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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/23 Tian’an Technology Group Ltd. F-1/A 19:25M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: F-1/A Pre-Effective Amendment to Registration Statement HTML 1.19M
by a Foreign Issuer
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 22K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 26K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 8K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 7K
6: EX-5.1 Opinion of Counsel re: Legality HTML 8K
7: EX-10.1 Material Contract HTML 367K
15: EX-10.10 Material Contract HTML 69K
16: EX-10.12 Material Contract HTML 11K
8: EX-10.2 Material Contract HTML 39K
9: EX-10.4 Material Contract HTML 39K
10: EX-10.5 Material Contract HTML 22K
11: EX-10.6 Material Contract HTML 21K
12: EX-10.7 Material Contract HTML 16K
13: EX-10.8 Material Contract HTML 95K
14: EX-10.9 Material Contract HTML 68K
17: EX-23.1 Consent of Expert or Counsel HTML 8K
19: EX-FILING FEES Filing Fees HTML 11K
18: EX-99.1 Miscellaneous Exhibit HTML 20K
Exhibit 99.1
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
Attn: Ernest Greene, Claire Erlanger and Erin Donahue
| Re: | Tian’an Technology Group Ltd. Registration Statement on Form F-1 Request for Waiver and Representation under Item 8.A.4 of Form 20-F |
Ladies and Gentlemen:
The undersigned, Tian’an Technology Group Ltd, a foreign private issuer organized under the laws of the British Virgin Islands (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of its registration statement on Form F-1, as amended (the “Registration Statement”), relating to the Company’s initial public offering of its Ordinary Shares.
The Company has included in the Registration Statement the audited consolidated financial statements, prepared in accordance with Generally Accepted Accounting Principles, of the Company as of December 31, 2021 and 2020, and the unaudited interim consolidated financial statements of the Company for the six month periods ended June 30, 2022 and June 30, 2021.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement in cases where “the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.” See also the 2004 release by the staff of the Division of Corporation Finance of the Commission (the “Staff”) entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm)
at Section III(B)(c), in which the Staff notes that:
[T]he instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.
Division of Corporation Finance
U.S. Securities and Exchange Commission
Page 2 of 2
In connection with this waiver request, the Company represents to the Commission that:
1. The Company is not currently a public reporting company in any jurisdiction.
2. The Company is not required by any jurisdiction outside the United States to comply with the 12-Month Requirement.
3. Compliance with Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company.
4. The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2022 will be available until April of 2023.
5. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.
The Company is filing this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
| Very truly yours, | ||
| Tian’an Technology Group Ltd. | ||
| By: | /s/ Heng Fei Yang | |
| Heng Fei Yang, Chief Executive Officer | ||
| This ‘F-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/17/23 | None on these Dates | ||
| 2/20/23 | ||||
| 12/31/22 | ||||
| 6/30/22 | ||||
| 12/31/21 | ||||
| 6/30/21 | ||||
| 12/31/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/24 Tian’an Technology Group Ltd. 20-F 12/31/23 68:18M M2 Compliance LLC/FA 6/07/23 Tian’an Technology Group Ltd. 20-F 12/31/22 76:17M M2 Compliance LLC/FA |