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~~June 3130, 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~~August 1014, 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 Balance sheets as of June 30, 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 Operations and Comprehensive Loss for the three and six months ended June 30, 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 Changes in Deficit for the six months ended June 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements for the three months ended March 31, 2024 and 2023 (Unaudited)	7
	Notes to the Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 and 2023 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1417
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1823
Item 4.	Controls and Procedures.	1824
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings.	1925
Item 1A.	Risk Factors.	1925
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1925
Item 3.	Defaults Upon Senior Securities.	1925
Item 4.	Mine Safety Disclosures.	1925
Item 5.	Other Information.	1925
Item 6.	Exhibits.	1926

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~~JUNE 3130, 2024 (UNAUDITED) AND DECEMBER 31, 2023 (AUDITED)

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	8624,~~945~~527		$	412,154
Other receivables		~~716~~998			731
Inventories		1,~~239~~231,~~755~~465			1,252,150
Advance to suppliers		4964,~~563~~021			16,200
Amounts due from a related party		~~1,666,830~~–			1,695,750
Total current assets		31,~~043~~321,~~809~~011			3,376,985
Non-current assets:
Motor vehicle		~~115~~108,~~784~~418			124,568
Total non-current assets		~~115~~108,~~784~~418			124,568
Total assets	$	31,~~159~~429,~~593~~429		$	3,501,553
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~27,367~~–		$	153,572
Other payables and accruals		1310,~~180~~948			12,553
Advance from customers		–688			142,889
Amounts due to related parties		42,~~406~~791,~~351~~836			4,387,838
Total current liabilities		42,~~446~~803,~~898~~472			4,696,852
Total liabilities		42,~~446~~803,~~898~~472			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
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 June 30, 2024 and December 31, 2023)		4,382			4,382
Additional paid in capital		162,864			162,864
Foreign currency translation reserves		6672,~~467~~892			50,681
Accumulated deficit		(1,~~521~~614,~~018~~181	)		(1,413,226	)
Total deficit		(1,~~287~~374,~~305~~043	)		(1,195,299	)
Total liabilities and deficit	$	31,~~159~~429,~~593~~429		$	3,501,553

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

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 AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023 (UNAUDITED)

	Three months ended March 31,
	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
REVENUES	$	~~157,625~~244		$	~~346~~854,~~619~~097		$	157,135		$	1,200,716
COST OF REVENUES		(~~115~~2,~~949~~101	)		(~~310~~737,~~206~~498	)		(117,519	)		(1,047,704	)
GROSS PROFIT		41,676			36,413
GROSS (LOSS) PROFIT		(1,857	)		116,599			39,616			153,012
Selling and marketing expenses		(6,~~822~~764	)		(76,~~072~~956	)		(13,586	)		(14,028	)
General and administrative expense		(~~142~~84,~~751~~545	)		(~~266~~121,~~705~~335	)		(227,093	)		(388,040	)
Total operating expenses		(~~149~~91,~~573~~309	)		(~~273~~128,~~777~~291	)		(240,679	)		(402,068	)
LOSS FROM OPERATIONS		(~~107~~93,~~897~~166	)		(~~237~~11,~~364~~692	)		(201,063	)		(249,056	)
OTHER INCOME		~~105~~3			78417			108			495
LOSS BEFORE INCOME TAXES		(~~107~~93,~~792~~163	)		(~~237~~11,~~286~~275	)		(200,955	)		(248,561	)
INCOME TAXES		–			–			–			–
NET LOSS	$	(~~107~~93,~~792~~163	)	$	(~~237~~11,~~286~~275	)	$	(200,955	)	$	(248,561	)
Foreign currency translation differences	$	156,~~786~~425		$	(451,~~971~~160	)	$	22,211		$	46,189
TOTAL COMPREHENSIVE LOSS	$	(92,006	)	$	(242,257	)
TOTAL COMPREHENSIVE (LOSS) INCOME	$	(86,738	)	$	39,885		$	(178,744	)	$	(202,372	)
Loss per share:
Earnings per share:
Basic and Diluted	$	(0.02021	)	$	(0.05003	)	$	(0.046	)	$	(0.057	)
Weighted average number of shares used in computation:
Basic and Diluted		4,381,550			4,381,550			4,381,550			4,381,550

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

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND ~~2023~~ 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~~248,~~286~~561	)		(~~237~~248,~~286~~561	)
Other comprehensive loss		–		–		–		(4,971	)		–			(4,971	)
Other comprehensive income		–		–		–		46,189			–			46,189
Balance at March 31, 2023		4,381,550		4,382		162,864		21,434			(1,360,846	)		(1,172,166	)
Balance at June 30, 2023		4,381,550		4,382		162,864		72,594			(1,372,121	)		(1,132,281	)
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~~200,~~792~~955	)		(~~107~~200,~~792~~955	)
Other comprehensive income		–		–		–		1522,~~786~~211			–			1522,~~786~~211
Balance at March 31, 2024		4,381,550	$	4,382	$	162,864	$	66,467		$	(1,521,018	)	$	(1,287,305	)
Balance at June 30, 2024		4,381,550	$	4,382	$	162,864	$	72,892		$	(1,614,181	)	$	(1,374,043	)

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

TANCHENG GROUP CO., LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND ~~2023~~ 2023 (UNAUDITED)

	Three months ended March 31,
	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(~~107~~200,~~792~~955	)	$	(~~237~~248,~~286~~561	)
Adjustment for:
Depreciation		613,~~703~~344			–4,631
Changes in operating assets and liabilities:
Other receivables		–(289	)		(~~441~~5,~~765~~142	)
Inventories		(98,~~018~~713	)		(60469,~~483~~517	)
Advance to suppliers		(3348,~~859~~603	)		(3875,~~335~~507	)
Accounts payable		(~~124~~151,~~393~~230	)		–489,246
Other payables and accruals		~~846~~(1,322	)		(1122,~~262~~935	)
Advance from customers		(~~141~~140,~~369~~016	)		–564,196
Amounts due from related parties		–			(4744,~~897~~412	)
Cash used in operating activities		(408,882	)		(837,028	)
Cash (used in) provided by operating activities		(537,784	)		191,999
Cash flows from investing activities:
Purchase of motor vehicles		–			(146,258	)
Cash used in investing activities		–			(146,258	)
Cash flows from financing activities:
Amounts due to related parties		88156,~~623~~647			1,~~040~~074,~~586~~151
Cash provided by financing activities		88156,~~623~~647			1,~~040~~074,~~586~~151
Effect of exchange rate changes on cash and cash equivalents		(46,~~950~~490	)		(~~378~~54,689	)
Net (decrease) increase in cash and cash equivalents		(~~325~~387,~~209~~627	)		~~203~~1,~~180~~065,203
Cash and cash equivalents at the beginning of the year		412,154			71,207
Cash and cash equivalents at the end of the period	$	8624,~~945~~527		$	~~274~~1,~~387~~136,410

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

TANCHENG GROUP CO., LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 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~~200,~~792~~955 and had net cash used in operating activities of $~~408~~537,~~882~~784 for the ~~three~~six months ended ~~March~~June 3130, 2024. As of ~~March~~June 3130, 2024, the Company had net ~~current~~ current liability of $1,~~403~~482,~~089~~461 and an accumulated deficit of $1,~~521~~614,~~018~~181. 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 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.

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, 2024.7

(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~~June 3130, 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 and six months ended ~~March~~June 3130, 2024 and 2023 ~~was~~were $nil, $nil, 141,369 and $nil, respectively.

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:

Schedule of exchange rates
	March 31, 2024		March 31, 2023
	June 30, 2024		June 30, 2023
Period-end RMB exchange rate		7.2227		67.8725
Annual average RMB exchange rate		7.17		6.84
Period average RMB exchange rate		7.21		6.92

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.

910

(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~~June 3130, 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 and six months ended ~~March~~June 3130, 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 and six months ended ~~March~~June 3130, 2024 and 2023 are as follows:

Schedule of concentration risk
Schedule of concentration risk total revenue
	For the three months ended March 31,
	For the three months ended June 30,
	2024				2023
	Amount		% of total revenue		Amount		% of total revenue
Customer A	$	–		–%	$	115,~~767~~073		~~33.4~~13%
Customer B		–122		–50%		~~44,932~~–		~~13.0~~–%
Customer C		–122		–50%		~~43,413~~–		~~12.5~~–%
Customer D		74,908		47.5%		41,965		12.1%
	$	244		100%	$	115,073		13%
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 six months ended June 30,
	2024				2023
	Amount		% of total revenue		Amount		% of total revenue
Customer A	$	–		–%	$	115,073		10%
Customer B		74,558		47%		–		–%
Customer C		25,847		16%		–		–%
Customer D		19,646		13%		–		–%
	$	120,051		76%	$	115,073		10%

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~~purchase ~~payable~~for asthe ofthree ~~March~~and 31six months ended June 30, 2024 and 2023 are as follows:

As of March 31,

Schedule of concentration risk total purchase

For the three months ended June 30,

2024

2023

Amount

~~Amount~~

% of total purchase

~~% of total purchase~~

Amount

~~Amount~~

% of total purchase

~~% of total purchase~~

Supplier A

~~27,367~~–

~~100.0~~–%

~~153~~1,~~572~~268,664

100.0%

	For the six months ended June 30,
	2024				2023
	Amount		% of total purchase		Amount		% of total purchase
Supplier A	$	122,338		100.0%	$	1,629,339		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.

3.	INVENTORIES

Schedule of inventories
	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Ornament and adornment products	$	1,~~239~~231,~~755~~465	$	1,252,150

No impairment provision for obsolete inventories was recorded for the three and six months ended ~~March~~June 3130, 2024 and 2023.

4.	MOTOR VEHICLE

Schedule of motor vehicle
	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
Motor vehicle	$	~~140~~139,~~203~~295		$	142,635
Less: Accumulated depreciation		(2430,~~419~~877	)		(18,067	)
Net book value	$	~~115~~108,~~784~~418		$	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 and six months ended ~~March 31~~June 30, 2024 ~~was~~, and 2023 were $6,~~703~~641, $4,631, $13,344 and $4,631, respectively.

5.	INCOME TAXES

(a) Enterprise Income Tax (“EIT”)

Tancheng Group Co., Ltd. was incorporated in ~~the~~ 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~~and six months ended ~~March~~June 3130, 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~~June 3130, 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 and six months ended ~~March~~June 3130, 2024 and 2023 is as follows:

Schedule of reconciliation of tax expense
	For the three months ended March 31,
	For the three months ended June 30,
	2024			2023
Loss before tax	$	(~~107~~93,~~792~~163	)	$	(~~237~~11,~~286~~275	)
Tax benefit calculated at statutory tax rate		25%			25%
Computed expected benefits		(2623,~~948~~291	)		(592,~~322~~819	)
Deferred tax not recognized		2623,~~948~~291			592,~~322~~819
Income tax expense	$	–		$	–

	For the six months ended June 30,
	2024			2023
Loss before tax	$	(200,955	)	$	(248,561	)
Tax benefit calculated at statutory tax rate		25%			25%
Computed expected benefits		(50,239	)		(62,140	)
Deferred tax not recognized		50,239			62,140
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 and six months ended June ~~March 31~~30, 2024.

6.	RELATED PARTIES TRANSACTIONS

The table below sets forth the related parties and their relationships with the Company as of ~~March~~June 3130, 2024 and December 31, 2023:

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 (“Jiaocheng Xinmu”) 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 (“Shanxi Xiliu”) Controlled by Mr. Yang

The related party balances and transactions are as follows:

~~Amounts~~Amount due from a related party:

Schedule of due from related party
	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Shanxi Xiliu Catering Management Co., Ltd	$	~~1,666,830~~–	$	1,695,750

12Amounts 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. On June 30, 2024, the Company, Shanxi Xiliu and Jiaocheng Xinmu made an arrangement to legally offset the Company’s receivable from Shanxi Xiliu with the payable to Jiaocheng Xinmu in the amount of $1,656,035 (the “Netting Arrangement”). The amount due from Shanxi Xiliu was fully settled after the Netting Arrangement.

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:

Schedule of due to related parties
		March 31, 2024		December 31, 2023
		June 30, 2024		December 31, 2023
Yu Yang	(a)	$	~~366~~394,~~902~~639	$	278,303
Jiaocheng Xinmu Trade Co., Ltd	(b)		42,~~039~~357,~~449~~253		4,109,535
		$	4,406,351	$	4,387,838
Taiyuan Tuohang Logistics Co., Ltd	(c)		39,944		–
		$	2,791,836	$	4,387,838

(a) Amounts due to Yu Yang represent payments made to vendors on behalf of the Company for operational purposes. During the three and six months ended June 30, 2024, apart from the exchange differences arising from the translation of RMB balances into U.S. dollar at different period-end and year-end exchange rates. Yu Yang had paid the operation and administration expenses on behalf of the Company in an aggregate amount of $27,748 and $116,370, respectively (b) Amounts due to Jiaocheng Xinmu Trade Co., Ltd represent advances made to the Company for operational purposes. ~~The~~During ~~balances~~the ~~with~~three Yuand ~~Yang~~six ~~and~~months ~~Jiaocheng~~ended ~~Xinmu~~June ~~Trade Co.~~30, ~~Ltd~~2024, ~~include~~apart from the exchange differences arising from the translation of RMB balances into U.S. dollar at different period-end and year-end exchange rates, asthe ofCompany, ~~March~~Shanxi ~~31,~~Xiliu ~~2024~~and Jiaocheng Xinmu made the Netting Arrangement to offset the related parties receivable and ~~December~~payable 31balance. The amount due to Jiaocheng Xinmu was reduced to $2,357,253 ~~2023~~after the Netting Arrangement. (c) Amounts due to Taiyuan Tuohang Logistics Co., Ltd represent payments made to vendors on behalf of the Company for operational purposes.

During the three and six months ended ~~March~~June 3130, 2024, there was no movement on the balance with Jiaocheng Xinmu Trade Co., Ltd; whereas Yu Yang had paid the operation and administration ~~expenses~~ expenses on behalf of the Company in an aggregate amount of $88,623 and $116,370, respectively.

7.	EQUITY

Authorized Shares

As of ~~March~~June 3130, 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~~June 3130, 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 and six months ended ~~March~~June 3130, 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~~June 3130, 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~~June 3130, 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~~June 3130, 2024 to the date of the release of these condensed consolidated financial statements and has determined that there are no items to disclose.

1316

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.

Results of Operations

Comparison for The Three Months Ended ~~March~~June 3130, 2024 and 2023

The following table sets forth key components of our results of operations during the three months ended ~~March~~June 3130, 2024 and 2023.

	2024			2023			~~Change~~(Decrease) Increase
Revenue	$	~~157,625~~244		$	~~346~~854,~~619~~097		$	(~~188~~853,~~994~~853	)
Cost of revenue		(~~115~~2,~~949~~101	)		(~~310~~737,~~206~~498	)		(~~194~~735,~~257~~397	)
Gross profit		41,676			36,413			5,263
Gross (loss) profit		(1,857	)		116,599			(118,456	)
Selling and marketing expenses		(6,~~822~~764	)		(76,~~072~~956	)		(~~250~~192	)
General and administrative expense		(~~142~~84,~~751~~545	)		(~~266~~121,~~705~~335	)		(~~123~~36,~~954~~790	)
Loss from operations		(~~107~~93,~~897~~166	)		(~~237~~11,~~364~~692	)		~~(129~~81,~~467~~474	)
Other income		~~105~~3			78417			27(414	)
Net loss	$	(~~107~~93,~~792~~163	)	$	(~~237~~11,~~286~~275	)	$	~~(129~~81,~~494~~888	)

Revenue

We generated $~~157,625~~244 in revenue for the three ~~months~~ months ended ~~March~~June 3130, 2024, compared to $~~346~~854,~~619~~097 for the three months ended ~~March~~June 3130, 2023, representing ana decrease in revenues of $~~188~~853,~~994 or~~853 54or 100.50% compared to the ~~first~~second quarter of 2023. ~~The~~We ~~decrease~~sold ~~was~~only ~~mainly~~two ~~due~~pieces toof ~~the~~ornament ~~decrease~~and inadornment ~~product~~products ~~selling~~during ~~prices~~the assecond wequarter ~~adjusted our~~of ~~price~~2024. ~~downward~~Since tothe ~~attract~~beginning ~~customers~~of ~~and~~2024, ~~the~~we ~~decrease~~experienced intensified competition, resulting in ~~quantity~~increased ~~sold~~price bysensitivity 75among customers.1% ~~from~~Our competitors’ ~~1,975~~pricing ~~pieces~~strategies ofand ~~ornament~~promotional ~~and~~activities ~~adornment~~contributed ~~products~~to ~~sold during~~downward ~~the~~pressure on product selling prices. During the first quarter of ~~2023~~2024, we significantly reduced our selling prices to ~~492~~attract ~~pieces~~customers. ofHowever, ~~ornament~~this ~~and~~price ~~adornment~~competition ~~products~~strategy ~~sold~~was ineffective ~~during~~in the ~~first~~second quarter of 2024. Weas ~~experienced intensified~~there ~~competition,~~was ~~resulting~~an in increased ~~price~~number ~~sensitivity~~of ~~among~~competitors ~~customers.~~entering ~~Our~~the ~~competitors’~~market ~~pricing~~and ~~strategies~~selling ~~and~~similar ~~promotional~~products. ~~activities~~We ~~contributed~~are redefining and adjusting our business strategy to ~~downward~~gain ~~pressure~~a oncompetitive ~~product~~advantage ~~selling~~in ~~prices~~the market.

Cost of Revenue

Cost of revenue was $~~115~~2,~~949~~101 for the three months ended ~~March~~June 3130, 2024 compared to $~~310~~737,~~206~~498 for the three months ended ~~March~~June 3130, 2023. Cost of revenue mainly consists of the cost of products sold and labor cost. The decrease in cost of revenue by $~~194~~735,~~257~~397 or 6299.67% 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 (loss) profit

Gross loss for the three months ended June 30, 2024 was $1,857 compared with gross profit $116,599 for the three months ended June 30, 2023. As a percentage of revenue, our gross margin decreased from 13.7% for the second quarter of 2023 to (761.1)% for the second quarter of 2024, primarily because the reduction in revenue was greater than the decrease in the cost of revenue.

Operating Expenses

General and administrative expense

By far the most significant component of our operating expenses for both the three months ended June 30, 2024 and 2023 was general and administrative expenses in the amount of $84,545 and $121,335, respectively. The decrease of $36,790 or 30.3% was mainly due to a decrease in legal and professional fees. In the three months ended June 30, 2023, we incurred legal and professional fees in connection with the execution and completion of the Contribution transaction, because 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 June 30, 2024.

Net Loss

We reported a net loss of $93,163 for the three months ended June 30, 2024 compared to a net loss of $11,275 for the three months ended June 30, 2023. Although we operated at a loss, we expect to see a positive trend in our future results.

Comparison for The Six Months Ended June 30, 2024 and 2023

The following table sets forth key components of our results of operations during the six months ended June 30, 2024 and 2023.

	2024			2023			(Decrease) Increase
Revenue	$	157,135		$	1,200,716		$	(1,043,581	)
Cost of revenue		(117,519	)		(1,047,704	)		(930,185	)
Gross profit		39,616			153,012			(113,396	)
Selling and marketing expenses		(13,586	)		(14,028	)		(442	)
General and administrative expense		(227,093	)		(388,040	)		(160,947	)
Loss from operations		(201,063	)		(249,056	)		(47,993	)
Other income		108			495			(387	)
Net loss	$	(200,955	)	$	(248,561	)	$	(47,606	)

Revenue

We generated $157,135 in revenue for the six months ended June 30, 2024 compared to $1,200,716 for the six months ended June 30, 2023, representing a decrease in revenues of $1,043,581 or 86.9% compared to the first half year of 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 86.8% from 3,715 pieces of ornament and adornment products sold during the first half year of 2023 to 494 pieces of ornament and adornment products sold during the first half year 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 $117,519 for the six months ended June 30, 2024 compared to $1,047,704 for the six months ended June 30, 2023. Cost of revenue mainly consists of the cost of products sold and labor cost. The decrease in cost of revenue by $930,185 or 88.8% 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~~six months ended ~~March 31,~~June 30, 2024 was $4139,~~676~~616 compared with $36153,~~413~~012 for the ~~three~~six months ended ~~March~~June 3130, 2023. As a percentage of revenue, our gross margin increased from 1012.57% for the first ~~quarter~~half year of 2023 to 2625.42% for the first ~~quarter~~half year of 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~~six months ended ~~March~~June 3130, 2024 and 2023 was general and administrative expenses in the amount of $~~142~~227,~~751~~093 and $~~266~~388,~~705~~040, respectively. The decrease of $~~123~~160,~~954~~947 or 4641.5% was mainly due to a decrease in legal and professional fees. In the ~~three~~six months ended ~~March 31~~June 30, 2023, we incurred legal and professional fees in connection with the execution and completion of the Contribution transaction, as ~~a result~~ because 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~~six months ended ~~March~~June 3130, 2024.

Net Loss

We reported a net loss of $~~107~~200,~~792~~955 for the ~~three~~six months ended ~~March~~June 3130, 2024 compared to a net loss of $~~237~~248,~~286~~561 for the ~~three~~six months ended ~~March~~June 3130, 2023. Although we operated at a loss, we expect to see a positive trend in our future results.

Liquidity and Capital Resources

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
Working capital:
Total current assets	$	31,~~043~~321,~~809~~011		$	3,376,985
Total current liabilities		(42,~~446~~803,~~898~~472	)		(4,696,852	)
Working capital deficiency	$	(1,~~403~~482,~~089~~461	)	$	(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~~June 3130, 2024, we had cash and cash equivalents of $8624,~~945~~527. The following table provides detailed information about our net cash flows for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023:

	For the three months ended March 31,
	For the six months ended June 30,
	2024			2023
Cash flows:
Net cash used in operating activities	$	(408,882	)	$	(837,028	)
Net cash (used in) provided by operating activities	$	(537,784	)	$	191,999
Net cash provided by financing activities		88,623			1,040,586
Net cash used in investing activities		–			(146,258	)
Effect of exchange rate changes on cash and cash equivalents		(4,950	)		(378	)
Net cash provided by financing activities		156,647			1,074,151
Net (decrease) increase in cash and cash equivalents		(325,209	)		203,180
Effect of exchange rate changes on cash and cash equivalents		(6,490	)		(54,689	)
Net (decrease) increase in cash and cash equivalents		(387,627	)		1,065,203
Cash and cash equivalents at the beginning of the year		412,154			71,207
Cash and cash equivalents at the end of the period	$	8624,~~945~~527		$	~~274~~1,~~387~~136,410

Operating Activities

Net cash used in operating activities was $(~~408~~537,~~882~~784) for the ~~three~~six months ended ~~March~~June 3130, 2024. The difference between our net loss of $(~~107~~200,~~792~~955) and net cash outflows from operating activities was due to the adjustment of non-cash depreciation of a motor vehicle in the amount of $613,~~703~~344 and the cash used in operating assets and liabilities in an aggregate amount of $(~~307~~350,~~793~~173).

The cash used in operating assets and liabilities was mainly attributable to (i) a decrease in accounts payables of $(~~124~~151,~~393~~230) due to fewer purchases from our vendors and (ii) a decrease in advance from customers of $(~~141~~140,~~369~~016) due to fewer unfulfilled sales orders.

Investing Activities

Net cash used in investing activities was $146,258 for the six months ended June 30, 2023 was attributable to the purchase of motor vehicles.

Financing Activities

Net cash generated from financing activities was $88156,~~623~~647 for the ~~three~~six months ended ~~March~~June 3130, 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.

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

	(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.

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 and six months ended ~~March~~June 3130, 2024 and 2023 ~~was~~were $nil, $nil, 141,369 and $nil, respectively.

Recent accounting pronouncements

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.

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~~June 3130, 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~~June 3130, 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~~June 3130, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1824

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~~June 30, 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).

1926

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
Dated: August 14, 2024	By:	/s/ Yu Yang
		Yu Yang
		Chief Executive Officer

2027

Filing Compare · TANCHENG GROUP CO., LTD.