This is a secondary resale offering with zero capital injection for the company — the CEO is cashing out 10M shares at $3.70. Given the 58.8% revenue collapse, negative equity, going-concern qualification, and minimal cash, the $3.70 reference price bears no relation to fundamentals. If the registration becomes effective and a market develops, expect heavy selling pressure from the CEO's block. Avoid the name unless a market maker and real trading volume materialize.
Executive Summary
Tian'an Technology Group Ltd. filed Amendment No. 1 to its F-1 registration statement, registering 10,000,000 ordinary shares for resale by its CEO and sole director at $3.70/share. The company is a micro-cap Chinese graphene health therapy firm with rapidly declining revenue ($734,893 in FY2025, down 58.8% YoY), negative shareholders' equity ($71,775 deficit), heavy related-party debt ($537,724 due to CEO), and no public trading market. The offering provides no capital to the company and creates significant selling overhang from the CEO's 10M share block.
Key Financial Metrics
Key Facts
- Amendment No. 1 to F-1 registers 10,000,000 ordinary shares for resale by CEO Heng Fei Yang at $3.70/share, with zero proceeds to the company
- FY2025 revenue collapsed to $734,893, a 58.8% decline from $1,783,130 in FY2024, driven by a sharp reduction in related-party transactions and weaker third-party demand
- Net income swung from +$454,590 in FY2024 to a net loss of $89,931 in FY2025
- Shareholders' equity turned negative at ($71,775) as of December 31, 2025, compared to +$20,028 a year earlier
- Cash balance is minimal at $49,864, down from $133,479 at year-end 2024
- Related-party loans from CEO total $537,724 outstanding, representing 92% of total liabilities; the company repaid $281,581 in FY2025 but still depends on CEO for funding
- Going concern opinion issued by auditor HHC
- No public market exists for the shares; no market maker has yet agreed to file for OTC quotation
- Auditor's report includes an explanatory paragraph about substantial doubt regarding going concern
- The CEO, owning 62.05% of shares before the offering, is selling 10M of his 28.244M shares, reducing his stake to 32.9% post-offering
- Multiple material weaknesses in internal controls over financial reporting disclosed
- No VIE structure — the company uses a direct shareholding WFOE structure with PRC subsidiaries
- All operations conducted in China through Shanghai Qige; significant PRC regulatory and political risks disclosed
Financial Impact
Revenue declined 58.8% YoY to $734,893 from $1,783,130; net income swung from +$454,590 to a loss of $89,931; shareholders' equity turned from +$20,028 to ($71,775); cash burned down to $49,864
Risk Factors
- Zero proceeds to the company — the CEO's secondary sale provides no capital to fund operations or growth
- 58.8% revenue decline and net loss in FY2025 suggest a structurally deteriorating business with a go-forward run-rate below $1M
- Going-concern qualification from auditor with negative equity and only $49,864 in cash
- Extreme related-party dependency: $537,724 in CEO loans represent 92% of total liabilities; no arms-length financing available
- No established public market; OTC quotation requires a market maker who has not yet been identified
- PRC regulatory and China-US geopolitical risks, including potential CSRC filing requirements and HFCA Act compliance risks
- Material weaknesses in internal controls could lead to future reporting errors or restatements
- CEO selling creates a 10M-share overhang that could swamp any nascent trading volume
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1/A Filing (Primary) | 0001493152-26-025595 |
| Exhibit: ex23-1.htm | 0001493152-26-025595 |
| Document: 0001493152-26-025595-index-headers.html | 0001493152-26-025595 |
| Document: 0001493152-26-025595-index.html | 0001493152-26-025595 |
| Document: 0001493152-26-025595.txt | 0001493152-26-025595 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | EFFECT | — | awaiting T+20 | — | — |
Aug 20, 2026 9w ago | 6-K | $1.31 $0.5000 | ▲ +61.83% | ▲ +61.55% | $0.1350 (+89.69%) |
Jun 3, 2026 20w ago | EFFECT | $2.99 $0.6076 | ▲ +79.68% | ▲ +78.68% | $0.1350 (+95.48%) |
May 28, 2026 21w ago | F-1/A | $3.91 $0.6076 | ▲ +84.46% | ▲ +81.32% | $0.1350 (+96.55%) |
May 21, 2026 22w ago | 20-F | $3.91 $3.24 | ▲ +17.14% | ▲ +15.72% | $0.1350 (+96.55%) |
May 8, 2026 24w ago | F-1 | $3.70 $2.99 | ▲ +19.19% | ▲ +19.21% | $0.1350 (+96.35%) |
US Market Status
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