UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ~~March~~June 3130, 2022.

☐

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 ~~March~~June 3130, 2022, there were 64,629,559 shares outstanding of the registrant’s ~~common~~Common ~~stock~~Stock.

As of ~~March~~June 3130, 2022, there were 1,000,000 shares outstanding of the registrant’s Convertible Series C Preferred Stock.

Item 1. Financial Statements.

CHINA ~~CHANGJIANG~~CHINGJIANG MINING & NEW ENERGY ~~COMPANY~~CO., LTD.

FINANCIAL STATEMENTS

Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	3
Condensed Balance Sheets as of June 30, 2022 (unaudited) December 31, 2021 (audited)	3
Statements of Operations for the Three Months ended March 31, 2022 and 2021 (Unaudited)	4
Condensed Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)	4
Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2022 and 2021 (Unaudited)	5
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)	5
Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021 (Unaudited)	6
Condensed Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (unaudited)	6
Notes to Financial Statements (Unaudited)	7
Notes to Condensed Financial Statements (unaudited)	7

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

BALANCE SHEETS ~~(Unaudited)~~

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

(Unaudited)

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


	As at
	Jun. 30, 2022			Dec. 31, 2021
Assets
Cash and equivalents	$	–		$	–
Total current assets		–			–

TOTAL ASSETS	$	–		$	–

LIABILITIES AND STOCKHOLDERS' DEFICIT
Other payable and accrued liabilities	$	1,261,141		$	1,336,221
Total current liabilities		1,261,141			1,336,221

Due to related parties		666,890			706,592
Due to Shareholders		1,941,298			2,056,869
Total non-current liabilities		2,608,187			2,763,461

TOTAL LIABILITIES		3,869,329			4,099,682

STOCKHOLDERS' DEFICIT
Series C convertible preferred stock ($0.001 par value, 10,000,000 shares authorized, 1,000,000 shares outstanding as of June 30, 2022 and December 31, 2021		1,000			1,000
Common stock ($0.01 par value,500,000,000 shares authorized, 64,629,559 shares issued and outstanding as of June 30, 2022 and December 31, 2021		646,295			646,295
Treasury stock		(489,258	)		(489,258	)
Additional paid-in capital		16,032,106			16,032,106
Accumulated deficit		(20,059,472	)		(20,289,825	)

TOTAL STOCKHOLDERS' DEFICIT		(3,869,329	)		(4,099,682	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	–		$	–

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

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the quarterly periods ended
		Three Months Ended June 30					Six Months Ended June 30
	March 31, 2022		March 31, 2021
		2022		2021			2022		2021
OTHER INCOME/(EXPENSE)
Foreign exchange gains/ (losses), net	$	14215,~~383~~970	$	28(78,~~103~~757	)	$	230,353	$	(50,654	)
Other income
Total other income/(expense)		14215,~~383~~970		28(78,~~103~~757	)		230,353		(50,654	)
Net profit/ (loss)	$	14215,~~383~~970	$	28(78,~~103~~757	)	$	230,353	$	(50,654	)
Net loss per share - basic	$	0.00	$	0.00
Net loss per share - basic and diluted	$	0.00	$	0.00		$	0.00	$	0.00
Net loss per share - diluted	$	0.00	$	0.00
Weighted average number of common shares outstanding		64,629,559		64,629,559			64,629,559		64,629,559
Weighted average number of common shares outstanding - basic		64,629,559		64,629,559
Weighted average number of common shares outstanding - diluted		64,629,559		64,629,559

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

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~THREE MONTHS ENDED MARCH 31, 2021 AND 2022~~(UNAUDITED)

(Unaudited)


	Three Months Ended June 30						Six Months Ended June 30
	2022			2021			2022			2021
Beginning stock holders’ deficit		(4,085,299	)		(3,951,822	)		(4,099,682	)		(3,979,925	)
Changes in the period:
Net profit/ (loss) for the period		215,970			(78,757	)		230,353			(50,654	)
Issue of shares		–			–			–			–
Closing stock holders’ deficit		(3,869,329	)		(4,030,579	)		(3,869,329	)		(4,030,579	)

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

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

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the quarterly periods ended
	For the Quarterly Periods Ended
	Mar. 31, 2022			Mar. 31, 2021
	Jun. 30, 2022			Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit	$	14215,~~383~~970		$	28(78,~~103~~757	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(470,~~688~~392	)		(925,~~159~~669	)
Due to related parties		(237,~~479~~223	)		(413,~~844~~574	)
Due to shareholders		(7108,~~216~~355	)		~~(14~~39,~~100~~514	)
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 DISCLOSURE
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

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

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.

Notes to ~~the Unaudited~~ Financial ~~Statements~~ Statements

~~March~~June 3130, 2022

~~Note~~ NOTE 1. – ORGANIZATION AND DESCRIPTION OF BUSINESS

~~The~~China ~~Company~~Changjiang ~~was~~Mining ~~organized~~& ~~under~~New ~~the~~Energy ~~laws of the State of Nevada on~~Company, ~~September~~Ltd. 19("China Changjiang", ~~2009~~"we", ~~under~~the ~~its current name. The~~ "Company") was aincorporated ~~development~~under ~~stage~~the ~~company~~laws ~~with~~of the ~~goal~~ State of ~~becoming a design, engineer, construct, market and sell high-quality PV SEFs for commercial and utility applications to local~~Delaware ~~markets~~in 1969.

~~Prior~~Hong toKong ~~June~~Wah 1,Bon ~~2012,~~Enterprise weLimited were engaged in exploration for commercially recoverable metal-bearing mineral deposits. On June 1, 2012, we entered into an agreement with Xunyang Yongjin Mining Co., Ltd. to transfer our mining exploration rights for a cash payment. Further, on December 30, 2013, our subsidiary, Shaanxi Changjiang Mining & New Energy Co., Ltd ("~~Shaanxi Changjiang~~Wah Bon"), ~~entered~~was ~~into~~incorporated ~~Equity~~in ~~Transfer~~Hong ~~Agreements~~Kong ~~with~~on ~~officers of~~July ~~the Company~~7, ~~whereby~~2006 ~~the~~as ~~Company’s~~an ~~subsidiaries~~investment ~~were~~holding ~~sold off~~company.

~~Business~~Shaanxi ~~operations~~Pacific ~~for China Chingjiang Mining &~~ New Energy ~~Energy~~Development Company ~~Co.,~~Limited ~~Ltd.~~("Shaanxi ~~and~~Pacific") ~~its~~was ~~subsidiaries~~incorporated ~~were~~as ~~abandoned~~a bylimited ~~former~~liability ~~management~~company ~~and~~in athe ~~custodianship~~People's ~~action,~~Republic asof ~~described~~China in("PRC") on ~~the~~July ~~subsequent paragraph~~20, ~~was~~ ~~commenced~~2007 inas ~~2020~~an investment holding company.

OnShaanxi ~~February~~Changjiang 3,Mining ~~2020,~~& ~~the~~New ~~Eighth~~Energy Company, ~~District~~Ltd ~~Court~~("Shaanxi ofChangjiang") ~~Clark~~(formerly ~~County,~~Weinan ~~Nevada~~Industrial ~~granted~~and ~~the~~Commercial ~~Application~~Company ~~for~~Limited) ~~Appointment~~was ofincorporated ~~Custodian~~ as a ~~result~~limited ~~of the absence of a functioning~~liability ~~board~~company ofin ~~directors and~~ the ~~revocation~~PRC ofon ~~the~~March ~~Company’s~~19, ~~charter~~1999. The ~~order~~Company ~~appointed~~became ~~Small~~a ~~Cap~~joint ~~Compliance,~~stock ~~LLC~~company ~~(“SCC”) custodian~~in January 2006 with ~~the~~its ~~right~~business toactivities ~~appoint~~in ~~officers~~investment holding and ~~directors,~~the ~~negotiate~~development ~~and~~of ~~compromise~~a ~~debt,~~theme ~~execute~~park ~~contracts,~~in ~~issue stock~~Xi'An, ~~and authorize new classes of stock~~PRC.

~~Upon~~In ~~appointment~~August as2005, ~~custodian~~Shaanxi ofChangjiang ~~CHJI and~~contributed ~~under~~land ~~its~~use ~~duties~~rights ~~stipulated~~valued byat ~~the Nevada court~~$7,928,532 ~~SCC~~in ~~took~~lieu ~~initiative~~of cash to ~~organize~~ the ~~business~~registered capital of ~~the~~Huanghe ~~issuer~~representing 92.93% Asof ~~custodian,~~ the ~~duties were~~equity toof ~~conduct~~Huanghe. Huanghe ~~daily~~was ~~business,~~incorporated ~~hold~~as ~~shareholder~~a ~~meetings,~~limited ~~appoint~~liability ~~officers and directors, reinstate the~~ company ~~with~~in the ~~Nevada~~PRC ~~Secretary of~~on ~~State.~~August ~~SCC~~9, ~~also~~2005 ~~had~~as ~~authority~~Shaanxi toChangjiang ~~enter~~Petroleum ~~into contracts~~ and ~~find~~Energy aDevelopment Co., ~~suitable~~Limited ~~merger~~and ~~candidate.~~is ~~SCC~~engaged ~~was~~in ~~compensated~~the ~~for~~development ~~its~~of ~~role~~a astheme ~~custodian~~ park in ~~the~~Huanghe ~~amount~~Bay of(Huanghe 1Nantan),~~000,000~~ ~~shares~~Heyang ofCounty, ~~Convertible~~Shaanxi ~~Series~~Province, ~~C Preferred Stock~~PRC.

On ~~August~~February 235, ~~2020~~2007, ~~SCC~~Shaanxi ~~entered~~Changjiang entered into an agreement with a ~~Stock Purchase~~third ~~Agreement~~party ~~with~~to ~~Bridgeview~~acquire ~~Capital~~40% ~~Partners,~~of ~~LLC~~the ~~whereby~~equity ~~Bridgeview~~interest ~~Capital~~in ~~Partners,~~East ~~LLC~~Mining ~~purchased~~Company 1Limited ("East Mining") for $3,~~000~~117,~~000~~267 ~~shares~~in ofcash. ~~Convertible Series~~East CMining ~~Preferred~~is ~~Stock.~~engaged ~~These~~in ~~shares~~exploration ~~represent~~for ~~the~~lead, ~~controlling~~zinc ~~block~~and ofgold ~~stock~~for mining in Xunyan County, Shaanxi Province, PRC.

On ~~August~~March 2322, ~~2020~~2007, ~~Bridgeview~~Shaanxi ~~Capital~~Changjiang ~~Partners, LLC~~ entered into ~~a Stock~~an ~~Purchase~~agreement with ~~Cathay~~the ~~Capital~~majority ~~Management~~shareholder ~~Inc.~~of ~~(“Cathay”)~~Shaanxi ~~whereby~~Changjiang ~~Cathay~~to ~~purchased~~exchange ~~1,000,000~~its ~~shares~~92.93% ofinterest ~~Convertible~~in ~~Series C~~Huanghe ~~Preferred~~for ~~Stock.~~a ~~Chongyi~~20% ~~Yang~~equity isinterest in ~~the~~East ~~control~~Mining ~~person~~owned ~~for~~by ~~Cathay~~this related party.

~~Note~~On 2August 15, 2007, 97.2% ~~SUMMARY~~of OFthe ~~SIGNIFICANT~~shareholders of ~~ACCOUNTING~~Shaanxi ~~POLICIES~~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.

~~Basis~~On September 2, 2007, Wah Bon acquired 100% ownership of ~~Presentation~~Shaanxi Pacific for a cash consideration of $128,205.

~~The~~On ~~Company’s~~May ~~unaudited~~30, ~~financial~~2007, ~~statements~~amended to July 5, 2007, North ~~have~~American ~~been~~Gaming ~~prepared~~and inEntertainment ~~accordance~~Corporation ~~with~~("North ~~generally~~American") ~~accepted~~entered ~~accounting~~into ~~principles~~a inMaterial Definitive Agreement, pursuant to which the ~~United~~shareholders ~~States~~of Shaanxi Changjiang exchanged all their shares in Shaanxi Changjiang for 500,000 shares of ~~America~~series C convertible preferred stock (~~“U.S.~~"series ~~GAAP”~~C shares") in North American which carried the right of 1, 218 votes per share and ~~pursuant~~was convertible to 609,000,000 common shares. In connection with the ~~rules~~exchange, Shaanxi Changjiang also delivered $370,000 to North American and ~~regulations~~certain non-affiliates of ~~the~~North ~~Securities~~American ~~and~~will ~~Exchange~~transfer ~~Commission~~to ~~(the~~North ~~“SEC”)~~American ~~and~~or ~~reflect~~its ~~all~~designee ~~adjustments~~a total of 3, ~~consisting~~800,000 shares of ~~normal~~common ~~recurring~~stock, ~~adjustments~~par value of $0.01 per share, of North American which ~~management~~had ~~believes~~been ~~are~~held ~~necessary~~for tolonger ~~fairly~~than ~~present~~2 ~~the~~years ~~financial~~by ~~position~~such non-affiliates, ~~results~~in exchange for the issuance by North American ofto ~~operations~~each ~~and~~of ~~cash~~such ~~flows~~non-affiliates of ~~the~~2,250,000 ~~Company~~shares asof common stock of North American. Issued and ~~for~~outstanding ~~the~~share ~~three~~of ~~month~~series ~~period~~C ~~ending~~preferred stock ~~March~~were ~~31,~~automatically ~~2022~~converted into that number of fully paid and ~~not~~non-assessable ~~necessarily~~shares ~~indicative~~ of common stock based upon the ~~results~~conversion rate toupon bethe ~~expected~~filing ~~for~~by the ~~full~~Company ~~year~~of ~~ending~~an ~~December~~amendment 31to its Certificate of Incorporation, ~~2022.~~increasing ~~These~~the ~~unaudited~~number ~~financial statements~~of ~~should~~authorized beshares ~~read~~of common instock ~~conjunction~~to ~~with~~800,000,000 shares, changing the ~~financial~~Company's ~~statements~~name to China Changjiang Mining & New Energy Company Ltd. and ~~related~~implementing a ~~notes~~one for ~~the~~ten ~~year~~reverse ~~ended~~stock ~~December 31~~split. The transaction was closed on February 4, ~~2021~~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 stock holders 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.

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. The Company is not actively trading during the current reporting period.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounts and prepares its financial statements using the accrual method accounting. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied

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. ~~There were no cash equivalents as of March 31, 2022 and December 31, 2021.~~

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the 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 6.~~3566~~7114 and 6.3343 at ~~March~~June 3130, 2022 and December 31, 2021 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 party might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

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.

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 $20,~~275~~059,~~442~~472 as at ~~March~~June 3130, 2022. 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.

NOTE 4 – OTHER PAYABLES AND ACCRUED LIABILITIES

Schedule of accounts payable	Mar. 31, 2022		Dec. 31, 2021
Schedule of payables	Jun. 30, 2022		Dec. 31, 2021
Taxes payable	$	6663,~~812~~280	$	67,047
Salaries and welfares payable		~~724~~686		727
Other payables		1,~~263~~197,~~997~~175		1,268,447
Total	$	1,~~331~~261,~~533~~141	$	1,336,221

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 ~~March~~June 3130, 2022. Details of amounts due to related parties are as follows:

Due to Related parties	~~Mar~~Jun. 3130, 2022		Dec. 31, 2021
Baishui Dukang Marketing Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company	$	~~393~~372,~~147~~363	$	394,531
Heyang County Huanghe Bay Resort Hotel Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company		1312,~~576~~858		13,624
Shaanxi Huanghe Bay Ecological Agriculture Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company		4038,~~888~~727		41,032
Baishui Dukang Brand Management Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company		6359,~~217~~875		63,440
Shaanxi Dukang Liquor Group Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company		6460,~~341~~940		64,567
Shaanxi Xi Deng Hui Development Stock Co., Ltd., 29.74% equity interest of which is owned by Zhang Hongjun, director and principal shareholder of the Company, and senior executives of which are Wang Shengli, Li Ping and Tian Hailong, directors and shareholders of the Company		~~959~~908		962
Shaanxi Dukang Liquor Trading Co., Ltd., controlled by Zhang Hongjun, director and principal shareholder of the Company		~~127~~121,~~985~~219		128,436
Total	$	~~704~~666,~~113~~890	$	706,592

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 ~~March~~June 3130, 2022, Details of amounts due to shareholders are as follows:

Due to Shareholders	~~Mar~~Jun. 3130, 2022		Dec. 31, 2021
Wang Shengli	$	~~492~~466,~~831~~777	$	494,566
Zhang Hongjun		~~954~~903,~~089~~652		957,448
Chen Min		~~602~~570,~~733~~869		604,855
Total	$	21,~~049~~941,~~653~~298	$	2,056,869

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:

Deferred tax assets	~~March~~June 3130, 2022			Dec. 31, 2021
Net operating loss (NOL) brought forward	$	20,289,825		$	20,170,068
Less: Net profit for the period / year		(14,383	)		119,757
Less: Net loss (profit) for the period / year		(230,353	)		119,757
NOL carried forward	$	20,~~275~~059,~~442~~472		$	20,289,825
Tax benefit from NOL carried forward	$	5,~~068~~014,~~861~~868		$	5,072,456
Valuation allowance		(5,~~068~~014,~~861~~868	)		(5,072,456	)
Deferred tax assets	$	–		$	–

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

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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

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.

NOTE 12 – ~~IMPACT~~IMPACTS OF THE COVID-19 PANDEMIC

As the Company is not actively trading in the current reporting period, there is no impact of the COVID-19 pandemic on financial statements as at and for the quarterly period ended ~~March~~June 3130, 2022.

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 ~~Company~~Co., ~~Ltd~~LTD for the ~~three~~six ~~and nine~~ months ended ~~March~~June 3130, ~~20221~~2022 and 2021, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to China Changjiang Mining & New Energy ~~Company~~Co., ~~Ltd.~~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 ~~Company~~Co., ~~Ltd.~~LTD’s MD&A. ~~Readers~~ Readers should not place undue reliance on any such forward-looking statements. China Changjiang Mining & New Energy ~~Company~~Co., ~~Ltd.~~ 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.

~~China~~The ~~Changjiang~~Company’s ~~Mining~~main &business ~~New Energy Company, Ltd.~~ is ain ~~blank~~the ~~check~~transitional period ~~company~~from ~~and~~mining ~~has~~to noclean ~~operations.~~new ~~Our~~energy, ~~business~~and ~~plan~~mainly ~~includes~~focus ~~acquisitions~~on ofthe ~~operating~~solar ~~companies.~~photovoltaic, Inor ~~summary~~“PV”, ~~CHJI is~~downstream ~~focused~~market onat ~~raising capital for its business plan~~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~~Six Months Ended ~~March~~June 3130, 2022 and June 30, 2021

Revenue

For the ~~three~~six ~~and three~~ months ended ~~March 31~~June 30, 2022 and June 30, 2021, the Company had not generated any revenues.

Operating Expenses

~~For the~~Operating ~~three~~expenses ~~and~~for ~~three~~the six months ended June ~~March 31~~30, 2022, ~~and~~were ~~2021,~~$0 ~~the~~compared ~~Company~~to ~~had~~$0 ~~not~~for ~~operating~~six ~~expenses~~months ended June 30, 2021.

Operating expenses did not increase in 2022.

For the six months ended June 30, 2022, professional fees were $0, an increase of $0 for the six months ended of June 30, 2021.

Other Income and Expenses

~~Other~~For ~~Income for~~ the ~~three~~six months ended ~~March 31~~June 30, 2022 ~~were~~the Company had a net profit of $14215,~~383~~970 due to foreign exchange gains, compared to a net loss of $2878,~~103~~757 for ~~the~~six ~~three~~ months ended ~~March~~June 3130, 2021. This resulted in an increase of $294,727 in other income gains.

~~For the~~Net ~~three~~Income ~~months ended March 31, 2022 and 2021, the Company had not other expenses.~~(Loss

For the ~~three~~six-month ~~months~~ ended ~~March~~June 3130, 2022, the ~~foreign~~Company ~~exchange~~had ~~gains~~a ~~were~~net ~~$14,383,~~profit ~~an decrease~~ of $13215,~~720,~~970 as compared to ~~$28~~the six-month period ended June 30,~~103~~ ~~for~~2021 ~~the~~of ~~three~~a ~~months~~net ~~ended~~loss of ~~March~~$78,757. 31This resulted in an increase of $294,727 ~~2021~~in other income gains.

The ~~decrease~~net isprofit ~~related~~resulted tofrom ~~change in USD/CHY~~ foreign exchange ~~with the period~~ gains.

Net Income (Loss)

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

The net income resulted from foreign exchange gains.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2022, we had no no cash and a working capital deficit of $43,~~085~~869,~~299~~329.

Operating Activities

NoFor ~~operating~~six ~~activities~~months ~~occurred~~ended ~~during~~June ~~the~~30, 2022 net income ~~three~~was $215,970 as compared to a loss of $78,575 for the six months ended ~~March~~June 3130, ~~2022~~2021. ~~and~~The ~~2021~~number is generated from the foreign exchange gain from liabilities thus no cash flow from operations.

Accounts payable and accrued expenses were $70,392 for the six-month period ended June 30, 2022 as compared to $25,669 for six month period ended June 30, 2021, an increase of $44,723. The increase in accrued expenses is related to interest.

Investing Activities

No investing activities occurred during the ~~three~~six months ended ~~March~~June 3130, 2022, and 2021.

Financing Activities

NoDuring ~~financing~~the ~~activities~~six ~~occurred~~months ~~during~~ended ~~the~~June 30, 2022, ~~three~~the Company received advances of $0 from a related party for working capital purposes. During the six months ended ~~March~~June 3130, 2022, ~~and~~the Company ~~2021~~issued $0 common stock for cash.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

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

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are 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.

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 ~~three~~six months ended ~~March~~June 3130, 2022, ~~the~~ the Company did not sell any unregistered securities.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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

Item 6. Exhibits

No.		Description

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

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

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

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SIGNATURES

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

May 12, 2022	China Changjiang Mining & New Energy Company, Ltd.
Date: September 9, 2022	China Changjiang Mining & New Energy Company, Ltd.
	By:	/s/ Chongyi Yang
		Chongyi YangChief Executive Officer

1817

Filing Compare · CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.