VNJA 10-K/A
Vanjia Corp (VNJA)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the annual 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 the number of freely tradeable shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: as of December 31, 2024.
The purpose of this
amendment to Vanja Corporation Annual Report on Form 10-K/A for year ended December 31, 2024 ("Form 10-K/A"), initially filed with
the Securities and Exchange Commission on April 15, 2025 is because our auditors
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TABLE OF CONTENTS
| PART I | ||
| ITEM 1. | BUSINESS | 1-5 |
| ITEM 1A. | RISK FACTORS | 6 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 6 |
| ITEM 2. | PROPERTIES | 6 |
| ITEM 3. | LEGAL PROCEEDINGS | 6 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 6 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 6 |
| ITEM 6. | SELECTED FINANCIAL DATA | 7 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION | 8 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 9 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 9 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 9 |
| ITEM 9B. | OTHER INFORMATION | 10 |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 10 |
| ITEM 11. | EXECUTIVE COMPENSATION | 12 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 14 |
| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 14 |
| PART IV | ||
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 15 |
| SIGNATURES | 16 | |
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PART 1
FORWARD LOOKING STATEMENTS.
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, any of which may cause our or our industry's actual results, levels of activity, performances or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock. As used in this annual report, the terms "we", "us", "our" and "China Inc" mean " China Inc" unless otherwise indicated.
ITEM 1: DESCRIPTION OF BUSINESS
Vanjia Corporation was incorporated in Texas on August 19, 2011. Our aim to build affordable housing in the city of Houston's designated HOPE and Workforce neighborhoods. Our future homes will have a variety of floor plans, be energy efficient, and conveniently located. We have already acquired a vacant lot in the Workforce neighborhoods. By providing affordable housing options, our future homes will enrich the communities of Houston and revitalize the local economy.
PRODUCTS and SERVICES
Our product is to build affordable homes in Houston’s designated Houston Hope and Work Force Neighborhoods. The Houston Hope and Work force neighborhoods were created by the Houston Housing and Community Development Department (HHCD). The Houston HOPE Program strives to build strong and stable communities. Houston HOPE provides financial assistance to potential home buyers who are in designated Houston HOPE areas. We believe our future homes would be available for down payment assistance to our potential clients who meet the specific criteria outlined by the HHCD.
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In order to qualify for the program, applicants must demonstrate the ability to obtain a mortgage loan, demonstrate credit worthiness. The family's combined income must be at or below 80% of the area's median income. Approved applicants must also complete eight hours of home buyer education from a HUD-approved Housing Counseling Agency. The applicant must buy a new or existing home from a list of approved structures, invest at least $500 into the home-buying transaction, and live in the home for 10 years to satisfy the program eligibility criteria. Mortgage financing options through various selected lenders make it easier for new home buyers to get the assistance they need. Families are eligible for up to $30,000 in down payment assistance if they are not currently a property owner.
We will conduct affordable housing seminars to educate and draw publicity to our future homes build in those designated neighborhoods. We intend to draw the attention of first-time buyers to buy homes in the Hope of Workforce neighborhoods. The regular seminars will focus on home buyer education and related topics. Home Buyer Education classes will strive to provide first time and repeat home buyers the information they need to make decisions when buying a home.
CITY OF HOUSTON'S DOWNPAYMENT ASSISTANCE PROGRAMS
The Housing and Community Development Department (HCDD) Down Payment Assistance Programs is currently accepting applications for the Houston Homebuyer Assistance, Houston HOPE and Workforce Housing. In order to be considered for funding, all potential clients are required to contact and obtain mortgage financing through one of the mortgage companies listed on our Approved Lending Partners List. Under each mortgage company, only the listed loan officer(s) are allowed to originate loan(s) and submit grant request(s) on behalf of the client(s). The application process is open to the public and assistance will be granted on a first come, first serve basis.
| Houston Homebuyer Assistance |
Houston HOPE | Workforce Housing | |
| Sales Price Maximum | $200,160 | $200,160 | $150,000 |
| Area Median Income (AMI) Limit | Up to 80% AMI | Up to 80% AMI | 80 to 110% AMI |
| Qualifying Areas | City-Wide | Houston Hope and Revitalization Areas - only | Houston Hope and Revitalization Areas - only |
| Funding Amount(s) | $19,500 | $30,000 | $30,000 |
| Property Age | New or Existing Properties | New or Existing Properties | New Properties |
| Affordability Period | 10 Years | 10 Years | 10 Years |
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HOUSTON HOPE PROGRAM
City of Houston (City) Housing and Community Development Department (HCDD) has designed the Houston HOPE to provide financial assistance to low-to-moderate income homebuyers who are in the Houston HOPE areas or any area/neighborhood designated by the Mayor of Houston for revitalization. HCDD staff will administer Houston HOPE according to the policy and procedures set forth in the administrative guidelines. Funding for Houston HOPE will be available through the HOME Investment Partnerships (HOME) Program and the American Dream Down Payment Initiative (ADDI) Houston HOPE will provide direct financial assistance to offset portions of the down payment, closing costs, pre-paid items and principal required for home purchase.
MARKETING AND PROMOTION
One marketing strategy will be on the grassroots level through "farming" in the targeted neighborhoods. The term "farming" implies growing something. That's what you do when you farm your local neighborhoods. You plant the seeds of future business with potential purchasers of our home homes in these targeted neighborhoods. The term "targeted neighborhoods "will be used to describe neighborhoods in which the average income of the residences matches the eligibility requirements for the Houston HOPE program. Approximately, 300-500 fliers will be printed, outlining the special features of these designated neighborhoods. We believe that the fliers will not only convey the quality of our homes, but also briefly outline the financial options available to eligible participants. We believe that the fliers will draw the attention of possible buyers, if ten percent of these filers will be posted in community hubs such as local coffee shops, school yards and church lobbies.
Our staff will distribute the remaining fliers on foot, spending several 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 Vanjia Corporation. 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. We understand that many of these low-income families are aging and facing mounting financial pressures. By highlighting statistics like this, not only can we inform, but also inform potential buyers about the home-ownership opportunities available to them.
We also plan to leverage the influence of community leaders in the area. Churches present an excellent venue for reaching potential buyers as pastors have a large network and have concern for the well-being of their constituents. In low-income communities, life often centers around the church. Pastors are usually aware of those members of their congregation who need of government-subsidized housing. By educating the Pastor about the opportunities presented by Vanjia Corporation, we can easily reach and influence many potential buyers.
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Another strategy will be to identify veterans who have already received down payment assistance from the Veteran Administration. VA home loans are available to veterans who meet specific eligibility requirements. Qualified veterans will have served at least 90 days of active duties and have not been dishonorably discharged. If a veteran has served less than 90 days, but was discharged for a service-related disability they may still qualify. Those surviving spouses who have not remarried and spouses of POW or MIA service personnel are qualified. In addition to regular VA loans, there are VA loans available for qualifying disabled veterans are eligible for additional assistance f qualified veterans. Veterans who are currently receiving VA home loans make excellent candidates for Vanjia Corporation as they receive up to $30,000 down payment on top of their current veteran eligibility benefits. Once aware of the financial opportunities available to them, veterans will realize that home ownership in Houston Hope and Workforce neighborhoods is in their best interest.
Another strategy will be on the working relationship between home builders and real estate agents. There is a strong incentive for real estate agents to refer qualified buyers to our homes. Real estate agents will typically receive up to 3% commission once the transaction is completed. By working together, we can expand our exposure and client base, while giving real estate agents a chance to increase their sales.
Our final strategy for marketing and promoting our homes will be through regular visits to the Section 8 offices in Houston. The purpose of the visits will be to educate Section 8 tenants about their housing options. Currently, Section 8 rental vouchers are for low to moderate-income families, persons with disabilities, and senior citizens. Under the Section 8 program, the tenant usually pays around 30% of their rent and the U.S. government subsidizes the rest in the form of a voucher. In some cases, however, tenants may be eligible for the government to pay their entire monthly rent. Many Section 8 residents are unaware that they are able to convert their Sect. 8 rental vouchers into a Sect. 8 home-ownership voucher. For more details about eligibility requirements and the conversion process, current Section 8 residents can schedule a meeting with their local Section 8 housing counselors.
HOME DESIGN AND DESIGN CENTERS
We are dedicated to provide quality, well-designed homes meeting the demands of today’s home buyers. The product line offered depends upon many factors, including the supply of existing housing and the demand for new housing in the general area. In order to ensure that we meet the demand in the marketplace, we will conduct qualitative and quantitative market research, including consumer focus groups after the effectiveness of this registration statement. This research will enable us to improve the linkage between the design of our homes and the community development and meet the specific lifestyle demands of our targeted home buyer. Our sources of raw building materials will mainly from local building material suppliers such as Home Depots, Lowe's. Home Depots and Lowe's are both publicly traded companies. Home Depots and Lowe's do not set a minimum purchase requirement for building materials and home appliances for homebuilders. We do not have any material contracts or exclusive agreements with Home Depots nor Lowe's.
Our product is designed to appeal to the potential home buyers. We will use external consultants that we believe are experts in their field to help perfect our homes, often utilizing experts with knowledge in regional architecture, exterior finishes and selections, or floor plan solutions that give our product an added edge. We take a focus and design products not only specific to the city in which they will be built, but to the individual neighborhood. Our aim is to provide each home with features that make it appeal to a specific lifestyle segment, while giving the plan flexibility through options and/or elevation variety that will appeal to our home buyers. This will allow our home buyers to feel as if we designed the house just for them.
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COMPETITION
The home building industry is competitive. We compete with numerous home builders of varying sizes, ranging from local to national in scope, some of which have better financial resources than we have. We anticipate building homes in several community redevelopment neighborhoods with federal, state and cities incentives to lessen the competition from other builders. Most custom builders do not want to build in targeted neighborhoods that have ceilings on selling prices such as the Houston HOPE neighborhoods. We anticipate to build new single-family homes that sell for $98,000 or more and duplexes that sell for $165,000 in these community redevelopment neighborhoods. We also face competition from existing resale homes and, to a lesser extent, condominium and rental housing. Competitions among local homebuilders are based on interrelated factors, including location, reputation, amenities, design, quality and price. Builders of new homes compete not only for homebuyers, but also for quality of construction and workmanship, locations, financing, raw material and skilled subcontractors.
REGULATION AND ENVIRONMENT MATTERS
We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations which impose restrictive zoning and density requirements. City of Houston does not have zoning laws but it enforces deed restrictions in certain neighborhoods. We anticipate to complying with applicable building codes and zoning laws in our remodeling and building activities. As of December 31, 2023, compliance with such ordinances and related matters has not materially affected our operations, although it may do so in the future.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. PROPERTIES
We owned one developmental lot in Palestine, Texas.
ITEM 3. LEGAL PROCEEDINGS
From time to times, we are involved in various legal proceedings and frivolous lawsuits 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.
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ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5 MARKET FOR REGISTRATNT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
We are currently quoted on the OTCMARKETS.COM. under the Ticker Symbol: VNJA. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
| Fiscal 2024 | |||||||||
| Low | High | ||||||||
| First Quarter ended March 31 | $ | 3.00 | $ | 6.00 | |||||
| Second Quarter ended June 30 | $ | 6.00 | $ | 6.25 | |||||
| Third Quarter ended September 30 | $ | 5.00 | $ | 6.50 | |||||
| Fourth Quarter ended December 31 | $ | 3.00 | $ | 4.00 | |||||
HOLDERS OF OUR COMMON STOCK
As of December 31, 2024, we had 30,000,000 shares of our common stock issued and outstanding.
DIVIDEND
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of director.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any compensation plan under which equity securities are authorized for issuance.
ITEM 6. SELECTED FINANCIAL STATEMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
This section of the prospectus includes forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking 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 forward-looking 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 $7,500 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, quarters and current reports with respect to our business and financial condition.
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 $3,500. The Planning Commission for the City of Houston is responsible for the review and approval of application for subdivision of land.
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 $3,000 to $3,500 per year.
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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 $3,000 to $3,500 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 | 3rd year 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 | $160,000 | $240,000 | $380,000 |
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2024, our total assets were $864,889 and our total liabilities were $-0- which resulted in working capital of $864,889. We expect to raise additional capital through, among other things, 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 $5,000,000 line-of-credit at 0% interest per annum. The management believes that $5,000,000 line-of-credit agreement from our officer and director will be sufficient to cover our operational expense for the next twelve months. The residential lot we currently own is large enough to accommodate up to two duplexes. We believe that our future expenditures will be covered by revenues generate from sell of new homes, leasing activities, and additional offerings for equity or debt securities, private placement offerings, employee options plans and funds from our officer and director. In addition, we regularly conduct real estate training and consulting services for start-up companies for IPO, these services will generate revenues and regular cash-flows for the year 2024.
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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 revenues or expenses.
ITEM 7A. QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a small reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
| Report of Independent Registered Public Accounting Firm | F-1 |
| Balance Sheets | F-2 |
| Statements of Operations | F-3 |
| Statements of Cash Flows | F-4 |
| Statements of Stockholders' Equity | F-5 |
| Notes to Financial Statements | F-6 to F- 9 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
VANJIA CORPORATION.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Vanjia Corporation (the ‘Company’) as of December 31, 2024, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the company as of December 31, 2023 were audited by other auditors whose report dated March 25, 2024, expressed an unqualified opinion on those statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company suffered an accumulated deficit of $(119,790), net loss of $(13,943).These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
| /S/ Boladale Lawal | |
| (Chartered Accountants) | |
| (PCAOB ID |
|
We have served as the Company’s auditor since 2024.
April 18, 2025
F-1
VANJIA CORPORATION
BALANCE SHEETS
| DECEMBER 31, 2024 | DECEMBER 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash equivalents | $ | $ | ||||||
| Account Receivables | ||||||||
| Land Held for Investment | ||||||||
| TOTAL ASSETS | $ | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Other Payable | $ | $ | ||||||
| Total Current Liabilities | ||||||||
| Stockholders' Equity | ||||||||
| Preferred Stock, Par value, shares authorized, -- shares issued -- an outstanding as of December 31, 2024 and 2023 | ||||||||
| Common Stock, par value $ per share, shares authorized, shares issued and outstanding as of December 31, 2024 and 2023, respectively | ||||||||
| Stock Subscription Receivable | — | — | ||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying Notes are an integral part of the financial statements.
F-2
VANJIA CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| General and Administrative Expenses | ( | ) | ( | ) | ||||
| Profit/Loss from Operations | $ | ( | ) | $ | ||||
| Provision for Income Taxes | ||||||||
| Net Profit | ( | ) | ||||||
| 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.
F-3
VANJIA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Profit/ (Loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Account Receivable | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase due to shareholder | ||||||||
| Net cash used in operating activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from Issuance of Common Stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents | ||||||||
| Beginning | $ | $ | ||||||
| Ending | ||||||||
| Supplemental disclosure of cash flows: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest expense | $ | $ | ||||||
| Income tax expense | $ | $ | ||||||
| Non-cash financing and investing activities: | ||||||||
| Issuance of common stock to repay shareholders loans | $ | — | $ | — | ||||
| Issuance of common stock in exchange of real property | — | — | ||||||
The accompanying Notes are an integral part of the financial statements.
F-4
VANJIA CORPORATION
Statement of Changes in Equity
For the Twelve Months Ended Dec, 2024 and 2023
(audited)_
| Common Stock | Amount | Additional Paid in Capital | Stock Subscription Receivable | Accumulated Deficit | Total Stockholder’s Equity | |||||||||||||||||||
| Capital | ||||||||||||||||||||||||
| Balance at De 31,2022 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
| Net Profit/Loss | — | $ | $ | $ | — | |||||||||||||||||||
| Balance at Dec 31,2023 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
| Change in Additional Paid in Capital | ( | ) | ( | ) | ||||||||||||||||||||
| Net Profit/Loss | — | — | ( | ) | ( | ) | ||||||||||||||||||
| Balance at Dec. 31,2024 | $ | $ | $ | — | ( | ) | ||||||||||||||||||
F-5
VANJIA CORPORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation and Organization
Vanjia Corporation, a company was incorporated on August 19, 2011 in the State of Texas. The Company business plan is to build affordable homes in Houston, Texas. In 2023, the Company began a business to enroll students for real estate licensing courses.
The Company's year-end is December 31.
Note 1: Going Concern
These
financial statements were prepared on the basis of 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 $(
Note 2: Use of Estimates
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.
Note 3: Cash and Cash equivalent
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
F-6
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(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2024 and 2023, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
Note 5: 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 the 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 positions or cash flow.
Note 5: INCOME TAXES
As of December 31,2024, the Company had net operating loss carry forwards of approximately $74,551 that may be available to reduce future year's taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for federal income tax consists of the following for the years ended December 31:
| 2024 | 2023 | |||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| Net provision for income taxes | $ | — | $ | — |
The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applicable statutory U.S. tax rate for the years ended December 31, 2024 and 2023 are analyzed below:
| 2024 | 2023 | |||||||
| U.S. federal statutory income tax rate | % | % | ||||||
| Provisional re-measurement of deferred taxes | % | % | ||||||
| Changes in valuation allowance | ( | )% | ( | )% | ||||
| Effective income tax rate | % | % | ||||||
Significant components of the Company’s deferred taxes as of December 31, 2023 and 2022 were as follows:
| Deferred tax asset attributable to: | December 31, 2024 | December 31, 2023 | ||||||
| Net operating loss carryover | $ | ( |
) | $ | ( |
) | ||
| Less: valuation allowance | ||||||||
| Net deferred tax asset | $ | $ | ||||||
F-7
Note 6: LINE OF CREDIT
The Company
has available a line of credit with an officer and shareholder that provided maximum borrowing up to $
Note 7: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2024 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
F-8
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ITEM 7A. 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 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
On September 23, 2024, the Board of Directors of Vanjia Corporation. (the “Company”) approved the engagement of Boladale Lawal & Co (‘BLC’) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024, effective immediately, and dismissed Yusufali & Associates, LLC effectively as the Company’s independent registered public accounting firm.
ACCOUNTING AND ON FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
A review and evaluation were performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2022 disclosure controls and procedures, were effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.
Management’s Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
| • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; |
| • | Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2023.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignations or removal from office. Our directors, executive officers, their ages, positions held, are as follows:
Our officers and directors and their ages and positions are as follows:
| Name | Position |
| Tian Su Hua | CEO, Director |
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BUSINESS EXPERIENCE
The following is a brief summary of the education and business experience of our director and executive officer during at least the past five years, indicating her business experience, occupation during the period, and the name and principal business of the organization by which she was employed.
Tian Su Hua, was born in Northeast China; she graduated with a three years Diploma of Accountancy in China. From 1964-1985, she held several accounting jobs in China's private sectors. From 1985-1995 she engaged in the building construction business as a project supervisor in Shanxi Province, China; she has an extensive experience in the construction industry dated back to 1982. From 1982 to 1990, she owned a concrete factory that employed well over 100 employees in Shanxi Province, China. From 1996- 2007, she holds a position as a Construction Project Manager at Ming Jia Xin Company. From 2008-2011, she holds a position as the board of director for Great Wall Builders Ltd. from 2009-2011.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past five years, including:
1. any bankruptcy petition filed by or against any business of which such person was a general partner executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or
4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity futures Trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
CORPORATE GOVERNANCE
The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's Board of Directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will be composed exclusively of directors who are, in the opinion of the Company's Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
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ITEM 11. EXECUTIVE COMPENSATION
There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table below.
EQUITY INCENTIVE PLAN
We did not have an Equity Incentive Plan in place as of December 31, 2024
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
As of December 31, 2023 and 2022, we had no pension plans, compensatory plans or other arrangements that provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers except stock awards may be granted at the discretion of the Board of Directors thereof.
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last 12 months for all services rendered to us.
|
Name & Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-qualified Deferred Compensation Earnings ($) |
Other Compensation ($) |
Total ($) |
| Tian Su Hua | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Tian Jia | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
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COMPENSATION OF DIRECTORS TABLE
The table below summarizes all compensation paid to our directors as of December 31, 2024
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-qualified Deferred Compensation Earnings ($) |
All other Compensation ($) |
Total ($) |
| Tian Su Hua | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
EMPLOYMENT AGREEMENT
There are currently no employment agreements or other contracts or arrangements with our Officer or Director. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officer, Director or Consultants that would result from the resignation, retirement or any other termination of any of our Directors, officers or consultants. Most business activities to date have been undertaken by our Chief Executive Officer and other individual retained as independent contractors.
COMPENSATION OF DIRECTORS
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. None of our Directors is independent.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following is a table detailing the current shareholders of Vanjia Corporation, owning 10% or more of the common stock, and shares owned by our directors and officers as if December 31, 2024.
| Title of Class | Beneficial Owners | Beneficial Ownership | Percentage of Ownership [1] |
| Common Stock | Tian Su Hua | 12,000,000 | 40% |
[1] Based on the total of 30,000,000 outstanding common shares as of December 31,2023.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We have not entered any transaction nor are there any proposed transactions in which any of our directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
DIRECTOR INDEPENDENCE
We are not subject to listing requirements of any national securities exchange(s) and, as a result, we are not at this time required to have our board comprised of majority of independent directors.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Below is the table of Audit Fees (amounts in US$) billed by our auditor(s) in connection with the audit of the Company annual financial statements for the years ended:
| Year Ended December 31, 2024 |
Year Ended December 312023 | |||||||
| Audit fees | $ | 3,500 | 00 | $ | 3,500 | 00 | ||
| Audit-related fees | $ | 3,750 | 00 | $ | 3,750 | 00 | ||
| Tax fees | $ | 0 | 00 | $ | 0 | 00 | ||
| All other fees | $ | 0 | 00 | $ | 0 | 00 | ||
| Total | $ | 7,250 | 00 | $ | 7,250 | 00 | ||
PRE-APPROVAL POLICIES AND PROCEDURES
We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by independent auditors and tax consultants, and the estimated fees related to these services.
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PART IV
EXHIBIT INDEX
| DESCRIPTION | ||
| Ex.3.1 | Article of Incorporation ** | |
| Ex.3.2 | By-Laws of Registrant** | |
| Ex.5.1 | Legality Opinion of the securities being registered** | |
| Ex.10.1 | Line of Credit** | |
| Ex.14.1 | Code of Ethics** | |
| Ex.23.1 | Consent of Boladale Lawal & Co** | |
| Ex.99.1 | Subscription Agreement** | |
| Ex.99.2 | General Warranty Deed** | |
| Ex.32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Ex.32.2 | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Ex.31.1 | Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Ex.31.2 | Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| ** Previously filed** | ||
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| Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Vanjia Corporation
/s/ Tian Su Hua
Tian Su Hua
Chief Executive Officer/Director
/s/ Tian Jia
Tian Jia
Chief Financial Officer
March 10, 2025
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