QSJC 10-Q
Tancheng Group Co., Ltd. (QSJC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from _____________ to _____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(+
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
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 ☐ | |
| 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 Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares as of May 15, 2026.
TABLE OF CONTENTS
| Pages | ||
| PART I FINANCIAL INFORMATION |
||
| Item 1. | Financial Statements. | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 21 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 25 |
| Item 4. | Controls and Procedures. | |
| PART II OTHER INFORMATION |
||
| Item 1. | Legal Proceedings. | 26 |
| Item 1A. | Risk Factors. | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 26 |
| Item 3. | Defaults Upon Senior Securities. | 26 |
| Item 4. | Mine Safety Disclosures. | 26 |
| Item 5. | Other Information. | 26 |
| Item 6. | Exhibits. | 27 |
| 2 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TANCHENG GROUP CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars, except share data or otherwise stated)
| As of March 31, | As of December 31, | |||||||||
| Notes | 2026 | 2025 | ||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Inventory, net | 3 | |||||||||
| Advance to suppliers | 4 | |||||||||
| Other current assets | ||||||||||
| Total current assets | ||||||||||
| Non-current assets: | ||||||||||
| Motor vehicle | 5 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | $ | $ | ||||||||
| LIABILITIES AND DEFICIT | ||||||||||
| Current liabilities: | ||||||||||
| Other payables and accruals | $ | $ | ||||||||
| Advance from customers | ||||||||||
| Amounts due to related parties | 7 | |||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
| COMMITMENTS AND CONTINGENCIES | 11 | |||||||||
| DEFICIT | ||||||||||
| Share capital ( shares of Common Stock, par value $ per share, authorized, of which shares are issued and outstanding as of March 31, 2026 and December 31, 2025) | 8 | |||||||||
| Additional paid in capital | 9 | |||||||||
| Foreign currency translation reserves | ||||||||||
| Accumulated deficit | 10 | ( | ) | ( | ) | |||||
| Total deficit | ( | ) | ( | ) | ||||||
| Total liabilities and deficit | $ | $ | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 3 |
TANCHENG GROUP CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In U.S. Dollars, except share data or otherwise stated)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ||||||
| GROSS PROFIT | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation differences | ( | ) | ( | ) | ||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Loss per share: | ||||||||
| Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares used in computation: | ||||||||
| Basic and Diluted | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
TANCHENG GROUP CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT
(In U.S. Dollars, except share data or otherwise stated)
| Common Stock | Additional Paid in | Foreign Currency Translation | Accumulated | Total | ||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | Deficit | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
TANCHENG GROUP CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars, except share data or otherwise stated)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment for: | ||||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ||||||||
| Inventories | ( | ) | ||||||
| Advance to suppliers | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other payables and accruals | ( | ) | ( | ) | ||||
| Advance from customers | ( | ) | ||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Amounts due to related parties | ||||||||
| Cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase/(decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | $ | $ | ||||||
| Supplemental disclosures of non-cash activities: | ||||||||
| Offsetting of amount due from related parties with amount due to related parties | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 6 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | DESCRIPTION OF BUSINESS |
TANCHENG GROUP CO., LTD. (“Company”), formerly named Bigeon Corp. (“Bigeon”) was incorporated on June 19, 2018 under the laws of Nevada. Prior to August 31, 2022, the Company was developing a new kind of messenger application. The product of the Company (“the App”) is intended to provide an entirely new way of sharing information.
On August 31, 2022, under a Stock Purchase Agreement, the former President of the Company, Olegas Tunevicius, sold all of his 3,500,000 common shares of Bigeon to Shanxi Qiansui Tancheng Culture Media Co., Ltd. (“Shanxi Qiansui Tancheng”), a privately-owned Chinese company, thus constituting a change of control of the Company. As part of the change of control, Olegas Tunevicius resigned as the Company’s sole officer and director, and Yu Yang became the Company’s sole officer and director.
On October 17, 2022, the Company filed a Certificate of Amendment to Articles of Incorporation of the Company with the Secretary of State of State of Nevada to change the Company’s name to Tancheng Group Co., Ltd. (“Tancheng Group”).
On March 14, 2023, the Company entered into a definitive Contribution Agreement (the “Contribution Agreement”) with Zhan Jue Cheng Limited, a British Virgin Islands company, and Zhang Caixia Limited, a British Virgin Islands company (collectively, the “Contributors”), who together own 100% of the issued and outstanding ordinary shares of Qiansui International Group Limited (“Qiansui International”) (the “Contributed Shares”). Pursuant to the Contribution Agreement, the Contributors agreed to contribute all of their right, title and interest in and to the Contributed Shares to Tancheng Group (the “Contribution”). On March 20, 2023, the Contribution was completed. As a result of the Contribution, Qiansui International became the wholly-owned subsidiary of Tancheng Group. The assets and liabilities of the acquired entity, Qiansui International, have been brought forward at their book value and no goodwill has been recognized. A Form 8-K is filed on March 24, 2023 which contains the financial information of Qiansui International.
Qiansui International was incorporated in the Cayman Islands on June 7, 2022. Qiansui (Hong Kong) Holdings Limited (“Qiansui HK”) was incorporated on July 21, 2022 in the Hong Kong SAR. Qiansui HK wholly owns Shanxi Qiansui Tancheng Culture Consulting Co., Ltd. (“Qiansui Consulting”) which was established on December 12, 2022 in the People’s Republic of China (the “PRC”). Qiansui Consulting is a wholly owned foreign entity under PRC law. Qiansui Consulting wholly owns Shanxi Qiansui Tancheng Culture Media Co., Ltd. (“Qiansui Media”), which was established on June 14, 2017 in the PRC. Qiansui Consulting acquired Qiansui Media on December 28, 2022. Qiansui HK and Qiansui Consulting are intermediary holding companies. Qiansui International conducts its operations through Qiansui Media.
The Company operates through its wholly-owned PRC subsidiary Qiansui Media and the principal activity is the sale of self-designed ornament and adornment products in the PRC.
| 7 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of Presentation |
The condensed consolidated financial statements include the accounts of Tancheng Group Co., Ltd. and its wholly owned subsidiaries (collectively the “Company”). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the use of management estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).
| (b) | Basis of Presentation and Going Concern |
The accompanying unaudited condensed consolidated financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).
The accompanying unaudited condensed consolidated financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred loss of $158,114 and had net cash used in operating activities of $192,447 for the three months ended March 31, 2026. As of March 31, 2026, the Company had working deficit of $2,119,180 and an accumulated deficit of $2,230,687. These conditions raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern will require the Company to obtain additional financing to fund its operations. In assessing the going concern, the board of directors has considered:
| · | The Company has obtained financial support from the related parties. |
| · | The Company will accelerate the rollout of new business initiatives to revitalize its revenue generation capabilities. Specifically, the Company plans to enter into collaborative arrangements with affiliated entities to jointly develop and launch new cultural tourism projects. |
The Company cannot assure that it will be successful in obtaining adequate financial support from related parties or in achieving or maintaining profitability in the near term. The Company’s financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.
| 8 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (c) | Economic and Political Risks |
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in government policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
| (d) | Use of Estimates |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include economic lives and impairment of property, plant and equipment, impairment provision for inventories and allowance for expected credit losses. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
| (e) | Cash and Cash Equivalents |
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank deposited in bank accounts in mainland China at March 31, 2026 and December 31, 2025.
The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.
| (f) | Motor Vehicle |
The Company has one motor vehicle, which is stated at cost less accumulated depreciation and accumulated impairment losses. Cost represents the purchase price of the motor vehicle and other costs incurred to bring the motor vehicle into its existing use. Maintenance and repairs are charged to expense.
Depreciation of the motor vehicle is provided
using the straight-line method over the estimated useful lives of
| 9 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (g) | Impairment of Long-Lived Assets |
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets in an asset group may not be fully recoverable. The Company evaluates the recoverability of the long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value.
| (h) | Revenue Recognition |
The Company’s revenue recognition policy is compliant with ASC 606, Revenue from Contracts with Customers that revenue is recognized when a customer obtains control of promised goods and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:
| (i) | identification of the goods and services in the contract; | |
| (ii) | determination of whether the goods and services are performance obligations, including whether they are distinct in the context of the contract; | |
| (iii) | measurement of the transaction price, including the constraint on variable consideration; | |
| (iv) | allocation of the transaction price to the performance obligations; and | |
| (v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company identifies a single performance obligation, which is the sale and delivery of self-designed ornament and adornment products. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The Company recognizes revenue at a point in time when the control of the goods are transferred to the customer. The Company's sales contracts include a one-month quality objection period, which is accounted for as a right of return and constitutes variable consideration. The Company estimates this variable consideration using the expected value method. Based on historical quality data and the zero returns, the Company has concluded that the expected returns are immaterial. Consequently, no refund liability is recorded, and the transaction price is not constrained at the time of revenue recognition.
| 10 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (h) | Revenue Recognition (cont.) |
Contract liabilities consist of advance from customers
related to cash received from customers for the future transfer of goods to customers. The balance of advance from customers represents
unfulfilled performance obligations in the sales agreement, i.e. products that have not yet been delivered. Once the related products
have been delivered, the amount in the advance from customers account is shifted to a revenue account. As of March 31, 2026 and December
31, 2025, the balance of advance from customers was $
For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.
| (i) | Foreign Currency Translation |
The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive income, a component of equity.
Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations.
The exchange rates utilized as follows:
| March 31, 2026 | March 31, 2025 | |||||||
| Year-end RMB exchange rate | ||||||||
| Annual average RMB exchange rate | ||||||||
No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
| 11 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (j) | Foreign Currency Risk |
The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. All the Company’s cash and cash equivalents are in RMB.
| (k) | Fair Value |
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
| 12 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (l) | Fair Value of Financial Instruments |
The Company’s financial instruments consist primarily of cash and cash equivalents, other receivables, accounts payable, and other payables and accruals. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments.
| (m) | Income Taxes |
Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable with respect to previous periods.
The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change.
The Company accounts for uncertain tax positions by reporting liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties if any, related to unrecognized tax benefits in income tax expenses.
| (n) | Comprehensive Income or Loss |
Comprehensive income or loss includes net income and foreign currency translation adjustments. Comprehensive income or loss is reported in the statements of comprehensive income or loss.
| (o) | Concentration of Credit Risk |
Financial instruments that potentially expose
the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and other receivables. As of
March 31, 2026 and December 31, 2025, substantially all of the Company’s cash and cash equivalents were deposited with financial
institutions with high-credit ratings and quality. During the three months ended March 31, 2026,
| 13 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (o) | Concentration of Credit Risk (cont.) |
Details of customer who accounted for 10% or more of the Company’s total revenue for the three months ended March 31, 2026 and 2025 are as follows:
| 2026 | 2025 | |||||||||||||||
| Amount | % of total revenue | Amount | % of total revenue | |||||||||||||
| Customer A | $ | $ | ||||||||||||||
| $ | $ | |||||||||||||||
Details of supplier who accounted for 10% or more of the Company’s total purchase for the three months ended March 31, 2026 and 2025 are as follows:
| For the three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | % of total purchase | Amount | % of total purchase | |||||||||||||
| Supplier A | $ | $ | ||||||||||||||
| (p) | Segment Information |
We operate in a operating segment and a reporting segment. Our Chief Executive Officer serves as the chief operating decision maker (“CODM”). The CODM regularly reviews consolidated financial information to allocate resources and assess performance of the Company as a whole.
| (q) | Recent Accounting Pronouncements |
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows — Overall, 250-10 Accounting Changes and Error Corrections — Overall, 260-10 Earnings Per Share — Overall, 270-10 Interim Reporting — Overall, 440-10 Commitments — Overall, 470-10 Debt — Overall, 505-10 Equity — Overall, 815-10 Derivatives and Hedging — Overall, 860-30 Transfers and Servicing — Secured Borrowing and Collateral, 932-235 Extractive Activities — Oil and Gas — Notes to Financial Statements, 946-20 Financial Services — Investment Companies — Investment Company Activities, and 974-10 Real Estate — Real Estate Investment Trusts — Overall. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the
SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.
| 14 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| (p) | Recent Accounting Pronouncements (cont.) |
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date of ASU 2024-03 (Subtopic 220-40). The ASU is effective concurrently with ASU 2024-03 for annual periods beginning after December 15, 2026 on a prospective basis. Early adoption is permitted. This ASU will result in aligned disclosure timing in the consolidated financial statements, once adopted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 makes thirty-three incremental improvements to generally accepted accounting principles. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited condensed consolidated financial statements.
| 3. | INVENTORIES |
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Ornament and adornment products | $ | $ | ||||||
| 15 |
TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | ADVANCE TO SUPPLIERS |
Advance to suppliers mainly represents the amount that certain suppliers require the Company to pay in advance for the purchase of products or for the provision of services. Such advance is appropriated against future purchase orders or future services to be rendered. These advances are interest free, unsecured and short-term in nature.
| 5. | MOTOR VEHICLE |
In April 2023, the Company purchased a motor vehicle
for approximately $
Depreciation of a motor vehicle is computed using
the straight-line method over the estimated useful lives of 5 years. Depreciation expense recorded for this motor vehicle for
the three months ended March 31, 2026 and 2025 was $
As of March 31, 2026 net book value of a motor
vehicle was $
| 6. | INCOME TAXES |
| (a) | Enterprise Income Tax (“EIT”) |
Tancheng Group Co., Ltd. was incorporated in the
State of Nevada. Tancheng Group Co., Ltd. is an U.S. entity and is subject to the United States federal income tax. No provision for income
taxes in the United States has been made as Tancheng Group Co., Ltd. had
Qiansui International was incorporated in the Cayman Islands. Under the current tax laws of Cayman Islands, Qiansui International is not subject to taxation.
Qiansui HK was incorporated in Hong Kong and is
subject to an income tax rate of
Qiansui Consulting and Qiansui Media were incorporated in the PRC and they are subject to profits tax rate at 25% for income generated and operation in the country.
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TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | INCOME TAXES (cont.) |
| (a) | Enterprise Income Tax (“EIT”) (cont.) |
The Company operates its business through a subsidiary incorporated in the PRC which is subject to a corporate income tax rate of 25%. A reconciliation of the effective tax rates from 25% statutory tax rates for the years ended December 31, 2026 and 2025 is as follows:
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Loss before tax | $ | ( | ) | $ | ( | ) | ||
| Tax benefit calculated at statutory tax rate | ||||||||
| Computed expected benefits | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Change in valuation allowance | ||||||||
| Tax effect on tax losses expired | ||||||||
| Income tax expense | $ | $ | ||||||
The full realization of the tax benefit associated with the losses carried forward depends predominantly upon the Company’s ability to generate taxable income during the carry-forward period.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or that future deductibility is uncertain.
As of March 31, 2026 and December 31, 2025, the Company’s deferred tax assets solely represent the tax loss carried forward using the PRC statutory rate of 25%. As management of the Company believes that it is more likely than not that the benefit from the tax loss carried forwards will not be realized, the Company recorded a full valuation allowance for all the reporting periods. There were no deferred tax liabilities as of March 31, 2026 and December 31, 2025.
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TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | INCOME TAXES (cont.) |
| (b) | Value Added Tax (“VAT”) |
In accordance with the relevant taxation laws
in the PRC, the normal VAT rate for small-scale VAT payers on domestic sales is
| 7. | RELATED PARTIES TRANSACTIONS |
The table below sets forth the related parties and their relationships with the Company as of December 31, 2026 and 2025:
| Name of related parties | Relationship with the Company | |
| Yu Yang (“Mr. Yang”) | Controlling shareholder | |
| Jiaocheng Xinmu Trade Co., Ltd | Controlled by Mr. Yang | |
| All Weather (Hainan) Network Sports Co., Ltd | Controlled by Mr. Yang | |
| Taiyuan Tuohang Logistics Co., Ltd | Controlled by Mr. Yang | |
| Shanxi Xiliu Catering Management Co., Ltd | Controlled by Mr. Yang | |
| Shanxi Qiansui Fighting Co., Ltd. | Controlled by Mr. Yang |
The related party balances and transactions as of and for the years ended December 31, 2026 and 2025 are as follows:
Amounts due to related parties:
| As of March 31, | As of December 31, | |||||||||
| 2026 | 2025 | |||||||||
| Yu Yang | (a) | $ | $ | |||||||
| Jiaocheng Xinmu Trade Co., Ltd | (b) | |||||||||
| Taiyuan Tuohang Logistics Co., Ltd | (c) | |||||||||
| Shanxi Qiansui Fighting Co., Ltd. | (c) | |||||||||
| $ | $ | |||||||||
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TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7. | RELATED PARTIES TRANSACTIONS (cont.) |
| (a) |
| (b) |
| (c) |
Related party transactions:
During the three months ended March 31, 2026 and
2025, there were advances, payments and settlements made between the related parties and the Company as described above. In addition,
during the three months ended March 31, 2026, the Company had
| 8. | EQUITY |
Authorized Shares
As of March 31, 2026 and December 31, 2025, the Company has authorized ordinary shares, par value $ per share.
Ordinary Shares
As of March 31, 2026 and December 31, 2025, the Company’s outstanding number of ordinary shares was .
The Company did t issue any shares during the three months ended March 31, 2026 and 2025.
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TANCHENG GROUP CO., LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 9. | ADDITIONAL PAID IN CAPITAL |
On August 18, 2022, the former President of the
Company, Olegas Tunevicius signed an Assignment, Assumption, and Indemnity Agreement to assume all liabilities and debts and obligations
of Bigeon as of the Closing date of the Stock Purchase Agreement (Note 1). As of the Closing date, total liabilities amounting to $
| 10. | RESERVES |
| (a) | Legal reserve |
Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. As of March 31, 2026 and December 31, 2025, the paid-up statutory reserve was $.
| (b) | Currency translation reserve |
The currency translation reserve represents translation differences arising from the translation of foreign currency financial statements into the Company’s reporting currency.
| 11. | COMMITMENTS AND CONTINGENCIES |
As of March 31, 2026, the Company did
| 12. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events from March 31, 2026 to the date the unaudited condensed consolidated financial statements were issued and has determined that there are no items to disclose.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and objectives of management and any other statements which are not statements of historical facts.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not put undue reliance on any of these forward-looking statements. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Unless otherwise indicated by the context, references to the “Company, “we,” “us,” “our” in this report are to Tancheng Group Co., Ltd., a Nevada corporation, and its consolidated subsidiaries.
Overview
Tancheng Group Co., Ltd. (formerly Bigeon), or Tancheng Group, was incorporated under the laws of Nevada on June 19, 2018. It remained a shell company until the completion of acquiring Qiansui International Group Limited, a Cayman Islands exempted company (“Qiansui International”), and Qiansui International’s subsidiaries on March 20, 2023, pursuant to a contribution agreement (the “Contribution Agreement”) entered into by and among Tancheng Group, and holders of 100% of the outstanding ordinary shares of Qiansui International who also held 79.9% of Tancheng Group’s outstanding common stock then (the “Contributors”). In accordance with the Contribution Agreement, the Contributors contributed all of their interests in Qiansui International to Tancheng Group (the “Contribution”).
Qiansui International was incorporated in the Cayman Islands on June 7, 2022. Qiansui (Hong Kong) Holdings Limited (“Qiansui HK”) was incorporated on July 21, 2022 in the Hong Kong SAR. Qiansui HK wholly owns Shanxi Qiansui Tancheng Culture Consulting Co., Ltd. (“Qiansui Consulting”) which was established on December 12, 2022 in the PRC. Qiansui Consulting is a wholly owned foreign entity, or WFOE, under PRC law. Qiansui Consulting wholly owns Shanxi Qiansui Tancheng Culture Media Co., Ltd. (“Qiansui Media”), which was established on June 14, 2017 in the PRC. Qiansui Consulting acquired Qiansui Media on December 28, 2022. Qiansui HK and Qiansui Consulting are intermediary holding companies. Qiansui International conducts its operations through Qiansui Media.
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Following the consummation of the Contribution, our company, through its wholly owned PRC subsidiary Qiansui Media, has been engaged in the business of selling ornament and adornment products related to “Jue Cheng” culture and creating cultural tourism programs. Located in close proximity to PangQuanGou National Nature Reserve in Jiaocheng County, Shanxi Province, China, Qiansui Media has leveraged the rich heritage of “Jue Cheng” culture to develop innovative peripheral cultural products and large-scale recreational tourism projects.
Results of Operations
Comparison for The Three Months Ended March 31, 2026 and 2025
The following table sets forth key components of our results of operations during the three months ended March 31, 2026 and 2025.
| 2026 | 2025 | (Decrease) Increase | ||||||||||
| Revenue | $ | – | $ | 144,733 | $ | (144,733 | ) | |||||
| Cost of revenue | – | (105,221 | ) | (105,221 | ) | |||||||
| Gross profit | – | 39,512 | (39,512 | ) | ||||||||
| Selling and marketing expenses | (6,181 | ) | (6,643 | ) | (462 | ) | ||||||
| General and administrative expense | (151,933 | ) | (155,106 | ) | (3,173 | ) | ||||||
| Loss from operations | (158,114 | ) | (122,237 | ) | 35,877 | |||||||
| Other income | – | 30 | (30 | ) | ||||||||
| Net loss | $ | (158,114 | ) | $ | (122,207 | ) | $ | 35,907 | ||||
Revenue
We recognized no revenue for the three months ended March 31, 2026, representing a decrease of $144,733, or 100.0%, from the comparable period in 2025. The decrease was driven by a strategic shift in our business operations. Beginning in the second half of 2025, we reallocated resources from external sales efforts toward internal process enhancements, quality control . As a result of this intentional moderation in business expansion, we did not generate any new sales during the current quarter.
Cost of Revenue
Cost of revenue was $0 for the three months ended March 31, 2026 compared to $105,221 for the three months ended March 31, 2025. Cost of revenue primarily comprises cost of products sold. The decrease in cost of revenue by $105,221 or 100.0% was commensurate with the absence of revenue generated during the current quarter.
Gross profit
We incurred a gross profit of $0 for the three months ended March 31, 2026, compared to gross profit of 39,512 for the three months ended March 31, 2025. Gross margin was not meaningful for the first quarter of 2026 due to the lack of recognized revenue, compared to a gross margin of 27.3% for the comparable period in 2025. The decrease in gross profit to zero was entirely attributable to the aforementioned halt in sales, which resulted in a 100.0% corresponding decrease in both revenues and cost of revenues.
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Operating Expenses
General and administrative expense
General and administrative expenses constituted the primary component of our operating expenses for the three months ended March 31, 2026, and 2025, amounting to $151,933 and $155,106, respectively. The decrease of $3,173, or 2.0%, was primarily attributable to a reduction in audit fees.
Net Loss
We reported a net loss of $158,114 for the three months ended March 31, 2026 compared to a net loss of $122,207 for the three months ended March 31, 2025. This increase in net loss of $35,907 was primarily attributable to the absence of revenue generation for the quarter. As we strategically slowed down our external market development to focus on internal realignment and product line consolidation, our gross profit declined accordingly.
Liquidity and Capital Resources
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Working capital: | ||||||||
| Total current assets | $ | 1,510,692 | $ | 1,448,264 | ||||
| Total current liabilities | (3,629,872 | ) | (3,397,217 | ) | ||||
| Working capital deficiency | $ | (2,119,180 | ) | $ | (1,948,953 | ) | ||
Our principal sources of liquidity and capital resources have been, and are expected to continue to be, cash advances from related parties. Our principal uses of cash have been, and we expect will continue to be, for working capital to support a reasonable increase in our scale of operations.
Management has estimated our projected cash requirements for future operations and available support from related parties and has concluded that we have, or will have access to, sufficient financial resources to meet our financial obligations as and when they fall due in the coming twelve months. There can be no assurances, however, that any of the financial resources we may be contemplating as being available to us in the future will, in fact, be available to us on acceptable terms, if at all. We believe there will be sufficient funds to run our operations for the next 12 months.
As of March 31, 2026, we had cash and cash equivalents of $23,706. The following table provides detailed information about our net cash flows for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows: | ||||||||
| Net cash used in operating activities | $ | (192,447 | ) | $ | (212,513 | ) | ||
| Net cash provided by financing activities | 198,655 | 131,306 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 260 | 390 | ||||||
| Net increase/(decrease) in cash and cash equivalents | 6,468 | (80,817 | ) | |||||
| Cash and cash equivalents at the beginning of the period | 17,238 | 100,653 | ||||||
| Cash and cash equivalents at the end of the period | $ | 23,706 | $ | 19,836 | ||||
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Operating Activities
Net cash used in operating activities was $192,447 for the three months ended March 31, 2026. The difference between our net loss of $158,114 and net cash outflows from operating activities was due to the adjustment of non-cash depreciation of a motor vehicle in the amount of $6,947 and the cash used in operating assets and liabilities in an aggregate amount of $41,280.
The cash used in operating assets and liabilities was generally attributable to increase in advance to suppliers of $36,243, which was predominantly attributable to the upfront payment of full-year advisory fees for fiscal 2026 during the three months ended March 31, 2026.
Net cash used in operating activities was $212,513 for the three months ended March 31, 2025. The difference between our net loss of $122,207 and net cash outflows from operating activities was due to the adjustment of non-cash depreciation of a motor vehicle in the amount of $6,611 and the cash used in operating assets and liabilities in an aggregate amount of $96,917.
The cash used in operating assets and liabilities was mainly attributable to (i) a decrease in accounts payables of $61,482 due to fewer purchases from our vendors and (ii) a decrease in advance from customers of $30,658 due to fewer unfulfilled sales orders, offset with (iii) a decrease in advance to suppliers of $26,692 due to fewer purchase made from suppliers.
Investing Activities
No cash movement on investing activities both for the three months ended March 31, 2026 and 2025.
Financing Activities
Net cash provided by financing activities was $198,655 and $131,306 for the three months ended March 31, 2026,and 2025, respectively, which was attributable to advances from related parties to fund our working capital requirements and support ongoing operations.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and accompanying footnotes. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future.
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We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. The management determines there are no critical accounting estimates.
When reading our financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include revenue recognition. See “Note 2 — Summary of Significant Accounting Policies” to our financial statements for the disclosure of these accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s chief executive officer (“CEO”) and the Company’s chief financial officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of March 31, 2026. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.
Management is in the process of determining how best to change our current system and implement a more effective system to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
Changes in Internal Control over Financial Reporting
Except for the matters described above, there were no changes in our internal controls over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
ITEM 1A. RISK FACTORS.
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Other than as previously disclosed in current reports on Form 8-K, there were no unregistered sales of equity securities or repurchase of common stock during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarter ended March 31, 2026, no director
or officer of the Company
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description | |
| 31.1 | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
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SIGNATURES
Pursuant to the requirements 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.
| TANCHENG GROUP CO., LTD. | ||
| (Registrant) | ||
| Dated: May 15, 2026 | By: | /s/ Yu Yang |
| Yu Yang | ||
| Chief Executive Officer | ||
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