UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2019
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 333-169397
Tengjun Biotechnology Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 333-169397 | 27-3042462 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
527 Siltstone Place, Cary, NC 27519
(Address of principal executive offices and zip code)
(919) 869-0279
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to section 12(g) of the Act:
| (Title of Class) |
| (Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES ☐ NO ☒
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 28, 2019, was $22,670,675 (based upon the closing price of the registrant’s common stock of $1.25 per share as reported by the OTC Bulletin Board for the last trading date prior to this date).
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 43,216,580 shares of common stock, as of February 28, 2020.
TABLE OF CONTENTS
i
FORWARD LOOKING STATEMENTS
There are statements in this report that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire report carefully, especially the risks discussed under the section entitled “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this report will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
As used in this Annual Report, unless otherwise noted, references to the “Company”, “we”, “our” or “us” meansTengjun Biotechnology Corp.unless the context clearly requires otherwise.
Overview of Our Business
Recent History
We were incorporated on June 28, 2010 in the State of Nevada under the name “Island Radio, Inc.” and changed our name to “China Herb Group Holdings Corporation” effective July 17, 2012. On December 9, 2019, we changed our name to Tengjun Biotechnology Corp.
On June 27, 2012, Eric R. Boyer and Nina Edstrom (collectively, the “Sellers”), who were then the major shareholders of the Company, entered into a Share Purchase Agreement with Chin Yung Kong, Qiuping Lu and Fumin Feng (collectively, the “Purchasers”), pursuant to which the Sellers sold to the Purchasers an aggregate 4,000,000 shares of the common stock of the Company, which represented approximately 93% of the then total issued and outstanding stock of the Company, for a total purchase price of $159,970 (the “Change in Control”). As result of this share purchase transaction, Chin Yung Kong, Qiuping Lu and Fumin Feng became the controlling shareholders of the Company.
Our original business plan was to become a commercial FM radio broadcaster. Subsequently, following the Change in Control, we changed our business plan and intended to become a medical and spa company with a focus on Asia. However, after consultation with our professional and business advisors in the United States and the People’s Republic of China (“China or the “PRC”), our management decided during the third quarter of 2014 that this would no longer be our plan of operations. No agreements had been entered into by us with any party in connection with such plan of operations.
Business Model
We currently have no business operations. We currently intend to evaluate new industry, geographic and market opportunities. Our entry into a new business may take the form of acquiring a business or being acquired by an existing business or, least likely, developing a business organically. Any such efforts may require significant capital, which we currently lack. There is no assurance that any such opportunity will become available. There is also no assurance that, if any opportunity becomes available, we will have the financial and other resources available to take advantage of such opportunity, since we have extremely limited liquidity.
We will look for potential target companies in a broad range of industries and we may engage in a business combination with any type of business. We intend to focus on target companies that are located or operate exclusively or primarily in China, although, under certain circumstances, we would consider a business combination with a company located or operating in a different country. The circumstances under which we would consider a business combination with a company located or operating in a country other than China would be primarily those situations where we are unable to locate a suitable business combination candidate in China or in response to a change in interest on the part of U.S. investors in investing in China such that such a business combination would no longer be considered advantageous to us.
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The analysis of target companies and the business opportunities they may present to us will be undertaken by or under the supervision of the Company’s officer and director, Qiuping Lu. As of this date, we have not entered into any definitive agreement with any target company or any other party. No assurance can be given that we will consummate a transaction with any target company. We have unrestricted flexibility in seeking and analyzing target companies, and structuring and negotiating a business combination. In our efforts to analyze potential target companies, we consider numerous factors, including the following:
| ● | Potential for growth, indicated by new technology, existing brand name recognition, market penetration, anticipated market expansion and/or new products; |
| ● | Competitive position as compared to other businesses of similar size and experience within the industry segment as well as within the industry as a whole; |
| ● | Strength and diversity of the target company’s management, either in place or scheduled for recruitment; |
| ● | Capital requirements and anticipated availability of required funds, to be provided by the Company, from operations of the target company, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; |
| ● | The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials; |
| ● | The extent to which the target company’s business opportunity can be advanced by means of the business combination; |
| ● | The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and |
| ● | Other relevant factors based on industry, geopolitical, market and other considerations. |
In applying the foregoing criteria, no one of which will be controlling, we will attempt to analyze all facts and circumstances and make a determination based upon reasonable investigative measures, due diligence and available data. Potentially available business opportunities may occur in many different industries, and target companies may be at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. However, due to our limited capital available for investigation and due diligence, we may not discover or adequately evaluate adverse facts about a target company. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations.
Inevaluating a target company and potential business combination, we will conduct as extensive a due diligence review of potential target companies as is reasonably possible given the relative lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such endeavors. We expect that our due diligence will encompass, among other things, meetings with the potential target company’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information, and agreements, to the extent they are made available to us.
Thisdue diligence review will be conducted by our management and/or unaffiliated third parties, including professionals, who we may engage. Despite such efforts, our limited funds and the lack of our having full-time management will likely make it��impracticable to conduct a complete and exhaustive investigation and analysis of a target company before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds and personnel available to us, would be suitable in analyzing a target company. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors, directors and officers or other affiliates or agents of the target company, and we may not be able to ascertain the accuracy or completeness of all such information that is provided to us. We will also face competitive pressures in identifying target companies and negotiating and consummating a business combination.
Form of Business Combination
Themanner in which we structure a business combination will depend upon numerous factors, including the nature of the opportunity, the respective needs and desires of the Company and the target company, the relative negotiating strength of the Company and the target company, and certain legal and regulatory considerations. Typical forms of business combinations include statutory mergers, stock purchases, share exchanges and asset purchase transactions. However, it is likely that, in engaging in a business combination with a target company, we will issue shares of our Common Stock or other securities to the stockholders of the target company as sole or partial consideration.
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Although the terms of any business combination cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business (the target company) own 80% or more of the voting stock of the surviving entity at the conclusion of the transaction. If a business combination were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, our then-existing stockholders in the aggregate would in such circumstances retain 20% or less of the total issued and outstanding shares of the Company upon the consummation of the business combination. Depending upon the relative negotiating strength of the parties, our then-existing stockholders may retain substantially less than 20% of the total issued and outstanding shares of the Company upon the consummation of the business combination. It is likely that as a result of a business combination, however it is structure, our then-existing stockholders would incur substantial additional dilution in their percentage ownership of the Company compared to their ownership percentage prior to the business combination.
Dependingupon the way the business combination is structured, it may be accomplished upon the sole determination of our then-serving directors without any vote or approval by our stockholders. However, in the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary under Delaware law to call a stockholders’ meeting and obtain the approval of the holders of a majority of our voting securities outstanding on the record date. Should it be necessary to obtain such stockholder approval, there could be a delay and additional expense involved in approving the proposed business combination. Additionally, such a structure will also likely give rise to certain appraisal rights to dissenting stockholders under Delaware law. For these and other reasons, our management will likely seek to structure any business combination so as not to require stockholder approval or trigger appraisal rights in favor of dissenting stockholders.
Thetime and costs required to identify, select and conduct due diligence on a target company and to structure, negotiate, document and consummate a business combination cannot presently be ascertained with any degree of certainty. However, such efforts will require substantial management time and attention and substantial cost for accountants, attorneys and others. Any costs incurred with respect to the identification and evaluation of a target company and potential business combination that is not ultimately completed will result in unrecoverable expenses to us. Finally, there can be no assurance that any business combination which is consummated will be on terms that are favorable to us and our stockholders.
Competition
We are in a highly competitive market for a relatively small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, a minor participant in the business of seeking business combinations with target companies. A large number of established and well-financed entities, including small public companies, private equity firms, hedge funds and venture capital firms, are active in mergers and acquisitions of companies that may be suitable target companies for us. Nearly all of these entities with which we would compete for target companies have significantly greater financial resources, technical expertise and managerial capabilities than we do. Additionally, we will be competing with other companies who have a similar business model to ours, including special purpose acquisition companies (SPACs) and other strategic acquirers. Consequently, we will face stiff competition and may be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination with a target company. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination on favorable terms or at all.
Certain Regulatory Matters
Basedon the current and proposed business activities described above, the Company is a “blank check” company. The Securities and Exchange Commission (the “SEC”) defines a blank check company as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934 (the {“Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company orcompanies.”
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Pursuantto Rule 12b-2 under the Exchange Act, the Company is also a “shell company” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.
Weintend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
Ouroffice is located at 527 Siltstone Place, Cary, NC 27519, and our telephone number is (919) 869-0279.
Employees
As of December 31, 2019, we had no employees. All functions, including development, strategy, negotiations and administration, are currently being provided by our director and officer, Qiuping Lu. Ms. Lu is engaged in outside business activities and anticipates that she will devote very limited time to our business until a successful business opportunity has been identified. We currently expect no significant changes in the number of our employees other than such changes, if any, incidental to a business combination.
As a “smaller reporting company”, as defined in Rule 12b-2 under the Exchange Act, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
None.
The Company does not own any office space or equipment. The Company uses office space of a related party, free of rent, which is considered immaterial.
There are presently no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 4. Mine Safety Disclosure
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Since July 17, 2014, our common stock has been quoted on the OTCQB under the trading symbol “CHGH”. On December 9, 2019, our trading symbol was changed to “TJBH”. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
| Fiscal 2019 | Fiscal 2018 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter ended March 31 | $ | 3.25 | $ | 2.50 | $ | 3.90 | $ | 3.90 | ||||||||
| Second Quarter ended June 30 | $ | 2.86 | $ | 1.25 | $ | 3.90 | $ | 0.75 | ||||||||
| Third Quarter ended September 30 | $ | 1.90 | $ | 1.00 | $ | 2.50 | $ | 0.75 | ||||||||
| Fourth Quarter ended December 31 | $ | 12.50 | $ | 1.75 | $ | 2.50 | $ | 2.50 | ||||||||
As of February 28, 2020, there were 88 registered holders of our common stock.
Dividend Policy
We have never declared or paid cash dividends. We currently intend to retain all future earnings for the operation of our business and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our director.
Securities Authorized for Issuance under Equity Compensation Plans
As of February 28, 2020, we have not adopted an equity compensation plan and have not granted any stock options.
Recent Sales of Unregistered Securities
On August 28, 2019, the Company sold 5,000,000 shares of common stock at a purchase price of $0.001 per share to an investor pursuant to a stock purchase agreement. The Company did not engage a placement agent with respect to the sale. The Company received proceeds of $5,000.
On January 22, 2020, the Company sold 80,040 shares of common stock at a purchase price of $0.03 per share to seven investors pursuant to stock purchase agreements. The Company did not engage a placement agent with respect to the sale. The Company received proceeds of $2,405.
Issuer Purchases of Equity Securities
We have not repurchased any of our equity securities during the period covered by this report.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations and cash flows for the years ended December 31, 2019 and 2018 and financial condition as of December 31, 2019 should be read in conjunction with our financial statements and the related notes included elsewhere in this report.
We have no business operations and are not currently generating any revenue. Our independent registered public accounting firm has issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. We do not anticipate generating revenue until we engage in a merger or other business combination with an operating business. Accordingly, we must raise additional cash from sources other than operations to meet our expenses.
5
Plan of Operations
We currently have no business operations. We currently intend to evaluate new industry, geographic and market opportunities. Our entry into a new business may take the form of acquiring a business, being acquired by an existing business or, least likely, developing a business organically. Any such efforts may require significant capital, which we currently lack. There is no assurance that any such opportunity will become available. There is also no assurance that, if any opportunity becomes available, we will have the financial and other resources available to take advantage of such opportunity, since we have extremely limited liquidity.
Wewill look for potential target companies in a broad range of industries and we may engage in a business combination with any type of business. We intend to focus on target companies that are located or operate exclusively or primarily in China, although, under certain circumstances, we would consider a business combination with a company located or operating in a different country. The circumstances under which we would consider a business combination with a company located or operating in a country other than China would be primarily those situations where we are unable to locate a suitable business combination candidate in the China or in response to a change in interest on the part of U.S. investors in investing in China such that such a business combination would no longer be considered advantageous to us.
Ourprincipal strategic objective for the next 12 months and beyond will be to identify and consummate a business combination with a target company. There are no agreements with any such target company and there can be no assurance that we will engage in a business combination within the next 12 months or at any time in the future.
Duringat least the next 12 months, unless we complete a business combination sooner, we anticipate incurring costs primarily related to:
| ● | preparing and filing Exchange Act reports; | |
| ● | identifying, investigating and conducting due diligence on target companies; and | |
| ● | negotiating, structuring, documenting and consummating a business combination. |
Webelieve that we will be able to meet these costs through cash on hand and additional amounts, as may be necessary, to be loaned by or invested in us by our stockholders, management and/or others. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a business combination. Management’s plan includes obtaining additional funds through a combination of sales of our equity securities before, contemporaneously with, or following, the consummation of a business combination; and borrowings, although we do not believe that we will be eligible to borrow funds from a bank until at least a business combination is consummated. However, here is no assurance that any additional funding will be available on terms that are favorable to us or at all.
Wecurrently rely on loans from our director and officer, Qiuping Lu, to meet our expenses. There is no guarantee that Ms. Lu will continue to lend us funds to meet our expenses in the future. Currently, we do not have any other arrangements for financing. We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available to us on satisfactory terms or at all, we may be unable to develop operations or meet our expenses. Additionally, any equity financing in which we might engage would result in dilution to our existing shareholders.
Results of Operations
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenues. During the years ended December 31, 2019 and 2018, we did not generate any revenues.
Operating Expenses. For the year ended December 31, 2019, total operating expenses amounted to $39,493 as compared to $29,898 for the year ended December 31, 2018, an increase of $9,595 or 32.1%. Since inception, our operating expenses primarily consisted of listing fees and expenses related to complying with our ongoing SEC reporting requirements, which have mainly consisted of accounting fees, transfer agent fees, and filing fees.
6
Other expenses. During the years ended December 31, 2019 and 2018, we recorded $20,372 and $17,908, respectively, in imputed interest expenses related to advances outstanding to related parties. These imputed interests were recorded in our financial statements under additional paid-in capital.
Net Loss. Duringthe years ended December 31, 2019 and 2018, we had a net loss of $59,865 and $47,806, respectively.
Liquidity and Capital Resources
As of December 31, 2019, we did not have any cash, while, we had liabilities of $283,939, and had a working capital deficit of $279,640. We expect to incur continued losses during 2020, possibly even longer.
Forthe years ended December 31, 2019 and 2018, net cash used in operating activities amounted to $39,792 and $30,440, respectively. We expect to require working capital of approximately $50,000 over the next 12 months to meet our financial obligations.
Forthe years ended December 31, 2019 and 2018, net cash provided by financing activities amounted to $39,792 and $30,440, respectively. For the year ended December 31, 2019, we received proceeds from loans from officer of $39,792, received proceeds from sale of common stock of $5,000, and made repayment for loans from officer of $5,000. For the year ended December 31, 2018, we received proceeds from loans from officer of $33,377 for working capital purposes and made refund of $2,937 for advance for future common stock subscriptions.
Wehave not generated any revenues from operations to date. It is not likely that we will generate any revenue until at least a business combination has been consummated. Even following a business combination, there is no guarantee that any revenues will be generated or that any revenues will be sufficient to meet our expenses. We may consider a business combination with a target company which itself has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop one or more new products or services, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.
Moreover,any target business that is selected may be financially unstable or in the early stages of development or growth, including businesses without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with a target company in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target company, there can be no assurance that we will properly ascertain or assess all significant risks.
Theforegoing considerations raise substantial doubt about our ability to continue as a going concern. We are currently planning on devoting the vast majority of our efforts to identifying, investigating and conducting due diligence on target companies; and negotiating, structuring, documenting and consummating a business combination. Our long-term ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, complete a business combination and, thereafter, achieve profitable operations.
Webelieve that we will be able to meet these costs through cash on hand and additional amounts, as may be necessary, to be loaned by or invested in us by our stockholders, management and/or others. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a business combination. Management’s plan includes obtaining additional funds through a combination of sales of our equity securities before, contemporaneously with, or following, the consummation of a business combination; and borrowings, although we do not believe that we will be eligible to borrow funds from a bank until at least a business combination is consummated. However, here is no assurance that any additional funding will be available on terms that are favorable to us or at all.
7
Wecurrently rely on loans from our director and officer, Qiuping Lu, to meet our expenses. There is no guarantee that Ms. Lu will continue to lend us funds to meet our expenses in the future. Currently, we do not have any other arrangements for financing. We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available to us on satisfactory terms or at all, we may be unable to develop operations or meet our expenses. Additionally, any equity financing in which we might engage would result in dilution to our existing shareholders.
Duringthe fiscal years ended December 31, 2019 and 2018, Ms. Lu, the director and officer of us, advanced an aggregate $39,792 and $33,377, respectively, to us to pay some of our expenses and for working capital purposes, and we made repayments to Ms. Lu of $5,000 in 2019. These advances in the aggregate amounts of $272,814 and $238,022, respectively, at December 31, 2019 and 2018, are payable on demand and are reflected as related party loans on the accompanying balance sheets.
Imputedinterest of $20,372 and $17,908 was recorded for the years ended December 31, 2019 and 2018, respectively, and the imputed interest was recorded as interest expense and an increase in additional paid-in capital, respectively.
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Contractual Obligations
As of December 31, 2019, we had no contractual obligations.
Off –Balance Sheet Operations
As of December 31, 2019, we had no off-balance sheet activities or operations.
Critical Accounting Policies
Please refer to Note 2 - Summary of Significant Accounting Policies of our financial statements accompanying this report.
Recently Issued Accounting Pronouncement
For details of applicable new accounting standards, please, refer to Recent Accounting Pronouncements in Note 2 of our financial statements accompanying this report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
See pages F-1 through F-11.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Underthe supervision and with the participation of our officers and directors, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of a date ("Evaluation Date") within ninety (90) days prior to the filing of our Annual Report for the year ended December 31, 2019 on Form 10-K with the SEC.
Basedupon that evaluation, our management has concluded that, as of December 31, 2019, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us required to be included in our periodic filings with the SEC.
Ourofficers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:
| ● | Wewere unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our 2019 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties; |
| ● | Welack sufficient resources to perform the internal audit function and do not have an Audit Committee; |
| ● | Wedo not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of one (1) member who is also our only executive officer. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; |
| ● | The Company has no formal control process related to the identification and approval of related party transactions; and |
| ● | Documentationof all proper accounting procedures is not yet complete. |
These weaknesses have existed since our inception on June 28, 2010 and, as of December 31, 2019, have not been remedied. To the extent reasonably possible given our limited financial and personnel resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:
| ● | Consider the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures; |
| ● | Hireadditional qualified financial personnel, including a Chief Financial Officer, on a full-time basis; |
| ● | Expandour board of directors to include additional independent individuals willing to perform directorial functions;and |
| ● | Increaseour workforce in preparation for commencing revenue producing operations. |
Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.
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Internal Control over Financial Reporting
| (a) | Management’s Annual Report on Internal Control Over Financial Reporting |
Ourmanagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Amaterial weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.
Ourofficers assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 Internal Control-Integrated Framework. Based on that assessment under such criteria, management concluded that our internal controls over financial reporting were not effective as of December 31, 2019 due to control deficiencies that constituted material weaknesses.
Managementhas identified a lack of sufficient personnel in the accounting function, due to our limited resources, with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles.
Weare in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.
Managementhas identified specific remedial actions to address the material weaknesses described above:
| ● | Improvethe effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and |
| ● | Improvesegregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate. |
Inherent Limitations on Effectiveness of Controls
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
| (a) | Attestation Report of the Registered Public Accounting Firm |
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.
| (b) | Changes in Controls and Procedures |
There were no significant changes made in our internal controls over financial reporting during the year ended December 31, 2019 that have materially affected or are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.
None.
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Item 10. Directors, Executive Officers and Corporate Governance
As of February 28, 2020, our executive officers and directors were as follows:
| Name | Age | Position | ||
| Qiuping Lu | 48 | President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director | ||
| Xianchang Ma (*) | 44 | Vice President and Director | ||
| Suzhen Zhang (*) | 65 | Director | ||
| Huaping Lu (*) | 52 | Director |
(*) Appointed on December 10, 2019
Qiuping Lu, age 48, has served as the Company’s President, Chief Executive Officer, Chief Financial Officer and a director since June 27, 2012. Ms. Lu was the Accounting Director of Jiangsu Jiu Jiu Accounting Firm from 1998 to 2003 and was the Accounting Director of Changzhou Nonferrous Metal Factory from 1991 to 1998. Ms. Lu graduated from the Accounting Major of Changzhou Industrial Institute in 1991.
Xianchang Ma, age 44, established a company named Jinan Tengiun Biological Technology Co., Ltd in 2014. Over the years, Mr. Ma has devoted himself to enterprise management and has abundant corporate management experience. In 2015, he returned to the county of Jinxiang and founded the company of Jinxiang Kanglong Water Purification Equipment Co., Ltd. On November 22, 2011, he established the company named Jinan Kanglong Environmental Protection Technology Co., Ltd; From 2009 to 2011, Mr. Ma served as Marketing and Sales Director of Shijiazhuang Shikang Fuchang Technology Co., Ltd. From 2007 to 2009, he was the sales clerk of Shenzhen Rongge Company. And from 1994 to 2007, Mr. Ma was self-employed.
Suzhen Zhang, age 65, has served as the executive manager of Tengjun Biotechnology Corp. since 2015. From 2004 to 2014, Ms. Zhang was the chairman and General Manager of Nanjing Zhuoren Communication Co., Ltd. From 1997 to 2002, she was the Director of Jiangyan Telecommunication Bureau. In 1996, Ms. Suzhen Zhang served as Director of Taizhou Telecommunication Bureau. In 1989, Ms. Zhang was chief of the Unit of Taizhou Telecommunication Bureau. In the year of 1971, Ms. Zhang started to do maintenance work at Jiangsu Jiangyan Telecommunication Bureau.
Huaping Lu, age 52, has served as the operating manager of Tengjun Biotechnology Corp. since 2011. From 1996 to 2010, she was the owner of Changzhou Jianding Shopping Mall. From 1990 to 1995, she was the accountant of Changzhou Chashan Shopping Center. Mrs. Huaping Lu graduated from Changzhou LiuGuoJun Polytech majoring in accounting in 1989.
11
Involvement in Certain Legal Proceedings
None of our directors and officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten years.
Corporate Governance
Weare a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act.
TheOTC Bulletin Board, where our common stock is quoted under the trading symbol “TJBH”, does not have any director independence requirements. In determining whether our directors are independent, we refer to Nasdaq Stock Market Rule 4200(a)(15). Based on these criteria, we have determined that our director does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.
Wedo not have standing audit, compensation and corporate governance committees, or committees performing similar functions. Our Board, as a whole, handles the matters usually addressed by such committees. Our director is also the sole executive officer of the Company. Our Board does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost of retaining such a financial expert at this time is prohibitive. Additionally, because we have not yet begun business operations, we believe the services of an audit committee financial expert are not necessary for us at this time.
Atthis time, we have not adopted corporate governance guidelines, a code of business conduct, a code of ethics or a related party transaction policy. We anticipate that as we engage in a business combination and commence operations, we will implement appropriate corporate governance structures to comply with SEC and/or stock exchange requirements that would be applicable to us at such time.
Wemaintain a corporate website and post our SEC filings on a page of that website. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the SEC.
Family Relationships
Huaping Lu is a sibling of Qiuping Lu, the CEO, CFO and director of the Company.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board as a whole. Therefore, there is a potential conflict of interest in that our director has the authority to determine issues concerning management compensation and audit issues that may affect management decisions.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our Section 16 officers, directors and beneficial owners of more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Copies of these filings must be furnished to us. Based solely upon a review of the forms filed with the SEC by our Section 16 officers, directors and beneficial owners of more than 10% of our common stock, regarding their ownership of, and transactions in, our common stock and upon written representations from such persons that no additional forms were required, we believe that during the 2019 fiscal year all Section 16(a) reports were timely filed.
12
Item 11. Executive Compensation
No compensation has been paid to our officers during the years ended December 31, 2019 and 2018. We have no current plans to begin paying our officers any compensation until our business becomes operational.
Director Compensation
No compensation has been paid to our directors during the years ended December 31, 2019 and 2018. We have no current plans to begin paying our directors any compensation until our business becomes operational.
Employment Agreements
We have not entered into any employment agreements with any of our officers or directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding beneficial ownership as of February 28, 2020 by (i) each named executive officer; (ii) each member of our Board of Directors; (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock; and (iv) all of our named executive officers and directors as a group:
| Beneficial Ownership | ||||||||
| Name of Beneficial Owner | Common Stock | Percentage | ||||||
| Qiuping Lu * | 15,000,000 | 34.7 | % | |||||
| Xianchang Ma * | - | 0.0 | % | |||||
| Suzhen Zhang * | 5,100,000 | 11.8 | % | |||||
| Huaping Lu* | 965,100 | 2.2 | % | |||||
| All officer and directors as a group (4 persons) | 21,065,100 | 48.7 | % | |||||
| 5% or greater beneficial owners | ||||||||
| Fumin Feng | 5,000,000 | 11.6 | % | |||||
| Guangyuang Liu | 2,340,000 | 5.4 | % | |||||
| 5% or greater beneficial owners as a group | 7,340,000 | 17.0 | % | |||||
| * | Officer and director of our company |
| (1) | Unless otherwise indicated, the address of each beneficial owner listed in the table above is c/o 527 Siltstone Place, Cary, NC 27519. |
| (2) | Basedon 43,216,580 shares of common stock issued and outstanding as of February 28, 2020. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding for determining the number of shares beneficially owned and for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnote, and subject to community property laws, where applicable, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. |
Securities Authorized for Issuance under Equity Compensation Plans
We did not have any authorized equity compensation plans during the year ended December 31, 2019.
13
Item 13. Certain Relationships and Related Transactions, and Director Independence
Duringthe year ended December 31, 2019, Ms. Lu, the director and officer of the Company, advanced an aggregate $39,792 to the Company to pay some of its expenses and for working capital purposes. The Company made repayments of $5,000 to Ms. Lu in 2019. These advances in the aggregate amounts of $272,814 at December 31, 2019, are payable on demand and are included in related party loans on the accompanying balance sheets.
Imputedinterest of $20,372 was recorded for the year ended December 31, 2019, and recorded as interest expense and an increase in additional paid-in capital.
During the year ended December 31, 2019, the Company sold 5,000,000 shares of common stock for $5,000. This was purchased by a related party. As the Company did not have a bank account, the funds were deposited directly to Ms. Lu’s personal bank account and was accounted for as a repayment for advances outstanding made by Ms. Lu.
Director Independence
Nomember of management is required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officers and directors in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his or her fiduciary duties to us.
TheOTC Markets, where our common stock is quoted under the trading symbol “TJBH”, does not have any director independence requirements. In determining whether our directors are independent, we refer to Nasdaq Stock Market Rule 4200(a)(15). Based on these criteria, we have determined that Xianchang Ma and Suzhen Zhang who served in that capacity at any time during 2019 met the independence requirements of the Nasdaq Stock Market as currently in effect.
Item 14. Principal Accounting Fees and Services
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the annual audit of our financial statements and review of financial statements included in our quarterly reports and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| For the Year Ended December 31, 2019 | For the Year Ended December 31, 2018 | |||||||
| Audit Fees | $ | 7,405 | $ | 7,405 | ||||
| Audit Related Fees | 0 | 0 | ||||||
| Tax Fees | 0 | 0 | ||||||
| All Other Fees | $ | 0 | $ | 0 | ||||
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Given the fact that we currently have four directors, as well as the limited financial resources and operational state of us, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services and other services. Our Board approves these services on a case-by-case basis.
14
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Annual Report:
| (1) | Financial Statements |
The financial statements required to be filed as part of this report are set forth in Item 8 of Part II of this Annual Report.
| (2) | Financial Statement Schedules |
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.
| (3) | Exhibits |
| Exhibit Number | Description of Exhibit | |
| 3.1 (1) | Amendment of Articles of Incorporation dated November 25, 2019 | |
| 3.2 (2) | Amendment of Articles of Incorporation dated July 17, 2012 | |
| 3.3 (2) | Amendment of Articles of Incorporation dated December 19, 2013 | |
| 3.4 (3) | Bylaws | |
| 31.1* | Rule 13a-14(a) Certification of the Chief Executive and Financial Officer | |
| 32.1* | Section 1350 Certification of Chief Executive and Financial Officer | |
| 101.INS | XBRL Instance * | |
| 101.SCH | XBRL Taxonomy Extension Schema * | |
| 101.CAL | XBRL Taxonomy Extension Calculation * | |
| 101.DEF | XBRL Taxonomy Extension Definition * | |
| 101.LAB | XBRL Taxonomy Extension Labeled * | |
| 101.PRE | XBRL Taxonomy Extension Presentation * |
| * | Filed along with this document |
| (1) | Incorporated by reference from our Form 8K filed with the SEC on December 12, 2019. |
| (2) | Incorporated by reference from our Annual Report on Form 10-K filed with the SEC on April 14, 2015. |
| (3) | Incorporated by reference from our Registration Statement on Form S-1/A filed with the SEC on October 12, 2010. |
15
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tengjun Biotechnology Corp. | |
| /s/ Qiuping Lu | |
| Date: February 28, 2020 | Qiuping Lu |
| Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title | Date | ||
| /s/Qiuping Lu | CEO, CFO, President and Director | February 28, 2020 | ||
| /s/Xianchang Ma (*) | Vice President and Director | February 28, 2020 | ||
| /s/Suzhen Zhang (*) | Director | February 28, 2020 | ||
| /s/Huaping Lu (*) | Director | February 28, 2020 | ||
16
TENGJUN BIOTECHNOLOGY CORP.
FINANCIAL STATEMENTS
December 31, 2019 and 2018
F-1
TENGJUN BIOTECHNOLOGY CORP.
INDEX TO FINANCIAL STATEMENTS
December 31, 2019 and 2018
CONTENTS
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Tengjun Biotechnology Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Tengjun Biotechnology Corp. (the Company) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ M&K CPAS, PLLC | |
| We have served as the Company’s auditor since 2010. | |
| Houston, Texas | |
| February 28, 2020 | |
F-3
BALANCE SHEETS
| As of | ||||||||
| December 31, 2019 | December 31, 2018 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Prepaid expenses | 4,299 | 4,000 | ||||||
| TOTAL CURRENT ASSETS | 4,299 | 4,000 | ||||||
| TOTAL ASSETS | $ | 4,299 | $ | 4,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | 11,125 | $ | 11,125 | ||||
| Related party loans | 272,814 | 238,022 | ||||||
| TOTAL CURRENT LIABILITIES | 283,939 | 249,147 | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock ($.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding) | - | - | ||||||
| Common stock ($.001 par value; 70,000,000 shares authorized; 43,136,540 and 38,136,540 shares issued and outstanding at December 31, 2019 and 2018, respectively) | 43,137 | 38,137 | ||||||
| Additional paid-in capital | 201,095 | 180,723 | ||||||
| Accumulated deficit | (523,872 | ) | (464,007 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | (279,640 | ) | (245,147 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 4,299 | $ | 4,000 | ||||
The accompanying notes to the financial statements are an integral part of these statements.
F-4
STATEMENTS OF OPERATIONS
| For the Year ended | For the Year ended | |||||||
| December 31, 2019 | December 31, 2018 | |||||||
| Revenues | $ | - | $ | - | ||||
| Operating Expenses: | ||||||||
| Accounting fees | 11,405 | 11,050 | ||||||
| Other general and administrative | 28,088 | 18,848 | ||||||
| Total Operating Expenses | 39,493 | 29,898 | ||||||
| Loss from Operations | (39,493 | ) | (29,898 | ) | ||||
| Other Expense: | ||||||||
| Interest expense - related party | (20,372 | ) | (17,908 | ) | ||||
| Total Other Expense | (20,372 | ) | (17,908 | ) | ||||
| Net Loss | $ | (59,865 | ) | $ | (47,806 | ) | ||
| Net loss per common share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic and diluted | 39,862,567 | 38,136,540 | ||||||
The accompanying notes to the financial statements are an integral part of these statements.
F-5
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance at December 31, 2017 | 38,136,540 | $ | 38,137 | $ | 162,815 | $ | (416,201 | ) | $ | (215,249 | ) | |||||||||
| Imputed interest | - | - | 17,908 | - | 17,908 | |||||||||||||||
| Net loss | - | - | - | (47,806 | ) | (47,806 | ) | |||||||||||||
| Balance at December 31, 2018 | 38,136,540 | $ | 38,137 | $ | 180,723 | $ | (464,007 | ) | $ | (245,147 | ) | |||||||||
| Common stock issued for cash | 5,000,000 | 5,000 | - | - | 5,000 | |||||||||||||||
| Imputed interest | - | - | 20,372 | - | 20,372 | |||||||||||||||
| Net loss | - | - | - | (59,865 | ) | (59,865 | ) | |||||||||||||
| Balance at December 31, 2019 | 43,136,540 | $ | 43,137 | $ | 201,095 | $ | (523,872 | ) | $ | (279,640 | ) | |||||||||
The accompanying notes to the financial statements are an integral part of these statements.
F-6
STATEMENTS OF CASH FLOWS
| For the Year Ended | For the Year Ended | |||||||
| December 31, 2019 | December 31, 2018 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (59,865 | ) | $ | (47,806 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Imputed interest on related party loans | 20,372 | 17,908 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses | (299 | ) | (667 | ) | ||||
| Increase in accounts payable and accrued liabilities | - | 125 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (39,792 | ) | (30,440 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Refund for advance for future common stock subscriptions | - | (2,937 | ) | |||||
| Proceeds received from loans from officer | 39,792 | 33,377 | ||||||
| Proceeds from sale of common stock | 5,000 | - | ||||||
| Repayment made for loans from officer | (5,000 | ) | - | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 39,792 | 30,440 | ||||||
| NET INCREASE IN CASH | - | - | ||||||
| Cash, beginning of year | - | - | ||||||
| Cash, end of year | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
The accompanying notes to the financial statements are an integral part of these statements.
F-7
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – Organization
China Herb Group Holdings Corporation (the “Company”) was incorporated under the name “Island Radio, Inc” under the laws of the State of Nevada on June 28, 2010. On December 9, 2019, the Company changed its corporate name to Tengjun Biotechnology Corp.
On June 27, 2012, Eric R. Boyer and Nina Edstrom (collectively, the “Sellers”), who were then the major shareholders of the Company, entered into a Share Purchase Agreement with Chin Yung Kong, Qiuping Lu and Fumin Feng (collectively, the “Purchasers”), pursuant to which the Sellers sold to the Purchasers an aggregate 4,000,000 shares of the common stock of the Company, which represented approximately 93% of the then total issued and outstanding stock of the Company, for a total purchase price of $159,970 (the “Change in Control”). As result of this share purchase transaction, Chin Yung Kong, Qiuping Lu and Fumin Feng became the controlling shareholders of the Company.
The Company’s original business plan was to become a commercial FM radio broadcaster. Subsequently, following the Change in Control, the Company changed its business plan and intended to become a medical and spa company with a focus on Asia. However, after consultation with its professional and business advisors in the United States and the People’s Republic of China, the Company’s management decided during the third quarter of 2014 that this would no longer be its plan of operations. The Company’s plan of operations is to evaluate various industries, geographic and market opportunities. This may take the form of acquiring a business, being acquired by an existing business or developing a business organically. Any such efforts may require significant capital, which the Company currently lacks. There is no assurance that any such opportunity will become available. There is also no assurance that, if any opportunity becomes available, the Company will have the financial and other resources available to take advantage of such opportunity, since the Company has extremely limited liquidity. Through December 31, 2019, the Company has no revenues or operation.
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements for Tengjun Biotechnology Corp. have been prepared in accordance with accounting principles generally accepted In the United States of America and in accordance with Regulation S-X promulgated by the Securities and Exchange Commission.
Use of Estimates
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
Fair Value of Financial Instruments
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices 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 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.
As of December 31, 2019 and 2018, the Company believes that the recorded values of all of its financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
F-8
TENGJUN BIOTECHNOLOGY CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 – Summary of Significant Accounting Policies (continued)
Fair Value of Financial Instruments (continued)
| Description | Level 1 | Level 2 | Level 3 | Total Realized Loss | ||||||||||||
| December 31, 2019 | - | - | - | - | ||||||||||||
| December 31, 2018 | - | - | - | - | ||||||||||||
| Total | - | - | - | - | ||||||||||||
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2019 and 2018, the Company had no cash equivalents.
Prepaid Expenses
Prepaid expenses relate to cash paid in advance for annual listing fee and business license. These amounts are recognized as expense over the related listing and service periods. At December 31, 2019 and 2018, prepaid expenses amounted $4,299 and $4,000, respectively.
Income Taxes
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2019 and 2018, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
Loss per Share Calculation
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the years ended December 31, 2019 and 2018, the Company had no dilutive financial instruments issued or outstanding.
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
F-9
TENGJUN BIOTECHNOLOGY CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 3 – Going Concern
The Company has minimal operations, and as such has devoted most of its efforts since its inception to developing its business plan, issuing common stock, attempting to raise capital, establishing its accounting systems and other administrative functions.
As of December 31, 2019, the Company had $0 in cash and has been funding its working capital needs from loans from related parties. The Company is seeking sources of funding. Without limiting its available options, future equity financings will most likely be through the sale of additional shares of its common stock. It is possible that the Company could also offer warrants, options and/or rights in conjunction with any future issuances of its common stock. However, the Company can give no assurance that financing will be available to it, and if available, in amounts or on terms acceptable to the Company.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of December 31, 2019, the Company had a working capital deficit, accumulated deficit and stockholders’ deficit of $279,640, $523,872 and $279,640, respectively. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.
NOTE 4 – Related Party Transactions
Related Parties Loans
Qiuping Lu, President, CEO, director and shareholder of the Company, advanced funds to the Company for working capital purposes. These working capital advances are payable on demand. As of December 31, 2019 and 2018, these working capital advances amounted to $272,814 and $238,022, respectively, are reflected as related party loans on the accompanying balance sheets.
During the years ended December 31, 2019 and 2018, in connection with these related party loans, the Company imputed interest of $20,372 and $17,908, respectively, and recorded interest expense and an increase in additional paid-in capital.
During the year ended December 31, 2019, the Company sold 5,000,000 shares of common stock for $5,000. This was purchased by a related party. As the Company did not have a bank account, the funds were deposited directly to Ms. Lu’s personal bank account and was accounted for as a repayment for advances outstanding made by Ms. Lu.
Office Space from Related Party
The Company uses office space of a related party, free of rent, which is considered immaterial.
NOTE 5 – Stockholders’ Deficit
Preferred Stock
The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share.
As of December 31, 2019 and 2018, the Company had no shares of its preferred stock issued and outstanding.
Common Stock
The total number of common shares authorized that may be issued by the Company is 70,000,000 shares with a par value of $0.001 per share.
As of December 31, 2019 and 2018, the Company had 43,136,540 and 38,136,540 shares of its common stock issued and outstanding, respectively.
F-10
TENGJUN BIOTECHNOLOGY CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 – Stockholders’ Deficit (continued)
Common Stock Sold for Cash
On August 28, 2019, the Company sold 5,000,000 shares of common stock at a purchase price of $0.001 per share to an investor pursuant to a stock purchase agreement. The Company did not engage a placement agent with respect to the sale. The Company received
proceeds of $5,000.
NOTE 6 – Income Taxes
The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at December 31, 2019 and 2018 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The provision (benefit) for income taxes for the years ended December 31, 2019 and 2018 were as follows, assuming a 21% effective tax rate. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2019 and 2018 were as follows:
| Year Ended | Year Ended | |||||||
| December 31, 2019 | December 31, 2018 | |||||||
| Income tax benefit at U.S. statutory rate | $ | (12,571 | ) | $ | (10,039 | ) | ||
| Non-deductible interest | 4,278 | 3,761 | ||||||
| Change in valuation allowance | 8,293 | 6,278 | ||||||
| Total provision for income tax | $ | - | $ | - | ||||
The Company’s approximate net deferred tax asset as of December 31, 2019 and 2018 was as follows:
| Deferred Tax Asset: | December 31, 2019 | December 31, 2018 | ||||||
| Net operating loss carryforward | $ | 88,094 | $ | 79,801 | ||||
| Valuation allowance | (88,094 | ) | (79,801 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
The net operating loss carryforward was $419,496 at December 31, 2019. The Company provided a valuation allowance equal to the deferred income tax asset for the years ended December 31, 2019 and 2018 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $8,293 in 2019. The potential tax benefit arising from the loss carryforward will expire in 2039.
Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.
The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position.
NOTE 7 – Commitments and Contingencies
At December 31, 2019, there were no legal proceedings against the Company.
NOTE 8 – Subsequent Event
Common Stock Sold for Cash
On January 22, 2020, the Company sold 80,040 shares of common stock at a purchase price of $0.03 per share to seven investors pursuant to stock purchase agreements. The Company did not engage a placement agent with respect to the sale. The Company received
proceeds of $2,405.
F-11