UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~September~~August ~~2024~~2025

Commission File Number 333-267453

TIAN’AN TECHNOLOGY GROUP LTD.

(Translation of registrant’s name into English)

Room ~~501~~399, No. 31, Lane ~~743~~120,

~~Taopu~~Hongjing Road, ~~Putuo~~Minhang District

Shanghai

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

On ~~September~~August 319, ~~2024~~2025, Tian’an Technology Group Ltd. (the “Company”) released its unaudited condensed interim consolidated statements of financial position for the 6-month period ended on June 30, ~~2024~~2025 and related footnotes, which are set forth below:

TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of June 30, 2024			As of December 31, 2023
	As of June 30, 2025			As of December 31, 2024
	(Unaudited)
ASSETS
Current Assets:
Cash	$	1413,~~007~~954		$	3133,~~058~~479
Account receivables		772			2,618
Accounts receivable		97,026			76,272
Other receivables		631			635
Accounts receivable - related party		67			14,632
Advances to suppliers		122,246			170,922
Accounts receivable		67			14,632
Total Current Assets		137,656			177,233
Other receivables		5,796			-
Noncurrent Assets:
Inventories		28,605			2,422
Equipment, net		1,811			-
Advance to suppliers		621,346			798,851
TOTAL ASSETS	$	~~139~~766,~~467~~794		$	~~177~~1,~~233~~025,656
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Payroll payable	$	7,946		$	7,874
Accounts payable	$	1,138		$	-
Taxes payable		795			-
Payroll payable		13,041			8,801
Advances from customers		182,564			243,552
Taxes payable		4,533			18,545
Advances from customers - related party		190,324			155,135
Advance from customers		43,916			145,651
Due to related parties		~~273~~619,~~560~~277			97734,~~138~~095
Shares to be issued		-			107,200
Other payables		44,426			98,536
Other payables		21,174			110,298
Total Current Liabilities		726,331			1,005,628
Total Current Liabilities		676,363			721,197
Commitments and Contingencies		-			-
Stockholders’ Equity:
Common Stock, No par value, 100,000,000 shares authorized; 45,518,000 shares and 45,000,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Common stock, no par value, 100,000,000 shares authorized; 45,518,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024.		-			-
Additional paid-in capital		607,200			~~500~~607,~~000~~200
Accumulated deficits		(1589,~~167,497~~643	)		(1609,~~064,348~~758	)
Other comprehensive income		2322,~~401~~906			2022,~~384~~586
Total Stockholders’ Equity		~~(536~~40,~~896~~463	)		~~(543~~20,~~964~~028	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~139~~766,~~467~~794		$	~~177~~1,~~233~~025,656

The accompanying notes are an integral part of these consolidated financial statements

TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	2024			2023
	2025			2024
	For the six months ended June 30,
	For the Six Months Ended June 30,
	2024			2023
	2025			2024
Revenue	$	54460,~~720~~939		$	~~169~~54,~~004~~720
Revenue - related parties		7810,~~032~~259			4778,~~688~~032
Total Revenues		~~132~~471,~~752~~198			~~216~~132,~~692~~752
Cost of revenue		31300,~~588~~395			~~119~~31,~~901~~588
Cost of revenue - related parties		447,~~705~~925			3744,~~045~~705
Total Cost of Revenue		76308,~~293~~320			~~156~~76,~~946~~293
Gross profit		56162,~~459~~878			5956,~~746~~459
Operating Expenses:
Operating expenses:
Selling and marketing		1826,~~356~~860			1718,~~657~~356
General and administrative		~~140~~115,~~678~~390			~~118~~140,~~531~~678
Total operating expenses		~~159~~142,~~034~~250			~~136~~159,~~188~~034
Loss from operations		(102,575	)		(76,442	)
Income (loss) from operations		20,628			(102,575	)
Other Income (Loss):
Other income (loss):
Interest income, net		925			179
Other expense, net		(~~583~~538	)		(~~474~~583	)
Other loss, net		(~~574~~513	)		(~~457~~574	)
Loss before income taxes		(103,149	)		(76,899	)
Income (loss) before income taxes		20,115			(103,149	)
Income taxes		-			-
Net loss		(103,149	)		(76,899	)
Net income (loss)		20,115			(103,149	)
Other Comprehensive Loss:
Other comprehensive income (loss):
Foreign currency translation adjustment		~~3,017~~320			183,~~489~~017
Comprehensive loss	$	(100,132	)	$	(58,410	)
Comprehensive income (loss)	$	20,435		$	(100,132	)
Loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)
Earnings (loss) per common share, basic and diluted	$	0.00		$	(0.00	)
Weighted average number of shares outstanding, basic and diluted		45,~~501~~518,~~016~~000			45,~~000~~501,~~000~~016

The accompanying notes are an integral part of these consolidated financial statements

TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Number of Shares		Common Stock		Paid-in Capital		Accumulated Deficits			Comprehensive Income		Total
	Common Stock				Additional					Other
	Number of Shares		~~Common Stock~~CommonStock		Paid-in Capital		Accumulated Deficits			Comprehensive Income		Total
Balance at December 31, 2022		45,000,000	$	-	$	500,000	$	(814,339	)	$	6,840	$	(307,499	)
Balance at December 31, 2023		45,000,000	$	-	$	500,000	$	(1,064,348	)	$	20,384	$	(543,964	)
Net loss		-		-		-		(250,009	)		-		(250,009	)
Net income		-		-		-		454,590			-		454,590
Foreign currency translation adjustment		-		-		-		-			13,544		13,544
Balance at December 31, 2023		45,000,000		-		500,000		(1,064,348	)		20,384		(543,964	)
Balance		45,000,000		-		500,000		(1,064,348	)		20,384		(543,964	)
Net loss		-		-		-		(103,149	)		-		(103,149	)
Issuance of new shares		518,000		-		107,200		-			-		107,200
Foreign currency translation adjustment		-		-		-		-			32,~~017~~202		32,~~017~~202
Balance at June 30, 2024 (unaudited)		45,518,000	$	-	$	607,200	$	(1,167,497	)	$	23,401	$	(536,896	)
Balance at December 31, 2024		45,518,000		-		607,200		(609,758	)		22,586		20,028
Balance		45,518,000	$	-	$	607,200	$	(1609,~~167,497~~758	)	$	2322,~~401~~586	$	~~(536~~20,~~896~~028	)
Net income		-		-		-		20,115			-		20,115
Foreign currency translation adjustment		-		-		-		-			320		320
Balance at June 30, 2025		45,518,000	$	-	$	607,200	$	(589,643	)	$	22,906	$	40,463
Balance		45,518,000	$	-	$	607,200	$	(589,643	)	$	22,906	$	40,463

The accompanying notes are an integral part of these consolidated financial statements

TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2024			2023
	2025			2024
	For the Six Months Ended June 30,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(103,149	)	$	(76,899	)
Net Income (Loss)	$	20,115		$	(103,149	)
Adjustments to Reconcile Net Loss to Net Cash
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Provided by (Used in) Operating Activities:
Depreciation and amortization		-			52
Depreciation and amortization		52			-
Accounts receivable		(20,239	)		1,835
Accounts receivable		1,835			(37,899	)
Accounts receivable - related party		14,437			-
Other receivables		-(5,725	)		~~805~~-
Advances to suppliers		46,268			(122,385	)
Inventories		(25,854	)		-
Accounts payable		-			12,626
Advance to suppliers		178,059			46,268
Advances from customers		151,455			7,215
Accounts payable		1,124			-
Advances from customers - related party		(174,858	)		370,813
Advance from customers		(100,986	)		151,455
Payroll payable		121			299
Advance from customers - related party		-			(174,858	)
Taxes payable		2,292			217
Advance from customers		-			(174,858	)
Other payables		(88,712	)		200
Payroll payable		4,159			121
Net Cash Provided by (Used in) Operating Activities		(164,696	)		154,992
Taxes payable		(13,904	)		2,292
Other payables		(53,783	)		(88,712	)
Net Cash Used in Operating Activities		(2,597	)		(164,696	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		~~177~~41,~~564~~266			49177,~~062~~564
Repayments to related parties		-(157,185	)		~~(144,301~~-	)
Net Cash Provided by (Used in) Financing Activities		~~177~~(115,~~564~~919	)		~~(95~~177,~~239~~564	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		~~(1,868~~-	)		-(1,868	)
Net Cash Used in Investing Activities		~~(1,868~~-	)		-(1,868	)
Effect Of Exchange Rate Changes On Cash		(511,009	)		(~~3,400~~51	)
Net Increase in Cash		10,949			56,353
Net increase (decrease) in Cash		(119,525	)		10,949
Cash, beginning of the period		3,058			15,005
Cash, beginning of period		133,479			3,058
Cash, end of the period	$	14,007		$	71,358
Cash, end of period	$	13,954		$	14,007
Supplemental Disclosure of Cash Flow Information:
Supplemental Disclosure Of Cash Flow Information:
Interest	$	925		$	179
Income taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

TIAN’AN TECHNOLOGY GROUP LTD. AND SUBSIDIARIES

NOTES TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements ~~include~~encompass the financial data of Tian’an Technology Group Ltd. (“Tian’an”), a holding company incorporated in the British Virgin Islands ~~(“BVI”)~~ on April 8, 2021; Yunke Jingrong Information Technology, Co., Ltd. ~~(“Yunke”)~~, a holding company ~~incorporated~~established in Hong Kong on October 27, 2021 and changed its name as Tian’an Technology Group (HK) Limited (“Tian’an HK”) on June 12, 2025; Shanghai Qige Power Technology Co., Ltd. (“Shanghai Qige”), an operating company incorporated in ~~the People’s Republic of~~ China (~~“the~~ PRC”) on August 10, 2016.; ~~Shanghai~~and Henan Qige isPower aArtificial ~~wholly~~Intelligence ~~owned~~Technology ~~subsidiary of Yunke~~Co., ~~which~~Ltd. is(“Henan aQige”), ~~wholly~~an ~~owned subsidiary of~~operating ~~Tian’an.~~company ~~Tian’an,~~incorporated ~~Yunke~~in ~~and~~China ~~Shanghai~~(PRC) ~~Qige~~on ~~are~~September ~~collectively~~25, ~~referred to as “the Company”~~2024. ~~Currently,~~Shanghai ~~all~~Qige ~~of the~~and ~~Company’s~~Henan ~~operations~~Qige are ~~conducted~~wholly ~~through~~owned ~~its~~subsidiaries ~~subsidiary~~of ~~Shanghai Qige.~~ Tian’an ~~and Yunke are holding companies and~~ ~~have~~HK, ~~no operations. Through~~which, ~~Shanghai~~in ~~Qige~~turn, weis ~~were~~a ~~engaged~~wholly inowned ~~the~~subsidiary ~~technology driven sales~~ of ~~power control and service systems solutions~~Tian’an. ~~In the third quarter of 2022~~Collectively, ~~the~~these ~~Company~~entities ~~shifted~~are ~~its~~referred ~~business~~to ~~model~~as ~~and through Shanghai Qige, focused on graphene production enterprises and engaged in~~ “the ~~health therapy industry~~Company. ~~We utilize the far-infrared heat therapy characteristics of graphene, which is incorporated into our products.~~”

~~The~~Currently, the Company’s ~~initially~~operations ~~marketing~~are ~~efforts~~conducted ~~are~~exclusively inthrough ~~the~~its ~~Eastern~~subsidiaries, ~~China~~Shanghai ~~market~~Qige ~~with~~and ~~intention~~Henan ofQige, ~~developing~~while aTian’an and ~~nationwide~~Tian’an ~~marketing~~HK ~~network~~function solely as holding companies without direct operations. ~~The~~ ~~Company~~Initially, ~~has~~through ~~developed~~Shanghai aQige, ~~reputation~~the Company specialized in technology-driven sales of ~~excellence~~power control and service systems solutions. However, in ~~product~~the ~~quality~~third quarter of 2022, it transitioned its business model to focus on graphene production and ~~after~~the ~~sales~~health ~~service~~therapy industry. The Company leverages the far-infrared heat therapy properties of graphene, integrating them into its products.

In the third quarter of 2024, the Company expanded its business by establishing Henan Qige as a wholly owned subsidiary in China to enter the healthcare service sector. Additionally, plans are underway to develop an online medicine distribution platform to facilitate medication delivery for customers.

The Company’s initial marketing efforts are in the Eastern China market with the intention of developing a nationwide marketing network. The Company has developed a reputation of excellence in product quality and after sales service.

SCHEDULE OF CONSOLIDATED COMPANIES

Name of Consolidated Companies	Domicile and Date of Incorporation	Paid in Capital	Percentage of Effective Ownership	Percentage Principal Activities
Tian’an Technology Group Ltd.	April 8, 2021, British Virgin Islands	USD $0	8962.05% owned by Mr. ~~Hengfei~~Heng Fei Yang	Investment holding
Yunke Jingrong Information Technology Co., Ltd.	October 27, 2021, PRC	USD $0	100% owned by Tian’an	Investment holding
Tian’an Technology Group (HK) Limited (formerly known as Yunke Jingrong Information Technology Co., Ltd.)	October 27, 2021, Hong Kong	USD $0	100% owned by Tian’an	Investment holding
Shanghai Qige Power Technology Co., Ltd.	August 10, 2016, PRC	~~USD~~RMB $￥0	100% owned by ~~Yunke~~Tian’an ~~Jingrong~~HK	Production and distribution of power drive product systems and retail of healthcare products
Henan Qige Power Artificial Intelligence Technology Co., Ltd.	September 25, 2024, PRC	RMB ￥100,000	100% owned by Tian’an HK	Artificial intelligence software development and healthcare services

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the Company and its wholly-owned subsidiaries. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP requires Management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements, and the reported amounts of ~~revenues~~revenue and expenses during the reporting period.

Management bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Significant estimates and assumptions by Management include, among others, ~~useful life and impairment analysis of long-lived assets,~~ valuation of inventory and taxes ~~right-of-use~~position ~~assets~~ and ~~liabilities~~taxes payable, allowance for credit loss of financial assets, other receivables and prepayments, revenue recognition and warranty liabilities. While Management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

Concentrations of Business and Credit Risks

All of the Company’s ~~operations~~operation ~~are~~is located in the PRC. There can be no assurance that the Company will be able to successfully continue ~~to operate~~ its ~~business~~operation and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Moreover, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, prices of raw materials, competition, ~~governmental~~ governmental and political conditions, and changes in regulations. Since the Company is dependent on trade in the PRC, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to the risks of restrictions on transfer of funds, domestic customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company operates in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between United States dollars (“USD”) and the Chinese currency Renminbi (“RMB”). The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting periods.

Statements of Cash Flows

In accordance with Statement FASB ASC Topic 230, “Statement of Cash Flows”, cash flow from the Company’s operations is calculated based upon the local currencies and translated to the reporting currency using an average foreign exchange rate for the reporting period. As a result, amounts related to assets and liabilities reported in the statements of cash flows will not necessarily be the same as the corresponding balances on the consolidated balance sheets.

Cash

Cash consist primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts.

~~Advances~~Advance to Suppliers

The Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services and records these payments as advances to suppliers. As of June 30, ~~2024~~2025 and December 31, ~~2023~~2024, advances to suppliers amounted to $~~122~~621,~~246~~346 and $~~170~~798,~~922~~851, respectively.

Inventories

Inventories are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventories. The Company regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine whether valuation allowance is required. As of June 30, ~~2024~~2025 and December 31, ~~2023~~2024, the Company reported ~~did~~inventories ~~not~~of ~~record~~$28,605 and $2,422 without inventory valuation allowance.

Equipment

Equipment are stated at cost less accumulated depreciation, and include expenditures that substantially increase the useful lives of existing assets.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows:

SCHEDULE OF EQUIPMENT ESTIMATED USEFUL LIVES

Operating Equipment		5 years
Office equipment		5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the consolidated statements of operations. Maintenance, repairs, and minor renewals are charged directly to expenses as incurred. Significant renewals and betterment to buildings and equipment are capitalized. Leasehold improvements are depreciated over the lesser of the useful life or the life of the lease.

Impairment of Long-Lived Assets

Long-lived assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines established in FASB ASC 360 (formerly SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets). The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. The Company did not record any impairment loss for the six months ended June 30, ~~2024~~2025 and ~~2023~~2024.

Leases

The Company leases space from third parties for its plant sites and/or office space. In accordance with Statement FASB ASC Topic 842, the Company recognizes a right-of-use asset and lease liability at the commencement date of the of the lease contract and recognizes in profit or loss the lease cost or expense during the lease term. As an accounting policy, the Company elects not to recognize a right-of-use asset and lease liability requirement to short-term leases, which with a term of 12 months or less, instead, recognizes the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company generally uses an incremental borrowing rate as discount rate to measure its lease liabilities, as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option.

Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Revenue Recognition

We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods and services, net of value-added tax. We determine revenue recognition through the following steps:

	●	Identify the contract with a customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to the performance obligations in the contract; and
	●	Recognize revenue when (or as) the entity satisfies a performance obligation.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate. The Company recognized revenue at point in time during the periods present.

Our revenues are net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities.

Fair Value of Financial Instruments

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

~~Loss~~Earnings (Loss) per Common Share

The basic earnings (loss) per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted ~~average~~ average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the ~~year~~six months ended June 30, 2025 and 2024. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share is the same as basic earnings (loss) per share due to the lack of dilutive instruments in the Company. For the six months ended June 30, ~~2024~~2025 and ~~2023~~ 2024, the Company had no potential dilutive common stock equivalents outstanding.

Income Taxes

The Company is governed by the Income Tax Law and associated legislations of the PRC. The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No. 109 Accounting for Income Taxes), which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

Translation of Foreign Currencies

For subsidiaries where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate shareholders’ equity, into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive loss as a component of shareholders’ equity in the consolidated balance sheet.

	2024		2023
	2025		2024
	June 30,
	2024		2023
	2025		2024
Year ended RMB: USD Exchange rate		0.1403		0.1379
RMB: USD spot exchange rate		0.1379		0.1403
Average yearly RMB: USD Exchange rate		0.1407		0.1443
RMB: USD average biannual exchange rate		0.1396		0.1407

	December 31, 2023
	December 31, 2024
Year ended RMB: USD Exchange rate		0.1412
RMB: USD spot exchange rate		0.1391
Average yearly RMB: USD Exchange rate		0.1423
RMB: USD average annual exchange rate		0.1404
Translation of Foreign Currencies Rate		0.~~1423~~1404

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

For the six months ended June 30, ~~2024~~2025 and ~~2023,~~2024 ~~the~~ foreign currency translation adjustments of $~~3,017~~320 and $183,~~489,~~017 respectively, have been ~~reported~~ reported as other comprehensive income (loss) in the consolidated financial statements.

Other Comprehensive Income

Other comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners. Other comprehensive income is not included in the computation of income tax expense or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We ~~are~~have ~~currently~~adopted ~~evaluating the impact of~~ this standard ~~on our segment disclosures~~.

In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

NOTE 2 – ~~GOING CONCERN~~LEASES

AsThe ofCompany ~~June~~leased ~~30,~~office ~~2024,~~space in the ~~Company~~PRC. ~~had~~Due ~~incurred~~to anfluctuations ~~accumulated~~in ~~deficit~~market ofconditions ~~$1,167,497~~ and achanges ~~negative~~in ~~working~~the ~~capital~~Company’s ofoperational ~~$538~~space requirements,~~707.~~ ~~The~~the ~~Company will~~office ~~require~~lease ~~additional~~rate ~~funding~~and tooffice ~~meet~~size ~~its~~may ~~ongoing~~vary ~~obligations~~over ~~and~~time. toAs ~~fund~~a ~~anticipated~~result, ~~operating~~the ~~losses.~~office ~~The~~lease ~~ability~~term ofis ~~the~~typically ~~Company~~within 12 months. toDuring ~~continue~~the asperiods apresent, ~~going~~the ~~concern~~leases isare ~~dependent~~within on12 ~~raising~~months ~~capital~~and tois ~~fund~~renewable ~~its~~upon ~~business~~mutual ~~plan~~agreement ~~and~~between ~~ultimately~~lessee toand ~~attain~~lessor, ~~profitable~~based ~~operations.~~on ~~Accordingly,~~a ~~these~~new ~~factors~~rental ~~raise~~rate ~~substantial~~and ~~doubt~~office assize toat the ~~Company’s~~renewal ~~ability~~date. toThe ~~continue~~office leases are considered as a ~~going~~short-term ~~concern~~lease ~~from~~and athe ~~period~~Company ofelected ~~one~~not ~~year~~to ~~from~~apply the ~~issuance~~recognition ofrequirements ~~these~~for ~~financial~~such ~~statements~~leases. ~~The~~Instead, ~~Company~~lease ~~intends~~payments toare ~~continue~~recognized toin ~~fund~~profit ~~its~~or ~~business~~loss byon ~~way~~a ~~of private placements~~straight-line ~~and~~basis ~~financing~~over ~~supports~~the ~~from~~lease ~~related~~term ~~parties~~and asvariable ~~may~~lease bepayments ~~required.~~are ~~These~~recognized ~~financial~~in ~~statements~~the doperiod ~~not~~in ~~include~~which ~~any adjustments relating to~~ the ~~recoverability~~obligation ~~and~~is ~~classification~~incurred. As of ~~recorded~~June ~~asset~~30, 2025 ~~amounts~~and orDecember ~~amounts~~31, ~~and~~2024, ~~classification~~the ofCompany ~~liabilities~~reported ~~that~~no ~~might~~right-of-use ~~result~~assets ~~from~~and ~~this uncertainty~~lease liabilities.

~~NOTE~~The 3following –table ~~ADVANCES~~summarizes TOthe ~~SUPPLIERS~~lease costs recognized in the consolidated statements of operations and comprehensive income:

The Company periodically makes advances to certain vendors for purchases of raw materials or to service providers for services and records these payments as advances to suppliers. As of June 30, 2024 and December 31, 2023, advances to suppliers amounted to $122,246 and $170,922, respectively.

On May 8, 2023, the Company entered into a manufacturing contract with Xiwang New Material Technology Co., Ltd. (“Xiwang”) to produce 300 customized personal sauna rooms for the Company at a price of RMB 13,800 or $2,000 per room. In accordance with the contract, the Company prepaid a refundable deposit of RMB 1.1 million or approximately $160,000 to Xiwang. The customized personal sauna rooms will be built with the Company’s owned brand, “Qige Power.” As of June 30, 2024 and December 31, 2023, the advance to Xiwang was approximately $94,000 and $160,000, respectively.

NOTE 4 – EQUIPMENT, NET

Equipment consisted of the following:

SCHEDULE OF EQUIPMENT

	June 30, 2024			December 31, 2023
Operating equipment	$	1,863		$	-
Equipment, gross		1,863			-
Less: accumulated depreciation		(52	)		-
Equipment, net	$	1,811		$	-

Depreciation expenses for the six months ended June 30, 2024 and 2023 were $52 and $0, respectively. Management evaluates if any circumstance change that make aggregate undiscounted future cash flow generate by the equipment will be less than its carrying amount in annual basis. There is not any impairment situation for the six months ended June 30, 2024 and 2023, respectively.

NOTE 5 – LEASES

The Company’s lease portfolio primarily consists of an office lease. The lease had a term from April 17, 2021 to April 16, 2024. On October 13, 2022, the Company early terminated the lease. Instead, the Company relocated with a 12-month new lease. As of June 30, 2024 and December 31, 2023, the Company reported no right-of-use assets and lease liabilities.

The following table summarizes the lease costs recognized in the unaudited consolidated statements of earnings:

SCHEDULE OF LEASE COST

	2024		2023
	2025		2024
	For the Six Months Ended June 30,
	2024		2023
	2025		2024
Operating lease cost	$	-	$	-
Short-term lease cost		39,800		3,~~896~~800
Variable lease cost		-		-
Total lease cost	$	39,800	$	3,~~896~~800

NOTE 63 – RELATED PARTY TRANSACTIONS

Due to related parties

OnDuring ~~April~~the 15six months ended June 30, ~~2021~~2025 and 2024, the Company ~~entered~~borrowed ~~into~~an aaggregate ~~loan agreement~~ of $~~293~~41,~~493 with~~266 ~~one~~and ~~of its related parties~~$177, ~~Mr. Hengfei Yang~~564, proceeds ~~without~~from ~~interest charge and collateral~~Mr. ~~The~~Heng ~~loan~~Fei ~~is due on demand. Mr. Hengfei~~ Yang, is the Company’s CEO and sole director. The ~~loan~~Company ~~was~~ repaid ~~in full~~ $157,185 during the ~~second quarter of 2022. During the~~ six months ended June 30, ~~2024~~ 2025 and ~~2023,~~$0 in the ~~Company~~same ~~borrowed~~period anin ~~aggregate~~2024. ofThese ~~$177,564~~loans ~~and~~are ~~$49~~unsecured,~~062~~ ~~proceeds from Mr. Yang~~interest-free, and ~~repaid~~repayable $0on ~~and $144,301, respectively~~demand. As of June 30, ~~2024~~2025 and December 31, ~~2023~~ 2024, the outstanding ~~balance of the~~ loan balance was $~~273~~619,~~560 and~~277 and $97734,~~138~~095, respectively.

OnAdvances ~~August~~from ~~20, 2022, the Company entered into a 12-month loan agreement of $178,241 with one of its~~ related parties, Mr. Jinhua Xu, without interest charge and collateral. During the six months ended June 30, 2023, the Company repaid $129,871. As of June 30, 2024 and December 31, 2023, the outstanding balance of the loan was $0, respectively.

~~Advances~~On ~~from~~April ~~customers~~18, –2023, the Company entered into a sale agreement with Suzhou Aixi Health Technology Co., Ltd. (“Aixi”) to sell 100 sets of granphene based sauna rooms for approximately $253,000. The related ~~parties~~products were delivered and sold in 2024. The Company collected $0 and $95,414 as advances from Aixi during the six months ended June 30, 2025 and 2024. As of June 30, 2025 and December 31, 2024, the ending balance was $0.

~~Suzhou~~NOTE ~~Aixi~~4 ~~Health~~– ~~Technology~~OTHER Co., Ltd. (“Aixi”) is under the common management as the Company. On April 18, 2023, the Company entered into a sale agreement with Aixi to sell 100 sets of graphene based sauna rooms for approximately $253,000. The Company collected $95,414 and $155,135 as advances from Aixi during the six months ended June 30, 2024 and during the year ended December 31, 2023. As of June 30, 2024 and December 31, 2023, the ending balance was $190,324 and $155,135, respectively.PAYABLES

~~Sales~~As ~~with~~of aJune ~~related~~30, ~~party~~2025 and December 31, 2024, the Company reported $44,426 and $98,536 as its other payables, respectively. The other payables mainly consist of payables for professional services, including audit, legal, and financial statement filing services.

~~During~~NOTE ~~the~~5 ~~six~~– ~~months ended June 30, 2024 and 2023, the Company sold healthcare products of $0 and $6,425 to one of its related parties, Suzhou Xinjianlin Health Management Co., Ltd. (“Xinjianlin”).~~EQUITY

~~During~~The ~~the~~Company ~~six~~is ~~months~~authorized ~~ended~~to ~~June~~issue 30100,000,000 ~~2024~~shares ~~and~~of ~~2023,~~common ~~the~~stock ~~Company~~without ~~sold~~par ~~healthcare~~value. ~~products~~As of ~~$78~~June 30,~~032~~ 2025 and ~~$41~~December 31,~~263~~ to2024, ~~one~~it ofhad 45,518,000 ~~its~~shares ~~related~~issued ~~parties, Aixi~~and outstanding.

NOTE 7 – ADVANCES FROM CUSTOMERS

The Company periodically receives advances from certain customers for product sales and records these collections as advances from customers. As of June 30, 2024 and December 31, 2023, advances to suppliers amounted to $182,564 and $31,768, respectively.

NOTE 8 – OTHER PAYABLES

As of June 30, 2024 and December 31, 2023, the Company reported $21,174 and $110,298 as its other payables, respectively. The other payables mainly consist of payables for professional services, including audit, legal, and financial statement filing services.

NOTE 9 – EQUITY

The Company is authorized to issue 100,000,000 shares of common stock without par value. As of June 30, 2024 and December 31, 2023, it had 45,518,000 and 45,000,000 shares outstanding, respectively.

On July 13, 2022, the Company declared a reverse stock split to convert its outstanding common stock from 100,000,000 shares to 40,000,000 shares.

On August 22, 2022, the Company issued 5 million shares to 66 individuals for RMB 3,400,700 or approximately $500,000. The relevant subscription receivable has been collected in May and June 2022.

On October 26, 2023, the Company sold 500,000 shares to Mr. Gang Wang for $100,000. OnAdditionally, on December 25, 2023, the Company sold 18,000 shares to Mr. Lihong Zou for $7,200. ~~Those~~The ~~shares~~total ~~were~~of ~~issued~~518,000 ~~during~~shares ~~the~~from ~~six~~these ~~months~~transactions ~~ended~~was ~~June~~issued ~~30,~~in 2024.

NOTE 106 – TAXES

Income Taxes

British Virgin Islands (“BVI”)

Tian’an is registered in BVI and are not subject to tax on income or capital gain. In addition, payments of dividends by Tian’an to their shareholders are not subject to withholding tax in the BVI.

Hong Kong

The Company’s subsidiary, ~~Yunke~~Tian’an HK, is incorporated in Hong Kong and have no operating profit or tax liabilities during the period. ~~Yunke~~ Tian’an HK is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong.

The PRC

The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the PRC at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, ~~2024~~2025 and ~~2023~~2024 from our continuing operation is as follows:

	2024			2023
	2025			2024
	For the Six Months Ended June 30,
	2024			2023
	2025			2024
Loss before income taxes from operations in the PRC	$	(103,149	)	$	(76,899	)
Income (loss) before income taxes from operations in the PRC	$	20,115		$	(103,149	)
Statutory income tax rate		25	%		25	%
Income tax expense at statutory rate		~~(25~~5,~~787~~029	)		(1925,~~225~~787	)
Tax effect of non-deductible items		-			-
Tax effect of net operating loss carryforward		(5,029	)		-
Valuation allowance of deferred tax assets		~~25,787~~-			1925,~~225~~787
Income tax expense	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $25147,~~787~~411 ~~and~~for ~~$62,502~~the assix ofmonths ended June 30, ~~2024 and December 31~~2025, ~~2023, respectively,~~ primarily relating to net operating loss carryforwards from the local tax regime.

Value-Added Tax and Other Withholding and Other Levies

The Company’s products are sold in the PRC and are subject to VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company for raw materials and other materials included in the cost of producing or acquiring its finished products. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of materials or finished goods: otherwise, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting periods. As of June 30, ~~2024~~2025 and December 31, ~~2023~~2024, the Company recorded VAT ~~credit~~payable of $04,428 and $118,~~500~~545, respectively.

The Company is also subject to ~~other~~various ~~levies~~local ~~such~~government aslevies, including stamp tax, ~~unban~~urban construction tax, and additional education tax ~~which are charged by local governments~~. The rates offor ~~such~~these levies are ~~small~~minimal and vary ~~among~~across the different jurisdictions in which the Company ~~does business~~operates. ~~The~~Additionally, the Company ~~also~~serves ~~acts~~ as the ~~personal income tax~~ withholding agent for ~~the~~personal ~~salaries~~income ~~paid~~tax ~~its~~on ~~employees~~employee salaries. As of June 30, ~~2024~~2025 and December 31, ~~2023~~2024, the Company recorded $105 and $0 in other levies and ~~withholding~~tax ~~$0, respectively~~withholdings.

NOTE 117 – ~~NET~~ EARNINGS (LOSS) PER SHARE

Basic ~~net~~earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of of potential common shares outstanding is included in diluted ~~net~~earnings (loss) per share. The following table sets forth the computation of basic and diluted ~~net~~earnings (loss) per share for the six months ended June 30, ~~2024~~2025 and ~~2023~~2024:

	2025			2024
	For the Six Months Ended June 30,
	2024			2023
	2025			2024
Net loss attributable to common shareholders	$	(103,149	)	$	(76,899	)
Net income (loss) attributable to common shareholders	$	20,115		$	(103,149	)
Weighted average common shares outstanding – Basic and diluted		45,~~501~~518,~~016~~000			45,~~000~~501,~~000~~016
Loss per shares – basic and diluted	$	(0.00	)	$	(0.00	)
Earnings (loss) per shares – basic and diluted	$	0.00		$	(0.00	)

NOTE 128 – STATUTORY RESERVES

Under the laws of the PRC the Company’s subsidiaries are required to make appropriations to the statutory reserve based on after-tax net earnings and determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. The reserves amounted to $0 and $0 as of June 30, ~~2024~~2025 and December 31, ~~2023~~2024.

NOTE 139 – CONCENTRATIONS OF RISK

The Company is exposed to the following ~~concentrations~~concentration ~~of risk~~risks:

a.	Credit risk and major customers

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

As of June 30, ~~2024~~2025 and December 31, ~~2023~~2024, 100% of the Company’s cash including cash on hand and deposits in accounts were maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of a bank’s failure. However, the Company has not experienced any such losses and believes it is not exposed to any significant risks on its cash in bank accounts.

The Company’s key customers are located in the PRC. The Company has not entered into long-term supply contracts with any of these major customers. During the six months ended June 30, ~~2024~~2025 and ~~2023~~2024, the Company’s customers that accounted for 10% or more of the Company’s revenue were listed as ~~follow~~follows:

SCHEDULE OF CONCENTRATION OF RISK

Customers	2024			2023
	For the Six Months Ended June 30,
Customers	~~2024~~2025			~~2023~~2024
A		-33	%		71-	%
B		591	%		1959	%
C		2125	%		-21	%
D		20	%		-

The suppliers accounted for 10% or more of the Company’s purchases during the six months ended June 30, ~~2024~~2025 and ~~2023 were listed as follow:~~2024.

Suppliers	2024			2023
	For the Six Months Ended June 30,
Suppliers	~~2024~~2025			~~2023~~2024
AA		879	%		8576	%
BB		-21	%		15-	%
CC		36-	%		-24	%
DD		45	%		-
Concentration risk percentage		-			24	%
EE		-			-
Concentration risk percentage		-			-

b.	Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

c.	Exchange rate risk

The ~~reporting~~Company ~~currency~~reports ofits ~~the~~financial ~~Company~~statements isin ~~USD,~~U.S. todollars ~~date~~(USD). However, the majority of ~~the~~its revenues and costs are denominated in Chinese Renminbi (RMB), and a significant portion of ~~the~~its assets and liabilities are ~~denominated~~also held in RMB. As a result, the Company is exposed to foreign exchange risk, as ~~its revenues and results of operations may be affected by~~ fluctuations in the exchange rate between ~~US$~~USD and RMB. Ifmay ~~RMB~~impact ~~depreciates~~its ~~against US$, the value of RMB~~ revenues and ~~assets as expressed in USD~~ financial ~~statements~~results. ~~will~~A ~~decline.~~depreciation of ~~The~~RMB ~~Company~~against ~~does~~USD ~~not~~would ~~hold~~reduce ~~any~~the ~~derivative~~value orof ~~other~~RMB-denominated ~~financial instruments~~revenues ~~that~~and ~~expose~~assets towhen ~~substantial~~translated ~~market~~into ~~risk~~USD.

The Company does not hold any derivative or other financial instruments that would expose it to substantial market risk.

d.	Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The outbreak of COVID-19 pandemic has expanded all over the world since the beginning of 2020, which has greatly slowdown the growth of the global economy, including the PRC, and this effect might be continued until the COVID 2019 was controlled by the human being. The slowdown of the growth of the PRC’s economy might has adversely effect on our current business and future developments if we would not catch the opportunities of the increasing demand of medical from the popular residents.

The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 3, 2024	By:	/s/ Hengfei Yang
Date: August 27, 2025	By:	/s/ Hengfei Yang
	Name:	Hengfei Yang
	Title:	Chief Executive Officer

Filing Compare · Tian'an Technology Group Ltd