10-Q

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended June 30, 2015

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 Co., Ltd.

(Exact name of registrant as specified in its charter)

Nevada	75-2571032
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Twenty-fourth Floor, Block B, Xinhui Mansion, No.33 Gaoxin Road Hi-Tech Zone, Xi’An P.R. China 71005	+86(29) 8833-1685
(Address of Principal Executive Offices; Zip Code)	(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. Yes   x 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 such shorter period that the registrant was required to submit and post such files). Yes    x No   ¨

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

(Check one):
Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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 13, 2015, the registrant had outstanding 64,629,559 shares of common stock, $0.01 par value. 

CHINA CHANGJIANG MINING AND NEW ENERGY COMPANY LTD.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	8
PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	9
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4.	MINE SAFETY DISCLOSURES	9
ITEM 5.	OTHER INFORMATION	9
ITEM 6.	EXHIBITS	10
SIGNATURES		12
EX-31.1 (CERTIFICATION)
EX-31.2 (CERTIFICATION)
EX-32.1 (CERTIFICATION)
EX-32.2 (CERTIFICATION)

2

PART 1. FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

FINANCIAL STATEMENTS

	PAGE
Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014	F-2 - F-3
Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 and June 30, 2014 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and June 30, 2014 (Unaudited)	F-5
Notes to Unaudited Consolidated Financial Statements (Unaudited)	F-6

F-1

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2015 AND DECEMBER 31, 2014

(Stated in US Dollars)

	June 30,		December 31,
	2015		2014
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	21,513	$	72,156
Other current assets and prepayments		81,022		80,535
Total Current Assets		102,535		152,691
Property, plant and equipment, net		289,898		314,480
Land use rights, net		16,266,866		16,323,725
Due from related parties		7,278,622		6,609,329
TOTAL ASSETS	$	23,937,921	$	23,400,225

See accompanying notes to the unaudited consolidated financial statements 

F-2

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2015 AND DECEMBER 31, 2014 (Continued)

(Stated in US Dollars)

	June 30,			December 31,
	2015			2014
LIABILITIES & SHAREHOLDERS’ EQUITY	(Unaudited)
Current Liabilities
Other payables and accrued liabilities	$	457,218		$	419,235
Total Current Liabilities		457,218			419,235
Non-current liabilities
Due to related parties		3,313,389			3,275,191
Due to shareholders		3,422,687			3,391,992
Total Long-term Liabilities		6,736,076			6,667,183
SHAREHOLDERS’ EQUITY
Series C convertible preferred stock ($0.01 par value, 10,000,000 shares authorized, no shares outstanding as of June 30, 2015 and December 31, 2014)		-			-
Common stock ($0.01 par value, 250,000,000 shares authorized, 64,629,559 shares issued and outstanding as of June 30, 2015 and December 31, 2014)		646,295			646,295
Treasury stock		(489,258	)		(489,258	)
Additional paid-in capital		15,410,640			15,410,640
Accumulated deficit		(2,631,055	)		(2,902,291	)
Non-controlling interests		1,105,839			1,102,122
Accumulated other comprehensive income		2,702,166			2,546,299
TOTAL SHAREHOLDERS’ EQUITY		16,744,627			16,313,807
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	23,937,921		$	23,400,225

See accompanying notes to the unaudited consolidated financial statements

F-3

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014 (Stated in US Dollars)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales revenue - related party	$	312,355			306,113		$	621,538			612,260
Cost of revenue		17,241			17,143			34,354			34,287
Gross Profit		295,114			288,970			587,184			577,973
Operating expenses
Administrative expenses		38,057			41,777			75,002			101,519
Depreciation		13,572			13,927			27,042			27,946
Amortization		105,084			104,480			209,384			208,972
Total operating expenses		156,713			160,184			311,428			338,437
Income from operations		138,401			128,786			275,756			239,536
Other Income (Expenses)
Interest income		31			23			122			47
Interest expenses		(119	)		(231	)		(433	)		(566	)
Other expenses		(492	)		-			(492	)		-
Total Other Expense		(580	)		(208	)		(803	)		(519	)
Income before tax		137,821			128,578			274,953			239,017
Income tax expense		-			-			-			-
Net income		137,821			128,578			274,953			239,017
Net income attributable to:
Non-controlling interests		2,102			(2,133	)		3,717			(5,191	)
Common stockholders		135,719			130,711			271,236			244,208
Other comprehensive income
Foreign currency translation adjustments		55,786			(2,162	)		155,867			(127,686	)
Total Comprehensive Income	$	193,607			126,416		$	430,820			111,331
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-4

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014 (Stated in US Dollars)

	For the Six Months Ended June 30,
	2015			2014
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	274,953		$	239,017
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		236,426			236,918
Changes in operating assets and liabilities:
Due from Huanghe Bay		(621,538	)		(612,260	)
Other current assets and prepayments		269			(9,957	)
Other payables and accrued liabilities		33,911			36,082
CASH USED IN OPERARATIONS		(75,979	)		(110,200	)
CASH FLOWS FROM INVESTING ACTIVITIES
Due from related parties		-			57,937
CASH PROVIDED BY INVESTING ACTIVITIES		-			57,937
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		24,120			13,062
Proceeds from shareholders		-			1,241
CASH PROVIDED BY FINANCING ACTIVITIES		24,120			14,303
Effect of exchange rate changes on cash and cash equivalents		1,216			(2,860	)
NET DECREASE IN CASH		(50,643	)		(40,820	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	$	72,156		$	159,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	21,513		$	119,046
Supplementary Disclosures for Cash Flow Information:
Income taxes paid	$	-		$	-
Interest expense	$	-		$	-

See accompanying notes to the unaudited consolidated financial statements

F-5

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 

The accounting policies and methods followed in preparing these unaudited condensed consolidated financial statements are those used by China Changjiang Mining And New Energy Company Ltd (the ‘Company’) as described in the notes to consolidated financial statements included in Annual Report on Form 10-K for the year ended December 31, 2014. The unaudited condensed consolidated financial statements for the six-month period ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and do not conform in all respects to the disclosure and information that is required for annual consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These interim condensed consolidated financial statements should be read in conjunction with the most recent annual consolidated financial statements 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 condensed consolidated financial statements. Operating results for the six-month period ended June 30, 2015 are not indicative of the results that may be expected for the full year ending December 31, 2015. 

(a) Going Concern

The Company incurred net income of $274,953 for the six months ended June 30, 2015 and had an accumulated deficit of approximately $2.63 million as of June 30, 2015. In addition, the Company had a working capital deficit of $354,683 as of June 30, 2015. The Company has cash and cash equivalents balance of $21,513 and net cash used in operating activities amounted to $75,979. 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. 

(b) Foreign Currency Translation 

Exchange rates applied for the foreign currency translation during the period are as follows: 

USD to RMB 

	June 30, 2015		December 31, 2014
Period end USD : RMB exchange rate		6.0888		6.1460
Average periodic USD : RMB exchange rate		6.1128		6.1457

F-6

USD to HKD 

	June 30,  2015		December 31,  2014
Period end USD : HKD exchange rate		7.7522		7.7580
Average periodic USD : HKD exchange rate		7.7535		7.7519

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 RMB 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. 

2. LAND USE RIGHTS, NET 

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

	June 30, 2015			December 31, 2014
Cost of Land Use Rights	$	21,020,957		$	20,825,318
Accumulated Amortization of Land Use Rights		(4,754,091	)		(4,501,593	)
Land Use Rights, Net	$	16,266,866		$	16,323,725

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

Amortization expenses were $209,384 and $208,972 for the six months ended June 30, 2015 and 2014, respectively. 

F-7

3. DUE FROM RELATED PARTIES  

The balance of $7,278,622 due from related parties represents the loans owed by related parties, which are unsecured and unexpected to be paid within twelve months from June 30, 2015. 

Due from related parties consists of the following:

  

	June 30, 2015		December 31, 2014		Interest
Du Kang Liquor Development Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	821,180	$	813,537	Interest free
Shaanxi Du Kang Liquor Group Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,240,945	$	1,246,025	Interest free
Zhongke Aerospace & Agriculture Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	463,967	$	459,649	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	4,311,194	$	3,660,918	Interest free
Shaanxi Changfa Industrial Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	377,743	$	374,227	Interest free
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	22,993	$	22,779	Interest free
Shaanxi Tangrenjie Advertising Co. (Previously “Shaanxi Changjiang Zhongxiayou Investment Co., Ltd), controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	5,338	$	5,288	Interest free
Heyang County Huanghe Bay Resort Hotel Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company		35,262		26,906	Interest free
Total	$	7,278,622	$	6,609,329

In May 2015, the Company moved to new office that was owned by Shaanxi Du Kang Liquor Group Co., Ltd. The Company is allowed to occupy the space for free. 

4. DUE TO RELATED PARTIES 

The balance of $3,313,389 due to related parties represents the loans owed to related parties, which are interest free, unsecured and unexpected to be paid within twelve months from June 30, 2015. 

F-8

Due to related parties consists of the following. 

	June 30, 2015		December 31,  2014
Huitong World Property Superintendent Company, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	410,590	$	406,769
Zhongke Lvxiang Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,149,652	$	1,138,952
Shaanxi Dukang Liquor Trading Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	16,916	$	16,759
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,725,375	$	1,701,956
Baishui Du Kang Brand Management Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	9,854	$	9,762
Shaanxi Xidenghui Technology Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,002	$	993
Total	$	3,313,389	$	3,275,191

5. DUE TO SHAREHOLDERS 

The balance of $3,422,687 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, 2015. 

Due to shareholders consists of the following: 

	June 30, 2015		December 31, 2014
Due to Wang Shengli	$	1,812,161	$	1,795,296
Due to Zhang Hongjun		996,420		987,147
Due to Chen Min	$	614,106	$	609,549
	$	3,422,687	$	3,391,992

6. SALES REVENUE - RELATED PARTY 

The Company entered into a lease and complementary agreements with one of its related companies, Shaanxi Huanghe Bay Springs Lake Theme Park Ltd (“Huanghe”), dated July 26, 2010 and March 25, 2011, respectively. According to the agreements, the use right of a piece of land with the area of 5,706,666.67 square meters was leased to Huanghe for traveling and amusement from January 1, 2011 to December 31, 2029. The annual rent in US dollars is approximately $1.2 million (equivalent to RMB7, 500,000). The rent revenues of $613,466 were recognized for the six months ended June 30, 2015, compared with the rent revenues of $612,260 for the six months ended June 30, 2014. 

The Company provided solar power to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a company with the same controlling person as the Company, with revenue of $8,072 for the six months ended June 30, 2015.  

F-9

7. INCOME TAXES 

The Company did not have income tax expense or income tax payable due to the use of net loss carryover from prior years 

As of June 30, 2015, the Company had net taxable operating losses of approximately $1,903,830 carried forward for the future years. 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 valuation allowance of $475,958 was recorded.

Components of the Company’s net deferred tax assets are set forth below: 

	June 30, 2015			December 31, 2014
Deferred tax assets
Net operating loss carry-forward	$	475,958		$	185,148
Total of Deferred tax assets	$	475,958		$	185,148
Less: valuation allowance	$	(475,958	)	$	(185,148	)
Net deferred assets	$	-		$	-

8. SEGMENT INFORMATION 

The Company operates in two reportable segments, land use right leasing and solar PV energy. Summarized information by business segment for the three and six months ended June 30, 2015 and 2014 is as follows. 

	For the Three months ended June 30,				For the Six months ended June 30,
	2015		2014		2015		2014
Revenue	$				$
Land use right leasing		307,882		306,113		613,466		612,260
Solar PV energy		4,473				8,072		-
Cost of revenue
Land use right leasing		17,241		17,143		34,354		34,287
Solar PV energy		-		-		-		-
Gross Profits
Land use right leasing		290,641		288,970		579,112		577,973
Solar PV energy		4,473		-		8,072		-

The Company evaluates segment performance based on income from operations. As a result, the components of operating income for one segment may not be comparable to another segment. 

F-10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS 

In addition to the historical information contained herein, we make statements in this Quarterly Report on Form 10-Q that are 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. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated 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. 

The following discussion and analysis should be read in conjunction with our June 30, 2015 unaudited consolidated financial statements and related notes thereto included in this quarterly report and with our consolidated financial statements and notes thereto for the year ended December 31, 2014. 

Overview 

We have transitioned our business from mining to clean new energy, 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. Our Huanghe Bay Project has generated revenue for the six months ended June 30, 2015. 

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 Springs Lake Theme Park Ltd. (“Huanghe”), 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 not only our largest asset, but also the stable operating income to support our other business, with an annual rent of approximately $1.2 million (RMB 7,500,000). 

The following is a summary of the book value of our land use rights as of June 30, 2015: 

Cost	$	21,020,957
Less: Accumulated amortization		(4,754,091	)
Land use rights, net	$	16,266,866

Amortization expenses were approximately $209,384 and $208,972 for the six months ended June 30, 2015, and 2014, respectively. 

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $2,631,055 as of June 30, 2015, which includes net income for common stockholders of $271,236 for the six months ended June 30, 2015. The Company’s operations used cash of $75,979 for the six months ended June 30, 2015. 

We began to generate revenue for the year ended December 31, 2011, of which the revenue from land use right leasing was expected to provide stable cash flow. In the future, we expect that there will no longer be a need for us to continue to rely on loans from our directors and other related parties. 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. 

3

RESULTS OF OPERATIONS 

Comparison of the Three Months Ended June 30, 2015 and June 30, 2014

Sales revenue 

We generated total revenue of $312,355 for the three months ended June, 30, 2015, compared with revenue of $306,113 for the three months ended June 30, 2014. Of the total revenue of $312,355, revenue of $307,882 was generated by land use right leasing, the other revenue of $4,473 was generated by solar PV energy. Both of the revenues for land use right leasing and solar PV energy are related party transactions. They are provided by Shaanxi Huanghe Bay Springs Lake Theme Park Ltd and Heyang County Huanghe Bay Resort Hotel Co., Ltd, respectively, both of which are companies whose controlling person is the same as the controlling person of the Company.

Operating Expenses 

Total operating expense for the three months ended June 30, 2015 was $156,713 compared with operating expense of $160,184 for the three months ended June 30, 2014. Administrative expense slightly decreased by $3,720 or 9% for the quarter ended June 30, 2015. The amortization expense for the three months ended June 30, 2015 remained stable, as no addition or disposal occurred for land use rights. The depreciation for the three months ended June 30, 2015 slightly decreased by $355 or 3%, compared with the same period of 2014, which was mainly due to the fluctuation of exchange rate.

Income before taxes for the three months ended June 30, 2015 was $137,821, compared to income of $128,578 for the three months ended June 30, 2014. 

Net Income 

We achieved net income of $137,821 for the three months ended June 30, 2015, compared to net income of $128,578 for the three months ended June 30, 2014. The slight increase in net income was primarily due to decrease in administrative expense for the three months ended June 30, 2015. 

Comparison of the Six Months Ended June 30, 2015 and June 30, 2014

Sales revenue 

We generated total revenue of $621,538 for the six months ended June, 30, 2015, compared with revenue of $612,260 for the six months ended June 30, 2014. Of the total revenue of $621,538, revenue of $613,466 was generated by land use rights leasing, the other revenue of $8,072 was generated by solar PV energy. Both of the revenues for land use rights leasing and solar PV energy are related party transactions. They are provided by Shaanxi Huanghe Bay Springs Lake Theme Park Ltd and Heyang County Huanghe Bay Resort Hotel Co., Ltd, respectively, both of which are companies whose controlling person is the same as the controlling person of the Company.

Operating Expenses 

Total operating expense for the six months ended June 30, 2015 was $311,428 compared with operating expense of $338,437 for the six months ended June 30, 2014. Administrative expense decreased by $26,517 or 26% for the six months ended June 30,2015, which was mainly due to lesser professional fee incurred and lesser staffs employed for the six months ended June 30,2015. The amortization expense for the six months ended June 30, 2015 remained stable, as no addition or disposal occurred for land use rights. The depreciation for the six months ended June 30, 2015 slightly decreased by $904 or 3%, compared with the same period of 2014, which was mainly due to the fluctuation of exchange rate.

Income before taxes for the six months ended June 30, 2015 was $274,953, compared to income of $239,017 for the six months ended June 30, 2014.

4

Net Income 

We achieved net income of $274,953 for the six months ended June 30, 2015, compared to net income of $239,017 for the six months ended June 30, 2014. The slight increase in net income was primarily due to decrease in administrative expense for the six months ended June 30, 2015. 

Comprehensive Income 

Our comprehensive incomes were $430,820 and $111,331 for the six months ended June 30, 2015 and 2014 respectively. The comprehensive income for each period referred to net income plus the foreign currencies translation gain (loss), between the U.S. Dollar and the Chinese Yuan RMB (or Hong Kong Dollar for Wah Bon).

Stockholders’ Equity 

Stockholders' equity increased to $16,744,627 as of June 30, 2015, from $16,313,807 as of December 31, 2014. The slight increase was due to the net income of $274,953 generated, and other comprehensive income (foreign currency translation income) of $155,867 occurred, for the six months ended June 30, 2015. 

LIQUIDITY AND CAPITAL RESOURCES 

Cash Flows From Operating Activities 

Net cash used in operating activities of $75,979 for the six months ended June 30, 2015, slightly decreased by $34,221 or 31%, compared with net cash used of $110,200 for the six months ended June 30, 2014. The adjustments to reconcile our net income to net cash flow include increased receivables of $621,538 from Huanghe Bay, depreciation expense of $27,042, amortization of $209,384 for land use rights, a decrease in operating assets of $269 and an increase in operating liability of $33,911. 

Cash Flows From Investing Activities 

There was no cash flow in investing activities for the six months ended June 30, 2015. And net cash provided by investing activities of $57,937 for the six months ended June 30, 2014 was the proceeds from related parties. 

Cash Flows From Financing Activities 

The Company borrowed $24,120 and $13,062 from its related parties for the six months ended June 30, 2015 and 2014 respectively.

General 

Collectability of our account receivable for the land use right leasing is important to our continuation of operation. In addition, we have access to short and long term loans of cash from our directors or other related parties. 

5

We received cash of $24,120 from our related parties for the six months ended June 30, 2015. 

Our current assets decreased by $50,156 and total assets increased by $537,696 respectively. 

We have cash of $21,513 and $72,156 as of June 30, 2015 and December 31, 2014 respectively. 

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

FINANCING 

We anticipated the cash generated from operating activities will be sufficient to sustain our daily operations for the next twelve 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, 2015. 

OFF-BALANCE SHEET ARRANGEMENTS 

We do not have any off-balance sheet arrangements. 

CONTRACTUAL OBLIGATIONS 

None 

CRITICAL ACCOUNTING POLICIES 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities to comply with generally accepted accounting principles. We base our estimates on historical experience and on various other assumptions that we believe are 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 could differ from our estimates, which would affect the related amounts reported in our financial statements. 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimates are made, 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 used in the preparation of the consolidated financial statements and affect our financial condition and results of operations. 

6

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. 

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 Sheng Li (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 Hong Jun, 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: Du Kang Liquor Development Co., Ltd., Huitong World Property Superintendent Company, Xi Deng Hui Development Stock Co., Ltd., Zhongke Lvxiang Development Stock Co., Ltd., Shaanxi Du Kang Liquor Group Co., Ltd., Shaanxi Bai Shui Du Kang Brand Management Co., Ltd., Shaanxi Huanghe Bay Springs Lake Theme Park Ltd., Shaanxi Changfa Industrial Co., Ltd., Shaanxi Tangrenjie Advertising Media Co., Ltd and Zhongke Aerospace, Shaanxi East Mining Co., Ltd., Agriculture Development Stock Co., Ltd., Shaanxi Du Kang Wine Trading Co., Ltd. and Heyang County Huanghe Bay Resort Hotel 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. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Not required for a smaller reporting company. 

7

ITEM 4. CONTROLS AND PROCEDURES 

Disclosure Controls and Procedures 

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2015. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. 

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2015. 

Limitations on Effectiveness of Controls and Procedures 

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 

Changes in Internal Controls 

During the six months ended June 30, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting. 

8

PART II. OTHER INFORMATION 

ITEM 1. LEGAL 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 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 adverse to our company or has a material interest adverse to us.  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

We made no sales of unregistered securities during the six months ended June 30, 2015. 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

None 

ITEM 4. MINE SAFETY DISCLOSURES 

Not applicable. 

ITEM 5. OTHER INFORMATION 

None. 

9

ITEM 6. EXHIBITS 

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and: 

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

The following exhibits are included as part of this report: 

10

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief 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	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

11

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.  

	CHINA CHANGJIANG MINING AND NEW ENERGY COMPANY, LTD.  (Registrant)
Date: August 13, 2015	By:	/s/ Chen Wei Dong
	Name:	Chen Wei Dong
	Title:	Chief Executive Officer and President (Principal Executive Officer)
Date: August 13, 2015	By:	/s/ Li Ping
	Name:	Li Ping
	Title:	Chief Financial Officer (Principal Financial Officer)

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chen Wei Dong, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of China Changjiang Mining & New Energy Co., Ltd.;
2.	Based on my knowledge, the quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

Date: August 13, 2015	By:	/s/ Chen Wei Dong
		Chen Wei Dong, Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Li Ping, certify that: 

1.	I have reviewed this quarterly report on Form 10-Q of China Changjiang Mining & New Energy Co., Ltd.;
2.	Based on my knowledge, the quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

Date: August 13, 2015	By:	/s/ Li Ping
		Li Ping, Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China Changjiang Mining & New Energy Co., Ltd. (the “Company”) on Form 10-Q for the six months ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chen Wei Dong, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

Date: August 13, 2015	By:	/s/ Chen Wei Dong
		Chen Wei Dong, Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2
 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China Changjiang Mining & New Energy Co., Ltd. (the “Company”) on Form 10-Q for the six months ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Li Ping, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

Date: August 13, 2015	By:	/s/ Li Ping
		Li Ping, Chief Financial Officer (Principal Financial Officer)

XML

INCOME TAX (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Deferred tax assets
Net operating loss carry-forward	$ 475,958	$ 185,148
Total of Deferred tax assets	475,958	185,148
Less: valuation allowance	$ (475,958)	$ (185,148)
Net deferred assets

XML

LAND USE RIGHTS, NET (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Land Use Rights Net Details Narrative
Amortization expenses	$ 105,084	$ 104,480	$ 209,384	$ 208,972

XML

DUE TO RELATED PARTIES

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 4 - DUE TO RELATED PARTIES

The balance of $3,313,389 due to related parties represents the loans owed to related parties, which are interest free, unsecured and unexpected to be paid within twelve months from June 30, 2015. 

Due to related parties consists of the following. 

	June 30,			December 31,
	2015		2014
Huitong World Property Superintendent Company, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	410,590	$	406,769
Zhongke Lvxiang Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,149,652	$	1,138,952
Shaanxi Dukang Liquor Trading Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	16,916	$	16,759
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,725,375	$	1,701,956
Baishui Du Kang Brand Management Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	9,854	$	9,762
Shaanxi Xidenghui Technology Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,002	$	993
Total	$	3,313,389	$	3,275,191

XML

DUE TO RELATED PARTIES (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due To Related Parties Details Narrative
Due to related parties	$ 3,313,389	$ 3,275,191

XML

DUE TO RELATED PARTIES (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due to related parties	$ 3,313,389	$ 3,275,191
Due to Huiton World Property Superintendent Company [Member]
Due to related parties	410,590	406,769
Due to Zhongke Lvxiang Development Stock Co Ltd [Member]
Due to related parties	1,149,652	1,138,952
Due to Shaanxi Dukang Liquor Trading Co., Ltd [Member]
Due to related parties	16,916	16,759
Shaanxi East Mining Co Ltd [Member]
Due to related parties	1,725,375	1,701,956
Due to Baishui Du Kang Brand Management Co Ltd [Member]
Due to related parties	9,854	9,762
Due to Shaanxi Xidenghui Technology Co Ltd [Member]
Due to related parties	$ 1,002	$ 993

XML

DUE TO SHAREHOLDERS (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due to shareholders	$ 3,422,687	$ 3,391,992
Due to Wang Shengli [Member]
Due to shareholders	1,812,161	1,795,296
Due to Zhang Hongjun [Member]
Due to shareholders	996,420	987,147
Due to Chen Min [Member]
Due to shareholders	$ 614,106	$ 609,549

XML

DUE TO SHAREHOLDERS (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due To Shareholders Details Narrative
Due to shareholders	$ 3,422,687	$ 3,391,992

XML

DUE FROM RELATED PARTIES

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 3 - DUE FROM RELATED PARTIES

The balance of $7,278,622 due from related parties represents the loans owed by related parties, which are unsecured and unexpected to be paid within twelve months from June 30, 2015. 

Due from related parties consists of the following:

	June 30,		December 31,
	2015		2014		Interest
Du Kang Liquor Development Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	821,180	$	813,537	Interest free
Shaanxi Du Kang Liquor Group Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,240,945	$	1,246,025	Interest free
Zhongke Aerospace & Agriculture Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	463,967	$	459,649	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	4,311,194	$	3,660,918	Interest free
Shaanxi Changfa Industrial Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	377,743	$	374,227	Interest free
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	22,993	$	22,779	Interest free
Shaanxi Tangrenjie Advertising Co. (Previously “Shaanxi Changjiang Zhongxiayou Investment Co., Ltd), controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	5,338	$	5,288	Interest free
Heyang County Huanghe Bay Resort Hotel Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company		35,262		26,906	Interest free
Total	$	7,278,622	$	6,609,329

In May 2015, the Company moved to new office that was owned by Shaanxi Du Kang Liquor Group Co., Ltd. The Company is allowed to occupy the space for free.

XML

SALES REVENUE - RELATED PARTY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Rent revenue	$ 613,466	$ 612,260
Heyang County Huanghe Bay Resort Hotel [Member]
Rent revenue	$ 8,072

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 21,513	$ 72,156
Other current assets and prepayments	81,022	80,535
Total Current Assets	102,535	152,691
Property, plant and equipment, net	289,898	314,480
Land use rights, net	16,266,866	16,323,725
Due from related parties	7,278,622	6,609,329
TOTAL ASSETS	23,937,921	23,400,225
Current Liabilities
Other payables and accrued liabilities	457,218	419,235
Total Current Liabilities	457,218	419,235
Non-current liabilities
Due to related parties	3,313,389	3,275,191
Due to shareholders	3,422,687	3,391,992
Total Long-term Liabilities	6,736,076	$ 6,667,183
SHAREHOLDERS' EQUITY
Series C convertible preferred stock ($0.01 par value, 10,000,000 shares authorized, no shares outstanding as of June 30, 2015 and December 31, 2014)
Common stock ($0.01 par value, 250,000,000 shares authorized, 64,629,559 shares issued and outstanding as of June 30, 2015 and December 31, 2014)	646,295	$ 646,295
Treasury stock	(489,258)	(489,258)
Additional paid-in capital	15,410,640	15,410,640
Accumulated deficit	(2,631,055)	(2,902,291)
Non-controlling interests	1,105,839	1,102,122
Accumulated other comprehensive income	2,702,166	2,546,299
TOTAL SHAREHOLDERS' EQUITY	16,744,627	16,313,807
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 23,937,921	$ 23,400,225

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies and methods followed in preparing these unaudited condensed consolidated financial statements are those used by China Changjiang Mining And New Energy Company Ltd (the ‘Company’) as described in the notes to consolidated financial statements included in Annual Report on Form 10-K for the year ended December 31, 2014. The unaudited condensed consolidated financial statements for the six-month period ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and do not conform in all respects to the disclosure and information that is required for annual consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These interim condensed consolidated financial statements should be read in conjunction with the most recent annual consolidated financial statements 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 condensed consolidated financial statements. Operating results for the six-month period ended June 30, 2015 are not indicative of the results that may be expected for the full year ending December 31, 2015. 

(a) Going Concern

The Company incurred net income of $274,953 for the six months ended June 30, 2015 and had an accumulated deficit of approximately $2.63 million as of June 30, 2015. In addition, the Company had a working capital deficit of $354,683 as of June 30, 2015. The Company has cash and cash equivalents balance of $21,513 and net cash used in operating activities amounted to $75,979. 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. 

(b) Foreign Currency Translation 

Exchange rates applied for the foreign currency translation during the period are as follows: 

USD to RMB 

	June 30, 2015		December 31, 2014
Period end USD : RMB exchange rate		6.0888		6.1460
Average periodic USD : RMB exchange rate		6.1128		6.1457

USD to HKD 

	June 30,  2015		December 31, 2014
Period end USD : HKD exchange rate		7.7522		7.7580
Average periodic USD : HKD exchange rate		7.7535		7.7519

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 RMB 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. 

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SEGMENT INFORMATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Cost of revenue	$ 17,241	$ 17,143	$ 34,354	$ 34,287
Gross Profits	295,114	288,970	587,184	577,973
Land use right leasing [Member]
Revenue	307,882	306,113	613,466	612,260
Cost of revenue	17,241	17,143	34,354	34,287
Gross Profits	290,641	$ 288,970	579,112	$ 577,973
Solar PV energy [Member]
Revenue	$ 4,473		$ 8,072
Cost of revenue
Gross Profits	$ 4,473		$ 8,072

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
USD to RMB [Member]
Period end exchange rate	6.0888	6.1460
Average periodic exchange rate	6.1128	6.1457
USD to HKD [Member]
Period end exchange rate	7.7522	7.7580
Average periodic exchange rate	7.7535	7.7519

XML

LAND USE RIGHTS, NET (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Land Use Rights Net Details
Cost of Land Use Rights	$ 21,020,957	$ 20,825,318
Accumulated Amortization of Land Use Rights	(4,754,091)	(4,501,593)
Land Use Rights, Net	$ 16,266,866	$ 16,323,725

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LAND USE RIGHTS, NET

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 2 - LAND USE RIGHTS, NET

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

	June 30, 2015			December 31, 2014
Cost of Land Use Rights	$	21,020,957		$	20,825,318
Accumulated Amortization of Land Use Rights		(4,754,091	)		(4,501,593	)
Land Use Rights, Net	$	16,266,866		$	16,323,725

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

Amortization expenses were $209,384 and $208,972 for the six months ended June 30, 2015 and 2014, respectively.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
SHAREHOLDERS' EQUITY
Series C Convertible preferred stock, par value	$ 0.01	$ 0.01
Series C Convertible preferred stock, Authorized	10,000,000	10,000,000
Series C Convertible preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, Authorized	250,000,000	250,000,000
Common stock, Issued	64,629,559	64,629,559
Common stock, outstanding	64,629,559	64,629,559

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DUE FROM RELATED PARTIES (Tables)

6 Months Ended

Jun. 30, 2015

Due From Related Parties Tables

Due from related parties

Due from related parties consists of the following:

	June 30,		December 31,
	2015		2014		Interest
Du Kang Liquor Development Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	821,180	$	813,537	Interest free
Shaanxi Du Kang Liquor Group Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,240,945	$	1,246,025	Interest free
Zhongke Aerospace & Agriculture Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	463,967	$	459,649	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	4,311,194	$	3,660,918	Interest free
Shaanxi Changfa Industrial Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	377,743	$	374,227	Interest free
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	22,993	$	22,779	Interest free
Shaanxi Tangrenjie Advertising Co. (Previously “Shaanxi Changjiang Zhongxiayou Investment Co., Ltd), controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	5,338	$	5,288	Interest free
Heyang County Huanghe Bay Resort Hotel Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company		35,262		26,906	Interest free
Total	$	7,278,622	$	6,609,329

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 13, 2015
Document And Entity Information
Entity Registrant Name	CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
Entity Central Index Key	0000029952
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		64,629,559
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

XML

DUE TO RELATED PARTIES (Tables)

6 Months Ended

Jun. 30, 2015

Due To Related Parties Tables

Due to related parties

Due to related parties consists of the following. 

	June 30,			December 31,
	2015		2014
Huitong World Property Superintendent Company, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	410,590	$	406,769
Zhongke Lvxiang Development Stock Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,149,652	$	1,138,952
Shaanxi Dukang Liquor Trading Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	16,916	$	16,759
Shaanxi East Mining Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,725,375	$	1,701,956
Baishui Du Kang Brand Management Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	9,854	$	9,762
Shaanxi Xidenghui Technology Co., Ltd, controlled by Zhang Hongjun, the Director and principal shareholder of the Company	$	1,002	$	993
Total	$	3,313,389	$	3,275,191

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statements Of Income And Comprehensive Income
Sales revenue - related party	$ 312,355	$ 306,113	$ 621,538	$ 612,260
Cost of revenue	17,241	17,143	34,354	34,287
Gross Profit	295,114	288,970	587,184	577,973
Operating expenses
Administrative expenses	38,057	41,777	75,002	101,519
Depreciation	13,572	13,927	27,042	27,946
Amortization	105,084	104,480	209,384	208,972
Total operating expenses	156,713	160,184	311,428	338,437
Income from operations	138,401	128,786	275,756	239,536
Other Income (Expenses)
Interest income	31	23	122	47
Interest expenses	(119)	$ (231)	(433)	$ (566)
Other expenses	(492)		(492)
Total Other Expense	(580)	$ (208)	(803)	$ (519)
Income before tax	$ 137,821	$ 128,578	$ 274,953	$ 239,017
Income tax expense
Net Income	$ 137,821	$ 128,578	$ 274,953	$ 239,017
Net income attributable to:
Non-controlling interests	2,102	(2,133)	3,717	(5,191)
Common Stockholders	135,719	130,711	271,236	244,208
Other comprehensive income
Foreign currency translation adjustments	55,786	(2,162)	155,867	(127,686)
Total Comprehensive Income	$ 193,607	$ 126,416	$ 430,820	$ 111,331
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

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INCOME TAX

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 7 - INCOME TAX

The Company did not have income tax expense or income tax payable due to the use of net loss carryover from prior years 

As of June 30, 2015, the Company had net taxable operating losses of approximately $1,903,830 carried forward for the future years. 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 valuation allowance of $475,958 was recorded.

Components of the Company’s net deferred tax assets are set forth below: 

	June 30, 2015			December 31, 2014
Deferred tax assets
Net operating loss carry-forward	$	475,958		$	185,148
Total of Deferred tax asset	$	475,958		$	185,148
Less: valuation allowance	$	(475,958	)	$	(185,148	)
Net deferred assets	$	-		$	-

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SALES REVENUE - RELATED PARTY

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 6 - SALES REVENUE - RELATED PARTY

The Company entered into a lease and complementary agreements with one of its related companies, Shaanxi Huanghe Bay Springs Lake Theme Park Ltd (“Huanghe”), dated July 26, 2010 and March 25, 2011, respectively. According to the agreements, the use right of a piece of land with the area of 5,706,666.67 square meters was leased to Huanghe for traveling and amusement from January 1, 2011 to December 31, 2029. The annual rent in US dollars is approximately $1.2 million (equivalent to RMB7, 500,000). The rent revenues of $613,466 were recognized for the six months ended June 30, 2015, compared with the rent revenues of $612,260 for the six months ended June 30, 2014. 

The Company provided solar power to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a company with the same controlling person as the Company, with revenue of $8,072 for the six months ended June 30, 2015.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Net Income	$ 137,821	$ 128,578	$ 274,953	$ 239,017
Accumulated deficit	(2,631,055)		(2,631,055)		$ (2,902,291)
Working capital deficit	354,683		354,683
Cash and cash equivalents	$ 21,513	$ 119,046	21,513	119,046	$ 72,156	$ 159,866
Net cash used in operating activities			$ (75,979)	$ (110,200)

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DUE TO SHAREHOLDERS (Tables)

6 Months Ended

Jun. 30, 2015

Due To Shareholders Tables

Due to shareholders

Due to shareholders consists of the following: 

	June 30, 2015		December 31, 2014
Due to Wang Shengli	$	1,812,161	$	1,795,296
Due to Zhang Hongjun		996,420		987,147
Due to Chen Min	$	614,106	$	609,549
	$	3,422,687	$	3,391,992

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2015

Summary Of Significant Accounting Policies Tables

Exchange rates applied for foreign currency translation

Exchange rates applied for the foreign currency translation during the period are as follows: 

USD to RMB 

	June 30, 2015		December 31, 2014
Period end USD : RMB exchange rate		6.0888		6.1460
Average periodic USD : RMB exchange rate		6.1128		6.1457

USD to HKD 

	June 30,  2015		December 31, 2014
Period end USD : HKD exchange rate		7.7522		7.7580
Average periodic USD : HKD exchange rate		7.7535		7.7519

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 8 - SEGMENT INFORMATION

The Company operates in two reportable segments, land use right leasing and solar PV energy. Summarized information by business segment for the three and six months ended June 30, 2015 and 2014 is as follows. 

	For the Three months ended June 30,				For the Six months ended June 30,
	2015		2014		2015		2014
Revenue	$				$
Land use right leasing		307,882		306,113		613,466		612,260
Solar PV energy		4,473				8,072		-
Cost of revenue
Land use right leasing		17,241		17,143		34,354		34,287
Solar PV energy		-		-		-		-
Gross Profits
Land use right leasing		290,641		288,970		579,112		577,973
Solar PV energy		4,473		-		8,072		-

The Company evaluates segment performance based on income from operations. As a result, the components of operating income for one segment may not be comparable to another segment.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2015

Summary Of Significant Accounting Policies Policies

Going Concern

The Company incurred net income of $274,953 for the six months ended June 30, 2015 and had an accumulated deficit of approximately $2.63 million as of June 30, 2015. In addition, the Company had a working capital deficit of $354,683 as of June 30, 2015. The Company has cash and cash equivalents balance of $21,513 and net cash used in operating activities amounted to $75,979. 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.

Foreign Currency Translation

Exchange rates applied for the foreign currency translation during the period are as follows: 

USD to RMB 

	June 30, 2015		December 31, 2014
Period end USD : RMB exchange rate		6.0888		6.1460
Average periodic USD : RMB exchange rate		6.1128		6.1457

USD to HKD 

	June 30,  2015		December 31, 2014
Period end USD : HKD exchange rate		7.7522		7.7580
Average periodic USD : HKD exchange rate		7.7535		7.7519

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 RMB amounts could have been, or could be, converted into USD at the rates used in translation.

Earning/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.

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LAND USE RIGHTS, NET (Tables)

6 Months Ended

Jun. 30, 2015

Land Use Rights Net Tables

Summary of land use rights, net

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

	June 30, 2015			December 31, 2014
Cost of Land Use Rights	$	21,020,957		$	20,825,318
Accumulated Amortization of Land Use Rights		(4,754,091	)		(4,501,593	)
Land Use Rights, Net	$	16,266,866		$	16,323,725

XML

INCOME TAX (Details Narrative)	Jun. 30, 2015 USD ($)
Income Tax Details Narrative
Net taxable operating loss	$ 1,903,830

XML

SEGMENT INFORMATION (Tables)

3 Months Ended

Sep. 30, 2013

Segment Information Tables

Summarized information by business segment

The Company operates in two reportable segments, land use right leasing and solar PV energy. Summarized information by business segment for the three and six months ended June 30, 2015 and 2014 is as follows. 

	For the Three months ended June 30,				For the Six months ended June 30,
	2015		2014		2015		2014
Revenue	$				$
Land use right leasing		307,882		306,113		613,466		612,260
Solar PV energy		4,473				8,072		-
Cost of revenue
Land use right leasing		17,241		17,143		34,354		34,287
Solar PV energy		-		-		-		-
Gross Profits
Land use right leasing		290,641		288,970		579,112		577,973
Solar PV energy		4,473		-		8,072		-

XML

DUE FROM RELATED PARTIES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Due from related parties non current	$ 7,278,622	$ 6,609,329
Du Kang Liquor Development Co Ltd [Member]
Due from related parties non current	$ 821,180	$ 813,537
Interest	Interest free	Interest free
Shaanxi Du Kang Liquor Group Co Ltd [Member]
Due from related parties non current	$ 1,240,945	$ 1,246,025
Interest	Intrest free	Interest free
Zhongke Aerospace And Agriculture Development Stock Co Ltd [Member]
Due from related parties non current	$ 463,967	$ 459,649
Interest	Interest free	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd [Member]
Due from related parties non current	$ 4,311,194	$ 3,660,918
Interest	Interest free	Interest free
Shaanxi Changfa Industrial Co LTD [Member]
Due from related parties non current	$ 377,743	$ 374,227
Interest	Interest free	Interest free
Shaanxi East Mining Co Ltd [Member]
Due from related parties non current	$ 22,993	$ 22,779
Interest	Interest free	Interest free
Shaanxi Tangrenjie Advertising Co [Member]
Due from related parties non current	$ 5,338	$ 5,288
Interest	Interest free	Interest free
Heyang County Huanghe Bay Resort Hotel [Member]
Due from related parties non current	$ 35,262	$ 26,906
Interest	Interest free	Interest free

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 274,953	$ 239,017
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	236,426	236,918
Changes in operating assets and liabilities:
Due from Huanghe Bay	(621,538)	(612,260)
Other current assets and prepayments	269	(9,957)
Other payables and accrued liabilities	33,911	36,082
CASH USED IN OPERATING ACTIVITIES	$ (75,979)	(110,200)
CASH FLOWS FROM INVESTING ACTIVITIES
Due from related parties		57,937
CASH PROVIDED BY INVESTING ACTIVITIES		57,937
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties	$ 24,120	13,062
Proceeds from shareholders		1,241
CASH PROVIDED BY FINANCING ACTIVITIES	$ 24,120	14,303
Effect of exchange rate changes on cash and cash equivalents	1,216	(2,860)
NET DECREASE IN CASH	(50,643)	(40,820)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	72,156	159,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 21,513	$ 119,046
Supplementary Disclosures for Cash Flow Information:
Interest expense paid
Income taxes paid

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DUE TO SHAREHOLDERS

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 5 - DUE TO SHAREHOLDERS

The balance of $3,422,687 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, 2015. 

Due to shareholders consists of the following: 

	June 30, 2015		December 31, 2014
Due to Wang Shengli	$	1,812,161	$	1,795,296
Due to Zhang Hongjun		996,420		987,147
Due to Chen Min	$	614,106	$	609,549
	$	3,422,687	$	3,391,992

XML

DUE FROM RELATED PARTIES (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Due From Related Parties Details Narrative
Due from related parties non current	$ 7,278,622	$ 6,609,329

XML

INCOME TAX (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Tables

Components of deferred tax assets

Components of the Company’s net deferred tax assets are set forth below: 

	June 30, 2015			December 31, 2014
Deferred tax assets
Net operating loss carry-forward	$	475,958		$	185,148
Total of Deferred tax asset	$	475,958		$	185,148
Less: valuation allowance	$	(475,958	)	$	(185,148	)
Net deferred assets	$	-		$	-