UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended |
or
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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:
(Exact name of registrant as specified in its charter)
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(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
_____________________
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
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”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging Growth Company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of June 30, 2023, there were shares outstanding of the registrant’s Common Stock.
As of June 30, 2023, there were 1,000,000 shares outstanding of the registrant’s Convertible Series C Preferred Stock.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CHINA CHINGJIANG MINING & NEW ENERGY CO., LTD
FINANCIAL STATEMENTS
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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
BALANCE SHEETS
| As at | ||||||||
| June 30, 2023 | Dec. 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Other payable and accrued liabilities | $ | $ | ||||||
| Total current liabilities | ||||||||
| Due to related parties | ||||||||
| Due to Shareholders | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Series C convertible preferred stock ($ par value, shares authorized, shares outstanding as of June 30, 2023 and December 31, 2022 | ||||||||
| Common stock ($ par value, shares authorized, shares issued and outstanding as of June 30, 2023 and December 31, 2022 | ||||||||
| Treasury stock | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| OTHER INCOME/(EXPENSE) | ||||||||||||||||
| Foreign exchange gains/(losses), net | $ | $ | $ | $ | ||||||||||||
| Total other income/(expense) | ||||||||||||||||
| Net profit/(loss) | $ | $ | $ | $ | ||||||||||||
| Earnings per share – basic | ||||||||||||||||
| Weighted average number of common shares-basic | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
| Three months ended Jun. 30 | Six months ended Jun. 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Beginning stock holders’ deficit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in the period: | ||||||||||||||||
| Net profit/(loss) for the period | ||||||||||||||||
| Issue of shares | ||||||||||||||||
| Closing stock holders’ deficit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these unaudited financial statements
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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Quarterly Periods Ended | ||||||||
| June. 30, 2023 | June. 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net profit | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | – | – | ||||||
| Changes in operating assets and liabilities: | – | – | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Due to related parties | ( | ) | ( | ) | ||||
| Due to shareholders | ( | ) | ( | ) | ||||
| Cash used in operating activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Investment received from Preferred C shares issued | ||||||||
| Cash generated from financing activities | ||||||||
| Net change in cash and equivalents | ||||||||
| Cash and equivalents, beginning of period | ||||||||
| Cash and equivalents, end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.
Notes to Financial Statements
June 30, 2023
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
China Changjiang Mining & New Energy Company, Ltd. ("China Changjiang", "we", the "Company") was incorporated under the laws of the State of Delaware in 1969.
Hong Kong Wah Bon Enterprise Limited ("Wah Bon") was incorporated in Hong Kong on July 7, 2006 as an investment holding company.
Shaanxi Pacific New Energy Development Company Limited ("Shaanxi Pacific") was incorporated as a limited liability company in the People's Republic of China ("PRC") on July 20, 2007 as an investment holding company.
Shaanxi Changjiang Mining & New Energy Company, Ltd ("Shaanxi Changjiang") (formerly Weinan Industrial and Commercial Company Limited) was incorporated as a limited liability company in the PRC on March 19, 1999. The Company became a joint stock company in January 2006 with its business activities in investment holding and the development of a theme park in Xi'An, PRC.
In August 2005, Shaanxi Changjiang contributed land use rights valued at $7,928,532 in lieu of cash to the registered capital of Huanghe representing 92.93% of the equity of Huanghe. Huanghe was incorporated as a limited liability company in the PRC on August 9, 2005 as Shaanxi Changjiang Petroleum and Energy Development Co., Limited and is engaged in the development of a theme park in Huanghe Bay (Huanghe Nantan), Heyang County, Shaanxi Province, PRC.
On February 5, 2007, Shaanxi Changjiang entered into an agreement with a third party to acquire 40% of the equity interest in East Mining Company Limited ("East Mining") for $3,117,267 in cash. East Mining is engaged in exploration for lead, zinc and gold for mining in Xunyan County, Shaanxi Province, PRC.
On March 22, 2007, Shaanxi Changjiang entered into an agreement with the majority shareholder of Shaanxi Changjiang to exchange its 92.93% interest in Huanghe for a 20% equity interest in East Mining owned by this related party.
On August 15, 2007, 97.2% of the shareholders of Shaanxi Changjiang entered into a definitive agreement with Shaanxi Pacific and the stockholders of Shaanxi Pacific in which they disposed their ownership in Shaanxi Changjiang to Shaanxi Pacific for 98% of ownership in Shaanxi Pacific and cash of $1,328,940 payable on or before December 31, 2007.
On September 2, 2007, Wah Bon acquired 100% ownership of Shaanxi Pacific for a cash consideration of $128,205.
On May 30, 2007, amended to July 5, 2007, North American Gaming and Entertainment Corporation ("North American") entered into a Material Definitive Agreement, pursuant to which the shareholders of Shaanxi Changjiang exchanged all their shares in Shaanxi Changjiang for 500,000 shares of series C convertible preferred stock ("series C shares") in North American which carried the right of 1,218 votes per share and was convertible to 609,000,000 common shares. In connection with the exchange, Shaanxi Changjiang also delivered $370,000 to North American and certain non-affiliates of North American will transfer to North American or its designee a total of 3,800,000 shares of common stock, par value of $0.01 per share, of North American which had been held for longer than 2 years by such non-affiliates, in exchange for the issuance by North American to each of such non-affiliates of 2,250,000 shares of common stock of North American. Issued and outstanding share of series C preferred stock were automatically converted into that number of fully paid and non-assessable shares of common stock based upon the conversion rate upon the filing by the Company of an amendment to its Certificate of Incorporation, increasing the number of authorized shares of common stock to 800,000,000 shares, changing the Company's name to China Changjiang Mining & New Energy Company Ltd. and implementing a one for ten reverse stock split. The transaction was closed on February 4, 2008 and Wah Bon became a wholly owned subsidiary of North American.
There was a 10 to 1 reverse stock split for the Company's common stock during December 2009 and all the shares information are retroactively restated to reflect the reverse stock split. The preferred stockholders will not convert their C convertible preferred stock until after the completion of the reverse stock split.
On February 9, 2010, we filed a Certificate of Amendment to our Articles of Incorporation to effect a 1-for-10 reverse stock split of our common stock. The 1-for-10 reverse split was approved by FINRA on July 30, 2010, effective August 2, 2010.
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The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation" into China Changjiang and to swap all issued and outstanding shares in the Delaware corporation for comparable shares in China Changjiang and dissolve the Delaware corporation.
The merger of North American and Wah Bon was treated for accounting purposes as a capital transaction and recapitalization by Wah Bon ("the accounting acquirer") and re-organization by North American ("the accounting acquiree"). The consolidated financial statements have been prepared as if the reorganization had occurred retroactively.
On February 4, 2008, we acquired Wah Bon and its three subsidiaries: Shaanxi Pacific; Shaanxi Changjiang and East Mining. Wah Bon owns 100% of Shaanxi Pacific. Shaanxi Pacific owns 97.2% of Shaanxi Changjiang; and Shaanxi Changjiang owns 60% of East Mining. The minority interests represent the minority shareholders' 2.8% and 40% share of the results of Shaanxi Changjiang and East Mining respectively.
The Company established a subsidiary, named Shaanxi Weinan Changjiang Solar Photovoltaic Energy Applied Science and Technology Co., Ltd. ("Changjiang PV") in April 2012. The Company's subsidiary, Shaanxi Changjiang accounted for 51% shares of Changjiang PV, and Mr. Zhang Hong Jun, the director and principal shareholder of the Company, accounted for the other 49% shares.
On December 30, 2013, the Company transferred all of its 60% equity of East Mining to its director and principal shareholder, Mr. Zhang Hong Jun and one of its shareholders, Mr. Wang Sheng Li with a consideration of $885,696 (RMB 5,400,000). Each of the acquirers obtained 30% equity of East Mining in this transaction. There is no gain or loss recognized because this is a transaction between entities under common control.
Prior to January 1, 2019, the Company divested all of its subsidiaries, and de-registered Wah Bon 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 appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
The court awarded custodianship to Small Cap Compliance, LLC (sole member is Rhonda Keaveney) based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Ms. Keaveney was appointed sole officer and director.
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. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on May 18, 2020.
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. Ms. Keaveney resigned his position of sole officer and director and appointed Dr. Chongyi Yang as CEO, Treasurer, Secretary, and Director of the Company.
Bridgeview Capital Partners, LLC is controlled by Michael Dobbs and Sean Lanci.
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.
The Company transitioned from mining to clean new energy. Our current business is focused on the solar photovoltaic, or “PV”.
Concentrating solar-thermal power (CSP) systems use mirrors to reflect and concentrate sunlight onto receivers that collect solar energy and convert it to heat, which can then be used to produce electricity or stored for later use. It is used primarily in very large power plants. The Company’s green energy business unit is committed to providing customers and partners with professional and comprehensive green new energy project solution services.
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We build rural revitalization smart new energy photovoltaic. Specifically, we will focus on 5G smart streetlamp energy storage and charging, integrated charging stations and rural new energy vehicles, low-carbon parks, and commercial and household rooftop photovoltaic green power.
On February 24, 2023, Mr. Hui Huang, Mr. Jianbin Jiang, Ms. Huiyi Xiao, Ms. Qunxiang Huang, Mr. Zuhua Wan and Ms. Wenhui Chen were elected as CHJI’s directors. On July 7, 2023, the Company added Mr. Hougang Ji, Ms. Shaoxian Mai and Mr. Yitao Ouyang as its Directors.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Use of estimates
The preparation 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.
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 FASB 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 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 lowest 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 reporting 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 gains or losses arising from foreign currency transactions or translation of monetary assets and liabilities denominated in foreign currencies are included in the statement of operations for the respective periods.
Exchange rates used in these financial statements,
USD to CNY, are
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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 parties 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.
Income taxes
The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the 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 tax benefits recognized in the financial statements from 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 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 outstanding common shares and 1,000,000,000 potentially dilutive shares, respectively, from convertible preferred stock. however, these shares have not been considered in the weighted average share calculation as their inclusion would be anti-dilutive due to the net loss for the year ended.
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 believe 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.
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NOTE 3 - GOING CONCERN
The Company’s unaudited financial statements
are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source
of revenue to cover its operating costs and has an accumulated deficit of $
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 next 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 accrued liabilities | ||||||||
| Item | June 30, 2023 | Dec. 31, 2022 | ||||||
| Taxes payable | $ | $ | ||||||
| Salaries and welfares payable | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
NOTE 5 – DUE TO RELATED PARTIES
All amounts due to related parties are denominated in the original currency of Chinese Yuan and are all unsecured and interest free. The Company does not intend to repay within twelve months from June 30, 2023. Details of amounts due to related parties are as follows:
| Due to Related Parties | ||||||||
| Related parties | June 30, 2023 | Dec. 31, 2022 | ||||||
| Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | $ | $ | ||||||
| Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | ||||||||
| Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | ||||||||
| 1Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | ||||||||
| Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | ||||||||
| 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 | ||||||||
| Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company | ||||||||
| Total | $ | $ | ||||||
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All amounts due to shareholders are denominated in the original currency of Chinese Yuan and are all unsecured and interest free. The Company does not intend to repay within twelve months from June 30, 2023, Details of amounts due to shareholders are as follows:
| Due to Shareholders | ||||||||
| Shareholders | June 30, 2023 | Dec. 31, 2022 | ||||||
| Wang Shengli | $ | $ | ||||||
| Zhang Hongjun | ||||||||
| Chen Min | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – COMMON STOCK AND PREFERRED STOCK
The Company has shares of common stock
authorized at par value of $, and shares of common stock were issued and outstanding at beginning and end of the reporting
period at total par value of $
The Company has shares designated Series
C convertible preferred stock at par value of $. Each Series C convertible preferred stock is convertible into 1,000 common shares.
There were Series C convertible preferred stock issued and outstanding at beginning and end of the reporting period at total
par value of $
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 that 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 rate of 25% is applied in calculation of deferred taxes.
Deferred income taxes reflect the tax consequences on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:
| Schedule of deferred tax assets | ||||||||
| Deferred tax assets | June 30, 2023 | Dec. 31, 2022 | ||||||
| Net operating loss (NOL) brought forward | $ | $ | ||||||
| Less: Net loss (profit) for the period / year | ( | ) | ( | ) | ||||
| NOL carried forward | $ | $ | ||||||
| Tax benefit from NOL carried forward | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
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. Valuation allowance for the full amount of tax benefit from NOL was recorded.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
As at the end of the reporting period, the company has no commitments and contingencies to disclose.
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NOTE 10 – RELATED-PARTY TRANSACTIONS
The 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.
NOTE 11 – SUBSEQUENT EVENTS
On July 7, 2023, there new directors are appointed as the new directors of the company. Additional information concerning them are as follows:
| Name | Age | Position | ||||
| Hougang Ji | 39 | Director | ||||
| Shaoxian Mai | 50 | Director | ||||
| Yitao Ouyang | 36 | Director | ||||
Officer Bios
Mr. Hougang Ji, Director
Mr. Hougang Ji has nearly 10 years’ experience in healthcare and medical cosmetic industry and rich operation experience in mass manufacturing areas. He has held the following positions:
| · | General Manager of Health Division in CXSH Group | |
| · | General Manager in Zhelimei (Hangzhou) Health Management Co., Ltd. | |
| · | General Manager in Hangzhou Xiaoshan Tongyan Medical Cosmetic Hospital | |
| · | Marketing Director in Hangzhou Mingyi Medical Cosmetic Plastic Surgery Hospital | |
| · | General Manager in Hangzhou Xiaoshan Kite Jiahe Cleaning Co., Ltd. | |
| · | Workshop Director in Zhejiang Hangxiao Steel Structure Co., Ltd |
Mr. Hougang Ji is also the executive chairman of Hangzhou Shandong Chamber of Commerce.
Ms. Shaoxian Mai, Director
Ms. Shaoxian Mai has about 15 years of financial work experience and many years of marketing. She has been managing the company since it was founded. Ms. Mai also has profound experience in managing enterprises through data analysis and cost control. In the past decades, she successfully made investments in fields including but not limited to finance, real estate, renewable energies, environmental protection and other fields.
Mr. Yitao Ouyang, Director
Mr. Yitao Ouyang has deeply engaged in wealth management and private banking for 11 years, and has insights into business models, marketing management, product management, and investment research. He has held the following positions:
| · | Head of Wealth Management and Private Banking in Zheshang Bank Guangzhou Branch | |
| · | Executive Director/General Manager of Private Banking Department in Orient Securities Company Limited | |
| · | Deputy General Manager in China Guangfa Bank Guangzhou Branch | |
| · | VIP Financial Advisor in Citibank Guangzhou Branch | |
| · | Deputy General Manager in Yuntao Investment Management Co., Ltd. |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of China Changjiang Mining & New Energy Co., LTD for the three and six months ended June 30, 2023, and 2022, 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 extent they relate to China Changjiang Mining & New Energy Co., LTD or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, 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 Co., LTD’s MD&A. Readers should not place undue reliance on any such forward-looking statements. China Changjiang Mining & New Energy Co., 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 set forth in the forward-looking statements.
The Company’s main business is in the transitional period from mining to clean new energy, and mainly focus on the solar photovoltaic, or “PV”, downstream market at present stage. 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 results of operations should be read in conjunction with our financial statements and the related notes included in this report.
Three Months and Six Months Ended June 31, 2023, and June 31, 2022
Revenue
For the three and six months ended June 30, 2023, and 2022, the Company had not generated any revenues.
Operating Expenses
Operating expenses for the three and six months ended June 30, 2023, were $0 compared to $0 for those of 2022.
Other Income and Expense
For the three months ended June 30, 2023 the Company had other income of $185,194 due to foreign exchange gains, compared to $215,970 for the three months ended June 30, 2022. This resulted in a decrease of $30,776 in other income.
For the six months ended June 30, 2023 the Company had other income of $134,785 due to foreign exchange gains, compared to $230,353 for the three months ended June 30, 2022. This resulted in a decrease of $95,568 in other income.
Net Income (Loss)
For the three months ended June 30, 2023, the Company had a net income of $185,194 compared to the three months ended June 30, 2022 of a net income of $215,970. This resulted in a decrease of $30,776 in net income.
For the six months ended June 30, 2023, the Company had a net income of $134,785 compared to the six months ended June 30, 2022 of a net income of $230,353. This resulted in a decrease of $95,568 in net income.
The net profit resulted from foreign exchange gains.
| 14 |
Liquidity and Capital Resources
As of June 30, 2023, we had no cash and a working capital deficit of $3,593,873.
Operating Activities
No operating activities occurred during the three and six months ended June 30, 2023 and 2022
Investing Activities
No investing activities occurred during the three and six months ended June 30, 2023 and 2022.
Financing Activities
No financing activities occurred during the three and six months ended June 30, 2023, and 2022.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements with any party.
Critical Accounting Policies
Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have 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 and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to 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 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 may differ from these estimates under different assumptions or conditions.
The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out 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 under Rule 13a-15(e) under the Exchange Act) as of the 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 not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.
| 15 |
Because of our limited 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 expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.
Changes in Internal Control Over Financial Reporting
There 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 control over financial reporting.
| 16 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.
Item 1A. Risk Factors
We are a smaller reporting company and, as a result, are not required to provide the information under this item. Please review the risk factors identified in Item 1.A of our 2021 Form 10.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the six months ended June 30, 2023, the Company did not sell any unregistered securities.
Item 3. Defaults Upon Senior Securities
There have been no defaults upon senior securities.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
Item 6. Exhibits
| No. | Description | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer | |
| 32.2 | Section 1350 Certification of Chief Financial Officer | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 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.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
| 17 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 14, 2023 | China Changjiang Mining & New Energy Company, Ltd. | |
| By: | /s/ Chongyi Yang | |
| Chongyi Yang Chief Executive Officer | ||
| 18 |
Exhibit 31.1
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dr. Yang, Chong Yi, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of China Changjiang Mining & New Energy Company, Ltd.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a 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 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(s) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 functions): |
| (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 control over financial reporting. |
| Date: | August 14, 2023 | By: | /s/ Dr. Yang, Chong Yi | ||
|
Dr. Yang, Chong Yi Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dr. Yang, Chong Yi, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of China Changjiang Mining & New Energy Company, Ltd.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a 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 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(s) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 functions): |
| (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 control over financial reporting. |
| Date: | August 14, 2023 | By: | /s/ Dr. Yang, Chong Yi | ||
|
Dr. Yang, Chong Yi Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of China Changjiang Mining & New Energy Company, Ltd. (the “Company”) for the period ended June 30, 2023, as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
| 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 operation of the Company. |
| Date: | August 14, 2023 | By: | /s/ Dr. Yang, Chong Yi | ||
|
Dr. Yang, Chong Yi Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of China Changjiang Mining & New Energy Company, Ltd. (the “Company”) for the period ended June 30, 2023, as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
| 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 operation of the Company. |
| Date: | August 14, 2023 | By: | /s/ Dr. Yang, Chong Yi | ||
|
Dr. Yang, Chong Yi Chief Financial Officer (Principal Financial Officer) |
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
| Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
| Common Stock, Shares, Issued | 64,629,559 | 64,629,559 |
| Common Stock, Shares, Outstanding | 64,629,559 | 64,629,559 |
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| OTHER INCOME/(EXPENSE) | ||||
| Foreign exchange gains/(losses), net | $ 185,194 | $ 215,970 | $ 134,785 | $ 230,353 |
| Total other income/(expense) | 185,194 | 215,970 | 134,785 | 230,353 |
| Net profit/(loss) | $ 185,194 | $ 215,970 | $ 134,785 | $ 230,353 |
STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| Earnings Per Share, Basic | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Earnings Per Share, Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Weighted Average Number of Shares Outstanding, Basic | 64,629,559 | 64,629,559 | 64,629,559 | 64,629,559 |
| Weighted Average Number of Shares Outstanding, Diluted | 64,629,559 | 64,629,559 | 64,629,559 | 64,629,559 |
Statement of Stockholders' Equity (Unaudited) |
Total [Member]
USD ($)
|
|---|---|
| Beginning stock holders’ deficit at Dec. 31, 2021 | $ (4,099,682) |
| Changes in the period: | |
| Net profit/(loss) for the period | 230,353 |
| Issue of shares | 0 |
| Closing stock holders’ deficit at Jun. 30, 2022 | (3,869,329) |
| Beginning stock holders’ deficit at Mar. 31, 2022 | (4,085,299) |
| Changes in the period: | |
| Net profit/(loss) for the period | 215,970 |
| Issue of shares | 0 |
| Closing stock holders’ deficit at Jun. 30, 2022 | (3,869,329) |
| Beginning stock holders’ deficit at Dec. 31, 2022 | (3,728,658) |
| Changes in the period: | |
| Net profit/(loss) for the period | 134,785 |
| Issue of shares | 0 |
| Closing stock holders’ deficit at Jun. 30, 2023 | (3,593,873) |
| Beginning stock holders’ deficit at Mar. 31, 2023 | (3,779,067) |
| Changes in the period: | |
| Net profit/(loss) for the period | 185,194 |
| Issue of shares | 0 |
| Closing stock holders’ deficit at Jun. 30, 2023 | $ (3,593,873) |
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net profit | $ 185,194 | $ 215,970 |
| Changes in operating assets and liabilities: | ||
| Accounts payable and accrued expenses | (60,361) | (70,392) |
| Due to related parties | (31,919) | (37,223) |
| Due to shareholders | (92,914) | (108,355) |
| Cash used in operating activities | 0 | 0 |
| 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 |
| Cash paid for interest | 0 | 0 |
| Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
China Changjiang Mining & New Energy Company, Ltd. ("China Changjiang", "we", the "Company") was incorporated under the laws of the State of Delaware in 1969.
Hong Kong Wah Bon Enterprise Limited ("Wah Bon") was incorporated in Hong Kong on July 7, 2006 as an investment holding company.
Shaanxi Pacific New Energy Development Company Limited ("Shaanxi Pacific") was incorporated as a limited liability company in the People's Republic of China ("PRC") on July 20, 2007 as an investment holding company.
Shaanxi Changjiang Mining & New Energy Company, Ltd ("Shaanxi Changjiang") (formerly Weinan Industrial and Commercial Company Limited) was incorporated as a limited liability company in the PRC on March 19, 1999. The Company became a joint stock company in January 2006 with its business activities in investment holding and the development of a theme park in Xi'An, PRC.
In August 2005, Shaanxi Changjiang contributed land use rights valued at $7,928,532 in lieu of cash to the registered capital of Huanghe representing 92.93% of the equity of Huanghe. Huanghe was incorporated as a limited liability company in the PRC on August 9, 2005 as Shaanxi Changjiang Petroleum and Energy Development Co., Limited and is engaged in the development of a theme park in Huanghe Bay (Huanghe Nantan), Heyang County, Shaanxi Province, PRC.
On February 5, 2007, Shaanxi Changjiang entered into an agreement with a third party to acquire 40% of the equity interest in East Mining Company Limited ("East Mining") for $3,117,267 in cash. East Mining is engaged in exploration for lead, zinc and gold for mining in Xunyan County, Shaanxi Province, PRC.
On March 22, 2007, Shaanxi Changjiang entered into an agreement with the majority shareholder of Shaanxi Changjiang to exchange its 92.93% interest in Huanghe for a 20% equity interest in East Mining owned by this related party.
On August 15, 2007, 97.2% of the shareholders of Shaanxi Changjiang entered into a definitive agreement with Shaanxi Pacific and the stockholders of Shaanxi Pacific in which they disposed their ownership in Shaanxi Changjiang to Shaanxi Pacific for 98% of ownership in Shaanxi Pacific and cash of $1,328,940 payable on or before December 31, 2007.
On September 2, 2007, Wah Bon acquired 100% ownership of Shaanxi Pacific for a cash consideration of $128,205.
On May 30, 2007, amended to July 5, 2007, North American Gaming and Entertainment Corporation ("North American") entered into a Material Definitive Agreement, pursuant to which the shareholders of Shaanxi Changjiang exchanged all their shares in Shaanxi Changjiang for 500,000 shares of series C convertible preferred stock ("series C shares") in North American which carried the right of 1,218 votes per share and was convertible to 609,000,000 common shares. In connection with the exchange, Shaanxi Changjiang also delivered $370,000 to North American and certain non-affiliates of North American will transfer to North American or its designee a total of 3,800,000 shares of common stock, par value of $0.01 per share, of North American which had been held for longer than 2 years by such non-affiliates, in exchange for the issuance by North American to each of such non-affiliates of 2,250,000 shares of common stock of North American. Issued and outstanding share of series C preferred stock were automatically converted into that number of fully paid and non-assessable shares of common stock based upon the conversion rate upon the filing by the Company of an amendment to its Certificate of Incorporation, increasing the number of authorized shares of common stock to 800,000,000 shares, changing the Company's name to China Changjiang Mining & New Energy Company Ltd. and implementing a one for ten reverse stock split. The transaction was closed on February 4, 2008 and Wah Bon became a wholly owned subsidiary of North American.
There was a 10 to 1 reverse stock split for the Company's common stock during December 2009 and all the shares information are retroactively restated to reflect the reverse stock split. The preferred stockholders will not convert their C convertible preferred stock until after the completion of the reverse stock split.
On February 9, 2010, we filed a Certificate of Amendment to our Articles of Incorporation to effect a 1-for-10 reverse stock split of our common stock. The 1-for-10 reverse split was approved by FINRA on July 30, 2010, effective August 2, 2010.
The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation" into China Changjiang and to swap all issued and outstanding shares in the Delaware corporation for comparable shares in China Changjiang and dissolve the Delaware corporation.
The merger of North American and Wah Bon was treated for accounting purposes as a capital transaction and recapitalization by Wah Bon ("the accounting acquirer") and re-organization by North American ("the accounting acquiree"). The consolidated financial statements have been prepared as if the reorganization had occurred retroactively.
On February 4, 2008, we acquired Wah Bon and its three subsidiaries: Shaanxi Pacific; Shaanxi Changjiang and East Mining. Wah Bon owns 100% of Shaanxi Pacific. Shaanxi Pacific owns 97.2% of Shaanxi Changjiang; and Shaanxi Changjiang owns 60% of East Mining. The minority interests represent the minority shareholders' 2.8% and 40% share of the results of Shaanxi Changjiang and East Mining respectively.
The Company established a subsidiary, named Shaanxi Weinan Changjiang Solar Photovoltaic Energy Applied Science and Technology Co., Ltd. ("Changjiang PV") in April 2012. The Company's subsidiary, Shaanxi Changjiang accounted for 51% shares of Changjiang PV, and Mr. Zhang Hong Jun, the director and principal shareholder of the Company, accounted for the other 49% shares.
On December 30, 2013, the Company transferred all of its 60% equity of East Mining to its director and principal shareholder, Mr. Zhang Hong Jun and one of its shareholders, Mr. Wang Sheng Li with a consideration of $885,696 (RMB 5,400,000). Each of the acquirers obtained 30% equity of East Mining in this transaction. There is no gain or loss recognized because this is a transaction between entities under common control.
Prior to January 1, 2019, the Company divested all of its subsidiaries, and de-registered Wah Bon 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 appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
The court awarded custodianship to Small Cap Compliance, LLC (sole member is Rhonda Keaveney) based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Ms. Keaveney was appointed sole officer and director.
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. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on May 18, 2020.
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. Ms. Keaveney resigned his position of sole officer and director and appointed Dr. Chongyi Yang as CEO, Treasurer, Secretary, and Director of the Company.
Bridgeview Capital Partners, LLC is controlled by Michael Dobbs and Sean Lanci.
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.
The Company transitioned from mining to clean new energy. Our current business is focused on the solar photovoltaic, or “PV”.
Concentrating solar-thermal power (CSP) systems use mirrors to reflect and concentrate sunlight onto receivers that collect solar energy and convert it to heat, which can then be used to produce electricity or stored for later use. It is used primarily in very large power plants. The Company’s green energy business unit is committed to providing customers and partners with professional and comprehensive green new energy project solution services.
We build rural revitalization smart new energy photovoltaic. Specifically, we will focus on 5G smart streetlamp energy storage and charging, integrated charging stations and rural new energy vehicles, low-carbon parks, and commercial and household rooftop photovoltaic green power.
On February 24, 2023, Mr. Hui Huang, Mr. Jianbin Jiang, Ms. Huiyi Xiao, Ms. Qunxiang Huang, Mr. Zuhua Wan and Ms. Wenhui Chen were elected as CHJI’s directors. On July 7, 2023, the Company added Mr. Hougang Ji, Ms. Shaoxian Mai and Mr. Yitao Ouyang as its Directors.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Use of estimates
The preparation 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.
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 FASB 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 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 lowest 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 reporting 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 gains or losses arising from foreign currency transactions or translation of monetary assets and liabilities denominated in foreign currencies are included in the statement of operations for the respective periods.
Exchange rates used in these financial statements, USD to CNY, are 7.2258 and 6.9646 on June 30, 2023, and December 31, 2022, respectively.
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 parties 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.
Income taxes
The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the 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 tax benefits recognized in the financial statements from 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 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 outstanding common shares and 1,000,000,000 potentially dilutive shares, respectively, from convertible preferred stock. however, these shares have not been considered in the weighted average share calculation as their inclusion would be anti-dilutive due to the net loss for the year ended.
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 believe 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.
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GOING CONCERN |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN
The Company’s unaudited financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs and has an accumulated deficit of $19,784,016 as at June 30, 2023. These conditions raise substantial doubt about the company’s ability to continue as a going concern.
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 next 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.
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OTHER PAYABLES AND ACCRUED LIABILITIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER PAYABLES AND ACCRUED LIABILITIES | NOTE 4 – OTHER PAYABLES AND ACCRUED LIABILITIES
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DUE TO RELATED PARTIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due To Related Parties | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DUE TO RELATED PARTIES | NOTE 5 – DUE TO RELATED PARTIES
All amounts due to related parties are denominated in the original currency of Chinese Yuan and are all unsecured and interest free. The Company does not intend to repay within twelve months from June 30, 2023. Details of amounts due to related parties are as follows:
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DUE TO SHAREHOLDERS |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due To Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DUE TO SHAREHOLDERS |
All amounts due to shareholders are denominated in the original currency of Chinese Yuan and are all unsecured and interest free. The Company does not intend to repay within twelve months from June 30, 2023, Details of amounts due to shareholders are as follows:
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COMMON STOCK AND PREFERRED STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Equity [Abstract] | |
| COMMON STOCK AND PREFERRED STOCK | NOTE 7 – COMMON STOCK AND PREFERRED STOCK
The Company has shares of common stock authorized at par value of $, and shares of common stock were issued and outstanding at beginning and end of the reporting period at total par value of $646,295.
The Company has shares designated Series C convertible preferred stock at par value of $. Each Series C convertible preferred stock is convertible into 1,000 common shares. There were Series C convertible preferred stock issued and outstanding at beginning and end of the reporting period at total par value of $1,000.
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INCOME TAXES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | 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 that 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 rate of 25% is applied in calculation of deferred taxes.
Deferred income taxes reflect the tax consequences on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:
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. Valuation allowance for the full amount of tax benefit from NOL was recorded.
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES
As at the end of the reporting period, the company has no commitments and contingencies to disclose.
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RELATED-PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Related Party Transactions [Abstract] | |
| RELATED-PARTY TRANSACTIONS | NOTE 10 – RELATED-PARTY TRANSACTIONS
The 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.
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SUBSEQUENT EVENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS
On July 7, 2023, there new directors are appointed as the new directors of the company. Additional information concerning them are as follows:
Officer Bios
Mr. Hougang Ji, Director
Mr. Hougang Ji has nearly 10 years’ experience in healthcare and medical cosmetic industry and rich operation experience in mass manufacturing areas. He has held the following positions:
Mr. Hougang Ji is also the executive chairman of Hangzhou Shandong Chamber of Commerce.
Ms. Shaoxian Mai, Director
Ms. Shaoxian Mai has about 15 years of financial work experience and many years of marketing. She has been managing the company since it was founded. Ms. Mai also has profound experience in managing enterprises through data analysis and cost control. In the past decades, she successfully made investments in fields including but not limited to finance, real estate, renewable energies, environmental protection and other fields.
Mr. Yitao Ouyang, Director
Mr. Yitao Ouyang has deeply engaged in wealth management and private banking for 11 years, and has insights into business models, marketing management, product management, and investment research. He has held the following positions:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The unaudited financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
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| Use of estimates | Use of estimates
The preparation 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 | Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
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| Fair value of financial instruments | 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 FASB 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 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 lowest 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 reporting 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.
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| Foreign Currency Translation | 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 gains or losses arising from foreign currency transactions or translation of monetary assets and liabilities denominated in foreign currencies are included in the statement of operations for the respective periods.
Exchange rates used in these financial statements, USD to CNY, are 7.2258 and 6.9646 on June 30, 2023, and December 31, 2022, respectively.
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| Related Party | 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 parties 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.
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| Income taxes | Income taxes
The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the 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 tax benefits recognized in the financial statements from 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.
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| 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 outstanding common shares and 1,000,000,000 potentially dilutive shares, respectively, from convertible preferred stock. however, these shares have not been considered in the weighted average share calculation as their inclusion would be anti-dilutive due to the net loss for the year ended.
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| Recently issued accounting pronouncements | 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 believe 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.
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OTHER PAYABLES AND ACCRUED LIABILITIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of accrued liabilities |
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DUE TO RELATED PARTIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due To Related Parties | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due to Related Parties |
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DUE TO SHAREHOLDERS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due To Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due to Shareholders |
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INCOME TAXES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of deferred tax assets |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) |
Jun. 30, 2023
shares
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Dec. 31, 2022
shares
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|---|---|---|
| Intercompany Foreign Currency Balance [Line Items] | ||
| Common Stock, Shares, Outstanding | 64,629,559 | 64,629,559 |
| C N Y [Member] | ||
| Intercompany Foreign Currency Balance [Line Items] | ||
| Foreign currency exchange rate | 7.2258 | 6.9646 |
GOING CONCERN (Details Narrative) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Accumulated deficit | $ 19,784,016 | $ 19,918,801 |
OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| Taxes payable | $ 58,774 | $ 60,978 |
| Salaries and welfares payable | 637 | 661 |
| Other payables | 1,111,950 | 1,153,653 |
| Total | $ 1,171,361 | $ 1,215,292 |
DUE TO RELATED PARTIES (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Debt Instrument [Line Items] | ||
| Notes payable | $ 619,414 | $ 642,645 |
| Baishui Dukang Marketing [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 345,855 | 358,825 |
| Heyang County Huanghe [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 11,943 | 12,391 |
| Shaanxi Huanghe Bay [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 35,969 | 37,319 |
| Baishui Dukang Brand Management [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 55,613 | 57,699 |
| Shaanxi Dukang Liquor Group [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 56,601 | 58,724 |
| Shaanxi Xi Deng Hui Development [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | 843 | 875 |
| Shaanxi Dukang Liquor Group 2 [Member] | ||
| Debt Instrument [Line Items] | ||
| Notes payable | $ 112,590 | $ 116,812 |
DUE TO SHAREHOLDERS (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Defined Benefit Plan Disclosure [Line Items] | ||
| Total | $ 1,803,098 | $ 1,870,721 |
| Wang Shengli [Member] | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Total | 433,548 | 449,808 |
| Zhang Hongjun [Member] | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Total | 839,320 | 870,798 |
| Chen Min [Member] | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Total | $ 530,230 | $ 550,115 |
COMMON STOCK AND PREFERRED STOCK (Details Narrative) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
Jun. 30, 2022 |
|---|---|---|---|
| Class of Stock [Line Items] | |||
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
| Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
| Common Stock, Shares, Outstanding | 64,629,559 | 64,629,559 | |
| Common Stock, Value, Issued | $ 646,295 | $ 646,295 | |
| Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
| Preferred stock par value | $ 0.001 | $ 0.001 | |
| Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |
| Additional paid in capital | $ 16,032,106 | $ 16,032,106 | |
| Series C Preferred Stock [Member] | |||
| Class of Stock [Line Items] | |||
| Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
| Preferred stock par value | $ 0.001 | $ 0.001 | |
| Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |
| Additional paid in capital | $ 1,000 | $ 1,000 |
INCOME TAXES (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net operating loss (NOL) brought forward | $ 19,918 | $ 20,289,825 |
| Less: Net loss (profit) for the period / year | (134,785) | (371,024) |
| NOL carried forward | 19,784,016 | 19,918,801 |
| Tax benefit from NOL carried forward | 4,946,004 | 4,979,700 |
| Valuation allowance | (4,946,004) | (4,979,700) |
| Deferred tax assets | $ 0 | $ 0 |
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