|
|



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------
|  |                                                                                     
|  | For the year ended December 31, 2014                                                



OR





|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period from _____________ to _____________                           



Commission file number 333-151200





|Merion, Inc.                                          
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)





|Nevada                          |  | 5122                         |  | 45-289-8504        
|------------------------------- |  | ---------------------------- |  | -------------------
|(State or Other Jurisdiction of |  | (Primary Standard Industrial |  | (I.R.S. Employer   
|Incorporation or Organization)  |  | Classification Code Number)  |  | Identification No.)





|9550 Flair Dr., Suite 302, El Monte CA   |  | 91731     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Issuer’s telephone number: (626) 448-3737



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None



Common stock, par value $0.001 per share

(Title of class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes xNo o



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes oNo x



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oNo x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





|Large accelerated filer                       |  ̈                       | Accelerated filer         |  ̈
|--------------------------------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer                         |  ̈                       | Smaller reporting company | x
|(Do not check if a smaller reporting company) | Emerging growth company |  ̈                        



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes oNo x



The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant based upon the closing price of the Registrant’s Common Stock as of June 30, 2014 was approximately $1,201,568 (based on 100,130,670 shares of common stock outstanding held by non-affiliates on such date, $0.12 per share). Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, 2014 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.



The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 142,828,993 shares as of September 25, 2016.



|
|



|
|
|
|
|

EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on October 4, 2016 (the “Original Filing”), of Merion, Inc. (formerly known as E-World USA Holding, Inc.), is being filed for the sole purpose of correcting a typographical error in the name of the trading market described in Item 5 of Part II of the Original Filing. There are no changes to the disclosures in the Original Filing, except that this Amendment No. 1 amends and restates Item 5 of Part II of the Original Filing in its entirety.



Except for the foregoing, this Amendment No. 1 does not update or modify any of the information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues to speak as of the date of the Original Filing. No attempt has been made in this Amendment No. 1 to modify or update the disclosures presented in the Original Filing or to modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the registrant’s other filings with the Securities and Exchange Commission. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Company’s principal executive officer and principal financial officer as Exhibits 31.2 and 32.2.



| 
|-
|2
| 
| 



PART II



Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities



Trading History



Our common stock is qualified for quotation on the OTC Pink Open Market under the symbol “EWLU.”



There have been no trades in our Common Stock as of the date of this Report, as we are not current in our SEC filings. While the Company is committed to bringing its SEC reporting obligations current, no assurance can be provided as to if or when trading in the Company’s securities will be permitted.



Dividends



We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.



There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:





| | · | we would not be able to pay our debts as they become due in the usual course of business; or
| | - | --------------------------------------------------------------------------------------------





| | · | our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities Authorized for Issuance Under Equity Compensation Plans



None.





| 
|-
|3
| 
| 



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                    | MERION, INC. |                                                                                                           
|------------------- | ------------ | ----------------------------------------------------------------------------------------------------------
|                    |              |                                                                                                           
|Date: July 20, 2017 | By:          | */s/ Ding Hua Wang*                                                                                       
|                    |              | Ding Hua Wang                                                                                             
|                    |              | Chief Executive Officer, President and Chief Financial Officer
(Principal Executive and Financial Officer)





| 
|-
|4
| 
| 



EXHIBIT INDEX





|Exhibit No. |  | Description                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                               
|31.2        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.        
|            |  |                                                                                                                                                                               
|32.2        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







|5
|-