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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File Number: 000-56590

 

TANCHENG GROUP CO., LTD.

(Exact name of registrant as specified in its charter)

 

Nevada   38-4086827
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

No. 32, Huili Township, Jiaocheng County

Lvliang City, Shanxi Province, P.R. China 030500

(Address of principal executive offices, Zip Code)

 

(+86) 139-1097-2765

(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. Yes No

 

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). Yes  No 

 

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

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
    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: 4,381,550 shares as of May 10, 2024.

 

 

   

 

 

TABLE OF CONTENTS

 

  Pages
  PART I
FINANCIAL INFORMATION
 
Item 1. Financial Statements. 3
  Condensed Consolidated Balance sheets as of March 31, 2024 (Unaudited) and December 31, 2023 3
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023 (Unaudited) 4
  Condensed Consolidated Statements of Changes in Deficit for the three months ended March 31, 2024 and 2023 (Unaudited) 5
  Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited) 6
  Notes to the Condensed Consolidated Financial Statements for the three months ended March 31, 2024 and 2023 (Unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 18
Item 4. Controls and Procedures. 18
  PART II
OTHER INFORMATION
 
Item 1. Legal Proceedings. 19
Item 1A. Risk Factors. 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 19
Item 3. Defaults Upon Senior Securities. 19
Item 4. Mine Safety Disclosures. 19
Item 5. Other Information. 19
Item 6. Exhibits. 19

 

 

 

 

 

 2 

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF MARCH 31, 2024 (UNAUDITED) AND DECEMBER 31, 2023 (AUDITED)

 

         
   March 31, 2024   December 31, 2023 
ASSETS          
Current assets:          
Cash and cash equivalents  $86,945   $412,154 
Other receivables   716    731 
Inventories   1,239,755    1,252,150 
Advance to suppliers   49,563    16,200 
Amounts due from a related party   1,666,830    1,695,750 
Total current assets   3,043,809    3,376,985 
           
Non-current assets:          
Motor vehicle   115,784    124,568 
Total non-current assets   115,784    124,568 
Total assets  $3,159,593   $3,501,553 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Accounts payable  $27,367   $153,572 
Other payables and accruals   13,180    12,553 
Advance from customers       142,889 
Amounts due to related parties   4,406,351    4,387,838 
Total current liabilities   4,446,898    4,696,852 
Total liabilities   4,446,898    4,696,852 
           
COMMITMENTS AND CONTINGENCIES        
           
DEFICIT          
Share capital (75,000,000 shares of Common Stock, par value $0.001 per share, authorized, of which 4,381,550 shares are issued and outstanding as of March 31, 2024 and December 31, 2023)   4,382    4,382 
Additional paid in capital   162,864    162,864 
Foreign currency translation reserves   66,467    50,681 
Accumulated deficit   (1,521,018)   (1,413,226)
Total deficit   (1,287,305)   (1,195,299)
Total liabilities and deficit  $3,159,593   $3,501,553 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

 3 

 

 

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

 

           
   Three months ended March 31, 
   2024   2023 
REVENUES  $157,625   $346,619 
           
COST OF REVENUES   (115,949)   (310,206)
           
GROSS PROFIT   41,676    36,413 
           
Selling and marketing expenses   (6,822)   (7,072)
General and administrative expense   (142,751)   (266,705)
Total operating expenses   (149,573)   (273,777)
           
LOSS FROM OPERATIONS   (107,897)   (237,364)
           
OTHER INCOME   105    78 
           
LOSS BEFORE INCOME TAXES   (107,792)   (237,286)
           
INCOME TAXES        
NET LOSS  $(107,792)  $(237,286)
           
Foreign currency translation differences   15,786    (4,971)
TOTAL COMPREHENSIVE LOSS  $(92,006)  $(242,257)
           
Loss per share:          
Basic and Diluted  $(0.02)  $(0.05)
           
Weighted average number of shares used in computation:          
Basic and Diluted   4,381,550    4,381,550 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

 4 

 

 

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

 

                               
   Common Stock   Additional
Paid in
   Foreign Currency Translation   Accumulated   Total 
   Shares   Amount   Capital   Reserve   Deficit   Deficit 
Balance at January 1, 2023   4,381,550    4,382    162,864    26,405    (1,123,560)   (929,909)
Net loss for the period                   (237,286)   (237,286)
Other comprehensive loss               (4,971)       (4,971)
Balance at March 31, 2023   4,381,550    4,382    162,864    21,434    (1,360,846)   (1,172,166)
                               
                               
                               
                               
Balance at January 1, 2024   4,381,550    4,382    162,864    50,681   $(1,413,226)  $(1,195,299)
Net loss for the period                   (107,792)   (107,792)
Other comprehensive income               15,786        15,786 
Balance at March 31, 2024   4,381,550   $4,382   $162,864   $66,467   $(1,521,018)  $(1,287,305)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

 

 5 

 

 

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

 

           
   Three months ended March 31, 
   2024   2023 
Cash flows from operating activities:          
Net loss  $(107,792)  $(237,286)
Adjustment for:          
Depreciation   6,703     
Changes in operating assets and liabilities:          
Other receivables       (441,765)
Inventories   (9,018)   (60,483)
Advance to suppliers   (33,859)   (38,335)
Accounts payable   (124,393)    
Other payables and accruals   846    (11,262)
Advance from customers   (141,369)    
Amounts due from related parties       (47,897)
Cash used in operating activities   (408,882)   (837,028)
           
Cash flows from financing activities:          
Amounts due to related parties   88,623    1,040,586 
Cash provided by financing activities   88,623    1,040,586 
           
Effect of exchange rate changes on cash and cash equivalents   (4,950)   (378)
           
Net (decrease) increase in cash and cash equivalents   (325,209)   203,180 
Cash and cash equivalents at the beginning of the year   412,154    71,207 
Cash and cash equivalents at the end of the period  $86,945   $274,387 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

 6 

 

 

TANCHENG GROUP CO., LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2023 (UNAUDITED)

 

 

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.

 

Qiansui International Group Limited (“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 Tanchend 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 through its online store in the PRC.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation and Going Concern

 

The accompanying 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 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 $107,792 and had net cash used in operating activities of $408,882 for the three months ended March 31, 2024. As of March 31, 2024, the Company had net current liability of $1,403,089 and an accumulated deficit of $1,521,018. 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 will obtain financial support from the related parties.
  - Based on the business plans of the Company, management expects to see a positive trend in the Company’s future results after the end of COVID-19 as the PRC had eased all tough pandemic control and lockdown measures by mid 2023.

 

The board of directors believes the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of the release of these condensed consolidated financial statements. Accordingly, the going concern basis of accounting continues to be used in preparing the consolidated financial statements for the three months ended March 31, 2024.

 

(b) 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.

 

 

 7 

 

 

(c) 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 condensed consolidated financial statements include economic lives and impairment of property, plant and equipment and allowance for doubtful accounts. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

 

(d) 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 at March 31, 2024 and December 31, 2023.

 

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.

 

(e) 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. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

 

Depreciation of the motor vehicle is provided using the straight-line method over the estimated useful lives of 5 years with 5% residual value.

 

(f) 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 reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues 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. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery or service being rendered.

 

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.

 

Deferred revenue recognized as revenue during the three months ended March 31, 2024 and 2023 was $141,369 and $nil.

 

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. 

 

 

 8 

 

 

(g) 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, 2024   March 31, 2023 
Period-end RMB exchange rate   7.22    6.87 
Annual average RMB exchange rate   7.17    6.84 

 

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.

 

(h) 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.

 

(i) 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.

 

(j) Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, other receivables, advances to suppliers, accounts payable, other payables and accruals, and advances from customers. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments.

 

 

 9 

 

 

(k) 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.

 

(l) 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.

 

(m) 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, 2024 and December 31, 2023, 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, 2024 and 2023, all revenues were generated from third parties.

 

Details of customer who accounted for 10% or more of the Company’s total revenue for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
   Amount   % of total revenue   Amount   % of total revenue 
Customer A  $    %   $115,767    33.4% 
Customer B       %    44,932    13.0% 
Customer C       %    43,413    12.5% 
Customer D   74,908    47.5%    41,965    12.1% 
Customer E   25,969    16.5%        % 
    100,877    64.0%    246,077    71.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total purchase for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
    Amount    % of total purchase    Amount    % of total purchase 
Supplier A  $122,912    100.0%   $364,918    100.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total accounts payable as of March 31, 2024 and 2023 are as follows:

                         
    As of March 31,  
    2024     2023  
      Amount       % of total purchase       Amount       % of total purchase  
Supplier A   $ 27,367       100.0%     $ 153,572       100.0%  

 

 

 

 

 10 

 

 

(n) Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)” which enhances disclosure of transactions with governments that are accounted for by applying a grant or contribution model. The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction. The Company adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

 

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 consolidated financial statements.

 

 

3. INVENTORIES

 

        
   March 31, 2024   December 31, 2023 
Ornament and adornment products  $1,239,755   $1,252,150 

 

No impairment provision for obsolete inventories was recorded for the three months ended March 31, 2024 and 2023.

 

 

4. MOTOR VEHICLE

 

        
   March 31, 2024   December 31, 2023 
Motor vehicle  $140,203   $142,635 
Less: Accumulated depreciation   (24,419)   (18,067)
Net book value  $115,784   $124,568 

 

In April 2023, the Company purchased a motor vehicle for approximately $143,231 (RMB1,012,301). Depreciation expense recorded for this motor vehicle for the three months ended March 31, 2024 was $6,703.

 

 

5. 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 no United States taxable income for the three months ended March 31, 2024 and 2023.

 

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 16.5% for taxable income generated from operations in Hong Kong.

 

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.

 

 

 11 

 

 

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.

 

The Company did not recognize deferred tax assets for unused tax losses as of March 31, 2024 and 2023 as management of the Company believes that it is more likely than not that the benefit from the loss carry forwards will not be realized.

 

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 three months ended March 31, 2024 and 2023 is as follows:

        
   For the three months ended
March 31,
 
   2024   2023 
Loss before tax  $(107,792)  $(237,286)
Tax benefit calculated at statutory tax rate   25%    25% 
Computed expected benefits   (26,948)   (59,322)
Deferred tax not recognized   26,948    59,322 
Income tax expense  $   $ 

 

(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 3%. In response to COVID-19, there are various VAT incentives, the Company was eligible for a reduced VAT rate of 1% for the three months ended March 31, 2023. Beginning May 2023, the Company was no longer qualified as a small-scale VAT payer. The Company was subject to the normal VAT rate of 13% for the three months ended March 31, 2024.

 

 

6. RELATED PARTIES TRANSACTIONS

 

The table below sets forth the related parties and their relationships with the Company as of March 31, 2024 and December 31, 2023:

   
Name of related parties   Relationship with the Company
Yu Yang (“Mr. Yang”)   Controlling shareholder
Jiaocheng Xinmu Trade Co., Ltd   Controlled by Mr. Yang
Shanxi Qiansui Automobile Trading 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

 

The related party balances and transactions are as follows:

 

Amounts due from a related party:

        
   March 31, 2024   December 31, 2023 
Shanxi Xiliu Catering Management Co., Ltd  $1,666,830   $1,695,750 

 

 

 12 

 

 

Amounts due from Shanxi Xiliu Catering Management Co., Ltd represents business advances for operational purposes. The balance is unsecured, non-interest bearing and repayable on demand.

 

Amounts due to related parties:

           
      March 31, 2024   December 31, 2023 
Yu Yang  (a)  $366,902   $278,303 
Jiaocheng Xinmu Trade Co., Ltd  (b)   4,039,449    4,109,535 
      $4,406,351   $4,387,838 

 

Amounts due to Yu Yang and Jiaocheng Xinmu Trade Co., Ltd represent advances made to the Company for operational purposes. The balances with Yu Yang and Jiaocheng Xinmu Trade Co., Ltd include exchange differences arising from the translation of RMB balances into U.S. dollar at different period-end and year-end exchange rates as of March 31, 2024 and December 31, 2023.

 

During the three months ended March 31, 2024, there was no movement on the balance with Jiaocheng Xinmu Trade Co., Ltd; whereas Yu Yang had paid the operation and administration expenses on behalf of the Company in an aggregate amount of $88,623.

 

 

7. EQUITY

 

Authorized Shares

 

As of March 31, 2024 and December 31, 2023, the Company has 75,000,000 authorized ordinary shares, par value $0.001 per share.

 

Ordinary Shares

 

As of March 31, 2024 and December 31, 2023, the Company’s outstanding number of ordinary shares was 4,381,550.

 

The Company did not issue any shares during the three months ended March 31, 2024 and 2023.

 

 

8. 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, 2024 and December 31, 2023, the paid-up statutory reserve was $nil.

 

(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.

 

 

9. COMMITMENTS AND CONTINGENCIES

 

As of March 31, 2024, the Company did not make any contractual obligations or arrangements that required a provision or disclosure in these consolidated financial statements.

 

 

10. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from March 31, 2024 to the date of the release of these condensed consolidated financial statements and has determined that there are no items to disclose.

 

 

 13 

 

 

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.

 

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.

   

 

 

 14 

 

 

Results of Operations

 

Comparison for The Three Months Ended March 31, 2024 and 2023

 

The following table sets forth key components of our results of operations during the three months ended March 31, 2024 and 2023.

 

   2024   2023   Change 
Revenue  $157,625   $346,619   $(188,994)
Cost of revenue   (115,949)   (310,206)   (194,257)
Gross profit   41,676    36,413    5,263 
Selling and marketing expenses   (6,822)   (7,072)   (250)
General and administrative expense   (142,751)   (266,705)   (123,954)
Loss from operations   (107,897)   (237,364)   (129,467)
Other income   105    78    27 
Net loss  $(107,792)  $(237,286)  $(129,494)

 

Revenue

 

We generated $157,625 in revenue for the three months ended March 31, 2024 compared to $346,619 for the three months ended March 31, 2023, representing an decrease in revenues of $188,994 or 54.5% compared to the first quarter 2023. The decrease was mainly due to the decrease in product selling prices as we adjusted our price downward to attract customers and the decrease in quantity sold by 75.1% from 1,975 pieces of ornament and adornment products sold during the first quarter of 2023 to 492 pieces of ornament and adornment products sold during the first quarter of 2024. We experienced intensified competition, resulting in increased price sensitivity among customers. Our competitors’ pricing strategies and promotional activities contributed to downward pressure on product selling prices.

 

Cost of Revenue

 

Cost of revenue was $115,949 for the three months ended March 31, 2024 compared to $310,206 for the three months ended March 31, 2023. Cost of revenue mainly consists of the cost of products sold and labor cost. The decrease in cost of revenue by $194,257 or 62.6% was mainly due to a decrease in the purchase price of our main product, “Chinese Twelve Zodiac Pendants”, and a decline in the volume of products sold, as reflected in the decrease in revenue.

 

Gross profit

 

Gross profit for the three months ended March 31, 2024 was $41,676 compared with $36,413 for the three months ended March 31, 2023. As a percentage of revenue, our gross margin increased from 10.5% for the first quarter 2023 to 26.4% for the first quarter 2024, primarily because the decrease in the cost of revenue was greater than the reduction in revenue.

 

Operating Expenses

 

General and administrative expense

 

By far the most significant component of our operating expenses for both the three months ended March 31, 2024 and 2023 was general and administrative expenses in the amount of $142,751 and $266,705, respectively. The decrease of $123,954 or 46.5% was mainly due to a decrease in legal and professional fees. In the three months ended March 31, 2023, we incurred legal and professional fees in connection with the execution and completion of the Contribution transaction, as a result of which we ceased being a shell company. By contrast, we incurred only small legal and professional fees related to our regular SEC reporting obligations in the three months ended March 31, 2024.

 

Net Loss

 

We reported a net loss of $107,792 for the three months ended March 31, 2024 compared to a net loss of $237,286 for the three months ended March 31, 2023. Although we operated at a loss, we expect to see a positive trend in our future results.

 

 

 15 

 

 

Liquidity and Capital Resources

 

   March 31, 2024   December 31, 2023 
Working capital:          
Total current assets  $3,043,809   $3,376,985 
Total current liabilities   (4,446,898)   (4,696,852)
Working capital deficiency  $(1,403,089)  $(1,319,867)

 

Our principal sources of liquidity and capital resources have been, and are expected to continue to be, cash flow from operations and 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 cash flow from 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, 2024, we had cash and cash equivalents of $86,945. The following table provides detailed information about our net cash flows for the three months ended March 31, 2024 and 2023:

 

   For the three months ended March 31, 
   2024   2023 
Cash flows:          
Net cash used in operating activities  $(408,882)  $(837,028)
Net cash provided by financing activities   88,623    1,040,586 
Effect of exchange rate changes on cash and cash equivalents   (4,950)   (378)
Net (decrease) increase in cash and cash equivalents   (325,209)   203,180 
Cash and cash equivalents at the beginning of the year   412,154    71,207 
Cash and cash equivalents at the end of the period  $86,945   $274,387 

 

Operating Activities

 

Net cash used in operating activities was $(408,882) for the three months ended March 31, 2024. The difference between our net loss of $(107,792) and net cash outflows from operating activities was due to the adjustment of non-cash depreciation of a motor vehicle in the amount of $6,703 and the cash used in operating assets and liabilities in an aggregate amount of $(307,793).

 

The cash used in operating assets and liabilities was mainly attributable to (i) a decrease in accounts payables of $(124,393) due to fewer purchases from our vendors and (ii) a decrease in advance from customers of $(141,369) due to fewer unfulfilled sales orders.

 

Financing Activities

 

Net cash generated from financing activities was $88,623 for the three months ended March 31, 2024, which was attributable to the funds from related parties to support our business 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.

 

 

 16 

 

 

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 Policies and Estimates

 

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 reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues 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. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery or service being rendered.

 

Contract liabilities consist of deferred revenue related to advance received from customers for future transfer of goods to customers. The balance of deferred revenue 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 deferred revenue account is shifted to a revenue account.

 

Deferred revenue recognized as revenue during the three months ended March 31, 2024 and 2023 was $141,369 and $nil.

 

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.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements. 

 

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)” which enhances disclosure of transactions with governments that are accounted for by applying a grant or contribution model. The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction. The Company adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

 On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

 

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 condensed consolidated financial statements.

 

 17 

 

 

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 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, 2024. 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, 2024 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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 18 

 

 

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.

 

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, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

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).

 

 

 19 

 

 

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, 2024 By: /s/ Yu Yang
    Yu Yang
    Chief Executive Officer

 

 

 

 

 20 

 

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Yu Yang, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of TANCHENG GROUP CO., LTD.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 15, 2024

 

/s/ Yu Yang  
Yu Yang  
Chief Executive Officer  
(Principal Executive Officer)  

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Caixia Zhang, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of TANCHENG GROUP CO., LTD.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 15, 2024

 

/s/ Caixia Zhang  
Caixia Zhang  
Chief Financial Officer  
(Principal Financial and Accounting Officer)  

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Yu Yang, the Chief Executive Officer of TANCHENG GROUP CO., LTD. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 15th day of May, 2024.

 

  /s/ Yu Yang
  Yu Yang
  Chief Executive Officer
  (Principal Executive Officer)

 

  

A signed original of this written statement required by Section 906 has been provided to TANCHENG GROUP CO., LTD. and will be retained by TANCHENG GROUP CO., LTD. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Caixia Zhang, the Chief Financial Officer of TANCHENG GROUP CO., LTD. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 15th day of May, 2024.

 

  /s/ Caixia Zhang
  Caixia Zhang
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

  

A signed original of this written statement required by Section 906 has been provided to TANCHENG GROUP CO., LTD. and will be retained by TANCHENG GROUP CO., LTD. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56590  
Entity Registrant Name TANCHENG GROUP CO., LTD.  
Entity Central Index Key 0001753391  
Entity Tax Identification Number 38-4086827  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One No. 32, Huili Township, Jiaocheng County  
Entity Address, Address Line Two Lvliang City  
Entity Address, City or Town Shanxi Province  
Entity Address, Country CN  
Entity Address, Postal Zip Code 030500  
Country Region 86  
City Area Code 139  
Local Phone Number 1097-2765  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   4,381,550
v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 86,945 $ 412,154
Other receivables 716 731
Inventories 1,239,755 1,252,150
Advance to suppliers 49,563 16,200
Amounts due from a related party 1,666,830 1,695,750
Total current assets 3,043,809 3,376,985
Non-current assets:    
Motor vehicle 115,784 124,568
Total non-current assets 115,784 124,568
Total assets 3,159,593 3,501,553
Current liabilities:    
Accounts payable 27,367 153,572
Other payables and accruals 13,180 12,553
Advance from customers 0 142,889
Amounts due to related parties 4,406,351 4,387,838
Total current liabilities 4,446,898 4,696,852
Total liabilities 4,446,898 4,696,852
COMMITMENTS AND CONTINGENCIES
DEFICIT    
Share capital (75,000,000 shares of Common Stock, par value $0.001 per share, authorized, of which 4,381,550 shares are issued and outstanding as of March 31, 2024 and December 31, 2023) 4,382 4,382
Additional paid in capital 162,864 162,864
Foreign currency translation reserves 66,467 50,681
Accumulated deficit (1,521,018) (1,413,226)
Total deficit (1,287,305) (1,195,299)
Total liabilities and deficit $ 3,159,593 $ 3,501,553
v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, shares authorized 75,000,000 75,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 4,381,550 4,381,550
Common stock, shares outstanding 4,381,550 4,381,550
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
REVENUES $ 157,625 $ 346,619
COST OF REVENUES (115,949) (310,206)
GROSS PROFIT 41,676 36,413
Selling and marketing expenses (6,822) (7,072)
General and administrative expense (142,751) (266,705)
Total operating expenses (149,573) (273,777)
LOSS FROM OPERATIONS (107,897) (237,364)
OTHER INCOME 105 78
LOSS BEFORE INCOME TAXES (107,792) (237,286)
INCOME TAXES 0 0
NET LOSS (107,792) (237,286)
Foreign currency translation differences 15,786 (4,971)
TOTAL COMPREHENSIVE LOSS $ (92,006) $ (242,257)
Loss per share:    
Loss per share: Basic $ (0.02) $ (0.05)
Loss per share: Diluted $ (0.02) $ (0.05)
Weighted average number of shares used in computation:    
Weighted average number of shares used in computation: Basic 4,381,550 4,381,550
Weighted average number of shares used in computation: Diluted 4,381,550 4,381,550
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Foreign Currency Translation Reserve [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 4,382 $ 162,864 $ 26,405 $ (1,123,560) $ (929,909)
Beginning balance, shares at Dec. 31, 2022 4,381,550        
Net loss for the period (237,286) (237,286)
Other comprehensive income (4,971) (4,971)
Ending balance, value at Mar. 31, 2023 $ 4,382 162,864 21,434 (1,360,846) (1,172,166)
Ending balance, shares at Mar. 31, 2023 4,381,550        
Beginning balance, value at Dec. 31, 2023 $ 4,382 162,864 50,681 (1,413,226) (1,195,299)
Beginning balance, shares at Dec. 31, 2023 4,381,550        
Net loss for the period (107,792) (107,792)
Other comprehensive income 15,786 15,786
Ending balance, value at Mar. 31, 2024 $ 4,382 $ 162,864 $ 66,467 $ (1,521,018) $ (1,287,305)
Ending balance, shares at Mar. 31, 2024 4,381,550        
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net loss $ (107,792) $ (237,286)
Adjustment for:    
Depreciation 6,703 0
Changes in operating assets and liabilities:    
Other receivables 0 (441,765)
Inventories (9,018) (60,483)
Advance to suppliers (33,859) (38,335)
Accounts payable (124,393) 0
Other payables and accruals 846 (11,262)
Advance from customers (141,369) 0
Amounts due from related parties 0 (47,897)
Cash used in operating activities (408,882) (837,028)
Cash flows from financing activities:    
Amounts due to related parties 88,623 1,040,586
Cash provided by financing activities 88,623 1,040,586
Effect of exchange rate changes on cash and cash equivalents (4,950) (378)
Net (decrease) increase in cash and cash equivalents (325,209) 203,180
Cash and cash equivalents at the beginning of the year 412,154 71,207
Cash and cash equivalents at the end of the period $ 86,945 $ 274,387
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (107,792) $ (237,286)
v3.24.1.1.u2
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
DESCRIPTION OF BUSINESS
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
DESCRIPTION OF BUSINESS

 

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.

 

Qiansui International Group Limited (“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 Tanchend 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 through its online store in the PRC.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation and Going Concern

 

The accompanying 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 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 $107,792 and had net cash used in operating activities of $408,882 for the three months ended March 31, 2024. As of March 31, 2024, the Company had net current liability of $1,403,089 and an accumulated deficit of $1,521,018. 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 will obtain financial support from the related parties.
  - Based on the business plans of the Company, management expects to see a positive trend in the Company’s future results after the end of COVID-19 as the PRC had eased all tough pandemic control and lockdown measures by mid 2023.

 

The board of directors believes the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of the release of these condensed consolidated financial statements. Accordingly, the going concern basis of accounting continues to be used in preparing the consolidated financial statements for the three months ended March 31, 2024.

 

(b) 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.

 

(c) 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 condensed consolidated financial statements include economic lives and impairment of property, plant and equipment and allowance for doubtful accounts. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

 

(d) 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 at March 31, 2024 and December 31, 2023.

 

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.

 

(e) 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. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

 

Depreciation of the motor vehicle is provided using the straight-line method over the estimated useful lives of 5 years with 5% residual value.

 

(f) 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 reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues 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. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery or service being rendered.

 

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.

 

Deferred revenue recognized as revenue during the three months ended March 31, 2024 and 2023 was $141,369 and $nil.

 

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. 

 

(g) 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, 2024   March 31, 2023 
Period-end RMB exchange rate   7.22    6.87 
Annual average RMB exchange rate   7.17    6.84 

 

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.

 

(h) 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.

 

(i) 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.

 

(j) Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, other receivables, advances to suppliers, accounts payable, other payables and accruals, and advances from customers. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments.

 

(k) 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.

 

(l) 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.

 

(m) 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, 2024 and December 31, 2023, 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, 2024 and 2023, all revenues were generated from third parties.

 

Details of customer who accounted for 10% or more of the Company’s total revenue for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
   Amount   % of total revenue   Amount   % of total revenue 
Customer A  $    %   $115,767    33.4% 
Customer B       %    44,932    13.0% 
Customer C       %    43,413    12.5% 
Customer D   74,908    47.5%    41,965    12.1% 
Customer E   25,969    16.5%        % 
    100,877    64.0%    246,077    71.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total purchase for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
    Amount    % of total purchase    Amount    % of total purchase 
Supplier A  $122,912    100.0%   $364,918    100.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total accounts payable as of March 31, 2024 and 2023 are as follows:

                         
    As of March 31,  
    2024     2023  
      Amount       % of total purchase       Amount       % of total purchase  
Supplier A   $ 27,367       100.0%     $ 153,572       100.0%  

 

 

 

(n) Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)” which enhances disclosure of transactions with governments that are accounted for by applying a grant or contribution model. The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction. The Company adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

 

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 consolidated financial statements.

 

v3.24.1.1.u2
INVENTORIES
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

 

3. INVENTORIES

 

        
   March 31, 2024   December 31, 2023 
Ornament and adornment products  $1,239,755   $1,252,150 

 

No impairment provision for obsolete inventories was recorded for the three months ended March 31, 2024 and 2023.

 

v3.24.1.1.u2
MOTOR VEHICLE
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
MOTOR VEHICLE

 

4. MOTOR VEHICLE

 

        
   March 31, 2024   December 31, 2023 
Motor vehicle  $140,203   $142,635 
Less: Accumulated depreciation   (24,419)   (18,067)
Net book value  $115,784   $124,568 

 

In April 2023, the Company purchased a motor vehicle for approximately $143,231 (RMB1,012,301). Depreciation expense recorded for this motor vehicle for the three months ended March 31, 2024 was $6,703.

 

v3.24.1.1.u2
INCOME TAXES
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

 

5. 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 no United States taxable income for the three months ended March 31, 2024 and 2023.

 

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 16.5% for taxable income generated from operations in Hong Kong.

 

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.

 

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.

 

The Company did not recognize deferred tax assets for unused tax losses as of March 31, 2024 and 2023 as management of the Company believes that it is more likely than not that the benefit from the loss carry forwards will not be realized.

 

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 three months ended March 31, 2024 and 2023 is as follows:

        
   For the three months ended
March 31,
 
   2024   2023 
Loss before tax  $(107,792)  $(237,286)
Tax benefit calculated at statutory tax rate   25%    25% 
Computed expected benefits   (26,948)   (59,322)
Deferred tax not recognized   26,948    59,322 
Income tax expense  $   $ 

 

(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 3%. In response to COVID-19, there are various VAT incentives, the Company was eligible for a reduced VAT rate of 1% for the three months ended March 31, 2023. Beginning May 2023, the Company was no longer qualified as a small-scale VAT payer. The Company was subject to the normal VAT rate of 13% for the three months ended March 31, 2024.

 

v3.24.1.1.u2
RELATED PARTIES TRANSACTIONS
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS

 

6. RELATED PARTIES TRANSACTIONS

 

The table below sets forth the related parties and their relationships with the Company as of March 31, 2024 and December 31, 2023:

   
Name of related parties   Relationship with the Company
Yu Yang (“Mr. Yang”)   Controlling shareholder
Jiaocheng Xinmu Trade Co., Ltd   Controlled by Mr. Yang
Shanxi Qiansui Automobile Trading 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

 

The related party balances and transactions are as follows:

 

Amounts due from a related party:

        
   March 31, 2024   December 31, 2023 
Shanxi Xiliu Catering Management Co., Ltd  $1,666,830   $1,695,750 

 

Amounts due from Shanxi Xiliu Catering Management Co., Ltd represents business advances for operational purposes. The balance is unsecured, non-interest bearing and repayable on demand.

 

Amounts due to related parties:

           
      March 31, 2024   December 31, 2023 
Yu Yang  (a)  $366,902   $278,303 
Jiaocheng Xinmu Trade Co., Ltd  (b)   4,039,449    4,109,535 
      $4,406,351   $4,387,838 

 

Amounts due to Yu Yang and Jiaocheng Xinmu Trade Co., Ltd represent advances made to the Company for operational purposes. The balances with Yu Yang and Jiaocheng Xinmu Trade Co., Ltd include exchange differences arising from the translation of RMB balances into U.S. dollar at different period-end and year-end exchange rates as of March 31, 2024 and December 31, 2023.

 

During the three months ended March 31, 2024, there was no movement on the balance with Jiaocheng Xinmu Trade Co., Ltd; whereas Yu Yang had paid the operation and administration expenses on behalf of the Company in an aggregate amount of $88,623.

 

v3.24.1.1.u2
EQUITY
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
EQUITY

 

7. EQUITY

 

Authorized Shares

 

As of March 31, 2024 and December 31, 2023, the Company has 75,000,000 authorized ordinary shares, par value $0.001 per share.

 

Ordinary Shares

 

As of March 31, 2024 and December 31, 2023, the Company’s outstanding number of ordinary shares was 4,381,550.

 

The Company did not issue any shares during the three months ended March 31, 2024 and 2023.

 

v3.24.1.1.u2
RESERVES
3 Months Ended
Mar. 31, 2024
Reserves  
RESERVES

 

8. 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, 2024 and December 31, 2023, the paid-up statutory reserve was $nil.

 

(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.

 

v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

 

9. COMMITMENTS AND CONTINGENCIES

 

As of March 31, 2024, the Company did not make any contractual obligations or arrangements that required a provision or disclosure in these consolidated financial statements.

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

 

10. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from March 31, 2024 to the date of the release of these condensed consolidated financial statements and has determined that there are no items to disclose.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Going Concern

(a) Basis of Presentation and Going Concern

 

The accompanying 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 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 $107,792 and had net cash used in operating activities of $408,882 for the three months ended March 31, 2024. As of March 31, 2024, the Company had net current liability of $1,403,089 and an accumulated deficit of $1,521,018. 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 will obtain financial support from the related parties.
  - Based on the business plans of the Company, management expects to see a positive trend in the Company’s future results after the end of COVID-19 as the PRC had eased all tough pandemic control and lockdown measures by mid 2023.

 

The board of directors believes the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of the release of these condensed consolidated financial statements. Accordingly, the going concern basis of accounting continues to be used in preparing the consolidated financial statements for the three months ended March 31, 2024.

 

Economic and Political Risks

(b) 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.

 

Use of Estimates

(c) 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 condensed consolidated financial statements include economic lives and impairment of property, plant and equipment and allowance for doubtful accounts. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

 

Cash and Cash Equivalents

(d) 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 at March 31, 2024 and December 31, 2023.

 

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.

 

Motor Vehicle

(e) 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. Gains or losses on disposals are reflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

 

Depreciation of the motor vehicle is provided using the straight-line method over the estimated useful lives of 5 years with 5% residual value.

 

Revenue Recognition

(f) 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 reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues 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. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery or service being rendered.

 

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.

 

Deferred revenue recognized as revenue during the three months ended March 31, 2024 and 2023 was $141,369 and $nil.

 

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. 

 

Foreign Currency Translation

(g) 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, 2024   March 31, 2023 
Period-end RMB exchange rate   7.22    6.87 
Annual average RMB exchange rate   7.17    6.84 

 

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.

 

Foreign Currency Risk

(h) 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.

 

Fair Value

(i) 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.

 

Fair Value of Financial Instruments

(j) Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, other receivables, advances to suppliers, accounts payable, other payables and accruals, and advances from customers. The carrying amounts of these balances approximate their fair values due to the short-term maturities of these instruments.

 

Income Taxes

(k) 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.

 

Comprehensive Income or Loss

(l) 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.

 

Concentration of Credit Risk

(m) 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, 2024 and December 31, 2023, 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, 2024 and 2023, all revenues were generated from third parties.

 

Details of customer who accounted for 10% or more of the Company’s total revenue for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
   Amount   % of total revenue   Amount   % of total revenue 
Customer A  $    %   $115,767    33.4% 
Customer B       %    44,932    13.0% 
Customer C       %    43,413    12.5% 
Customer D   74,908    47.5%    41,965    12.1% 
Customer E   25,969    16.5%        % 
    100,877    64.0%    246,077    71.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total purchase for the three months ended March 31, 2024 and 2023 are as follows:

                
   For the three months ended March 31, 
   2024   2023 
    Amount    % of total purchase    Amount    % of total purchase 
Supplier A  $122,912    100.0%   $364,918    100.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total accounts payable as of March 31, 2024 and 2023 are as follows:

                         
    As of March 31,  
    2024     2023  
      Amount       % of total purchase       Amount       % of total purchase  
Supplier A   $ 27,367       100.0%     $ 153,572       100.0%  

 

 

 

Recent Accounting Pronouncements

(n) Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)” which enhances disclosure of transactions with governments that are accounted for by applying a grant or contribution model. The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction. The Company adopted this standard on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

 

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 consolidated financial statements.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of exchange rates
        
   March 31, 2024   March 31, 2023 
Period-end RMB exchange rate   7.22    6.87 
Annual average RMB exchange rate   7.17    6.84 
Schedule of concentration risk
                
   For the three months ended March 31, 
   2024   2023 
   Amount   % of total revenue   Amount   % of total revenue 
Customer A  $    %   $115,767    33.4% 
Customer B       %    44,932    13.0% 
Customer C       %    43,413    12.5% 
Customer D   74,908    47.5%    41,965    12.1% 
Customer E   25,969    16.5%        % 
    100,877    64.0%    246,077    71.0% 
Schedule of concentration risk
                
   For the three months ended March 31, 
   2024   2023 
    Amount    % of total purchase    Amount    % of total purchase 
Supplier A  $122,912    100.0%   $364,918    100.0% 

 

Details of supplier who accounted for 10% or more of the Company’s total accounts payable as of March 31, 2024 and 2023 are as follows:

                         
    As of March 31,  
    2024     2023  
      Amount       % of total purchase       Amount       % of total purchase  
Supplier A   $ 27,367       100.0%     $ 153,572       100.0%  
v3.24.1.1.u2
INVENTORIES (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of inventories
        
   March 31, 2024   December 31, 2023 
Ornament and adornment products  $1,239,755   $1,252,150 
v3.24.1.1.u2
MOTOR VEHICLE (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of motor vehicle
        
   March 31, 2024   December 31, 2023 
Motor vehicle  $140,203   $142,635 
Less: Accumulated depreciation   (24,419)   (18,067)
Net book value  $115,784   $124,568 
v3.24.1.1.u2
INCOME TAXES (Tables)
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of reconciliation of tax expense
        
   For the three months ended
March 31,
 
   2024   2023 
Loss before tax  $(107,792)  $(237,286)
Tax benefit calculated at statutory tax rate   25%    25% 
Computed expected benefits   (26,948)   (59,322)
Deferred tax not recognized   26,948    59,322 
Income tax expense  $   $ 
v3.24.1.1.u2
RELATED PARTIES TRANSACTIONS (Tables)
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Schedule of related parties and their relationships
   
Name of related parties   Relationship with the Company
Yu Yang (“Mr. Yang”)   Controlling shareholder
Jiaocheng Xinmu Trade Co., Ltd   Controlled by Mr. Yang
Shanxi Qiansui Automobile Trading 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
Schedule of due from related party
        
   March 31, 2024   December 31, 2023 
Shanxi Xiliu Catering Management Co., Ltd  $1,666,830   $1,695,750 
Schedule of due to related parties
           
      March 31, 2024   December 31, 2023 
Yu Yang  (a)  $366,902   $278,303 
Jiaocheng Xinmu Trade Co., Ltd  (b)   4,039,449    4,109,535 
      $4,406,351   $4,387,838 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Exchange rates)
Mar. 31, 2024
Mar. 31, 2023
Period End [Member]    
Intra-Entity Foreign Currency Balance [Line Items]    
Exchange rate 7.22 6.87
Annual Average [Member]    
Intra-Entity Foreign Currency Balance [Line Items]    
Exchange rate 7.17 6.84
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Customer concentation) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Customer A [Member]    
Product Information [Line Items]    
Revenue $ 0 $ 115,767
Customer A [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 0.00% 33.40%
Customer B [Member]    
Product Information [Line Items]    
Revenue $ 0 $ 44,932
Customer B [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 0.00% 13.00%
Customer C [Member]    
Product Information [Line Items]    
Revenue $ 0 $ 43,413
Customer C [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 0.00% 12.50%
Customer D [Member]    
Product Information [Line Items]    
Revenue $ 74,908 $ 41,965
Customer D [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 47.50% 12.10%
Customer E [Member]    
Product Information [Line Items]    
Revenue $ 25,969 $ 0
Customer E [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 16.50% 0.00%
Total Customer [Member]    
Product Information [Line Items]    
Revenue $ 100,877 $ 246,077
Total Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Product Information [Line Items]    
Percentage of total revenue 64.00% 71.00%
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Supplier concentration) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Product Information [Line Items]      
Accounts payable $ 27,367   $ 153,572
Supplier A [Member]      
Product Information [Line Items]      
Purchases 122,912 $ 364,918  
Accounts payable $ 27,367 $ 153,572  
Supplier A [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]      
Product Information [Line Items]      
Percentage of accounts payable 100.00% 100.00%  
Supplier A [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member]      
Product Information [Line Items]      
Percentage of accounts payable 100.00% 100.00%  
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]      
Net Income (Loss) Attributable to Parent $ 107,792 $ 237,286  
Net cash used in operating activities 408,882 837,028  
Working capital deficit 1,403,089    
Accumulated deficit 1,521,018   $ 1,413,226
Deferred Revenue, Revenue Recognized $ 141,369 $ 0  
Vehicles [Member]      
Property, Plant and Equipment [Line Items]      
Estimated useful lives 5 years    
v3.24.1.1.u2
INVENTORIES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Ornament and adornment products $ 1,239,755 $ 1,252,150
v3.24.1.1.u2
INVENTORIES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Impairment provision for obsolete inventories $ 0 $ 0
v3.24.1.1.u2
MOTOR VEHICLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Motor vehicle $ 140,203 $ 142,635
Less: Accumulated depreciation (24,419) (18,067)
Net book value $ 115,784 $ 124,568
v3.24.1.1.u2
MOTOR VEHICLE (Details Narrative)
1 Months Ended 3 Months Ended
Apr. 30, 2023
USD ($)
Apr. 30, 2023
CNY (¥)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Property, Plant and Equipment [Line Items]        
Depreciation expense     $ 6,703 $ 0
Vehicles [Member]        
Property, Plant and Equipment [Line Items]        
Purchase of motor vehicle $ 143,231 ¥ 1,012,301    
v3.24.1.1.u2
INCOME TAXES (Details - Effective tax rates) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Loss before tax $ (107,792) $ (237,286)
Tax benefit calculated at statutory tax rate 25.00% 25.00%
Computed expected benefits $ (26,948) $ (59,322)
Deferred tax not recognized 26,948 59,322
Income tax expense $ 0 $ 0
v3.24.1.1.u2
INCOME TAXES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Taxable income $ 0 $ 0
Income tax rate 25.00%  
Deferred tax assets $ 0 $ 0
Corporate income tax rate 25.00%  
Reconciliation of the effective tax rates 25.00% 25.00%
VAT Rate 13.00% 1.00%
HONG KONG    
Income tax rate 16.50%  
v3.24.1.1.u2
RELATED PARTIES TRANSACTIONS (Details - Related party relationships)
3 Months Ended
Mar. 31, 2024
Yu Yang [Member]  
Related Party Transaction [Line Items]  
Relationship with the company Controlling shareholder
Jiaocheng Xinmu Trade Co Ltd [Member]  
Related Party Transaction [Line Items]  
Relationship with the company Controlled by Mr. Yang
Shanxi Qiansui Automobile Trading Co Ltd [Member]  
Related Party Transaction [Line Items]  
Relationship with the company Controlled by Mr. Yang
Taiyuan Tuohang Logistics Co Ltd [Member]  
Related Party Transaction [Line Items]  
Relationship with the company Controlled by Mr. Yang
Shanxi Xiliu Catering Management Co Ltd [Member]  
Related Party Transaction [Line Items]  
Relationship with the company Controlled by Mr. Yang
v3.24.1.1.u2
RELATED PARTIES TRANSACTIONS (Details - Due from related party) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Amounts due from related party $ 1,666,830 $ 1,695,750
Shanxi Xiliu Catering Management Co Ltd [Member]    
Related Party Transaction [Line Items]    
Amounts due from related party $ 1,666,830 $ 1,695,750
v3.24.1.1.u2
RELATED PARTIES TRANSACTIONS (Details - Due to related parties) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Amounts due to related parties $ 4,406,351 $ 4,387,838
Yu Yang [Member]    
Related Party Transaction [Line Items]    
Amounts due to related parties 366,902 278,303
Jiaocheng Xinmu Trade Co Ltd [Member]    
Related Party Transaction [Line Items]    
Amounts due to related parties $ 4,039,449 $ 4,109,535
v3.24.1.1.u2
EQUITY (Details Narrative) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Equity [Abstract]      
Ordinary shares authorized 75,000,000   75,000,000
Ordinary shares, par value $ 0.001   $ 0.001
Ordinary shares outstanding 4,381,550   4,381,550
Number of shares issued during period 0 0  
v3.24.1.1.u2
RESERVES (Details Narrative)
Mar. 31, 2024
Reserves  
Annual general reserve rate required 10.00%

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