The accompanying notes to the unaudited condensed
financial statements are an integral part of these statements.
The accompanying notes to the unaudited condensed
financial statements are an integral part of these statements.
The accompanying notes to the unaudited condensed
financial statements are an integral part of these statements.
The accompanying notes to the unaudited condensed
financial statements are an integral part of these statements.
The accompanying notes to the unaudited condensed
financial statements are an integral part of these statements.
NOTES TO UNAUDITED CONDENSED 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 June 30,
2021, the Company has no revenues or operation.
NOTE 2 - Summary of Significant Accounting Policies
Unaudited Interim Financial Information
The
accompanying balance sheets as of June 30, 2021, statements of operations for the three and six months ended June 30, 2021 and 2020, statements
of changes in stockholders’ deficit for the three and six months ended June 30, 2021 and 2020, and the statements of cash flows
for the six months ended June 30, 2021 and 2020, are unaudited. These unaudited interim financial statements have been prepared in accordance
with accounting principles accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management,
the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments
necessary for the fair presentation of the Company’s statement of financial position at June 30, 2021 and its results of operations
and its cash flows for the period ended June 30, 2021. The results for the period ended June 30, 2021 are not necessarily indicative of
the results to be expected for the fiscal year ending December 31, 2021.
Basis of Presentation
The accompanying
financial statements have been prepared in accordance with U.S. GAAP for financial information and in accordance with Regulation S-X promulgated
by the Securities and Exchange Commission (the “SEC”). They reflect all adjustments which are, in the opinion of the Company’s
management, necessary for a fair presentation of the financial position as of June 30, 2021 and operating results for the three and six
months ended June 30, 2021 and 2020. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with
the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC on February 17, 2021.
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
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 June 30, 2021 and December 31, 2020, 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.
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Level 1
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Level 2
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Level 3
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Total
Realized
Loss
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June 30, 2021
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December 31, 2020
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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
June 30, 2021 and December 31, 2020, the Company had no cash equivalents.
Prepaid Expenses
Prepaid expenses relate
to cash paid in advance for annual listing fee and professional service fee. These amounts are recognized as expense over the related
listing and service periods. At June 30, 2021 and December 31, 2020, prepaid expenses amounted $12,167 and $4,298, 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 June
30, 2021 and December 31, 2020, 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 three and six months ended June 30, 2021 and 2020, 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.
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 June 30, 2021, the Company had $28,350
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 June 30, 2021, the Company had a working capital deficit,
accumulated deficit and stockholders’ deficit of $279,501, $610,222 and $279,501, 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 Party
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 June 30, 2021 and December 31, 2020, these working capital advances amounted to $307,369 and $281,107, respectively, are
reflected as related party loans on the accompanying balance sheets.
During the three months ended June 30, 2021
and 2020, in connection with these related party loans, the Company imputed interest of $6,009 and $5,300, respectively, and recorded
interest expense and an increase in additional paid-in capital.
During the six months ended June 30, 2021
and 2020, in connection with these related party loans, the Company imputed interest of $11,484 and $10,739, respectively, and recorded
interest expense and an increase in additional paid-in capital.
Office Space
from Related Party
The Company uses office space of a related
party, free of rent, which is considered immaterial.
Common Stock
Sold to related party for Cash
On
May 20, 2021, the Company sold 10,000 shares of common stock at a price of $0.10 per share to a related party pursuant to a stock purchase
agreement. The Company did not engage any placement agent with respect to the sales. The Company received proceeds of $1,000.
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 June 30, 2021 and December 31, 2020,
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 June 30, 2021 and December 31, 2020,
the Company had 46,023,459 and 45,783,459 shares of its common stock issued and outstanding, respectively.
Common Stock
Sold for Cash
During
the six months ended June 30, 2021, the Company sold an aggregate of 230,000 shares of common stock at a price of $0.10 per share to
investors pursuant to stock purchase agreements. The Company did not engage any placement agent with respect to the sales. The Company
received proceeds of $23,000.
NOTE 6 – Commitments and Contingencies
At June 30, 2021, there were no legal proceedings
against the Company.
NOTE 7 – Subsequent
Events
The
Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined
there are no additional events required to be disclosed.
