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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 10-Q

_________________

(Mark One)    
☒

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

For the fiscal year ended September 30, 2023.

  

 

or

 

☐

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

For the transition period from                      to                       

  

 

Commission File Number: 000-52807

 

China Changjiang Mining & New Energy Company, Ltd.

(Exact name of registrant as specified in its charter)

_____________________

 

Nevada   75-2571032

(State of other jurisdiction of

incorporation or organization)

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

Rm. 1907, No. 1038 West Nanjing Road

Westgate Mall, Jing’An District

Shanghai, China

   200041
(Address of principal executive offices)   (Zip Code)

 

86-8833-1685

(Registrant’s telephone number, including area code)

 

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

 

Title of each class 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.    Yes  ☒    No  ☐

 

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).    Yes  ☒    No  ☐

 

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

 

Large accelerated filer ☐   Accelerated filer ☐
Non-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  ☐    No  ☒ 

 

As of September 30, 2023, there were 64,629,559 shares outstanding of the registrant’s Common Stock.

 

As of September 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

 

 

Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited) 3
   
Condensed Statements of Operations for the Three Months and Nine Months ended September 30, 2023 and 2022 (unaudited) 4
   
Condensed Statements of Changes in Stockholders’ Deficit for the Three Months and Nine Months ended September 30, 2023 and 2022 (unaudited) 5
   
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited) 6
   
Notes to Condensed Financial Statements (unaudited) 7

 

 

 

 

 

 

 

 2 

 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

BALANCE SHEETS

 

         
   As at 
   Sept. 30, 2023   Dec. 31, 2022 
   (Unaudited)     
Assets          
Cash and equivalents  $–   $– 
Total current assets   –    – 
           
TOTAL ASSETS  $–   $– 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Other payable and accrued liabilities  $1,178,866   $1,215,292 
Total current liabilities   1,178,866    1,215,292 
           
Due to related parties   623,383    642,645 
Due to Shareholders   1,814,650    1,870,721 
Total non-current liabilities   2,438,033    2,513,366 
           
TOTAL LIABILITIES   3,616,899    3,728,658 
           
STOCKHOLDERS' DEFICIT          
Series C convertible preferred stock ($0.001 par value, 10,000,000 shares authorized, 1,000,000 shares outstanding as of September 30, 2023 and December 31, 2022)   1,000    1,000 
Common stock ($0.01 par value,500,000,000 shares authorized, 64,629,559 shares issued and outstanding as of September 30, 2023 and December 31, 2022)   646,295    646,295 
Treasury stock   (489,258)   (489,258)
Additional paid-in capital   16,032,106    16,032,106 
Accumulated deficit   (19,807,042)   (19,918,801)
           
TOTAL STOCKHOLDERS' DEFICIT   (3,616,899)   (3,728,658)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $–   $– 

 

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

 

 

 

 

 

 3 

 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF OPERATIONS

(Unaudited)

 

                 
   Three months ended Sept. 30   Nine months ended Sept. 30 
   2023   2022   2023   2022 
                 
OTHER INCOME/(EXPENSE)                    
Foreign exchange gains/(losses), net  $(23,026)  $211,675   $111,759   $442,028 
Total other income/(expense)   (23,026)   211,675    111,759    442,028 
                     
Net profit/(loss)  $(23,026)  $211,675   $111,759   $442,028 
                     
Earnings per share – basic  $(0.00)  $0.00   $0.00   $0.00 
                     
Weighted average number of common shares-basic   64,629,559    64,629,559    64,629,559    64,629,559 

 

 

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

 

 

 

 

 

 

 4 

 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

                     
   Three months ended Sept. 30   Nine months ended Sept. 30 
   2023   2022   2023   2022 
Beginning stock holders’ deficit   (3,593,873)   (3,869,329)   (3,728,658)   (4,099,682)
Changes in the period:                    
Net profit/(loss) for the period   (23,026)   211,675    111,759    442,028 
Issue of shares   –    –    –    – 
Closing stock holders’ deficit   (3,616,899)   (3,657,654)   (3,616,899)   (3,657,654)

 

 

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

 

 

 

 

 

 

 

 

 

 

 5 

 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

         
   For the Quarterly Periods Ended 
   Sept. 30, 2023   Sept. 30, 2022 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net profit  $(23,026)  $211,675 
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Accounts payable and accrued expenses   7,505    (68,992)
Due to related parties   3,969    (36,483)
Due to shareholders   11,552    (106,200)
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  $–   $– 
           
Supplemental Cash Flow Information          
Cash paid for interest  $–   $– 
Cash paid for income taxes  $–   $– 

 

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

 

 

 

 

 

 

 6 

 

 

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

Notes to Financial Statements

September 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.

 

 

 

 

 7 

 

 

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.

 

 

 

 

 8 

 

 

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.

 

 

 

 

 9 

 

 

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 nine months ended September 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.

 

 

 

 

 

 10 

 

 

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 7.1798 and 6.9646 on September 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.

 

 

 

 

 11 

 

 

Net income (loss) per common share

 

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

 

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 $19,807,042 as at September 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.

 

 

 

 

 

 12 

 

 

NOTE 4. OTHER PAYABLES AND ACCRUED LIABILITIES

Schedule of accrued liabilities        
Item  Sept. 30, 2023   Dec. 31, 2022 
Taxes payable  $59,151   $60,978 
Salaries and welfares payable   641    661 
Other payables   1,119,074    1,153,653 
Total  $1,178,866   $1,215,292 

 

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 September 30, 2023. Details of amounts due to related parties are as follows:

Due to related parties        
Related parties  Sept. 30, 2023   Dec. 31, 2022 
Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  $348,070   $358,825 
Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   12,020    12,391 
Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   36,200    37,319 
Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   55,969    67,699 
Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   56,954    58,724 
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   849    875 
Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   113,311    116,812 
Total  $623,383   $642,645 

 

 

 

 

 

 

 13 

 

 

NOTE 6. 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 September 30, 2023, Details of amounts due to shareholders are as follows:

Due to Shareholders        
Shareholders  Sept. 30, 2023   Dec. 31, 2022 
Wang Shengli  $436,325   $449,808 
Zhang Hongjun   844,698    870,798 
Chen Min   533,627    550,115 
Total  $1,814,650   $1,870,721 

 

NOTE 7. COMMON STOCK AND PREFERRED STOCK

 

The Company has 500,000,000 shares of common stock authorized at par value of $0.01, and 64,629,559 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 10,000,000 shares designated Series C convertible preferred stock at par value of $0.001. Each Series C convertible preferred stock is convertible into 1,000 common shares. There were 1,000,000 Series C convertible preferred stock issued and outstanding at beginning and end of the reporting period at total par value of $1,000.

 

NOTE 8. INCOME TAXES

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not 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   Sept. 30, 2023     Dec. 31, 2022  
Net operating loss (NOL) brought forward   $ 19,918 ,801     $ 20,289,825  
Less: Net loss (profit) for the period / year     (111,759)       (371,024)  
NOL carried forward   $ 19,807,042     $ 19,918,801  
                 
Tax benefit from NOL carried forward   $ 4,951,761     $ 4,979,700  
Valuation allowance     (4,951,761 )     (4,979,700 )
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.

 

 

 

 14 

 

 

NOTE 9. COMMITMENTS AND CONTINGENCIES

 

As at the end of the reporting period, the company has no commitments and contingencies to disclose.

 

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

 

As at the date these financial statements are ready to be released, the Company has no subsequent events to disclose.

 

 

 

 

 

 

 

 

 

 

 

 

 15 

 

 

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 nine months ended September 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 Nine Months Ended September 30, 2023, and September 30, 2022

 

Revenue

 

For the three and nine months ended September 30, 2023, and 2022, the Company had not generated any revenues.

 

Operating Expenses

 

Operating expenses for the three and nine months ended Sept. 30, 2023, were $0 compared to $0 for those of 2022.

 

Other Income and Expense

 

For the three months ended September 30, 2023 the Company had other expense of $23,026 due to foreign exchange losses, compared to $211,675 for the three months ended September 30, 2022. This resulted in a decrease of $234,701 in other income.

 

For the nine months ended September 30, 2023 the Company had other income of $111,759 due to foreign exchange gains, compared to $442,028 for the nine months ended September 30, 2022. This resulted in a decrease of $324,269 in other income.

 

 

 

 

 16 

 

 

Net Income (Loss)

 

For the three months ended September 30, 2023, the Company had a net loss of $23,026 compared to the three months ended September 30, 2022 of a net income of $215,970. This resulted in a decrease of $30,776 in net income.

 

For the nine months ended September 30, 2023, the Company had a net income of $111,759 compared to the nine months ended September 30, 2022 of a net income of $442,028. This resulted in a decrease of $330,269 in net income.

 

The net income and loss resulted from foreign exchange gains.

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had no cash and a working capital deficit of $3,616,899.

 

Operating Activities

 

No operating activities occurred during the three and nine months ended September 30, 2023 and 2022

  

Investing Activities

  

No investing activities occurred during the three and nine months ended September 30, 2023 and 2022.

 

Financing Activities

 

No financing activities occurred during the three and nine months ended September 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.

 

 

 

 

 17 

 

 

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.

 

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.

 

 

 

 

 

 

 

 

 

 18 

 

 

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 nine months ended September 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.

 

 

 

 

 19 

 

 

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).

 

 

 

 

 

 

 

 20 

 

 

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: October 31, 2023 China Changjiang Mining & New Energy Company, Ltd.
   
  By: /s/ Chongyi Yang
    Chongyi Yang
Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 21 

 

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: October 31, 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: October 31, 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 September 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: October 31, 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 September 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: October 31, 2023   By:   /s/ Dr. Yang, Chong Yi  
       

Dr. Yang, Chong Yi

Chief Financial Officer

(Principal Financial Officer)

  

 

 

v3.23.3
Cover
 9 Months Ended
Sep. 30, 2023
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Sep. 30, 2023
Document Fiscal Period Focus Q3
Document Fiscal Year Focus 2023
Current Fiscal Year End Date --12-31
Entity File Number 000-52807
Entity Registrant Name China Changjiang Mining & New Energy Company, Ltd.
Entity Central Index Key 0000029952
Entity Tax Identification Number 75-2571032
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One Rm. 1907
Entity Address, Address Line Two No. 1038 West Nanjing Road
Entity Address, Address Line Three Westgate Mall, Jing’An District
Entity Address, City or Town Shanghai
Entity Address, Country CN
Entity Address, Postal Zip Code 200041
Country Region 86
City Area Code 8833
Local Phone Number 1685
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 64,629,559
v3.23.3
Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Dec. 31, 2021
Assets            
Cash and equivalents $ 0   $ 0      
Total current assets 0   0      
TOTAL ASSETS        
LIABILITIES AND STOCKHOLDERS' DEFICIT            
Other payable and accrued liabilities 1,178,866   1,215,292      
Total current liabilities 1,178,866   1,215,292      
Due to related parties 623,383   642,645      
Due to Shareholders 1,814,650   1,870,721      
Total non-current liabilities 2,438,033   2,513,366      
TOTAL LIABILITIES 3,616,899   3,728,658      
STOCKHOLDERS' DEFICIT            
Series C convertible preferred stock ($0.001 par value, 10,000,000 shares authorized, 1,000,000 shares outstanding as of September 30, 2023 and December 31, 2022) 1,000   1,000      
Common stock ($0.01 par value,500,000,000 shares authorized, 64,629,559 shares issued and outstanding as of September 30, 2023 and December 31, 2022) 646,295   646,295      
Treasury stock (489,258)   (489,258)      
Additional paid-in capital 16,032,106   16,032,106      
Accumulated deficit (19,807,042)   (19,918,801)      
TOTAL STOCKHOLDERS' DEFICIT (3,616,899) $ (3,593,873) (3,728,658) $ (3,657,654) $ (3,869,329) $ (4,099,682)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0   $ 0      
v3.23.3
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 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
v3.23.3
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
OTHER INCOME/(EXPENSE)        
Foreign exchange gains/(losses), net $ (23,026) $ 211,675 $ 111,759 $ 442,028
Total other income/(expense) (23,026) 211,675 111,759 442,028
Net profit/(loss) $ (23,026) $ 211,675 $ 111,759 $ 442,028
v3.23.3
Statements of Operations (Unaudited) (Parenthetical) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 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
v3.23.3
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES        
Net profit $ (23,026) $ 211,675 $ 111,759 $ 442,028
Changes in operating assets and liabilities:        
Accounts payable and accrued expenses 7,505 (68,992)    
Due to related parties 3,969 (36,483)    
Due to shareholders 11,552 (106,200)    
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 $ 0 $ 0
Supplemental Cash Flow Information        
Cash paid for interest 0 0    
Cash paid for income taxes $ 0 $ 0    
v3.23.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 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.

 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 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 nine months ended September 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 7.1798 and 6.9646 on September 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

 

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

 
v3.23.3
GOING CONCERN
 9 Months Ended
Sep. 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 $19,807,042 as at September 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.

 
v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES

NOTE 4. OTHER PAYABLES AND ACCRUED LIABILITIES

Schedule of accrued liabilities        
Item  Sept. 30, 2023   Dec. 31, 2022 
Taxes payable  $59,151   $60,978 
Salaries and welfares payable   641    661 
Other payables   1,119,074    1,153,653 
Total  $1,178,866   $1,215,292 

 
v3.23.3
DUE TO RELATED PARTIES
 9 Months Ended
Sep. 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 September 30, 2023. Details of amounts due to related parties are as follows:

Due to related parties        
Related parties  Sept. 30, 2023   Dec. 31, 2022 
Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  $348,070   $358,825 
Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   12,020    12,391 
Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   36,200    37,319 
Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   55,969    67,699 
Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   56,954    58,724 
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   849    875 
Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   113,311    116,812 
Total  $623,383   $642,645 

 
v3.23.3
DUE TO SHAREHOLDERS
 9 Months Ended
Sep. 30, 2023
Due To Shareholders  
DUE TO SHAREHOLDERS

NOTE 6. 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 September 30, 2023, Details of amounts due to shareholders are as follows:

Due to Shareholders        
Shareholders  Sept. 30, 2023   Dec. 31, 2022 
Wang Shengli  $436,325   $449,808 
Zhang Hongjun   844,698    870,798 
Chen Min   533,627    550,115 
Total  $1,814,650   $1,870,721 

 
v3.23.3
COMMON STOCK AND PREFERRED STOCK
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
COMMON STOCK AND PREFERRED STOCK

NOTE 7. COMMON STOCK AND PREFERRED STOCK

 

The Company has 500,000,000 shares of common stock authorized at par value of $0.01, and 64,629,559 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 10,000,000 shares designated Series C convertible preferred stock at par value of $0.001. Each Series C convertible preferred stock is convertible into 1,000 common shares. There were 1,000,000 Series C convertible preferred stock issued and outstanding at beginning and end of the reporting period at total par value of $1,000.

 
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 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:

Schedule of deferred tax assets                
Deferred tax assets   Sept. 30, 2023     Dec. 31, 2022  
Net operating loss (NOL) brought forward   $ 19,918 ,801     $ 20,289,825  
Less: Net loss (profit) for the period / year     (111,759)       (371,024)  
NOL carried forward   $ 19,807,042     $ 19,918,801  
                 
Tax benefit from NOL carried forward   $ 4,951,761     $ 4,979,700  
Valuation allowance     (4,951,761 )     (4,979,700 )
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.

 
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 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.

 
v3.23.3
RELATED-PARTY TRANSACTIONS
 9 Months Ended
Sep. 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.

 
v3.23.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

 

As at the date these financial statements are ready to be released, the Company has no subsequent events to disclose.

 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 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 nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 

 
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.

 
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.

 
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 7.1798 and 6.9646 on September 30, 2023, and December 31, 2022, respectively.

 
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.

 
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.

 
Net income (loss) per common share

Net income (loss) per common share

 

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

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.

 
v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES
Schedule of accrued liabilities        
Item  Sept. 30, 2023   Dec. 31, 2022 
Taxes payable  $59,151   $60,978 
Salaries and welfares payable   641    661 
Other payables   1,119,074    1,153,653 
Total  $1,178,866   $1,215,292 
v3.23.3
DUE TO RELATED PARTIES (Tables)
 9 Months Ended
Sep. 30, 2023
Due To Related Parties  
DUE TO RELATED PARTIES
Due to related parties        
Related parties  Sept. 30, 2023   Dec. 31, 2022 
Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company  $348,070   $358,825 
Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   12,020    12,391 
Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   36,200    37,319 
Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   55,969    67,699 
Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   56,954    58,724 
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   849    875 
Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company   113,311    116,812 
Total  $623,383   $642,645 
v3.23.3
DUE TO SHAREHOLDERS (Tables)
 9 Months Ended
Sep. 30, 2023
Due To Shareholders  
DUE TO SHAREHOLDERS
Due to Shareholders        
Shareholders  Sept. 30, 2023   Dec. 31, 2022 
Wang Shengli  $436,325   $449,808 
Zhang Hongjun   844,698    870,798 
Chen Min   533,627    550,115 
Total  $1,814,650   $1,870,721 
v3.23.3
INCOME TAXES (Tables)
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES
Schedule of deferred tax assets                
Deferred tax assets   Sept. 30, 2023     Dec. 31, 2022  
Net operating loss (NOL) brought forward   $ 19,918 ,801     $ 20,289,825  
Less: Net loss (profit) for the period / year     (111,759)       (371,024)  
NOL carried forward   $ 19,807,042     $ 19,918,801  
                 
Tax benefit from NOL carried forward   $ 4,951,761     $ 4,979,700  
Valuation allowance     (4,951,761 )     (4,979,700 )
Deferred tax assets   $ –     $ –  
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 9 Months Ended
Sep. 30, 2023
shares
Dec. 31, 2022
shares
Intercompany Foreign Currency Balance [Line Items]    
Common Stock, Shares, Outstanding 64,629,559 64,629,559
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,000,000,000  
C N Y [Member]    
Intercompany Foreign Currency Balance [Line Items]    
Foreign currency exchange rate 7.1798 6.9646
v3.23.3
GOING CONCERN (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 19,807,042 $ 19,918,801
v3.23.3
OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Taxes payable $ 59,151 $ 60,978
Salaries and welfares payable 641 661
Other payables 1,119,074 1,153,653
Total $ 1,178,866 $ 1,215,292
v3.23.3
DUE TO RELATED PARTIES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Total $ 623,383 $ 642,645
Baishui Dukang Marketing [Member]    
Debt Instrument [Line Items]    
Total 348,070 358,825
Heyang County Huanghe [Member]    
Debt Instrument [Line Items]    
Total 12,020 12,391
Shaanxi Huanghe Bay [Member]    
Debt Instrument [Line Items]    
Total 36,200 37,319
Baishui Dukang Brand Management [Member]    
Debt Instrument [Line Items]    
Total 55,969 67,699
Shaanxi Dukang Liquor Group [Member]    
Debt Instrument [Line Items]    
Total 56,954 58,724
Shaanxi Xi Deng Hui Development [Member]    
Debt Instrument [Line Items]    
Total 849 875
Shaanxi Dukang Liquor Trading [Member]    
Debt Instrument [Line Items]    
Total $ 113,311 $ 116,812
v3.23.3
DUE TO SHAREHOLDERS (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Total $ 1,814,650 $ 1,870,721
Wang Shengli [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total 436,325 449,808
Zhang Hongjun [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total 844,698 870,798
Chen Min [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total $ 533,627 $ 550,115
v3.23.3
COMMON STOCK AND PREFERRED STOCK (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 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
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
Preferred Stock, Shares Issued 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
Preferred Stock, Shares Issued 1,000,000 1,000,000
Additional paid in capital $ 1,000 $ 1,000
v3.23.3
INCOME TAXES (Details) - USD ($)
Sep. 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 (111,759) (371,024)
NOL carried forward 19,807,042 19,918,801
Tax benefit from NOL carried forward 4,951,761 4,979,700
Valuation allowance (4,951,761) (4,979,700)
Deferred tax assets $ 0 $ 0
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