UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September
Commission
File Number
(Translation of registrant’s name into English)
People’s
Republic of
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
On September 3, 2024, Tian’an Technology Group Ltd. (the “Company”) released its unaudited condensed interim consolidated statements of financial position for the 6-month period ended on June 30, 2024 and related footnotes, which are set forth below:
TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of | As of December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Account receivables | ||||||||
| Other receivables | ||||||||
| Advances to suppliers | ||||||||
| Total Current Assets | ||||||||
| Noncurrent Assets: | ||||||||
| Equipment, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Payroll payable | $ | $ | ||||||
| Taxes payable | ||||||||
| Advances from customers | ||||||||
| Advances from customers - related party | ||||||||
| Due to related parties | ||||||||
| Shares to be issued | ||||||||
| Other payables | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity: | ||||||||
| Common Stock, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Other comprehensive income | ||||||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Revenue - related parties | ||||||||
| Cost of revenue | ||||||||
| Cost of revenue - related parties | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Loss): | ||||||||
| Interest income, net | ||||||||
| Other expense, net | ( | ) | ( | ) | ||||
| Other loss, net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other Comprehensive Loss: | ||||||||
| Foreign currency translation adjustment | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per common share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Common Stock | Additional | Other | ||||||||||||||||||||||
| Number of Shares | Common Stock | Paid-in Capital | Accumulated Deficits | Comprehensive Income | Total | |||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance at December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of new shares | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance at June 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash | ||||||||
| Provided by (Used in) Operating Activities: | ||||||||
| Depreciation and amortization | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ||||||||
| Advances to suppliers | ( | ) | ||||||
| Accounts payable | ||||||||
| Advances from customers | ||||||||
| Advances from customers - related party | ( | ) | ||||||
| Payroll payable | ||||||||
| Taxes payable | ||||||||
| Other payables | ( | ) | ||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related parties | ||||||||
| Repayments to related parties | ( | ) | ||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Effect Of Exchange Rate Changes On Cash | ( | ) | ( | ) | ||||
| Net Increase in Cash | ||||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Consolidated Financial Statements include data of Tian’an Technology Group Ltd. (“Tian’an”), a holding company incorporated in the British Virgin Islands (“BVI”) on April 8, 2021; Yunke Jingrong Information Technology, Co., Ltd. (“Yunke”), a holding company incorporated in Hong Kong on October 27, 2021 and Shanghai Qige Power Technology Co., Ltd. (“Shanghai Qige”), an operating company incorporated in the People’s Republic of China (“the PRC”) on August 10, 2016. Shanghai Qige is a wholly owned subsidiary of Yunke, which is a wholly owned subsidiary of Tian’an. Tian’an, Yunke and Shanghai Qige are collectively referred to as “the Company”. Currently, all of the Company’s operations are conducted through its subsidiary Shanghai Qige. Tian’an and Yunke are holding companies and have no operations. Through, Shanghai Qige, we were engaged in the technology driven sales of power control and service systems solutions. In the third quarter of 2022, the Company shifted its business model and through Shanghai Qige, focused on graphene production enterprises and engaged in the health therapy industry. We utilize the far-infrared heat therapy characteristics of graphene, which is incorporated into our products.
The Company’s initially marketing efforts are in the Eastern China market with intention of developing a nationwide marketing network. The Company has developed a reputation of excellence in product quality and after sales service.
| Name of Consolidated Companies | Domicile and Date of Incorporation | Paid in Capital | Percentage of Effective Ownership | Principal Activities | ||||
| Tian’an Technology Group Ltd. | USD $ | |||||||
| Yunke Jingrong Information Technology Co., Ltd. | USD $ | |||||||
| Shanghai Qige Power Technology Co., Ltd. | USD $ | distribution of power drive product systems and retail of healthcare products |
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the Company and its wholly-owned subsidiaries. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with US GAAP requires Management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Management bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Significant estimates and assumptions by Management include, among others, useful life and impairment analysis of long-lived assets, valuation of inventory and right-of-use assets and liabilities, allowance for credit loss of financial assets, other receivables and prepayments. While Management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.
Concentrations of Business and Credit Risks
All of the Company’s operations are located in the PRC. There can be no assurance that the Company will be able to successfully continue to operate its business and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Moreover, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, prices of raw materials, competition, governmental and political conditions, and changes in regulations. Since the Company is dependent on trade in the PRC, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to the risks of restrictions on transfer of funds, domestic customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company operates in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between United States dollars (“USD”) and the Chinese currency Renminbi (“RMB”). The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting periods.
Statements of Cash Flows
In accordance with Statement FASB ASC Topic 230, “Statement of Cash Flows”, cash flow from the Company’s operations is calculated based upon the local currencies and translated to the reporting currency using an average foreign exchange rate for the reporting period. As a result, amounts related to assets and liabilities reported in the statements of cash flows will not necessarily be the same as the corresponding balances on the consolidated balance sheets.
Cash
Cash consist primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts.
Advances to Suppliers
The
Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services and records
these payments as advances to suppliers. As of June 30, 2024 and December 31, 2023, advances to suppliers amounted to $
Inventories
Inventories are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventories. The Company regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine whether valuation allowance is required. As of June 30, 2024 and December 31, 2023, the Company did not record inventory valuation allowance.
Equipment
Equipment are stated at cost less accumulated depreciation, and include expenditures that substantially increase the useful lives of existing assets.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows:
| Operating Equipment | ||
| Office equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the consolidated statements of operations. Maintenance, repairs, and minor renewals are charged directly to expenses as incurred. Significant renewals and betterment to buildings and equipment are capitalized. Leasehold improvements are depreciated over the lesser of the useful life or the life of the lease.
Impairment of Long-Lived Assets
Long-lived assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines established in FASB ASC 360 (formerly SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets). The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. The Company did not record any impairment loss for the six months ended June 30, 2024 and 2023.
Leases
The Company leases space from third parties for its plant sites and/or office space. In accordance with Statement FASB ASC Topic 842, the Company recognizes a right-of-use asset and lease liability at the commencement date of the of the lease contract and recognizes in profit or loss the lease cost or expense during the lease term. As an accounting policy, the Company elects not to recognize a right-of-use asset and lease liability requirement to short-term leases, which with a term of 12 months or less, instead, recognizes the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company generally uses an incremental borrowing rate as discount rate to measure its lease liabilities, as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option.
Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants.
Revenue Recognition
We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods and services, net of value-added tax. We determine revenue recognition through the following steps:
| ● | Identify the contract with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the performance obligations in the contract; and | |
| ● | Recognize revenue when (or as) the entity satisfies a performance obligation. |
The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate.
Our revenues are net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities.
Fair Value of Financial Instruments
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive instruments in the Company. For the six months ended June 30, 2024 and 2023, the Company had no potential dilutive common stock equivalents outstanding.
Income Taxes
The Company is governed by the Income Tax Law and associated legislations of the PRC. The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No. 109 Accounting for Income Taxes), which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.
According
to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the
amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is
Translation of Foreign Currencies
For subsidiaries where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate shareholders’ equity, into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive loss as a component of shareholders’ equity in the consolidated balance sheet.
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Year ended RMB: USD Exchange rate | ||||||||
| Average yearly RMB: USD Exchange rate | ||||||||
| December 31, 2023 | ||||
| Year ended RMB: USD Exchange rate | ||||
| Average yearly RMB: USD Exchange rate | ||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.
For
the six months ended June 30, 2024 and 2023, the foreign currency translation adjustments of $
Other Comprehensive Income
Other comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners. Other comprehensive income is not included in the computation of income tax expense or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures.
In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
NOTE 2 – GOING CONCERN
As
of June 30, 2024, the Company had incurred an accumulated deficit of $
NOTE 3 – ADVANCES TO SUPPLIERS
The
Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services and records
these payments as advances to suppliers. As of June 30, 2024 and December 31, 2023, advances to suppliers amounted to $
On
May 8, 2023, the Company entered into a manufacturing contract with Xiwang New Material Technology Co., Ltd. (“Xiwang”) to
produce 300 customized personal sauna rooms for the Company at a price of RMB
NOTE 4 – EQUIPMENT, NET
Equipment consisted of the following:
| June 30, 2024 | December 31, 2023 | |||||||
| Operating equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ||||||
| Equipment, net | $ | $ | ||||||
Depreciation
expenses for the six months ended June 30, 2024 and 2023 were $
NOTE 5 – LEASES
The
Company’s lease portfolio primarily consists of an office lease. The lease had a term from
The following table summarizes the lease costs recognized in the unaudited consolidated statements of earnings:
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Variable lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
NOTE 6 – RELATED PARTY TRANSACTIONS
Due to related parties
On
April 15, 2021, the Company entered into a loan agreement of $
On
August 20, 2022, the Company entered into a 12-month loan agreement of $
Advances from customers – related parties
Suzhou
Aixi Health Technology Co., Ltd. (“Aixi”) is under the common management as the Company. On April 18, 2023, the Company entered
into a sale agreement with Aixi to sell 100 sets of graphene based sauna rooms for approximately $
Sales with a related party
During
the six months ended June 30, 2024 and 2023, the Company sold healthcare products of $
During
the six months ended June 30, 2024 and 2023, the Company sold healthcare products of $
NOTE 7 – ADVANCES FROM CUSTOMERS
The Company periodically receives advances from certain customers for product sales and records these collections as advances from customers. As of June 30, 2024 and December 31, 2023, advances to suppliers amounted to $ and $, respectively.
NOTE 8 – OTHER PAYABLES
As
of June 30, 2024 and December 31, 2023, the Company reported $
NOTE 9 – EQUITY
The Company is authorized to issue shares of common stock without par value. As of June 30, 2024 and December 31, 2023, it had and shares outstanding, respectively.
On July 13, 2022, the Company declared a reverse stock split to convert its outstanding common stock from shares to shares.
On
August 22, 2022, the Company issued million shares to 66 individuals for RMB
On
October 26, 2023, the Company sold shares to Mr. Gang Wang for $
NOTE 10 – TAXES
Income Taxes
British Virgin Islands (“BVI”)
Tian’an is registered in BVI and are not subject to tax on income or capital gain. In addition, payments of dividends by Tian’an to their shareholders are not subject to withholding tax in the BVI.
Hong Kong
The
Company’s subsidiary, Yunke, is incorporated in Hong Kong and have no operating profit or tax liabilities during the period. Yunke
is subject to tax at
The PRC
The
Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the PRC at a unified income tax rate of
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Loss before income taxes from operations in the PRC | $ | ( | ) | $ | ( | ) | ||
| Statutory income tax rate | % | % | ||||||
| Income tax expense at statutory rate | ( | ) | ( | ) | ||||
| Tax effect of non-deductible items | ||||||||
| Valuation allowance of deferred tax assets | ||||||||
| Income tax expense | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
Value-Added Tax and Other Withholding and Other Levies
The
Company’s products are sold in the PRC and are subject to VAT on the gross sales price. The VAT rates range up to
The
Company is also subject to other levies such as stamp tax, unban construction tax, additional education tax which are charged by local
governments. The rates of such levies are small and vary among the different jurisdictions in which the Company does business. The Company
also acts as the personal income tax withholding agent for the salaries paid its employees. As of June 30, 2024 and December 31, 2023,
the Company recorded other levies and withholding $
Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the six months ended June 30, 2024 and 2023:
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Loss per shares – basic and diluted | $ | ) | $ | ) | ||||
NOTE 12 – STATUTORY RESERVES
Under
the laws of the PRC the Company’s subsidiaries are required to make appropriations to the statutory reserve based on after-tax
net earnings and determined in accordance with generally accepted accounting principles of the People’s Republic of China (the
“PRC GAAP”).
NOTE 13 – CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
| a. | Credit risk and major customers |
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
As
of June 30, 2024 and December 31, 2023,
The Company’s key customers are located in the PRC. The Company has not entered into long-term supply contracts with any of these major customers. During the six months ended June 30, 2024 and 2023, the Company’s customers that accounted for 10% or more of the Company’s revenue were listed as follow:
| For the Six Months Ended June 30, | ||||||||
| Customers | 2024 | 2023 | ||||||
| A | % | |||||||
| B | % | % | ||||||
| C | % | |||||||
The suppliers accounted for 10% or more of the Company’s purchases during the six months ended June 30, 2024 and 2023 were listed as follow:
| For the Six Months Ended June 30, | ||||||||
| Suppliers | 2024 | 2023 | ||||||
| AA | % | % | ||||||
| BB | % | |||||||
| CC | % | |||||||
| DD | % | |||||||
| EE | ||||||||
| b. | Interest rate risk |
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
| c. | Exchange rate risk |
The reporting currency of the Company is USD, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in USD financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.
| d. | Economic and political risks |
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The outbreak of COVID-19 pandemic has expanded all over the world since the beginning of 2020, which has greatly slowdown the growth of the global economy, including the PRC, and this effect might be continued until the COVID 2019 was controlled by the human being. The slowdown of the growth of the PRC’s economy might has adversely effect on our current business and future developments if we would not catch the opportunities of the increasing demand of medical from the popular residents.
The Company’s operations in the PRC are subject to special considerations. 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 governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
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.
| Date: September 3, 2024 | By: | /s/ Hengfei Yang |
| Name: | Hengfei Yang | |
| Title: | Chief Executive Officer |