VNJA 10-Q
Vanjia Corp (VNJA)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer Identification No.) | |
| of incorporation or organization) |
(Address of principal executive offices)
1-
(Issuer's telephone number)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Indicate by checkmark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit and
post such files). [x]
Indicate the number freely tradable of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: .
Form 10-Q Report Index
| Page No: | ||||
| PART 1. FINANCIAL INFORMATION | ||||
| Item 1. Financial Statements | ||||
| Condensed Balance Sheets | 1 | |||
| Condensed Statements of Operations | 2 | |||
| Condensed Statements of Cash Flows | 3 | |||
| Condensed Statements of Stockholder’s Equity | 4 | |||
| Notes to financial Statements | 5 | |||
| Item 2. Management Discussion and Analysis of Financial Condition | 7 | |||
| Item 3. Control and Procedures | 9 | |||
| PART 11. OTHER INFORMATION | ||||
| Item 1. Legal Proceedings | 10 | |||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 10 | |||
| Item 3. Defaults Upon Senior Securities | 10 | |||
| Item 4. Mine Safety Disclosures | 10 | |||
| Item 5. Other Information | 10 | |||
| Item 6. Exhibit | 10 | |||
| Item 7. Signature | 11 | |||
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
VANJIA CORPORATION
BALANCE SHEETS
| June 30, 2022 (Unaudited) | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Land Held for Investment | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Due to shareholder | — | — | ||||||
| Total Current Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Common stock, par value per share, shares authorized, shares issued and outstanding as of June 30, 2022 and December 31, 2021 | $ | $ | ||||||
| Preferred Stock, par value per share, shares authorized, -- issued and outstanding as of June 30, 2022 and December 31, 2021 | ||||||||
| Stock Subscription Receivable | — | — | ||||||
| Additional Paid-in Capital | $ | $ | ||||||
| Accumulated Loss | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The Accompanying Notes are an Integral Part of the Financial Statements.
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VANJIA CORPORATION
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(UNAUDITED)
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2022 | ||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||
| General and Administrative expenses | |||||||||||||||
| Profit/Loss from Operation | ( | ) | ( | ) | ( | ) | ( | ||||||||
| — | — | — | - | ||||||||||||
| Profit/Loss before Income taxes | ( | ) | ( | ) | ( | ) | ( | ||||||||
| Provision for Income taxes | |||||||||||||||
| Net Profit/Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ||||
| Net Loss Per Share-Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ||||
| Weighted Average Shares Outstanding: Basic and Diluted |
The Accompanying Notes are an Integral Part of the Financial Statements.
2
VANJIA CORPORATION
STATEMENT OF CASH FLOW
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(UNAUDITED)
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net profit to net cash used in operations: | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| Cash and cash equivalents: | ||||||||
| Beginning | ||||||||
| Ending | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: | ||||||||
| Interest Expenses | ||||||||
| Income tax Expense | ||||||||
| NON-CASH TRANSACTION: | ||||||||
| Issuance of Common stock in exchange of real property | $ | — | $ | — | ||||
| Issuance of common stock shareholders loans | $ | — | $ | — | ||||
The Accompanying Notes are an Integral Part of the Financial Statements.
3
VANJIA CORPORATION
STATEMENTS OF STOCKHOLDER’S EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(UNAUDITED)
| Common Stock | Additional Paid in | Stock Subscription | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit |
| |||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
| Net Loss | — | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance at June 30,2021 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
The Accompanying Notes are an Integral Part of the Financial Statements.
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VANJIA CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2022
1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
BASIC OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation SX. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The yearend condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited, condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company's Registration Statement on Form 10-K for the year ended December 31, 20201.
ORGANIZATION AND NATURE OF BUSINESS
Vanjia Corporation (formerly Vantone Realty Corporation) was incorporated on August 19, 2011 in the State of Texas. The Company’s business plan is to build affordable homes in Houston, Texas. In 2019, the Company began a business to enroll students for real estate licensing courses and doing real estate consulting services for corporate and individual clients.
The Company's year-end is December 31.
GOING CONCERN
These financial statements were prepared based on accounting principles
applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As
shown in the accompanying financial statements, the Company had an accumulated deficit of $
The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plan enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
USE OF PRESENTATION
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
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VANJIA CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2022
1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (continued)
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At June 30, 2020, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position, or cash flow.
2. INCOME TAXES
As of June 30, 2022, the Company had net operating loss carry forwards
of approximately ($
3. LINE OF CREDIT
The Company has available a line of credit with an officer and shareholder
that provided maximum borrowing up to $
4. SIGNIFICANT EVENTS
In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by the World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March and into April 2020, the economic impacts became significant. Before the financial statements were made out, the Board of Directors had considered the impact of COVID-19 outbreak in United States, which would have affected the financial position, performance and cash flow of the Company has ended on the reporting date thereon. The Management concluded that the impact of non-adjusting events from the COVID-19 outbreak has not significantly affected the fair values of the financial assets or liabilities and non-finance assets of the Company, including the classification of current and non-current items that were presented on the reporting date.
5. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30, 2022 up through the date the Company issued these financial statements.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
This section of the prospectus includes forwardlooking statements that reflect our current views with respect to future events and financial performance. Forwardlooking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place an undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forwardlooking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
PLAN OF OPERATION
Our plan of operations for the next twelve months is to proceed with the implementation of our business plan.
| GOALS | PROJECT OUTCOMES | |
| Legal and Accounting Expenses | Compliance with financial reporting and internal controls | |
| Website Design | Creation of our corporate website | |
| Civil Engineer or Surveyor's Fees | Subdivision of lands | |
| Architect drawings | Complete a set of plans for building permits | |
| Project Consultants | Quality Control of construction project | |
| Marketing and Promotion | Marketing and public awareness activities | |
| Working Capital | Office supplies, telephone, postage and other miscellaneous expenses |
ACCOUNTING AND LEGAL EXPENSES- Our estimate these related expenses will range from $9,800 for the next 12 months. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting.
ACCOUNTING AND LEGAL EXPENSES- Our estimate these related expenses will range from $6,500 for the next 12 months. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting.
CREATE OUR CORPORATE WEBSITE- It is part of our business plan to have our website. A website can convey our corporate images and services to our potential customers. We believe our estimated cost of $1,250 will be sufficient to cover our projected expense for website design.
SURVEYOR'S FEES- We are required to obtain surveyors' services related to subdivision of land. Our estimated cost for a surveyor' services will be $4,500. The Planning Commission for the City of Houston is responsible for the review and approval of application for subdivision of land.
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ARCHITECT DRAWINGS- We are required to obtain several sets of architect drawings in connection with our proposed construction projects. We estimated the cost for architect drawings will be $5,000 to$7,500 per year.
PROJECT CONSULTANTS- Once we have obtained the necessary building permits from the City of Houston, we will be ready to build our residential homes. We will require to hire project consultants to monitor the quality control of our construction projects. We intend to spent $6,300 to $12,600 annually for project consultants.
MARKETING AND PROMOTION- Our staff will distribute our promotional fliers on foot, spending afternoons knocking on the doors of residences in targeted neighborhoods, as well as residences already in designated HOPE and Workforce areas. Speaking with potential buyers directly is the best way to inform and engage the communities. When speaking to residents, we will explain the Houston HOPE and Workforce programs, specifically mentioning how these programs can benefit them as future owners of our new homes and services. We will then outline in further detail the government assistance option available to them. The government can offer up to $30,000 for down payments and unlike renting, home ownership allows one to build up home equity.
The following table shows the projection of our building activities for three years:
| 1st Year milestone | 2nd Year milestone | 3rdyear milestone | ||||||||
| Number of residential homes | 2-3 homes | 3-5 homes | 5-8 homes | |||||||
| Location of new residential homes | Houston, Texas | Houston, Texas | Houston, Texas | |||||||
| Estimated cost for each milestone | $ | 100,000 | $200,000 | $ | 300,000 | |||||
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2022, our total assets were $763,698 and our total liabilities were $-0- which resulted in working capital of 763,698 We expect to raise additional capital through the sale of equity or debt securities, private placement offerings, employee stock options plans, and advanced funds from our officer and director. Any deficiencies in general and administrative expenses will be covered from funds by our director and officer. Our officer and director, Tian Su Hua, has agreed to provide us a $5,000,000 line of credit with -0- interest. The management believes that an existing $5,000,000 line of credit agreement with our officer and director will be sufficient to cover our operational expense for the next twelve months.
From December 31, 2021 to June 30, 2022, our accumulated loss since August 19, 2011 (Inception) to June 30, 2021 was $(175,702) for general and administrative expenses.
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OFF-BALANCE SHEET ARRANGEMENT
The Company has no material transactions, arrangements, obligations or other relationships with entities or other persons that have or are reasonably likely to have a material current or future impact, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various routine legal proceedings arising in our ordinary course of business. Any such currently pending matters would not, in the opinion of management, have a material adverse effect on our financial conditions or results of operations.
Item 1A. RISK FACTORS
We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the quarterly period ended June 30, 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit 31.1 Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101 XBRL data files of Financial Statements and notes contained in this Quarterly Report on Form 10Q.
* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”
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ITEM 7. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vanjia Corporation
(Formerly Vantone Realty Corporation)
/s/ Tian Su Hua
Chief Executive Officer/Director
/s/ Tian Jia
Tian Jia
Chief Financial Officer
August 1, 2022