UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from _____________ to _____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
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(+
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(Former name, former address and former fiscal year, if changed since last report)
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| 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
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Indicate
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Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
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The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares as of December 15, 2022.
TABLE OF CONTENTS
| Pages | ||
| PART I FINANCIAL INFORMATION |
||
| Item 1. | Financial Statements. | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 9 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 11 |
| Item 4. | Controls and Procedures. | 11 |
| PART II OTHER INFORMATION |
||
| Item 1. | Legal Proceedings. | 12 |
| Item 1A. | Risk Factors. | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 12 |
| Item 3. | Defaults Upon Senior Securities. | 12 |
| Item 4. | Mine Safety Disclosures. | 12 |
| Item 5. | Other Information. | 12 |
| Item 6. | Exhibits. | 12 |
| i |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TANCHENG GROUP CO., LTD.
TABLE OF CONTENTS
| 1 |
TANCHENG GROUP CO., LTD.
BALANCE SHEETS
| October 31, 2022 | July 31, 2022 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Rent | ||||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Intangible Assets, Net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payables | $ | $ | ||||||
| Payroll Liabilities | ||||||||
| Related-party Loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common Stock, $ par value authorized, and shares issued and outstanding as of October 31, 2022 and July 31, 2022, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 2 |
TANCHENG GROUP CO., LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended October 31, 2022 | Three Months Ended October 31, 2021 | |||||||
| REVENUE | $ | $ | ||||||
| EXPENSES | ||||||||
| General and Administrative Costs | ||||||||
| Professional fees | ||||||||
| Rent Expense | ||||||||
| Total expenses | ||||||||
| Income (Loss) from Operations | ( | ) | ( | ) | ||||
| Income Tax Expense | ||||||||
| NET INCOME (LOSS) AFTER TAX | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted Net Loss per Common Share | $ | ) | $ | ) | ||||
| Weighted-Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 3 |
TANCHENG GROUP CO., LTD.
STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance as of July 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of October 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of July 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of October 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 4 |
TANCHENG GROUP CO., LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended October 31, 2022 | Three Months Ended October 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile Net Income to net cash provided by operations: | ||||||||
| Loss on disposal of intangible assets | ||||||||
| Write off of prepayments | ||||||||
| Accounts Payable | ||||||||
| Prepaid Expenses | ||||||||
| Prepaid Rent | ( | ) | ||||||
| Payroll Liabilities | ||||||||
| Net cash used in Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Related-party loan | ||||||||
| Net cash provided by Financing Activities | ||||||||
| Net cash increase for period | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 5 |
TANCHENG GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
As of October 31, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
TANCHENG GROUP CO., LTD., formerly named Bigeon Corp. (“Company”) was incorporated on June 19, 2018 under the laws of Nevada. We are developing a new kind of messenger application. The product of the Company (“the App”) is intended to provide an entirely new way of sharing information. The App enables a user to draw a picture or a writing instead of typing the whole message. Our intended users will be the people whose jobs are connected with drawing and creating graphic animation. Bigeon’s product will be an appropriate tool to make short sketches on the go and share them with others.
On August 31, 2022, the former President of the Company, Olegas Tunevicius, sold all of his 3,500,000 common shares of Bigeon to Shanxi Qiansui Tancheng Culture Media Co., Ltd., a privately-owned Chinese company, thus constituting a change of control of the Company. As part of the change of control, Olegas Tunevicius resigned as the Company’s sole officer and director, and Yu Yang became the Company’s sole officer and director.
On October 17, 2022, the Company filed a Certificate of Amendment to Articles of Incorporation of the Company with the Secretary of State of State of Nevada to change the Company’s name to Tancheng Group Co., Ltd.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended October 31, 2022, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2023. These unaudited condensed financial statements should be read in conjunction with the July 31, 2022, financial statements and notes thereto.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash equivalents as of October 31, 2022 and July 31, 2022 were $nil.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
| 6 |
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were potentially dilutive common shares outstanding as of October 31, 2022, and July 31, 2022.
Recent Accounting Pronouncements
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
NOTE 3 – GOING CONCERN
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had no revenues during the three months ended October 31, 2022, has recurring net loss, and is total liabilities in excess of total assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence full-scale operations and generate sufficient revenue, however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 7 |
NOTE 4 – STOCKHOLDERS’ EQUITY
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million () shares of Common Stock, par value $ per share.
During the three months ended October 31, 2022 and the year ended July 31, 2022, the Company issued shares of common stock.
There were shares of common stock issued and outstanding as of October 31, 2022 and July 31, 2022.
NOTE 5 – RELATED-PARTY TRANSACTIONS
The former President of the Company, Olegas Tunevicius,
is the only related party with whom the Company had balance and transactions with. During the three months ended October 31, 2021, Mr.
Tunevicius contributed $
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were available to be issued to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed.
| 8 |
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 rely 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.
Overview
We are a Nevada corporation formed under the name of Bigeon Corp. on June 19, 2018. We were developing a new kind of messenger application that was intended to provide an entirely new way of sharing information. On August 31, 2022, our former chief executive and financial officer, sole director and controlling shareholder, Olegas Tunevicius, sold his 3,500,000 shares of common stock of our company, representing approximately 79.9% of our voting capital stock, to Shanxi Qiansui Tancheng Culture Media Co., Ltd., a private company formed under the laws of China (“Shanxi Tancheng”). As a result of this transaction, Shanxi Tancheng became our controlling shareholder and Yu Yang (“Mr. Yang”) was appointed as our chief executive and financial officer and sole director. Our current business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination.
Results of Operations
Three months ended October 31, 2022, compared to October 31, 2021
Revenues
During the three months ended October 31, 2022, and 2021, we have not received any revenues.
| 9 |
Operating expenses
Total operating expenses for the three months ended October 31, 2022 were $29,277 compared to $20,140 for the three months ended October 31, 2021. Our operating expenses consisted of general and administrative costs $21,777 (October 31, 2021 - $11,423), professional fees $7,500 (October 31, 2021 - $8,614) and rent expense $nil (October 31, 2021 - $103). Expenses increased in general and administrative costs during the three months ended October 31, 2022 was primarily due to the loss on disposal of intangible assets and write off of prepayments partially offset with the absence of salary and wage expense.
Net Losses
The net loss for the three months ended October 31, 2022, was $29,277, compared to $20,140 for the three months ended October 31, 2021, due to the factors discussed above.
Liquidity and Capital Resources
As of October 31, 2022, our total assets were $1,889 comprised solely of cash. Our total liabilities were $153,614 comprised of accounts payables and payroll liabilities. As of July 31, 2022, our total assets were $23,666 comprised of cash $1,889, prepaid expenses $693 and intangible assets $21,084. Our total liabilities were $146,114 comprised of accounts payable $5,990, loan from director $71,724 and payroll liabilities $68,400.
Shareholders’ deficit has increased from $122,448 as of July 31, 2022 to $151,725 as of October 31, 2022.
The Company has accumulated a deficit of $172,856 as of October 31, 2022, compared to $143,579 as of July 31, 2022 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash flows used in operating activities for the three months ended October 31, 2022, were $nil.
Net cash flows used in investing activities for the three months ended October 31, 2022, were $nil.
Net cash flows provided by financial activities for the three months ended October 31, 2022, were $nil.
Off-Balance Sheet Arrangements
As of October 31, 2022, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.
| 10 |
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 October 31, 2022. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of October 31, 2022 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 October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 11 |
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
ITEM 1A. RISK FACTORS.
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Other than as previously disclosed in current reports on Form 8-K, there were no unregistered sales of equity securities or repurchase of common stock during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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 and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certifications of Principal Executive Officer and 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). |
| 12 |
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: December 15, 2022 | By: | /s/ Yu Yang |
| Yu Yang | ||
| Chief Executive Officer and Chief Financial Officer | ||
| 13 |