Monitor for the effective date of the registration and any market maker filing for OTC quotation. The CEO's ability to sell 10M shares creates significant overhang. Without a liquid market, even small sales could pressure price. Watch for insider selling filings post-effective.
Executive Summary
Tian'an Technology Group Ltd filed an F-1 registration statement to register 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 tiny revenue ($1.78M in FY2024), negative equity, heavy related-party debt ($619K), and no public trading market. The offering provides no capital to the company and creates potential selling overhang.
Key Financial Metrics
Key Facts
- 10,000,000 ordinary shares registered for resale at $3.70/share; no proceeds to company.
- CEO Heng Fei Yang is the sole selling shareholder; he owns 62% of shares.
- FY2024 revenue $1,783,130 (up from $246,619 in FY2023), net income $454,590 (vs. loss of $250,009).
- As of June 30, 2025, cash $13,954, total assets $766,794, liabilities $726,331 (including $619,277 due to related parties), shareholders' equity $40,463.
- No public market exists; company intends to seek OTC quotation but has no market maker committed.
- Auditor's report includes going concern explanatory paragraph; material internal control weaknesses identified.
- Company is a BVI holding company with PRC operations; no VIE structure but significant China regulatory risks.
Financial Impact
Potential selling pressure from CEO's 10M shares (~$37M at $3.70), but no capital raise for the company. Current cash position of $13,954 is insufficient to cover $726K liabilities.
Risk Factors
- No public trading market exists; may never develop.
- Very low cash ($13,954) vs. high liabilities ($726K); going concern risk.
- Material internal control weaknesses could delay financial reporting or cause restatements.
- China regulatory and HFCA Act risks could hinder OTC listing or cause delisting.
- Concentrated ownership and selling by CEO could create downward price pressure.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1 Filing (Primary) | 0001493152-26-021935 |
| Exhibit: ex10-8.htm | 0001493152-26-021935 |
| Exhibit: ex10-7.htm | 0001493152-26-021935 |
| Exhibit: ex107.htm | 0001493152-26-021935 |
| Exhibit: ex5-1.htm | 0001493152-26-021935 |
| Exhibit: ex23-1.htm | 0001493152-26-021935 |
| Document: 0001493152-26-021935-index-headers.html | 0001493152-26-021935 |
| Document: 0001493152-26-021935-index.html | 0001493152-26-021935 |
| Document: 0001493152-26-021935.txt | 0001493152-26-021935 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | EFFECT | $0.0935 | awaiting T+20 | — | $0.1600 (−71.12%) |
Aug 20, 2026 9w ago | 6-K | $1.31 $0.5000 | ▲ +61.83% | ▲ +61.55% | $0.1600 (+87.79%) |
Jun 3, 2026 20w ago | EFFECT | $2.99 $0.6076 | ▲ +79.68% | ▲ +78.68% | $0.1600 (+94.65%) |
May 28, 2026 21w ago | F-1/A | $3.91 $0.6076 | ▲ +84.46% | ▲ +81.32% | $0.1600 (+95.91%) |
May 21, 2026 22w ago | 20-F | $3.91 $3.24 | ▲ +17.14% | ▲ +15.72% | $0.1600 (+95.91%) |
May 8, 2026 24w ago | F-1 | $3.70 $2.99 | ▲ +19.19% | ▲ +19.21% | $0.1600 (+95.68%) |
US Market Status
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