UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2022.

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-52807

 

FORM 10-QChina Changjiang Mining & New Energy Company, Ltd.

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934(Exact name of registrant as specified in its charter)

_____________________

 

For the quarterly period ended June 30, 2017

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to_____________

Commission File Number: 000-52807

China Changjiang Mining & New Energy Company, Ltd.Nevada

(Exact name of registrant as specified in its charter)

Nevada

75-2571032

(State of other jurisdiction of

incorporation or Other Jurisdiction of Incorporation or Organization)organization)

(I.R.S. Employer Identification No.)

Twenty-fourth Floor, Block B,Rm. 1907, No. 1038 West Nanjing Road

Xinhui Mansion, No.33 Gaoxin RoadWestgate Mall, Jing’An District

Hi-Tech Zone, Xi’An P.R. Shanghai, China 71005

+86(29) 8833-1685

200041

(Address of Principal Executive Offices; principal executive offices)

(Zip Code)

86-8833-1685

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

(Registrant’s Telephone Number, including area code)

Trading Symbol(s)
Name of each exchange on which registered
N/AN/AN/A

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by SectionsSection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.    Yesx No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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). Yesx No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer”, “smaller reporting company,company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

(Check one):

Large accelerated filer

¨

Accelerated filer

¨

(Do not check if a smaller reporting company)

Non-accelerated filer

¨

Smaller reporting company

x

Emerging growth company

x

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  x

 

At August 14, 2017,As of March 31, 2022, there were 64,629,559 shares outstanding of the registrant had outstanding 64,629,559 shares ofregistrant’s common stock, $0.01 par value.stock.

 

As of March 31, 2022, there were 1,000,000 shares outstanding of the registrant���s Convertible Series C Preferred Stock.

 
 
 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

 TABLE OF CONTENTS

Page

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

4

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

8

ITEM 4.

CONTROLS AND PROCEDURES

9

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

10

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

10

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

10

ITEM 4.

MINE SAFETY DISCLOSURES

10

ITEM 5.

OTHER INFORMATION

10

ITEM 6.

EXHIBITS

11

SIGNATURES

12

EX-31.1 (CERTIFICATION)

EX-31.2 (CERTIFICATION)

EX-32.1 (CERTIFICATION)

EX-32.2 (CERTIFICATION)

2

PART I. FINANCIAL INFORMATION

 

ITEMItem 1. FINANCIAL STATEMENTSFinancial Statements.

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

 

FINANCIAL STATEMENTS

 

PAGE

Consolidated Balance Sheets as of June 30, 2017March 31, 2022 (Unaudited) and December 31, 20162021 (Audited)

F-1 - F-2

3

Consolidated Statements of Income and Comprehensive Income (Loss) ForOperations for the Three Months ended March 31, 2022 and Six Months Ended June 30, 2017 and 20162021 (Unaudited)

F-3

4

Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2022 and 2021 (Unaudited)

5
Statements of Cash Flows Forfor the SixThree Months Ended June 30, 2017ended March 31, 2022 and 20162021 (Unaudited)

F-4

6

Notes to Consolidated Financial Statements (Unaudited)

F-5 - F-9

7

 

 
32
 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

CONSOLIDATED BALANCE SHEETS

AS OF (Unaudited)JUNE 30, 2017 AND DECEMBER 31, 2016

(Stated in US Dollars)

 

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$12,983

 

 

$12,512

 

Other current assets and prepayments

 

 

2,195

 

 

 

1,210

 

Total Current Assets

 

 

15,178

 

 

 

13,722

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

191,730

 

 

 

201,006

 

Land use rights, net

 

 

13,859,729

 

 

 

13,711,122

 

TOTAL ASSETS

 

$14,066,637

 

 

$13,925,850

 

       
  As at 
  Mar. 31, 2022  Dec. 31, 2021 
Assets      
Cash and equivalents $0  $0 
Total current assets  0   0 
         
TOTAL ASSETS $0  $0 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Other payable and accrued liabilities $1,331,533  $1,336,221 
Total current liabilities  1,331,533   1,336,221 
         
Due to related parties  704,113   706,592 
Due to Shareholders  2,049,653   2,056,869 
Total non-current liabilities  2,753,766   2,763,461 
         
TOTAL LIABILITIES  4,085,299   4,099,682 
         
STOCKHOLDERS' DEFICIT        
Series C convertible preferred stock ($0.001 par value, 10,000,000 shares authorized, 1,000,000 shares issued and outstanding)  1,000   1,000 
Common stock ($0.01 par value, 500,000,000 shares authorized, 64,629,559 shares issued and outstanding)  646,295   646,295 
Treasury stock  (489,258)  (489,258)
Additional paid-in capital  16,032,106   16,032,106 
Accumulated deficit  (20,275,442)  (20,289,825)
         
TOTAL STOCKHOLDERS' DEFICIT  (4,085,299)  (4,099,682)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $0  $0 

 

SeeThe accompanying notes to theare an integral part of these unaudited consolidated financial statements.statements

 

 
F-13

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF OPERATIONS

(Unaudited)

         
  For the quarterly periods ended 
  March 31, 2022  March 31, 2021 
OTHER INCOME/(EXPENSE)        
Foreign exchange gains/ (losses), net $14,383  $28,103 
Other income        
Total other income/(expense)  14,383   28,103 
Net profit/ (loss) $14,383  $28,103 
         
Net loss per share - basic $0.00  $0.00 
Net loss per share - diluted $0.00  $0.00 
         
Weighted average number of common shares outstanding - basic  64,629,559   64,629,559 
Weighted average number of common shares outstanding - diluted  64,629,559   64,629,559 

The accompanying notes are an integral part of these unaudited financial statements

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED MARCH 31, 2021 AND 2022

(Unaudited)

                                 
  

Series C convertible

preferred stock

  Common Stock  Treasury  Additional Paid in  Accumulated    
  Shares  Amount  Shares  Amount  Stock  Capital  Deficit  Total 
Balance, December 31, 2020  1,000,000  $1,000   64,629,559  $646,295  $(489,258) $16,032,106  $(20,170,068) $(3,979,925)
Net loss                    (119,757)  (119,757)
Balance, December 31, 2021  1,000,000   1,000   64,629,559   646,295   (489,258)  16,032,106   (20,289,825)  (4,099,682)
Net profit                    14,383   14,383 
Balance, March 31, 2022  1,000,000  $1,000   64,629,559  $646,295  $(489,258) $16,032,106  $(20,275,442) $(4,085,299)
                                 

The accompanying notes are an integral part of these unaudited financial statements

5

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

         
  For the quarterly periods ended 
  Mar. 31, 2022  Mar. 31, 2021 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net profit $14,383  $28,103 
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities:        
Accounts payable and accrued expenses  (4,688)  (9,159)
Due to related parties  (2,479)  (4,844)
Due to shareholders  (7,216)  (14,100)
Cash used in operating activities      
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Investment received from Preferred C shares issued  0   0 
Cash generated from financing activities  0   0 
         
Net change in cash and equivalents  0   0 
Cash and equivalents, beginning of period  0   0 
Cash and equivalents, end of period $0  $0 
         
SUPPLEMENTAL CASH FLOW DISCLOSURE        
Cash paid for interest $0  $0 
Cash paid for income taxes $0  $0 

The accompanying notes are an integral part of these unaudited financial statements

6

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2017 AND DECEMBER 31, 2016 (Continued)

(Stated in US Dollars)

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Other payables and accrued liabilities

 

 

1,249,413

 

 

 

1,205,719

 

Total Current Liabilities

 

 

1,249,413

 

 

 

1,205,719

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Due to related parties

 

 

660,688

 

 

 

592,410

 

Due to shareholders

 

 

1,923,244

 

 

 

1,880,311

 

Total Non-current Liabilities

 

 

2,583,932

 

 

 

2,472,721

 

TOTAL LIABILITIES

 

$3,833,345

 

 

$3,678,440

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

Series C convertible preferred stock ($0.01 par value, 10,000,000 shares authorized, no shares outstanding as of June 30, 2017 and December 31, 2016)

 

 

-

 

 

 

-

 

Common stock ($0.01 par value, 250,000,000 shares authorized, 64,629,559 shares issued and outstanding as of June 30, 2017 and December 31,2016)

 

 

646,295

 

 

 

646,295

 

Treasury stock

 

 

(489,258)

 

 

(489,258)

Additional paid-in capital

 

 

15,968,106

 

 

 

15,968,106

 

Accumulated deficit

 

 

(8,179,478)

 

 

(7,926,794)

Accumulated other comprehensive income

 

 

1,393,564

 

 

 

1,140,899

 

TOTAL SHAREHOLDERS' EQUITY

 

 

9,339,229

 

 

 

9,339,248

 

Non-controlling interest

 

 

894,063

 

 

 

908,162

 

TOTAL EQUITY

 

 

10,233,292

 

 

 

10,247,410

 

TOTAL LIABILITIES AND EQUITY

 

$14,066,637

 

 

$13,925,850

 

See accompanying notesNotes to the unaudited consolidated financial statementsUnaudited Financial Statements

March 31, 2022

 

F-2
Table of Contents

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

CONSOLIDATED STATEMENTSNote 1. ORGANIZATION AND DESCRIPTION OF LOSS AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE BUSINESSAND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Stated in US Dollars)

 

 

For The Three Months Ended

June 30,

 

 

For The Six Months Ended

June 30

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Sales revenue - related party

 

$-

 

 

$7,506

 

 

$-

 

 

$7,506

 

Cost of revenue

 

 

-

 

 

 

1,882

 

 

 

-

 

 

 

1,882

 

Gross profit

 

 

-

 

 

 

5,624

 

 

 

-

 

 

 

5,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

32,239

 

 

 

37,038

 

 

 

66,195

 

 

 

69,199

 

Depreciation

 

 

6,895

 

 

 

7,601

 

 

 

14,022

 

 

 

16,108

 

Amortization

 

 

93,283

 

 

 

97,984

 

 

 

186,190

 

 

 

195,845

 

Total operating expenses

 

 

132,417

 

 

 

142,623

 

 

 

266,407

 

 

 

281,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(132,417)

 

 

(136,999)

 

 

(266,407)

 

 

(275,528)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

9

 

 

 

9

 

 

 

13

 

 

 

9

 

Interest expenses

 

 

(115)

 

 

(332)

 

 

(389)

 

 

(452)

Total other expenses

 

 

(106)

 

 

(323)

 

 

(376)

 

 

(443)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before tax

 

 

(132,523)

 

 

(137,322)

 

 

(266,783)

 

 

(275,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(132,523)

 

$(137,322)

 

$(266,783)

 

$(275,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

(7,057)

 

 

(4,611)

 

 

(14,099)

 

 

(11,899)

Common shareholders

 

 

(125,466)

 

 

(132,711)

 

 

(252,684)

 

 

(264,072)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

172,159

 

 

 

(338,987)

 

 

252,665

 

 

 

(263,551)

Total comprehensive income (loss)

 

$39,636

 

 

$(476,309)

 

$(14,118)

 

$(539,522)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares-basic

 

 

64,629,559

 

 

 

64,629,559

 

 

 

64,629,559

 

 

 

64,629,559

 

Weighted average shares-diluted

 

 

64,629,559

 

 

 

64,629,559

 

 

 

64,629,559

 

 

 

64,629,559

 

Earnings per share,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

Diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

See accompanying notes to the unaudited consolidated financial statements.

F-3
Table of Contents

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Stated in US Dollars)

 

 

For the Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(266,783)

 

$(275,971)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

200,212

 

 

 

211,953

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Due from related party

 

 

-

 

 

 

(5,624)

Other current assets and prepayments

 

 

(942)

 

 

621

 

Other payables and accrued liabilities

 

 

13,819

 

 

 

1,051

 

CASH USED IN OPERATING ACTIVITIES

 

 

(53,694)

 

 

(67,970)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related parties

 

 

52,936

 

 

 

65,796

 

CASH PROVIDED BY FINANCING ACTIVITIES

 

 

52,936

 

 

 

65,796

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

1,229

 

 

 

(1,150)

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

471

 

 

 

(3,324)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

$12,512

 

 

$13,550

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$12,983

 

 

$10,226

 

 

 

 

 

 

 

 

 

 

Supplementary Disclosures for Cash Flow Information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$-

 

 

$-

 

Interest paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-cash Transactions

 

 

 

 

 

 

 

 

Extinguishment of related party loan

 

$-

 

 

$55,313

 

See accompanying notes to the unaudited consolidated financial statements.

F-4
Table of Contents

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policiesCompany was organized under the laws of the State of Nevada on September 19, 2009, under its current name. The Company was a development stage company with the goal of becoming a design, engineer, construct, market and methods followedsell high-quality PV SEFs for commercial and utility applications to local markets.

Prior to June 1, 2012, we were engaged in preparing these unaudited consolidated financial statements are those used by Chinaexploration for commercially recoverable metal-bearing mineral deposits. On June 1, 2012, we entered into an agreement with Xunyang Yongjin Mining Co., Ltd. to transfer our mining exploration rights for a cash payment. Further, on December 30, 2013, our subsidiary, Shaanxi Changjiang Mining & New Energy Co., Ltd ("Shaanxi Changjiang"), entered into Equity Transfer Agreements with officers of the Company, whereby the Company’s subsidiaries were sold off.

Business operations for China Chingjiang Mining & New Energy Energy Co., Ltd. and its consolidated subsidiaries (the “Company”)were abandoned by former management and a custodianship action, as described in the notessubsequent paragraph, was commenced in 2020.

On February 3, 2020, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (“SCC”) custodian with the right to consolidatedappoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.

Upon appointment as custodian of CHJI and under its duties stipulated by the Nevada court, SCC took initiative to organize the business of the issuer. As custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian in the amount of 1,000,000 shares of Convertible Series C Preferred Stock.

On August 23, 2020, SCC entered into a Stock Purchase Agreement with Bridgeview Capital Partners, LLC whereby Bridgeview Capital Partners, LLC purchased 1,000,000 shares of Convertible Series C Preferred Stock. These shares represent the controlling block of stock.

On August 23, 2020, Bridgeview Capital Partners, LLC entered into a Stock Purchase with Cathay Capital Management Inc. (“Cathay”) whereby Cathay purchased 1,000,000 shares of Convertible Series C Preferred Stock. Chongyi Yang is the control person for Cathay.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements includedhave been prepared in Annual Report on Form 10-Kaccordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2016. 2021.

7

Use of estimates

The unaudited consolidatedpreparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2022 and December 31, 2021.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the six-month period ended June 30, 2017 and 2016 have been preparedFASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the ruleslowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the Securitiesreporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.

Foreign Currency Translation

The Company maintains its financial statements in its functional currency, which is US dollar ("USD"). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Exchange Commissiongains or losses arising from foreign currency transactions or translation of monetary assets and do not conformliabilities denominated in all respectsforeign currencies are included in the statement of operations for the respective periods.

Exchange rates used in these financial statements, USD to CNY, are 6.3566 and 6.3343 at March 31, 2022 and December 31, 2021 respectively.

Related Party

A party is considered to be related to the disclosureCompany if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, member of the immediate families of principal owners of the Company and informationits management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting party might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is requiredalso a related party.

8

Income taxes

The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for annual consolidatedthe expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent.

The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The year-end consolidated balance sheet data was derived from audited consolidatedtax benefits recognized in the financial statements butfrom such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As at the beginning and end of the reporting period, there are 64,629,559 outstanding common shares and 1,000,000,000 potentially dilutive shares, respectively, from convertible preferred stock.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not include all disclosure required bybelieve that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The Company’s unaudited financial statements are prepared using accounting principles generally accepted in the United States of America. These interim consolidated financial statements should be readAmerica applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in conjunction with the most recent annual consolidated financial statementsnormal course of the Company.

In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for fair statement have been included in these interim consolidated financial statements. Operating results for the six-month period ended June 30, 2017 are not indicative of the results that may be expected for the full year ending December 31, 2017.

(a) Going Concern

business. The Company had a working capitalhas not established any source of revenue to cover its operating costs and has an accumulated deficit of $1,234,235$20,275,442 as of June 30, 2017 and had a negative cash flow from operating activities amounted to $53,694 for the six months ended June 30, 2017. If the Company cannot generate enough cash flow from its operating activities, it will need to consider other financing methods such as borrowing from banking institutions or raising additional capital through new equity issuance. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. The Company plans to continue to control its administrative expenses in the coming periods as well as further develop its sales from its main business.

at March 31, 2022. These conditions and uncertainties raise substantial doubt as toabout the Company'scompany’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

(b) Foreign Currency Translation

 

Exchange rates applied

9

In addition to operational expenses, as the Company executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to finance these expenditures, the Company has raised capital in the form of debt, which will have to be repaid, as discussed in detail below. The Company has depended on loans from related parties and shareholders for most of its operating capital. The Company will need to raise capital in the foreignnext twelve months in order to remain in business.

Management anticipates that significant dilution will occur as a result of any future sales of the Company’s common stock and this will reduce the value of its outstanding shares. The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but it will significantly affect the value of its shares.

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 4 – OTHER PAYABLES AND ACCRUED LIABILITIES

Schedule of accounts payable Mar. 31, 2022  Dec. 31, 2021 
Taxes payable $66,812  $67,047 
Salaries and welfares payable  724   727 
Other payables  1,263,997   1,268,447 
Total $1,331,533  $1,336,221 

NOTE 5 – DUE TO RELATED PARTIES

All amounts due to related parties are denominated in the original currency translation during the periodof Chinese Yuan, and are all unsecured and interest free. The Company does not intend to repay within twelve months from March 31, 2022. Details of amounts due to related parties are as follows:

 

Due to Related parties Mar. 31, 2022  Dec. 31, 2021 
Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company $393,147  $394,531 
Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  13,576   13,624 
Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  40,888   41,032 
Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  63,217   63,440 
Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  64,341   64,567 
Shaanxi Xi Deng Hui Development Stock Co., Ltd., 29.74% equity interest of which is owned by Zhang Hongjun, director and principal shareholder of the Company, and senior executives of which are Wang Shengli, Li Ping and Tian Hailong, directors and shareholders of the Company  959   962 
Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  127,985   128,436 
Total $704,113  $706,592 

USD to RMB

 

 

 

June 30,

2017

 

 

December 31,

2016

 

Period end USD: RMB exchange rate

 

 

6.7769

 

 

 

6.9437

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

2017

 

 

June 30,

2016

 

Average periodic USD: RMB exchange rate

 

 

6.8743

 

 

 

6.5354

 

10

NOTE 6 – DUE TO SHAREHOLDERS

 

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USD to HKD

 

 

June 30,

2017

 

 

December 31,

2016

 

Period end USD: HKD exchange rate

 

 

7.8057

 

 

 

7.7543

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

2017

 

 

June 30,

2016

 

Average periodic USD: HKD exchange rate

 

 

7.7731

 

 

 

7.7670

 

HKD is pegged to USD and hence there is no significant translation adjustment impact on these consolidated financial statements.

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMBAll amounts could have been, or could be, converted into USD at the rates used in translation.

(c) Earnings/Loss per share

Basic earnings/loss per share is computed by dividing earnings/loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is computed in a manner similar to basic earnings/loss 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.

(d) Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)”. This pronouncement amends the SEC’s reporting requirements for public filers in regard to new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are required to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the impact of a specific pronouncement, and provide disclosures including a description of the effect on accounting policies that the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by registrants. There are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevant for the corrections in FASB ASU 2017-03. The Company is implementing the updated SEC requirements on not yet adopted accounting pronouncements with these consolidated financial statements.

2. LAND USE RIGHTS, NET

The following is a summary of land use rights, net:

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Cost of Land Use Rights

 

$18,886,571

 

 

$18,432,882

 

Accumulated Amortization of Land Use Rights

 

 

(5,026,842)

 

 

(4,721,760)

Land Use Rights, Net

 

$13,859,729

 

 

$13,711,122

 

The difference for the balance of cost was mainly due to the fluctuation of exchange rate of USD to RMB.

Amortization expenses were $186,190 and $195,845 for the six months ended June 30, 2017 and 2016, respectively.

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3. DUE FROM RELATED PARTIES

(1)

Office spaces provided by related parties

In April 2015, Shaanxi Changjiang moved to a new office that is owned by Shaanxi Baishui Dukang Liquor Co., Ltd., a related company. Shaanxi Changjiang is allowed to occupy the space for free.

The office space occupied by Shaanxi Pacific is a property owned by Zhang Hongjun. The Company is allowed to use it for free.

The office space occupied by Changjiang PV is a property owned by Shaanxi Xi Deng Hui Development Stock Co., Ltd., a related party. The Company is allowed to use it for free.

(2)

Sales revenue from related parties

The Company provided solar power to one of its related parties, Heyang County Huanghe Bay Resort Hotel Co., Ltd. since 2014. As of December 31, 2016, no collection has been received. The Company decided to write off all the uncollected receivables related to solar powershareholders are denominated in the amountoriginal currency of RMB 205,424 (approximately $30,809)Chinese Yuan and decided not to recognize such revenue going forward.

4. DUE TO RELATED PARTIES

The balance of $660,688 due to related parties represents the loans owed to related parties, which are interest free,all unsecured and theinterest free. The Company does not intend to be repay within twelve months from June 30, 2017.March 31, 2022, Details of amounts due to shareholders are as follows:

 

Due to related parties consists of the following.

Due to Shareholders Mar. 31, 2022  Dec. 31, 2021 
Wang Shengli $492,831  $494,566 
Zhang Hongjun  954,089   957,448 
Chen Min  602,733   604,855 
Total $2,049,653  $2,056,869 

 

 

 

June 30,

 

 

December 31,

 

 

2017

 

2016

 

Baishui Dukang Marketing Management Co., Ltd. (Previously Huitong World Property Superintendent Co.,Ltd.), controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

$368,900

 

 

$360,039

 

Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

 

12,739

 

 

 

12,433

 

Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd. (Previously Shaanxi Huanghe Bay Spring Lake Park Co., Ltd.), controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

 

38,366

 

 

 

37,444

 

Baishui Du Kang Brand Management Co., Ltd., controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

 

59,319

 

 

 

31,683

 

Shaanxi Du Kang Liquor Group Co., Ltd., controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

 

60,372

 

 

 

58,921

 

Shaanxi Xi Deng Hui Development Stock Co., Ltd., 29.74% equity interest of which is owned by Zhang Hongjun, the Director and principal shareholder of the Company, and senior executives of which are Wang Shengli, Li Ping and Tian Hailong, the directors and shareholders of the Company

 

 

900

 

 

 

879

 

Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, the Director and principal shareholder of the Company

 

 

120,092

 

 

 

91,011

 

Total

 

$660,688

 

 

$592,410

 

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As of December 31, 2016, the balance of due to Shaanxi Dukang Liquor Trading Co., Ltd. was RMB 626,950 (approximately $90,290). On January 16, 2017, the Company signed a Loan Extension Agreement with Shaanxi Dukang Liquor Trading Co., Ltd., pursuant to which the loan would be extended to December 31, 2018 and could be further extended with mutual consent after December 31, 2018 if needed. No interest was charged during the period of validity.NOTE 7 – COMMON STOCK AND PREFERRED STOCK

 

The Company borrowed additional loanshas 500,000,000 shares of $52,936 from related parties for the six months ended June 30, 2017.

Heyang County Huanghe Bay Resort Hotel Co.common stock authorized at par value of $0.01, Ltd., paid salaries to the PV power station maintainers on behalfand 64,629,559 shares of common stock were issued and outstanding at beginning and end of the Company. The balancereporting period at total par value of $12,739 represents the salary expense owed to the Heyang County Huanghe Bay Resort Hotel Co., Ltd. as of June 30, 2017. The Company stopped providing solar power since 2017.

5. DUE TO SHAREHOLDERS

The balance of $1,923,244 due to shareholders represents the loans owed to the shareholders, which are interest free and unsecured. The management does not intend to repay the loans within twelve months from June 30, 2017.

Due to shareholders consists of the following:

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Due to Wang Shengli

 

$462,436

 

 

$451,328

 

Due to Zhang Hongjun

 

 

895,248

 

 

 

873,742

 

Due to Chen Min

 

$565,560

 

 

$555,241

 

Total

 

$1,923,244

 

 

$1,880,311

 

6. INCOME TAXES$646,295.

 

The Company didhas 10,000,000 shares designated Series C convertible preferred stock at par value of $0.001. Each Series C convertible preferred stock is convertible into 1,000 common shares. There were 1,000,000 Series C convertible preferred stock issued and outstanding at beginning and end of the reporting period at total par value of $1,000.

NOTE 8 – INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not havethat some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As the Company’s main business place is in P. R China, the corporate income tax expense or income tax payable due to the userate of net loss carryover from prior years.25% is applied in calculation of deferred taxes.

 

AsDeferred income taxes reflect the tax consequences on future years of June 30, 2017,differences between the Company had net taxabletax bases. Net operating loss carry forwards of approximately $2,073,981. carry-forwards and tax benefits arising therefore are as follows:

Deferred tax assets March 31, 2022  Dec. 31, 2021 
Net operating loss (NOL) brought forward $20,289,825  $20,170,068 
Less: Net profit for the period / year  (14,383)  119,757 
NOL carried forward $20,275,442  $20,289,825 
         
Tax benefit from NOL carried forward $5,068,861  $5,072,456 
Valuation allowance  (5,068,861)  (5,072,456)
Deferred tax assets $0  $0 

The PRC income tax allows the enterprises to offset their future taxable income with taxable operating losses carried forward in a 5-year period. The management believes that the Company’s cumulative losses arising from recurring business in recent years constituted significant negative evidence that most of the deferred tax assets would not be realizable and this evidence outweighed the expectations that the Company would generate future taxable income. The valuationValuation allowance for the full amount of $518,495tax benefit from NOL was recorded.

 

 
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NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

ComponentsAs at the end of the Company’s net deferred tax assets are set forth below:reporting period, the company has no commitments and contingencies to disclose.

 

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss carry-forward

 

$518,495

 

 

$440,140

 

Total of deferred tax assets

 

$518,495

 

 

$440,140

 

Less: valuation allowance

 

$(518,495)

 

$(440,140)

Net deferred tax assets

 

$-

 

 

$-

 

NOTE 10 – RELATED-PARTY TRANSACTIONS

 

7. SUBSEQUENT EVENTSThe company was not engaging in any business activities during the reporting periods, and has no related party transactions and balances other than those disclosed in Notes 5 and 6.

 

On July 19, 2017,NOTE 11 – SUBSEQUENT EVENTS

As at the date these financial statements are ready to be released, the Company borrowed $14,804 (RMB100,000) from Shaanxi Dukang Liquor Trading Co., Ltd., a related partyhas no subsequent events to disclose.

NOTE 12 – IMPACT OF THE COVID-19 PANDEMIC

As the Company is not actively trading in the current reporting period, there is no impact of the Company,COVID-19 pandemic on financial statements as at and for daily operation purposes. The loan is due on July 18, 2018 without interest.the quarterly period ended March 31, 2022.

 

 
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ITEMItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations

 

In additionThe following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of China Changjiang Mining & New Energy Company, Ltd for the three and nine months ended March 31, 20221 and 2021, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the historical information contained herein, we make statements in this Quarterly Report on Form 10-Q that areextent they relate to China Changjiang Mining & New Energy Company, Ltd. or its management. These forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, assumptions about our future ability to increase income streams, reduce and control costs, to grow revenue and earnings, and our ability to obtain additional debt and/or equity capital on commercially reasonable terms, none of which is certain. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Althoughnot facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and any assumptions upon which they are based, are made in good faith and reflect our current judgment,uncertainties that could cause actual results, couldactivities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in China Changjiang Mining & New Energy Company, Ltd.’s MD&A. Readers should not place undue reliance on any such forward-looking statements. China Changjiang Mining & New Energy Company, Ltd. disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those anticipatedset forth in such statements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.statements.

China Changjiang Mining & New Energy Company, Ltd. is a blank check company and has no operations. Our business plan includes acquisitions of operating companies. In summary, CHJI is focused on raising capital for its business plan. As of this filing, we have not raised any capital and our business is not yet operational.

Results of Operations

 

The following discussion of our financial condition and analysisresults of operations should be read in conjunction with our June 30, 2017 unaudited consolidated financial statements and the related notes thereto included in this quarterly report

Three Months Ended March 31, 2022 and with our consolidated financial statements and notes thereto for the year ended December 31, 2016.2021

Revenue

 

Overview

We have transitioned our business from mining to clean new energy,For the three and mainly focus on the solar photovoltaic, or “PV”, downstream market at present stage. We are currently in the development stage with the goal of becoming a turnkey developer and Engineering, Procurement and Construction contractor of solar PV energy facilities. We intend to design, engineer, construct, market and sell high-quality PV energy facilities for commercial and utility applications to local markets.

Before June 1, 2012, we were engaged in exploration for commercially recoverable metal-bearing mineral deposits. On June 1, 2012, we entered into an agreement with XunyangYongjin Mining Co., Ltd to transfer our mining exploration rights for a cash payment of $2,380,612 (RMB 15,000,000). Further, on December 30, 2013, our subsidiary, Shaanxi Changjiang Mining & New Energy Co., Ltd. ("Shaanxi Changjiang"), entered into Equity Transfer Agreements with each of Zhang Hongjun, a director of the Company and owner of a controlling interest in the Company (holding 54.42% as of June 30, 2017), and Wang Shengli, a director and shareholder of the Company (holding 2.36% as of June 30, 2017), to sell Shaanxi Changjiang's entire 60% interest in Shaanxi East Mining Co., Ltd., ("East Mining" and formerly referred to as "Dongfang Mining") for a total consideration of $885,696 (RMB 5,400,000). The consideration payable to the Company was used to offset amounts owed to each of the acquirers. Each of the acquirers obtained 30% equity in this transaction.

We also hold land use rights in a land parcel and we lease a portion of the land use rights on the 5.7 square kilometer parcel to Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd (previously Shaanxi Huanghe Bay Spring Lake Park Co., Ltd.), a company with a common control person. The term of the lease agreement is from January 1, 2011 to December 31, 2029. Our land use rights are amortized over their 50-year term. The Land use right was our largest asset, with an annual rent of approximately $1.2 million (RMB 7,500,000).

As of June 30, 2017, we only received rent payment of 2011 and no collection afterwards. Due to the uncertain collectability, we decided to write off all the receivable related to land lease of $3,618,818 (equivalent to RMB 22,500,000) and decided not to recognize any revenue for the years ended December 31, 2015 and 2016, and for the sixthree months ended June 30, 2017.

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The following is a summary of the book value of our land use rights as of June 30, 2017:

 

 

June 30,

 

 

 

2017

 

Cost of Land Use Rights

 

$18,886,571

 

Accumulated Amortization of Land Use Rights

 

 

(5,026,842)

Land Use Rights, Net

 

$13,859,729

 

Amortization expenses were $186,190March 31, 2022 and $195,845 for the six months ended June 30, 2017 and 2016, respectively.

As reflected in the accompanying consolidated financial statements,2021, the Company had an accumulated deficit of $8,179,478 as of June 30, 2017, which includes net loss for common stockholders of $252,684 fornot generated any revenues.

Operating Expenses

For the sixthree and three months ended June 30, 2017. The Company’s operations used cash of $53,694 forMarch 31, 2022 and 2021, the six months ended June 30, 2017.Company had not operating expenses.

 

In the past, the Company relied on the loan received from the related parties,Other Income and cash generated from operations to meet its operating requirements. Although the Company was successful in the past in obtaining financing, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financings will still be favorable. However, in the event that we have insufficient cash to meet our operating requirements, our related companies and shareholders will commit to provide loan to maintain liquidity.Expenses

 

We believe that we have adequate capital to assure that we will be able to meet our obligations or obtain sufficient capital to complete our plan of operations for the next twelve (12) months.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2017 and June 30, 2016

Sales revenue

We did not recognize land use right leasing revenue and solar PV energy revenueOther Income for the three months ended June 30, 2017 dueMarch 31, 2022 were $14,383 compared to uncertainty of collectability, and we recognized solar PV energy revenue of $7,506$28,103 for the three months ended June 30, 2016.March 31, 2021.

  

Operating ExpensesFor the three months ended March 31, 2022 and 2021, the Company had not other expenses.

 

Total operating expenseFor the three months ended March 31, 2022, foreign exchange gains were $14,383, an decrease of $13,720, as compared to $28,103 for the three months ended June 30, 2017 was $132,417of March 31, 2021.

The decrease is related to change in USD/CHY foreign exchange with the period.

13

Net Income (Loss)

For the three-month ended March 31, 2022, the Company had a net income of $14,383 compared withto the three-month period ended March 31, 2021 of a net income of $28,103.

The net income resulted from foreign exchange gains.

Liquidity and Capital Resources

As of March 31, 2022, we had no cash and a working capital deficit of $4,085,299.

Operating Activities

No operating expense of $142,623 foractivities occurred during the three months ended June 30, 2016, representing a decrease of $10,206 or 7%. Administrative expense decreased by $4,799 or 13% for the quarter ended June 30, 2017. The amortization expense decreased by $4,701 or 5%, forMarch 31, 2022 and 2021.

Investing Activities

No investing activities occurred during the three months ended June 30, 2017, due to depreciation of RMB against USD, in spite of the fact that no addition or disposalMarch 31, 2022 and 2021.

Financing Activities

No financing activities occurred for land use rights. The depreciation forduring the three months ended June 30, 2017 decreased by $706 or 9%, compared with the same period of 2016, which was mainly due to full depreciation provided for some fixed assets for the year ended DecemberMarch 31, 2016.

Loss from operation for the three months ended June 30, 2017 was $132,417, compared to loss from operation of $136,999 for the three months ended June 30, 2016.

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2022 and 2021.

 

Net Loss

We incurred net loss of $132,523 for the three months ended June 30, 2017, compared to net loss of $137,322 for the three months ended June 30, 2016.

Other Comprehensive Income (Loss)

Our other comprehensive gain (foreign currencies translation gain) was $172,159 for the three months ended June 30, 2017, compared to other comprehensive loss of $338,987 for the three months ended June 30, 2016. The comprehensive income (loss) for each period referred to net income (loss) plus the foreign currencies translation gain (loss), between the U.S. Dollar and the Chinese Yuan RMB (or Hong Kong Dollar for Wah Bon).

Comparison of the Six Months Ended June 30, 2017 and June 30, 2016

Sales revenue

We did not recognize land use right leasing revenue and solar PV energy revenue for the six months ended June 30, 2017, due to uncertainty of collectability, and we recognized solar PV energy revenue of $7,506 for the six months ended June 30, 2016.

Operating Expenses

Total operating expense for the six months ended June 30, 2017 was $266,407 compared with operating expense of $281,152 for the six months ended June 30, 2016, representing a decrease of $14,745 or 5%. Administrative expense decreased by $3,004 or 4% for the six months ended June 30, 2017. The amortization expense decreased by $9,655 or 5%, for the six months ended June 30, 2017, due to depreciation of RMB against USD, in spite of the fact that no addition or disposal occurred for land use rights. The depreciation for the six months ended June 30, 2017 decreased by $2,086 or 13%, compared with the same period of 2016, which was mainly due to full depreciation provided for some fixed assets for the year ended December 31, 2016.

Loss from operation for the six months ended June 30, 2017 was $266,407, compared to loss from operation of $275,528 for the six months ended June 30, 2016.

Net Loss

We incurred net loss of $266,783 for the six months ended June 30, 2017, compared to net loss of $275,971 for the six months ended June 30, 2016.

Other Comprehensive Income (Loss)

Our other comprehensive gain (foreign currencies translation gain) was $252,665 for the six months ended June 30, 2017, compared to other comprehensive loss of $263,551 for the six months ended June 30, 2016. The comprehensive income (loss) for each period referred to net income (loss) plus the foreign currencies translation gain (loss), between the U.S. Dollar and the Chinese Yuan RMB (or Hong Kong Dollar for Wah Bon).

Total Equity

Total equity decreased to $10,233,292 as of June 30, 2017, from $10,247,410 as of December 31, 2016, representing a decrease of $14,118. The decrease was mainly due to the net loss of $266,783, offset by other comprehensive gain (foreign currencies translation gain) of $252,665, for the six months ended June 30, 2017.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows From Operating Activities

Net cash used in operating activities of $53,694 for the six months ended June 30, 2017, decreased by $14,276 or 21%, compared with net cash used of $67,970 for the six months ended June 30, 2016. The adjustments to reconcile our net loss to net cash flow mainly include depreciation expense of $14,022, amortization of $186,190 for land use rights and an increase in operating liability of $13,819.

Cash Flows From Investing ActivitiesOff-Balance Sheet Arrangements

 

There wasare no cash flow in investing activities for the six months ended June 30, 2017 and 2016.off-balance sheet arrangements with any party.

 

Cash Flows From Financing Activities

The Company borrowed $52,936 and $65,796 from its related parties for the six months ended June 30, 2017 and 2016, respectively.

General

As in previous year, we have access to short and long term loans of cash from our directors or other related parties.

The Company borrowed $52,936 from related parties for the six months ended June 30, 2017. 

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Our current assets increased by $1,456 and total assets increased by $140,787, respectively.

We have cash of $12,983 and $12,512 as of June 30, 2017 and December 31, 2016, respectively.

We believe that we have sufficient cash to fund operations for the next twelve (12) months.

FINANCING

We anticipated the cash generated from operating activities and from our related parties will be sufficient to sustain our daily operations for the next twelve (12) months.

INFLATION

Our management believes that inflation did not have a material effect on our results of operations for the six months ended June 30, 2017.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

None.

CRITICAL ACCOUNTING POLICIESCritical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations and financial condition are based onupon our condensed consolidated financial statements, which arehave been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates judgments and assumptionsjudgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilitiesliabilities. We evaluate our estimates on an ongoing basis, including those related to comply with generally accepted accounting principles.provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results couldmay differ from ourthese estimates which would affect the related amounts reportedunder different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements.

Anstatements as included in the SEC report filed. These accounting policy is consideredpolicies conform to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain atprinciples generally accepted in the time the estimates are made,United States and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the significant estimates and assumptions which are usedconsistently applied in the preparation of the consolidated financial statements and affect our financial condition and results of operations.statements.

 

 
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Revenue Recognition

The Company recognizes revenue when the earnings process is complete, both significant risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.

We are currently leasing the land use right to Huanghe for the development and operation of a theme park. We generally collect the annual rent every year, and then recognize land use right leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

The Company supplied electricity power by its solar PV energy segment. The electricity revenue is earned and recognized upon transmission of electricity to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a related company or the power grid controlled and owned by the respective regional or provincial grid companies. The Company stopped providing such service since 2017.

Related Party

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, member of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting party might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Our related parties are the following individuals and entities: (i) Mr. Wang Shengli (a director of the Company), Mr. Chen Weidong (our President, Chief Executive Officer and Chairman of the Board), Ms. Li Ping (a director of the Company), and Ms. Chen Min (a director of the Company), all of whom are shareholders of the Company; (ii) Mr. Zhang Hongjun, who is currently a director and controlling shareholder of the Company; (iii) Ms. Li Ping (our Chief Financial Officer and who has the same name with our Director Ms. Li Ping); and (iv) the following companies: Shaanxi Jiuzu Shaokang Liquor Co., Ltd.(Previously Shaanxi Baishui Dukang Liquor Development Co., Ltd.), Shaanxi Baishui Dukang Marketing Management Co., Ltd.(Previously Huitong World Property Superintendent Co., Ltd.), Shaanxi Xi Deng Hui Development Stock Co., Ltd., Shaanxi Baishui Du Kang Brand Management Co., Ltd., Zhongke Aerospace & Agriculture Development Stock Co., Ltd., Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd. (Previously Shaanxi Huanghe Bay Spring Lake Park Co., Ltd.), Shaanxi Changfa Industrial Co., Ltd., Shaanxi Tangrenjie Advertising Media Co., Ltd. (Previously "Shaanxi Changjiang Zhongxiayou Investment Co., Ltd.), Shaanxi Dukang Liquor Trading Co., Ltd., Shaanxi East Mining Co., Ltd. (officially canceled on April 29, 2016), Heyang County Huanghe Bay Resort Hotel Co., Ltd., Shaanxi Baishui Dukang Liquor Co., Ltd., Shaanxi Baishui Dukang Old Workshop Liquor Co., Ltd., Shaanxi Jiusheng Brand Operation Management Co., Ltd., Shaanxi Lantian Poverty Alleviation Investment Co., Ltd., Heyang County Huanghe Bay Resort Training Reception Center Co., Ltd. and Shaanxi Du Kang Liquor Group Co., Ltd.

Cash flows from due from related parties are classified as cash flows from investing activities. Cash flows from due to related parties are classified as cash flows from financing activities.

 

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures about Market Risk

 

NotAs a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required for a smaller reporting company.to provide the information in this Item.

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ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures

 

Disclosure Controls and Procedures

 

In connection withPursuant to Rule 13a-15(b) under the preparationSecurities Exchange Act of this Quarterly Report on Form 10-Q, an evaluation was1934 (“Exchange Act”), the Company carried out by the Company’s management,an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rulesunder Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2017. Disclosurethe end of the period covered by this report. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are designedeffective to ensure that information required to be disclosed by the Company in the reports filedthat the Company files or submittedsubmits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECSEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive OfficerCompany’s CEO and Chief Financial Officer,CFO, as appropriate, to allow timely decisions regarding required disclosures.disclosure for the reason described below.

 

Based on their evaluation,Because of our Chief Executive Officerlimited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and Chief Financial Officer concludedexpand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our disclosure controls and procedures were not effective as of June 30, 2017 due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2017.operations will expand.

 

Changes in Internal Controls overControl Over Financial Reporting

 

During the three months ended June 30, 2017, there have beenThere were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controlscontrol over financial reporting.

 

 
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PART II.II OTHER INFORMATION

 

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings

 

From time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material or legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverseproceeding, and, to our companyknowledge, none is contemplated or has a material interest adverse to us. threatened.

 

ITEMItem 1A. RISK FACTORS.Risk Factors

 

ThereWe are no material changesa smaller reporting company and, as a result, are not required to provide the information under this item. Please review the risk factors as set forthidentified in the Annual Report onItem 1.A of our 2021 Form 10-K filed with the SEC on March 31, 2017.10.

 

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of the Company’s equity securities duringDuring the three months ended June 30, 2017, that wereMarch 31, 2022, the Company did not otherwise disclosed in the Company’s Form 8-K.sell any unregistered securities.

 

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

 

There hashave been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company. defaults upon senior securities.

 

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures

 

Not applicable.

 

ITEMItem 5. OTHER INFORMATIONOther Information

 

There is no other informationAs a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to be disclosed underprovide the information in this item which was not previously disclosed. Item.

 

 
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ITEMItem 6. EXHIBITSExhibits

 

Exhibit No.

Description

31.1

Rule 13a-14(a)/15d-14(a) Certification of PrincipalChief Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002

31.2

Rule 13a-14(a)/15d-14(a) Certification of PrincipalChief Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002

32.1*

32.1

Section 1350 Certification of PrincipalChief Executive Officer pursuant to 18 U.S.C.

32.2Section 1350 as adopted pursuant to Section 906Certification of the Sarbanes-Oxley Act of 2002Chief Financial Officer

32.2*

101.CAL

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Document*

101.LAB

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*

101.LABInline XBRL Taxonomy Extension Label Linkbase Document

Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Document*

___________

* In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 
11101.SCHInline XBRL Taxonomy Extension Schema Document*
 
Table of Contents104Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

 

SIGNATURES

 

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

May 12, 2022

CHINA CHANGJIANG MININGChina Changjiang Mining & NEW ENERGY COMPANY., LTD.

(Registrant)

New Energy Company, Ltd.

Date: August 14, 2017

By:

/s/ Chen Wei Dong

Chongyi Yang

Name:

Chen Wei Dong

Title:

Chongyi Yang
Chief Executive Officer and President

(Principal Executive Officer)

Date: August 14, 2017

By:

/s/ Li Ping

Name:

Li Ping

Title:

Chief Financial Officer

(Principal Financial Officer)

 

 

12

 

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