CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.	Financial_Report.xls
EX-31.2 - CERTIFICATION - CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.	chji_ex312.htm
EX-21 - SUBSIDIARIES - CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.	chji_ex21.htm
EX-31.1 - CERTIFICATION - CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.	chji_ex311.htm
EX-32.1 - CERTIFICATION - CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD.	chji_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For fiscal year ended December 31, 2014

¨ 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 Co., Ltd.

(Exact name of registrant as specified in its charter)

Nevada		75-2571032
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Seventeenth Floor, Xinhui Mansion, Gaoxin Road Hi-Tech Zone, Xi’An P.R. China 71005		+86(29) 8833-1685
(Address of Principal Executive Offices; Zip Code)		(Registrant’s Telephone Number, including area code)

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

Title of each class		Name of each exchange on which registered
None		None

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

Title of each class

Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 x No ¨

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 (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

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

(Check one):
Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the issuer, based on the average bid and asked price of such stock of $0.0900 on June 30, 2014, was $339,716 at June 30, 2014.

At March 30, 2015, the registrant had outstanding 64,629,559 shares of common stock, $0.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Special Notes Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions, which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included herein, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to: “we,” “us,” “our,” or the “Company” are to CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD., and its consolidated subsidiaries;

“MT” are to metric tons;

“PRC” and “China” are to the People’s Republic of China;

“SEC” are to the Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Renminbi” and “RMB” are to the legal currency of China; and

“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

CHINA CHANGJIANG MINING AND NEW ENERGY COMPANY LTD.

For the Fiscal Year Ended December 31, 2014

TABLE OF CONTENTS

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	28
Item 9B.	Other Information	29

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
Item 14.	Principal Accounting Fees and Services	37

PART IV

Item 15.	Exhibits, Financial Statement Schedules	38

PART I

ITEM 1. BUSINESS.

Overview

China Changjiang Mining & New Energy Co., Ltd. (the “Company”) is currently in the development stage with the goal of becoming a turnkey developer and Engineering, Procurement and Construction (“EPC”) contractor of photovoltaic (“PV”) solar energy facilities (“SEF”).We intend to design, engineer, construct, market and sell high-quality PV SEFs for commercial and utility applications to local markets.

Before June 1, 2012, we 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 of $2,380,612 (RMB 15,000,000). Further, on December 30, 2013, our subsidiary, Shaanxi Changjiang Mining & New Energy Co., Ltd (“Shaanxi Changjiang”), entered into Equity Transfer Agreements with each of Zhang Hong Jun, a director of the Company and owner of a controlling interest in the Company (holding 54.43% as of December 31, 2013), and Wang Sheng Li, a director and shareholder of the Company (holding 11.52% as of December 31, 2013), to sell Shaanxi Changjiang’s entire 60% interest in Shaanxi East Mining Co., Ltd., (“East Mining” and formerly referred to as “Dongfang Mining”) for a total consideration of $885,696 (RMB5,400,000). The consideration payable to the Company was used to offset amounts owed to each of the acquirers. Each of the acquirers obtained 30% equity in this transaction.

Together with Mr. Zhang Hong Jun, a director of the Company and owner of a controlling interest in the Company, the Company established a subsidiary, named Shaanxi Weinan Changjiang Solar Photovoltaic Energy Applied Science and Technology Co., Ltd (“Changjiang PV”), to develop the new solar energy business in April 2012. Our subsidiary holds a 51% interest in Changjiang PV. We and Mr. Zhang Hong Jun have invested in new energy industry for several years. With close relations with government departments and extensive personal connections, we devoted our major efforts to the solar photovoltaic downstream market after signing the mines disposing agreement in June 2012.

Our subsidiary, Changjiang PV, concentrates on the development and operation of EPC projects. Our first EPC project, the Weinan Hechuan 137KWp solar PV building applications has generated revenue for the year ended December 31, 2014.

We also hold land use rights in a land parcel and we lease a portion of the land use rights on the 5.7 square kilometer parcel to Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. (“Huanghe”), a company with a common control person. The term of the lease agreement is from January 1, 2011 to December 31, 2029 and the annual rent is approximately $1.2 million (RMB 7,500,000).

Our Corporate History and Background

The Company is the result of a 2008 share exchange transaction among: (i) North American Gaming and Entertainment Corporation, a Delaware corporation (“North American”); (ii) Shaanxi Changjiang Petroleum & Energy Development Stock Co., Ltd. (“CJP”), a limited liability company established and existing under the law of People’s Republic of China; and (iii) the shareholders of CJP, among whom the predominant shareholder, holding 97.2% of CJP’s shares, was a Hong Kong company, Hong Kong Wah Bon Enterprise Limited (“Wah Bon”). After completion of the share exchange transaction, the Company entered into a reverse merger with North American.

At the time of the share exchange transaction, CJP owned 60%, and the Company continues to control, Shaanxi East Mining Co., Ltd., (“East Mining”) which held the Chinese exploration license through which we pursued our exploration activity.

The share exchange was completed on February 4, 2008, resulting in the shareholders of CJP controlling approximately 96% of the equity ownership of North American At the time of the closing of the share exchange, North American was a shell company domiciled in Delaware which filed reports under the Exchange Act and whose shares traded in the U.S. over-the-counter market. Wah Bon caused its subsidiary, CJP, to pay $370,000 in cash, and Wah Bon delivered shares constituting 97.2% of the outstanding equity of CJP, in exchange for 3,800,000 shares of North American common stock and 500,000 shares of Series C Preferred Stock of North American, which originally were entitled to 1,218 votes per share. Two U.S. individuals, through their advisory company, Capital Advisory Services, Inc., were paid in the aggregate 4,500,000 shares of North American. In June 2008, CJP changed its name to “Shaanxi Changjiang Mining &New Energy Co., Ltd (“Shaanxi Changjiang”).”

Following the share exchange transaction, Wah Bon replaced North American’s Board of Directors.

China Changjiang Mining & New Energy Co., Ltd. was incorporated in the state of Nevada on September 19, 2008 for the purposes of re-domesticating the Company from Delaware to Nevada, adopting the Company’s current name, and to serve as the surviving company of a reverse merger with North American.

Pursuant to Articles of Merger filed with the Secretary of the State of the State of Nevada on December 4, 2008 and the Secretary of the State of Delaware on April 2, 2009, North American was merged with and into the Company, with the Company being the surviving entity.

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, subject to FINRA approval. The 1-for-10 reverse split was approved by FINRA on July 30, 2010, effective August 2, 2010.

On September 15, 2010, the Company filed with the Nevada Secretary of State a Certificate of Designation and a Certificate of Conversion and Elimination of the Series C Convertible Preferred Stock, pursuant to which: (i) all shares of our Series C Preferred Stock were converted into shares of common stock at a rate of 1,218 shares of common stock for each outstanding share of Series C Preferred Stock; and (ii) we canceled and eliminated the Series C Preferred Stock. In the aggregate, the outstanding shares of the Company’s Series C Preferred Stock were converted into 609 million shares of common stock.

As a result of these transactions, we currently have 250,000,000 authorized shares of common stock, par value $0.01 per share, of which 64,629,559 shares are issued and outstanding on the date of filing of this Form 10-K, and 10,000,000 authorized shares of preferred stock, of which no shares are presently issued and outstanding. At the time our share exchange transaction was completed, approximately 96% of the outstanding shares of North American were owned by Wah Bon. See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

We established a subsidiary, named Shaanxi Weinan Changjiang Solar Photovoltaic Energy Applied Science and Technology Co., Ltd. (“Changjiang PV”), in April 2012 to develop the new solar energy business. Our subsidiary, Shaanxi Changjiang accounted for 51% shares of Changjiang PV, and Mr. Zhang Hong Jun, the actual controller, accounted for the other 49% shares.

On December 30, 2013, we transferred all of the 60% equity of East Mining to our common control person, Mr. Zhang Hong Jun and one of the 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.

Shaanxi Changjiang held 20% equity of Shaanxi Changjiang Electricity & New Energy Co., Ltd from 2008, with an investment cost of $315,658 (RMB2, 000,000) and impairment of $183,429 was provided at the year ended December 31, 2013. On December 31, 2014 Shaanxi Changjiang disclaimed this 20% equity interest in exchange for a waiver of the debt of $201,899 owed to Shaanxi Changjiang Electricity & New Energy Co., Ltd.

Our organization chart as of December 31, 2014 is illustrated as follows.

Industry overview

Solar photovoltaic energy is an emerging, clean energy industry with a growing market share. The global solar PV market has grown from 6.1Gigawatt (“GW”) in 2008 to an estimated 25GW in 2012 but with imbalanced development. Application of solar energy in developed countries such as Germany and Japan, are relatively comprehensive and mature. At the present time, the Chinese PV downstream market is still in the initial stages of development, though most of the PV modules are manufactured in China.

In the past year, China's solar PV module manufacturers were hit by the European Union and the United States anti-dumping sanctions. Businesses and governments are trying to find better alternative applications market to absorb the huge domestic surplus solar PV capacity. The untapped domestic PV downstream market is one of the best ways to absorb the surplus production capacity.

The Chinese government is encouraging the construction of a large PV base and the development of distributed photovoltaic. Currently, we mainly focus on the development of distributed photovoltaic power generation projects.

It has been reported that as of the end of 2011, the installed capacity of photovoltaic power generation was 3.6 GW, thereinto, the installed capacity of distributed photovoltaic power generation only accounted for 0.2GW. According to a recent government planning, by 2015, the Chinese solar photovoltaic power generation capacity will reach 21GW, and distributed photovoltaic more than 10 GW. It was estimated that, by 2020, if the Building Integrated PV (“BIPV”) would be applied for 10% of the roof area and 15% of the facade area in the existing and new buildings, the potential market of BIPV applications would reach 1000GW, equivalent to 45 new installed capacity of the Three Gorges Hydropower Station.

Since the first half of 2012, the supply and demand of silicon in the international market has undergone great changes, resulting in obvious decline in the cost of solar modules. With the declining cost of solar modules from RMB 15 to RMB 6 per watt, the cost of PV power generation was significantly reduced.

We believe the next few years will show protracted continued growth in the PV solar market. Government policies, in the form of both regulation and incentives, have accelerated the adoption of solar technologies by businesses and consumers and have provided opportunities for developers to construct PV systems as an alternative to more traditional forms of power generation.

Our Industry and Principal Market

Sales and Marketing

We have established a sales and marketing department which is focused on identifying and establishing relationships with entities that are likely to have a need for our products and services.

Our products and services are expected to be largely represented through our Company’s sales force located in Xi’an City and Weinan City, Shaanxi Province, China.

Current Business Operations

At the present time, we focus on serving the local distributed solar PV market,

According to the national policy and because of the favorable market conditions, Weinan City is to develop photovoltaic power generation demonstration area. Weinan city is a prosperous city, adjacent to the capital of Shaanxi province, Xian city. With rich solar radiation and developed business in the Northwest, Weinan city took advantage to accelerate the development of the distributed solar PV.

We established a subsidiary, named Shaanxi Weinan Changjiang solar photovoltaic energy applied science and technology Co., Ltd. (“Changjiang PV”), in April 2012 to develop the local distributed solar PV business.

The following chart showed our distributed solar PV business model.

In September 2012, Changjiang PV entered into an agreement with Shaanxi Changling Solar Energy & Electric Co., Ltd (“Changling”) to outsource the construction of a solar energy project located in Huanghe Bay Springs Lake Theme Park. The project, with a total contract amount of $310,548, was completed by the year end of 2012.

The project was designed to generate electricity preferentially for Huanghe, and sell the surplus power to the grid company. We have received the subsidy funds of $159,096 (RMB 1,000,000) from the local government for the project in December, 2012. For the year ended December 31, 2014, Huanghe Bay Project began to generate revenue of $26,908.

We also hold land use rights in a 5.7 square kilometer parcel located in Huanghe Nantan, Heyang County, in the Shaanxi Province of China. We lease a portion of the land use rights on the 5.7 square kilometer parcel to Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. (“Huanghe”) for the development and operation of a theme park. The term of the lease agreement is from January 1, 2011 to December 31, 2029. The annual rent is approximately $1.2 million. For additional information, see “Item 2. Properties”.

Solar PV Industry

General

Though we may be a new participant in solar PV industry, we also realized that the local downstream market of solar PV industry was as new as we are. Experience in some developed countries has shown that there should be a business opportunity in China’s PV downstream market in the near future.

Each of our EPC projects is a strategic long-term investment, with relatively low risk, a stable cash inflow can be generated and little ongoing maintenance costs would be incurred once the project begins operations.

Competition

We anticipate that our competitors in the solar PV markets will be local and regional EPC contractors and developers. Other companies in China that engage in solar PV power generation that we consider to be likely competitors, include: Xi’an Huanghe Photovoltaic Technology Co., Ltd., Shaanxi Tuori New Energy Technology Limited, and Shaanxi Changling Electric Co., Ltd., etc. These competitors have more experience in the operation of solar PV energy and have superior financial resources than we do.

The entire solar industry also faces competition from other power generation sources, both conventional sources as well as other emerging technologies. Solar power has certain advantages and disadvantages when compared to other power generating technologies. The advantages include the ability to deploy products in many sizes and configurations, provide reliable power for many applications, serve as both a power generator and the skin of a building and eliminate air, water and noise emissions. The disadvantages mainly came from the relatively high cost of power generation.

The cost of electricity generated by PV products currently still exceeds the cost of electricity generated from conventional power such as coal and hydropower in Chinese markets. A significant reduction in the scope or discontinuation of government incentive programs could cause demand for our products and our revenue to decline, and have a material adverse effect on our business, financial condition, results of operations and prospects.

As an emerging industry, the rapid growth of the solar PV could reduce the intensity of competition from alternative products and services.

In the near term, mature government subsidy roadmaps from the government have led developers to be aggressive with their solar installations so that they can enjoy better economic returns. Cost reductions of solar installations have proven to be viable and have also led to aggressive solar installation. In the long run, we believe that solar energy continues to have significant future growth potential and that demand for our products and services will continue to grow significantly for the following reasons:

·	increasing demand for renewable energies, including solar energy, due to the finiteness of fossil fuels and concerns over nuclear power;

·	increasing environmental awareness leading to regulations and taxes aimed at limiting emissions from fossil fuels;

·	continued adoption or maintenance of government incentives for solar energy at all level of Chinese government;

·	narrowing cost differentials between solar energy and conventional energy sources due to market-wide decreases in the average selling prices for PV products driven by lower raw materials costs and increased production efficiencies; and

·	continued improvements in the conversion efficiency of PV products leading to lower costs per watt of electricity generated, making solar energy more efficient and cost-effective.

Government Regulation

This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China.

Regulations issued or implemented by the State Council, China’s National Development and Reform Commission (“NDRC”), and other relevant government authorities cover many aspects of new energy industry, including, but not limited to the following principal regulations:

Renewable Energy Law

On December 26, 2009, China revised its Renewable Energy Law, which originally became effective on January 1, 2006. The revised Renewable Energy Law became effective on April 1, 2010 and has laid the legal foundation for developing renewable energy in China.

Renewable Energy Law clearly stipulates the following principles for the development of new energy:

·	To encourage and support the use of solar and other renewable energy and the use of on-grid generation.

·	To encourage the installation and use of solar energy water-heating systems, solar energy heating and cooling systems, solar PV systems and other solar energy utilization systems.

·	To authorize the relevant pricing authorities to set favorable prices for the purchase of electricity generated by solar and other renewable power generation systems.

·	To provide financial incentives, such as national funding, preferential loans and tax preferences for the development of renewable energy projects.

Government Directives

In January 2006, the NDRC promulgated two implementation directives of the Renewable Energy Law. These directives set forth specific measures in setting prices for electricity generated by solar and other renewal power generation systems and in sharing additional expenses occurred. The directives further allocate the administrative and supervisory authorities among different government agencies at the national and provincial levels and stipulate responsibilities of electricity grid companies and power generation companies with respect to the implementation of the Renewable Energy Law.

China’s Ministry of Construction issued a directive in June of 2005, which seeks to expand the use of solar energy in residential and commercial buildings and encourages the increased application of solar energy in townships. In addition, China’s State Council promulgated a directive in June of 2005, which sets forth specific measures to conserve energy resources and encourage exploration, development and use of solar energy in China’s western areas, which are not fully connected to electricity transmission grids, and other rural areas.

In July 2007, the PRC State Electricity Regulatory Commission issued the Supervision Regulations on the Purchase of All Renewable Energy by Power Grid Enterprises which became effective on September 1, 2007. To promote the use of renewable energy for power generation, the regulations require that electricity grid enterprises must in a timely manner set up connections between the grids and renewable power generation systems and purchase all the electricity generated by renewable power generation systems. The regulations also provide that power dispatch institutions shall give priority to renewable power generation companies in respect of power dispatch services provision.

On September 4, 2006, China’s Ministry of Finance and Ministry of Construction jointly promulgated the Interim Measures for Administration of Special Funds for Application of Renewable Energy in Building Construction, which provides that the Ministry of Finance will arrange special funds to support the application of renewable energy in building construction in order to enhance building energy efficiency, protect the ecological environment and reduce the consumption of fossil energy. These special funds provide significant support for the application of solar energy in hot water supply, refrigeration and heating, PV technology and lighting integrated into building construction materials.

On October 28, 2007, the Standing Committee of the National People’s Congress adopted amendments to the PRC Energy-saving Law, which sets forth policies to encourage the conservation of energy in manufacturing, civic buildings, transportation, government agents and utilities sectors. The amendments also seek to expand the use of the solar energy in construction areas.

In March 2009, China’s Ministry of Finance promulgated the Interim Measures for Administration of Government Subsidy Funds for Application of Solar Photovoltaic Technology in Building Construction, or the Interim Measures, to support the demonstration and the promotion of solar PV applications in China. Local governments are encouraged to issue and implement supporting policies for the development of solar PV technology. These Interim Measures set forth subsidy funds set at RMB20 per watt for 2009 to cover solar PV systems integrated into building construction that have a minimum capacity of 50 kilowatt peak.

In April 2009, the Ministry of Finance and the Ministry of Housing and Urban-Rural Development jointly issued the “Guidelines for Declaration of Demonstration Project of Solar Photovoltaic Building Applications.” These guidelines created a subsidy of up to RMB20 per watt for building integrated PV or BIPV projects using solar-integrated building materials and components and up to RMB15 per watt for BIPV projects using solar-integrated materials for rooftops or walls.

In July 2010, the Ministry of Housing and Urban-Rural Development issued the “City Illumination Administration Provisions” or the Illumination Provision. The Illumination Provisions encourage the installation and use of renewable energy system such as PV systems in the process of construction and re-construction of city illumination projects.

On March 8, 2011, the Ministry of Finance and the Ministry of Housing and Urban-Rural Development jointly promulgated the Notice on Further Application of Renewable Energy in Building Construction, which aims to raise the percentage of renewable energy used in buildings.

On March 27, 2011, the NDRC promulgated the revised Guideline Catalogue for Industrial Restructuring which categorizes the solar power industry as an encouraged item.

On March 14, 2012, the Ministry of Finance, the NDRC and the National Energy Bureau jointly issued the interim measures for the management of additional subsidies for renewable-energy power prices, according to which relevant renewable-energy power generation enterprises are entitled to apply for subsidies for their renewable power generation projects that satisfy relevant requirements set forth in the measures.

On March 1, 2013, China’s State Council issued the “Twelfth Five Year Plan.” The plan supports the promotion and development of renewable energy, including the solar energy. The plan also encourages the development of solar PV power stations in the areas with abundant solar power resource.

On November 18, 2013, the National Energy Bureau issued “The Interim Measures for the management of distributed photovoltaic power generation projects”. The regulation contributes to promote the application of distributed photovoltaic power and regulate the projects management.

On November 26, 2013, the Ministry of Finance announced that the power generated by its own distributed PV power generation project could be exempted from imposing government fee, such as renewable energy surcharges, fee for major national water conservancy construction, etc.

In January, 2014, the National Energy Administration of China announced the PV installation target for 2014 to be 14GW, which includes 8GW for distributed PV systems and 6GW for large scale PV power plants.

In the same month, the National Energy Administration of China released a list of 81 “New Energy Demonstration Cities” and eight “industrial demonstration parks” in 28 and 8 provinces respectively. These cities and zones are required to achieve their respective mandatory targets in terms of solar PV installations and the percentage of installed renewable energy power generation capacities by the end of 2015, or the end of the 12th Five-Year-Plan.

In February 2014, the Certification and Accreditation Administration and the National Energy Administration jointly issued the “Implementation Opinions on Strengthening the Testing and Certification of PV Products.” The implementation opinions provide that only certified PV products may be connected to the public grid or receive government subsidies. The institutions that certify PV products must be approved by the Certification and Accreditation Administration. According to the implementation opinions, PV products that are subject to certification include PV battery parts, inverters, control devices, confluence devices, energy storage devices and independent PV systems.

In December, 2014, the National Energy Administration of China released a list of 30 “distributed solar photovoltaic industrial application demonstration zone” to encourage the development of distributed solar PV industry.

Restrictions on Foreign Businesses and Investments

The principal regulation governing foreign ownership of photovoltaic businesses in the PRC is the Foreign Investment Industrial Guidance Catalogue, updated and effective as of January 30, 2012. Under this regulation, industrial activity is categorized as “permitted,” “restricted,” or “prohibited.” and the solar photovoltaic business is listed as an industry of “permitted” where foreign investments are encouraged.

Enterprise Income Tax

On March 16, 2007, the National People’s Congress passed the Enterprise Income Tax Law (“the China EIT Law”), which was effective as of January 1, 2008.

The China EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purpose and consequently be subject to the PRC income tax at the rate of 25% for its worldwide income. The Implementing Rules of the new EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, the PRC State Administration of Taxation further issued a notice entitled “Notice regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise, if (i) the senior management and the core management departments in charge of its daily operations mainly function in the PRC; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in the PRC; (iii) its major assets, accounting books, company sales, minutes and files of board meetings and shareholders’ meetings are located or kept in the PRC; and (iv) more than half of the directors or senior management personnel with voting rights reside in the PRC. Based on a review of surrounding facts and circumstances, the Company does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history of the China EIT Law, should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% retroactive to September 19, 2008.

The China EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax regulations. The United States of America, where the Company is incorporated, has such tax treaty with China.

Our Employees

As of December 31, 2014, we had an aggregate of 26 employees, of whom 21 were full-time employees. This includes two people in marketing, four in maintenance and quality control, four in research & development, two in financial and accounting, and nine in general management.

Available Information

We currently do not maintain a web site; however, our annual, periodic and current reports can be accessed on the web site of the SEC at www.sec.gov and printed free of charge.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition and results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment. You should read the section entitled “Special Notes Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISKS RELATED TO OUR BUSINESS

WE HAVE TRANSITIONED OUR BUSINESS FROM MINING TO NEW CLEAN ENERGY BUSINESS, WHICH INVOLVED SIGNIFICANT TRANSITION AND INTEGRATION RISK

We have disposed our mining business sector in the past year, and currently we are developing our new clean energy solar business. This change involves significant transition and integration risks, both because we are required to end our participation in mining operations and wind down our existing relationships prior to our being able to participate in a new energy business and because we may incur costs and/or a loss of revenue (or a delay in anticipated increased revenue from the new business) in connection with these changes. The significant transition and integration risks include:

·	an inability to transition our business to clean energy due to a lack of applicable approvals or difficulty in satisfying entrance requirements;

·	significant revenue dilution as we terminate our participation in mining operations and/or insufficient, or delay in receipt of, revenue from our participation in current operations, including an inability to maintain our key customer and business relationships as we transition to new energy; and

·	difficulties integrating our technology processes, and

·	lack of experience in EPC project management.

If any of these risks or costs materializes, they could have a material adverse effect on our business, results of operations and financial condition.

OUR LIMITED OPERATING HISTORY IN CLEAN NEW ENERGY INDUSTRY MAKE IT DIFFICULT TO EVALUATE OUR RESULTS OF OPERATIONS AND PROSPECTS.

We are a company engaged in the business of local clean solar energy development with two EPC projects under construction and several potential projects. We also hold land use rights in a 5.7 square kilometer parcel located in Huanghe Nantan (Huanghe Bay), Heyang County, in the Shaanxi Province of China, which is held for leasing purpose.

Though we commenced the biomass incineration power business in 2009 by cooperation with our strategic partner, our business change in 2012 was our first time to enter the solar photovoltaic industry and determine the strategy of mainly focusing on PV EPC developing in the future.

We have generated revenue in solar PV business for the year ended December 31, 2014. However, our limited operating history makes the prediction of future results of operations difficult, and in addition, we cannot assure that the existing management model is suitable for the EPC project development.

We will devote more resources in our marketing promotion, and attempt to adapt our management to a more flexible operation environment as we have to deal with a variety of competitors due to the relatively lower entrance barrier for solar PV downstream industry.

WE DEPEND ON OUR SENIOR MANAGEMENT AND KEY EMPLOYEES, THE LOSS OF WHOM COULD ADVERSELY AFFECT OUR OPERATIONS.

Our success will depend to a large degree upon our ability to identify, hire, and retain personnel, particularly persons familiar with the marketing, manufacturing and administrative processes associated with the solar energy business. We depend on the skills of our management team and current key employees, such as Mr. Chen Wei Dong, our Chairman, President, and Chief Executive Officer. We may be unable to retain our existing key personnel or attract and retain additional key personnel.

The loss of any of our key employees or the failure to attract, and retain experienced or additional key employees could have a material adverse effect on our business and financial condition.

WE ACT AS THE GENERAL CONTRACTOR FOR OUR CUSTOMERS IN CONNECTION WITH THE INSTALLATION OF OUR SOLAR POWER SYSTEMS AND ARE SUBJECT TO RISKS ASSOCIATED WITH CONSTRUCTION, BONDING, COST OVERRUNS, DELAYS AND OTHER CONTINGENCIES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

We act as the general contractor for our customers in connection with the installation of our solar power systems. All essential costs are estimated at the time of entering into the sales contract for a particular project, and these are reflected in the overall price that we charge our customers for the project. These cost estimates are preliminary and may or may not be covered by contracts between us or the other project developers, subcontractors, suppliers and other parties to the project. In addition, we require qualified, licensed subcontractors to install most of our systems. Shortages of such skilled labor could significantly delay a project or otherwise increase our costs. Should miscalculations in planning a project or defective or late execution occur, we may not achieve our expected margins or cover our costs. Additionally, many systems customers require performance bonds issued by a bonding agency. Due to the general performance risk inherent in construction activities, it is sometimes difficult to secure suitable bonding agencies willing to provide performance bonding. In the event we are unable to obtain bonding, we will be unable to bid on, or enter into sales contracts requiring such bonding.

Delays in solar panel or other supply shipments, other construction delays, unexpected performance problems in electricity generation or other events could cause us to fail to meet these performance criteria, resulting in unanticipated and severe revenue and earnings losses and financial penalties. Construction delays are often caused by inclement weather, failure to timely receive necessary approvals and permits, or delays in obtaining necessary solar panels, inverters or other materials. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

WE ARE A PRIVATE COMPANY MAINLY OPERATING IN CHINA, WHICH MAY RESULT IN A MORE DIFFICULT BUSINESS ENVIRONMENT FOR US, COMPAIRED WITH THE STATE OWNED COMPANY IN PV INDUSTRY

We are a private company operating in China in PV industry, which may incur more cost in obtaining administrative permit, acquiring EPC project, etc, while many competitors are state-owned Companies and operate in a preferable business environment. The PV developer must apply for the PV demonstration project for financial subsidy. Usually the relevant government agencies give priority to the state-owned company under equal conditions.

RISKS RELATED TO OUR PV INDUSTRY

A SIGNIFICANT REDUCTION IN OUR DISCONTINUATION OF GOVERNMENT SUBSIDIES AND ECONOMIC INCENTIVES MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

Demand for our products and services substantially depends on government incentives aimed to promote greater use of solar power. The PV application markets would not be commercially viable without government incentives. This is because the cost of generating electricity from solar power currently exceeds the cost of generating electricity from conventional or non-solar renewable energy sources.

Usually, the local government bears the financial subsidy. If the local finance is too tight to offer the subsidy, the change of incentive policy may be the only choice. Though we don’t think the national incentive policy shall be significant changed in the near future, the local financial subsidy policy adjustment could have a material effect on our business directly.

The scope of the government incentives for solar power depends, to a large extent, on political and policy developments in China related to environmental, economic or other concerns, which could lead to a significant reduction in or a discontinuation of the support for renewable energy sources.

Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us, our resellers, and our customers and as a result, could cause a significant reduction in demand for our solar power products.

BECAUSE THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE GREATER RESOURCES THAN US, WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AND WE MAY LOSE OR BE UNABLE TO GAIN MARKET SHARE.

We mainly focus on the local solar PV downstream market. Our competitors include Xi’an Huanghe Photovoltaic Technology Co., Ltd., Shaanxi Tuori New Energy Technology Limited, and Shaanxi Changling Electric Co., Ltd., etc. Most of them have a stronger market position than ours, more sophisticated technologies greater resources and better name recognition than we do.

The barriers to entry are relatively low in the PV consumer market. Financial strength and social relations resource were the key barriers to entry for the EPC project acquisition. Because of government's continuous efforts to encourage the PV consumer market, more and more companies with strong financial support commenced their solar PV energy business. It is a challenge for us to establish our competitive market position in the industry. In order to acquire more market share, we must respond more quickly to changing customer demands or market conditions or to devote greater resources to the marketing promotion.

New competitors or alliances among existing competitors could emerge and rapidly acquire a significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

RISKS RELATED TO THE REAL ESTATE INDUSTRY

THE CHINESE GOVERNMENT OWNS ALL LAND IN CHINA, AND CHINA ISSUES LAND USE RIGHTS INSTEAD OF LEGAL TITLE TO THE PROPERTIES. THERE IS NO ASSURANCE THAT OUR RIGHTS TO THE PROPERTIES WILL NOT BE SUBJECT TO IMPAIRMENT OR LOSS.

In China, all property is owned by the central government. Unlike deeds or other evidence of a fee simple ownership interest, land use rights are always subject to fixed periods and permitted land use, usually for long periods of time. These periods are frequently 50 years. Disputes over mining claims are common. A loss of our property rights would cause material damage to the Company and the price of its securities and could result in the loss of the entire value of our Company.

RISKS RELATED TO DOING BUSINESS IN THE PEOPLE'S REPUBLIC OF CHINA

WE ARE SUBJECT TO THE POLITICAL AND ECONOMIC POLICIES OF THE PEOPLE’S REPUBLIC OF CHINA, AND GOVERNMENT REGULATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR INTENDED BUSINESS.

All of our assets and operations are in the PRC. As a result, our operating results and financial performance as well as the value of our securities could be affected by adverse changes in economic, political and social conditions in China.

The Chinese government adopted a policy to transition from a planned economy to a market driven economy in 1978. Since then, the economy of the PRC has undergone rapid modernization, although the Chinese government still exerts a dominant force in the nation's economy. This continues to include reservation to the state of land use rights, and includes controls on foreign exchange rates and restrictions or prohibitions on foreign ownership in various industries. All lands in China are state owned and only limited “land use rights” are conveyed to business enterprises or individuals.

All of our intended exploration and mining activities require approvals from the local government authorities in China. Obtaining governmental approval is typically a lengthy and difficult process with no guaranty of success. Since the lands where our activities are located were acquired through the grant of a land use right, changes in government policy could adversely affect our business.

The Chinese government operates the economy in many industries through various five-year plans and even annual plans. A large degree of uncertainty is associated with potential changes in these plans. Since China’s economic reforms have no precedent, there can be no assurance that future changes will not create materially adverse conditions for our business.

FLUCTUATION OF THE CHINESE CURRENCY COULD MATERIALLY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We expect that our future revenue and expenses will be generated in China, but our reporting currency is US dollars and reported results will be affected by exchange rate fluctuations between the RMB and the US dollar. We cannot give any assurance that the value of the RMB will continue to appreciate, or even remain stable against the US dollar or any other foreign currency. Accordingly, we may experience economic losses and negative impacts, as reported in U.S. Dollars, as a result of foreign exchange rate fluctuations.

The RMB is currently not a fully convertible currency. The Chinese government may restrict future access to foreign currencies for current account transactions. This may make it difficult for us to transfer money from China to other countries on an economically advantageous basis or even at all. It may also make it difficult for us to pay cash returns on the investment of foreign capital.

THERE ARE RISKS INHERENT IN DOING BUSINESS IN CHINA OVER WHICH WE HAVE NO CONTROL.

The political and economic systems of the PRC are very different from those of the United States and other western countries. China remains volatile with respect to certain social, economic and political issues which could lead to revocation or adjustment of reforms. There are also issues between China and the United States that could result in disputes or instabilities. The role of China and its government remain in flux both domestically and internationally, and could cause shocks or setbacks that may adversely affect our business.

THE CHINESE LEGAL SYSTEM DIFFERS FROM THAT OF THE UNITED STATES, PROVIDING LESS PROTECTION FOR INVESTORS, AND IT MAY BE DIFFICULT FOR INVESTORS TO SEEK LEGAL REDRESS AGAINST US OR OUR OFFICERS AND DIRECTORS, INCLUDING CLAIMS THAT ARE BASED UPON U.S. SECURITIES LAWS.

All of our current operations are conducted in China. All of our current directors and officers are nationals or residents of China. All of the assets of these persons are located in China. The PRC legal system is a civil law system. Unlike the common law system, the civil law system is based on written statutes in which decided legal cases have little value as precedents. Differences in interpretations and rulings can occur with limited opportunity for redress or appeal.

It may not be possible to effect service of process within the U.S. or elsewhere outside China upon our officers and directors. Even if service of process were successful, considerable uncertainty exists as to whether Chinese courts would recognize and enforce U. S. laws or judgments obtained in the U.S. federal and state securities laws as the U. S. laws confer substantial rights to investors and shareholders that have no equivalent in China. Therefore a claim against us or our officers and/or directors or even a final judgment in the U. S. may not be recognized or enforced by Chinese courts.

In 1979, the PRC began to reform its legal system and has enacted numerous laws regulating economic and business development, including those related to foreign investment. Currently many of the approvals required for our business may be obtained at local or provincial level. We believe that it is relatively easier and faster to obtain provincial approval than central government approval. Changes to existing laws that repeal or alter local regulatory authority and preempt it with national laws could negatively affect our business and the value of our securities.

China's regulations and policies regarding investments, including investment in the PV business, are subject to continued reformation and revisions. They may change in a manner adverse to us and our stockholders.

CHINESE LAWS COULD RESTRICT THE PAYMENT OF DIVIDENDS FROM ANY PROCEEDS OBTAINED FROM LIQUIDATION OF OUR ASSETS.

All of our assets are located in China. Chinese law governs the distributions that can be made in the event of liquidation of assets of foreign invested enterprises. While dividend distribution is allowed, some distributions are subject to the approval from the foreign exchange authority in China. Liquidation proceeds would also be subject to foreign exchange control. We are unable to predict the outcome in the event of liquidation insofar as it affects payment to non-Chinese nationals.

RISKS RELATED TO OUR COMMON STOCK

THERE IS CURRENTLY A LARGE MARKET OVERHANG IN OUR COMMON STOCK AND FUTURE SALES OF OUR COMMON STOCK COULD DEPRESS THE MARKET PRICE AND DIMINISH THE VALUE OF YOUR INVESTMENT.

On February 9, 2010, we filed a Certificate of Amendment to our Articles of Incorporation to effect a 1-for-10 reverse split of our common stock, after which all shares of our Series C Preferred Stock were converted into an aggregate of 609 million shares of our common stock. This effectively eliminated the ability of our other common stock holders to have a significant role in the election of directors and other corporate changes. Future sales of shares of our common stock or securities that are convertible into our common stock could adversely affect the market price of our common stock. If any of our principal stockholders sells a large number of shares or if we issue a large number of shares, the market price of our common stock could significantly decline. Moreover, the perception in the public market that our principal stockholders might sell shares of common stock could further depress the market for our common stock.

BECAUSE OUR OFFICERS AND DIRECTORS CONTROL THE MAJORITY OF THE VOTING POWER OF OUR COMMON STOCK, INVESTORS IN OUR COMMON STOCK WILL NOT BE ABLE TO DETERMINE THE OUTCOME OF STOCKHOLDER VOTES.

Our officers and directors currently control approximately 94% of our common stock. So long as they continue to hold, directly or indirectly, shares of common stock representing more than 50% of the combined voting power of our common stock, they will be able to direct the election of all of the members of our board of directors who will determine our strategic plans and financing decisions and appoint top management. They will also be able to determine the outcome of substantially all matters submitted to a vote of our stockholders, including matters involving mergers, acquisitions and other transactions resulting in a change of control of us, and our pursuit of corporate opportunities. They may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to holders of our common stock or adversely affect us or other investors.

THE MARKET FOR SHARES OF OUR COMMON STOCK HAS BEEN LIMITED AND SPORADIC, AND THERE IS NO GUARANTEE THAT A MARKET WILL BE AVAILABLE FOR YOU TO SELL YOUR SHARES.

Shares of our common stock are not listed on any exchange but have been sporadically traded in over the counter transactions or in inter-dealer quotations. There is no assurance that any market makers will in the future post bid and ask prices for our shares of common stock. Our stock has been very thinly traded and there were many days or weeks that the shares did not trade at all. There is no assurance that any market will exist at the time that a shareholder wishes to sell his or her shares and there is no assurance that any market will continue.

OUR COMMON STOCK PRICE IS VOLATILE AND MAY NOT APPRECIATE IN VALUE.

The market price of shares of our common stock fluctuated and is likely to continue to fluctuate significantly. Fluctuations could be rapid and severe and may provide investors little opportunity to react. Factors such as changes in commodity prices, conversion of our preferred shares, results of operations, and a variety of other factors, many of which are beyond the control of the Company, could cause the market price of our common stock to fluctuate substantially. Also, stock markets in penny stock shares tend to have extreme price and volume volatility. The market prices of the securities of many smaller public companies are subject to volatility for reasons that frequently are unrelated to operating performance, earnings or other recognized measurements of value. This volatility may cause declines, including very sudden and sharp declines, in the market price of our common stock. We cannot assure investors that the stock price will appreciate in value, that a market will be available to resell your securities or that the shares will retain any value at all.

WE DO NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid cash dividends on our stock and we do not plan to pay cash dividends on our stock in the foreseeable future. We intend to retain any earnings to help fund operations. Therefore an investment in our common stock is not appropriate for investors who require regular and periodic returns on their investments.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS AND THE FINRA’S SALES PRACTICES, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock currently. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker- dealers who sell to persons other than established customers and “accredited investors”, as defined. Rule 15g-2 requires a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market, and cautions investors against making a hurried investment decision. The broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction. The broker-dealer must also send a confirmation of these prices after the trade. After a purchase of penny stock, the broker-dealer must send a monthly account statement that gives an estimate of the value of each penny stock purchased.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.

Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the SEC, the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker- dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

Not applicable to a smaller reporting company.

ITEM 2. PROPERTIES.

Corporate Headquarters

Our corporate headquarters, consisting of 554 square meters, are located at Seventeenth Floor, Xinhui Mansion, Gaoxin Road, Hi-tech Zone, Xi'An, Shaanxi Provence PRC, 710075. Our telephone number is (86)29- 88331685 and our fax number is (86)29-88332335. The leasing contract for our headquarters covers the 2 years periods from February, 2013 to January 2015, at a rental rate of $16,272 (RMB 100,000) per year.

Land use right leasing Parcel

All land in China is owned by the state. Individuals and companies are permitted to acquire rights to use land, or “land use rights,” for specific purposes. In the case of land used for commercial purposes, the land use rights are granted for a period of 50 years. The original period, and any subsequent periods, may be renewed prior to their expiration. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

We have land use rights (certificate No. (2006) 3240001), in a 5.7 square kilometer parcel in Huanghe Nantan (Huanghe Bay), Heyang County, Shaanxi province. We currently lease a portion of this parcel to Huanghe for the development and operation of a theme park. The lease expires on December 31, 2029. The photograph below shows an overview of our land in Huanghe Bay.

The solar PV parcel

We have invested $280,178 to Huanghe Bay Project for the construction of solar PV system as of December 31, 2014, located in the Huanghe Nantan (Huanghe Bay), Heyang County, Shaanxi province.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market information

The trading of our stock was suspended on April 1, 2011 by the SEC and resumed on April 17, 2014. Except the suspension period, the Company's common stock was traded over-the-counter and quoted from time to time in the Over-the-Counter (“OTC”) Bulletin Board under the trading symbol “CHJI.”. There is currently a thinly traded market for the Company's common stock on the OTC Markets Group, Inc. Pink Tier. The following table sets forth the range of high and low bid prices as reported by the OTC Bulletin Board for the periods indicated. Such quotations represent inter-dealer prices without retail markup, markdown, or commission, and may not necessarily represent actual transactions.

CALENDAR YEAR	QUARTER	BID PRICE
		high		low
2014	Fourth quarter		0.0400		0.0400
2014	Third quarter		0.0900		0.0200
2014	Second quarter (from April 17, 2014)		0.5100		0.0001

Holders

As of December 31, 2014, we had 3,353 record holders of our common stock.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our board of directors reserves the right to declare and pay dividends in the future, to the extent permitted by law.

Stock Option Grants

None.

Unregistered Sales of Equity Securities

None.

Repurchases of Shares by the Company

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not required for a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this Form 10- K.

Overview

We have transitioned our business from mining to clean new energy, and mainly focus on the solar photovoltaic, or “PV”, downstream market at present stage. We are currently in the development stage with the goal of becoming a turnkey developer and Engineering, Procurement and Construction contractor of solar PV energy facilities. We intend to design, engineer, construct, market and sell high-quality PV energy facilities for commercial and utility applications to local markets. Our Huanghe Bay Project has begun to generate revenue for the year ended December 31, 2014.

Before June 1, 2012, we 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 of $2,380,612 (RMB 15,000,000). Further, on December 30, 2013, our subsidiary, Shaanxi Changjiang Mining &New Energy Co., Ltd. (“Shaanxi Changjiang”), entered into Equity Transfer Agreements with each of Zhang Hong Jun, a director of the Company and owner of a controlling interest in the Company (holding 54.43% as of December 31, 2013), and Wang Sheng Li, a director and shareholder of the Company (holding 11.52% as of December 31, 2013), to sell Shaanxi Changjiang’s entire 60% interest in Shaanxi East Mining Co., Ltd., (“East Mining” and formerly referred to as “Dongfang Mining”) for a total consideration of $885,696 (RMB 5,400,000). The consideration payable to the Company was used to offset amounts owed to each of the acquirers. Each of the acquirers obtained 30% equity in this transaction.

We also hold land use rights in a land parcel and we lease a portion of the land use rights on the 5.7 square kilometer parcel to Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. (“Huanghe”), a company with Zhang Hong Jun, a director of the Company and owner of a controlling interest in the Company. The term of the lease agreement is from January 1, 2011 to December 31, 2029. Our land use rights are amortized over their 50 year term. The Land use right was not only our largest asset, but also the stable operating income to support our other business, with an annual rent of approximately $1.2 million (RMB 7, 500,000).

The following is a summary of the book value of our land use rights as of December 31, 2014:

Cost	$	20,825,318
Less: Accumulated amortization		4,501,593
Land use rights, net	$	16,323,725

The amortization expense for the year ended December 31, 2014 and December 31, 2013 was $416,527 and $414,416, respectively.

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $2,902,291 as of December 31, 2014, which includes net income of $429,045 for the year ended December 31, 2014. The Company’s operations used cash of $204,019 in 2014.

We began to generate revenue for the year ended December 31, 2011, of which the revenue from land use right leasing was expected to provide stable cash flow. In the future, we expect that there will no longer be a need for us to continue relying on loans from our directors and other related parties. We believe that we have adequate capital to assure that we will be able to meet our obligations or obtain sufficient capital to complete our plan of operations for the next twelve (12) months.

RESULTS OF OPERATIONS

Comparison of the Years Ended December 31, 2014 and December 31, 2013

Sales revenue

We generated total revenue of $1,247,273 from continuing operations for the year ended December 31, 2014, compared with the revenue of $1,211,397 for the year ended December 31, 2013. The slight increase was due to new revenue of $26,908 for our solar PV business. There was no change for the RMB 7,500,000 annual rent revenue for the year ended December 31, 2014 and 2013.

Operating Expenses

Total operating expenses from continuing operations for the year ended December 31, 2014 decreased to $748,934 from comparable figure of $772,442 for the year ended December 31, 2013, representing a decrease of $23,508, or 3%. The decrease was mainly due to a decrease in the administrative expense, which decreased to $277,083 from comparable figure of $320,075, due to less professional fees and entertainment expenses occurred in 2014. Although the depreciation expense increased to $55,324, from comparable figure of $37,951 due to EPC equipment of $318,498 transferred in June 2013 from construction in progress to fixed assets. The amortization expense for the year ended December 31, 2014 remained stable, as no addition or disposal occurred for Land use rights.

Income before tax

Income before taxes and non-controlling interests from continuing operations for the year ended December 31, 2014 was $429,045 as compared to an income of $625,042 for year ended December 31, 2013. The decrease for our operating results was mainly attributable to the other income of $434,137 in writing off notes payable, for the year ended December 31, 2013. Although an allowance for long-term investment of $183,429 was provided for the year ended December 31, 2013.

Income on discontinued operations

There was no income on discontinued operations for the year ended December 31, 2014, and income on discontinued operations was $1,693,219 for the year ended December 31, 2013. On December 30, 2013, the Company transferred all of the 60% equity of East Mining to its control person, Mr. Zhang Hong Jun and one of the other company shareholders, Mr. Wang Sheng Li, with a consideration of $885,696 (RMB 5,400,000). Each of the acquirers obtained 30% equity in this transaction.

Prior to this equity deal, East Mining transferred its mines exploration rights to Xunyang County Yongjin Mining Co., Ltd. with a consideration of $2,422,794 (RMB 15,000,000). The transaction was completed and the outstanding amount was settled as of December 31, 2013. The gain of $2,294,386 on disposal of mines consists of the considerations and the total of $128,408 for the related business tax and the surcharges.

The following table showed the detail of Income (loss) on East Mining.

	For the year ended December 31, 2013
	$
Sales revenue		-
Cost of revenue		-
Gross Profit		-
Operating expenses(income)
Administrative expenses		74,407
Gain on disposal of asset		(2,294,386	)
Depreciation		1,427
Total operating income		(2,218,552	)
Income from operations		2,218,552
Other Income (Expenses)
Interest income		41,027
Interest expenses		(1,752	)
Total Other Income		39,275
Income before tax		2,257,827
Income tax expense		564,608
Net Income		1,693,219

Net Income

We achieved a net income of $429,045 from continuing operations for the year ended December 31, 2014, compared with a net income of $625,042 for the year ended December 31, 2013. The decrease was mainly attributable to other income of $434,137 in writing off notes payable, for the year ended December 31, 2013. Although an allowance for long-term investment of $183,429 was provided for the year ended December 31, 2013.

Comprehensive Income

Our comprehensive income from continuing operations for the year ended December 31, 2014 was $326,210 compared with comprehensive income of $2,755,837 from continuing and discontinued operations for the year ended December 31, 2013. The other comprehensive income (loss) for each period only referred to the foreign currencies translation gain (loss), between U.S. Dollar and Chinese Yuan RMB (or Hong Kong Dollar for Wah Bon). The exchange rate of RMB against USD depreciated from 6.0969 as of December 31, 2013 to 6.1460 as of December 31, 2014, resulting in the other comprehensive loss of $102,835 for the year ended December 31, 2014.

Stockholders’ Equity

Stockholders' equity increased to $16,313,807 as of December 31, 2014, or approximately 17%, from $13,893,639 as of December 31, 2013. The significant increase was primarily due to the exemption from payable of $2,049,066 on acquisition of a subsidiary for the year ended December 31, 2014. This exemption from payable on acquisition of a subsidiary is a transaction under common control and is treated as a credit to the additional paid in capital. No gain or loss is recognized for the transaction.

This payable on acquisition of subsidiary was a portion of the total acquisition consideration of $3,117,267 for 40% equity interest in East Mining Company Limited on February 5, 2007.

On December 31, 2014, the third party obligee, who held 2.75% equity interest of the Company, disclaimed the right to collect this remaining amount of $2,049,066.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows From Operating Activities

Net cash used in operating activities of $204,019 for the year ended December 31, 2014 was primarily attributable to its outstanding account receivable from Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. of $1,247,273 occurred in 2014 The adjustments to reconcile our net income to net cash flow mainly include depreciation and amortization expense of $471,851, allowance for double accounts of $46,374, an increase in operating liability of $68,568, and an decrease in other current assets and prepayment of $27,416.

Net cash used in operating activities of $797,379 for the year ended December 31, 2013 was primarily attributable to its outstanding account receivable from Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. of $1,230,133 (RMB 7,500,000) occurred in 2013. The adjustments to reconcile our net income to net cash flow mainly include depreciation and amortization expense of $ 447,372, notes payable written off of $434,137, an increase in operating liability of $138,442, a decrease in other current assets and prepayment of $42,493, the allowance for long term investment of $190,536, and net cash used in discontinued operations of $576,994.

Cash Flows From Investing Activities

Net cash provided by investing activities of $80,683 for continuing operations for the year ended December 31, 2014 was incurred from the decreased balance of due from related parties.

Net cash used in investing activities of $1,419,679 for continuing operations for the year ended December 31, 2013 was incurred mainly from the increased borrowing of $1,355,597 to our related parties.

Cash Flows From Financing Activities

Net cash provided by financing activities of $31,404 for continuing operations for the year ended December 31, 2014 was the proceeds from related parties.

The Company used total net cash of $18,116 in financing activities for the year ended December 31, 2013. The continuing operations provided cash of $80,543 and the discontinued operations used cash of $98,659 for the year ended December 31, 2013.

General

Collectability of our account receivable for the land use right leasing is important to our continuation of operation. In addition, we have access to short and long term loans of cash from our directors or other related parties.

We have no discontinued operations for the year ended December 31, 2014.

The Company received repayment of $80,683 from related parties and borrowed $31,404 from related parties for the year ended December 31, 2014.

Our current assets decreased by $162,739 and total assets increased by $212,268 respectively. The decreased current assets were resulted from our sharply decreased cash on hand as of December 31, 2014. And the increased total assets was mainly due to our net income of $429,045 for the year ended December 31, 2014, although exchange rate of RMB against USD depreciated from 6.0969 as of December 31, 2013 to 6.1460 as of December 31, 2014.

We have cash of $72,156 and $159,866 as of December 31, 2014 and 2013 respectively. The significant decrease of cash balance was partially due to the fact that we did not receive any cash for our business for the year ended December 31, 2014.

However, we believe that we have sufficient cash to fund operations for the next twelve months.

FINANCING

We anticipated that cash generated from operating activities will be sufficient to sustain our daily operations for the next twelve months.

INFLATION

Our management believes that inflation did not have a material effect on our results of operations in 2014.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

None.

BASIS OF PRESENTATION

The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC ("PRC GAAP"), the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company to present them in conformity with US GAAP.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial conditions and results of operations are based on our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities to comply with generally accepted accounting principles. We base our estimates on historical experience and on various other assumptions that we believe are 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 could differ from our estimates, which would affect the related amounts reported in our financial statements.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimates are made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the significant estimates and assumptions which are used in the preparation of the consolidated financial statements and affect our financial condition and results of operations.

The Company recognizes revenue when the earnings process is complete, both significant risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.

We are currently leasing the land use right to Huanghe Bay Springs Lake Theme Park Ltd., a related company with the same controlling person, for the development and operation of a theme park. We generally collect the annual rent every year, and then recognize land use right leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

We also supply electricity power by the solar PV energy segment. The electricity revenue is earned and recognized upon transmission of electricity to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a related company with the same controlling person, or the power grid controlled and owned by the respective regional or provincial grid companies.

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.

Our related parties are the following individuals and entities: (i) Mr. Wang Sheng Li (a director of the Company), Mr. Chen Weidong (our President, Chief Executive Officer and Chairman of the Board), Ms Li Ping (a director of the Company), and Ms. Chen Min (a director of the Company), all of whom are shareholders of the Company; (ii) Mr. Zhang Hong Jun, who is currently a director and controlling shareholder of the Company; (iii) Ms. Li Ping (our Chief Financial Officer and who has the same name with our Director Ms. Li Ping); and (iv) the following companies: Du Kang Liquor Development Co., Ltd., Huitong World Property Superintendent Company, Xi Deng Hui Development Stock Co., Ltd., Zhongke Lvxiang Development Stock Co., Ltd., Shaanxi Du Kang Liquor Group Co., Ltd., Shaanxi Bai Shui Du Kang Brand Management Co., Ltd., Shaanxi Changjiang electricity & new energy Co., Ltd., Shaanxi Huanghe Bay Springs Lake Theme Park Ltd., Shaanxi Changfa Industrial Co., Ltd., Shaanxi Tangrenjie Advertising Media Co., Ltd and Zhongke Aerospace , Shaanxi East Mining Co., Ltd., Agriculture Development Stock Co., Ltd., Shaanxi Du Kang Wine Trading Co., Ltd & Heyang County Huanghe Bay Resort Hotel Co., Ltd.

Cash flows from due from related parties are classified as cash flows from investing activities. Cash flows from due to related parties are classified as cash flows from financing activities.

FINANCIAL INSTRUMENTS

We do not employ derivative financial instruments and have no foreign exchange contracts. Our financial instruments are primarily cash and cash equivalents, but also include receivables, payables, long term debt, and short term notes. We do not try to manage risk of foreign exchange rates or engage in hedging activities.

FOREIGN EXCHANGE RATES

All of our sales are in the Chinese currency, RMB, but our financial reporting is in U. S. dollars. We are therefore subject to fluctuations in foreign exchange rates in our reports. There can be no assurance that changes in foreign exchange rates will not have a material adverse impact on our financial reporting and a negative effect on the prices of our securities.

Foreign currency translation gain or loss is reported as other comprehensive income in the consolidated statements of operations and comprehensive loss and stockholders’ equity. The translation loss recorded for the years ended December 31, 2014 was $102, 835, and the translation gain for the year ended December 31, 2013 were $437,576. The equity accounts were stated at their historical rate.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and supplementary data filed as part of this report are set forth beginning on page 39 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

In connection with the preparation of this Annual Report on Form10-K, an evaluation was carried out by the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2014.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework and Internal Control over Financial Reporting-Guidance for Smaller Public Companies. As a result of this assessment, management identified a material weakness in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We note the following deficiencies that management believes to be material weaknesses:

a)	Various members of the Company’s executive management are also members of its board of directors, including the board’s chairman. This situation prevents a truly independent review of the actions of the Company’s management.
b)	The Company does not have an independent audit committee to oversee the external financial reporting process and the internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002. This, in combination with the lack of an independent board of directors, creates a material weakness in the oversight of the Company’s management, its internal control and its financial reporting process.
c)	The Company does not have sufficient knowledge of all the necessary financial statement disclosures that are required to be made in accordance with US GAAP.

Based on the material weakness described above, management has concluded that, as of December 31, 2014, the Company's internal control over financial reporting was not effective based on the criteria in internal control - Integrated framework issued by the COSO.

The Company intends to take the following steps as soon as practicable to remediate the material weakness we identified as follows:

1.	We intend to recruit independent directors such that at least a majority of our Board is independent.
2.	We intend to constitute audit, nominating and compensation committees comprised entirely of independent directors and to adopt committee charters for those committees, in accordance with the corporate governance standards of the New York Stock Exchange. We intend that at least one member of our Audit Committee will qualify as an “Audit Committee financial expert.”

Changes in Internal Controls over Financial Reporting

There has been no significant change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)- 15(f) of the Exchange Act) that occurred during the year ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors, Executive Officers and Key Employees

The following table sets forth the directors, executive officers and key employees of the Company as of December 31, 2014.

POSITION AND OFFICE

*NAME*	*AGE*	*POSITION AND OFFICE HELD WITH THE COMPANY*

Chen Wei Dong	44	President, Chief Executive Officer and Chairman of the Board
Zhang Hong Jun	47	Director
Wang Sheng Li	47	Director
Li Ping	52	Chief Financial Officer
Li Ping	40	Director
Tian Hai Long	41	Director
Chen Min	39	Director

Board of Director Independence

We intend to comply with the rules of the New York Stock Exchange governing director independence, although our stock is not listed on the New York Stock Exchange. As of December 31, 2014 none of our directors qualified as independent director under the rules of the New York Stock Exchange, because each director is involved in an employee or executive management function with the Company. Further, as of December 31, 2014 we did not have a lead independent director.

Biographical Information of Directors, Officers and Key Employees of the Company

Listed below is biographical information for each of the directors and executive officers of the Company, including their principal occupations during the five (5) years ended December 31, 2014, and other affiliations. None of our officers, directors, promoters or control persons has filed or been involve for the past ten years in any of the events listed in item 401(f) of Regulation S-K. No family relationships exist between any of our executive officers and directors.

Chen Wei Dong – President, Chief Executive Officer and Chairman of the Board

Mr. Chen is the President, Chief Executive Officer and Chairman of our board of directors. He has served in these functions since March 2006. From 2001 to January 2006, he served as the General Manager of Du Kang Trading Company, a distributor of alcoholic beverages. Mr. Chen graduated from China’s Northwestern University majoring in Enterprise Management. We believe Mr. Chen’s qualifications to serve on our board of directors include his expertise in business and corporate strategy, and his knowledge regarding our Company and industry.

Zhang Hong Jun – Director

Mr. Zhang has been a director of our Company since August 2006. In 2000, he was named to serve as the Executive Commissioner of the Shaanxi Federation of Industry & Commerce, an academician of the China Academy of Management of Science, the Shaanxi Deputy of the National People’s Congress, a member of the Shaanxi Executive Commission of the Political Consultation Committee, and the Vice Chairman of the Beijing Federation of Shaanxi Commerce. From February 2002 to May 2006, Mr. Zhang served as Chairman and CEO of Shaanxi Bai shui Du Kang Liquor Co., where his responsibilities included raising capital, as well as corporate culture and brand construction. Mr. Zhang received his MBA Certificate from the China Academy of Management of Science. He joined our board in August 2006. Our board believes that his entrepreneurial qualities, his governmental, political and association experience, and his business acumen offer a valuable perspective to our Company.

Wang Sheng Li – Director

Mr. Wang has been a director of our Company since March 2006. From 1998 to March 2006, he served as the general manager of Xi Deng Hui Alcohol Co. Ltd. Mr. Wang is in charge of the development and maintenance of our public relations, as well as the leasing of our real estate. Mr. Wang studied in Xi’an Petroleum University Electron Construction School, where he majored in computers. We believe that Mr. Wang’s qualifications to serve on our board of directors include his significant local community network as well as his knowledge regarding our Company and our industry.

Li Ping – Chief Financial Officer

Ms. Li has been our Chief Financial Officer since March 2008. From 2000 to 2005, she worked as CFO of China Life Insurance Company, Weinan branch. From September 2005 to January 2008, Ms. Li was a professor at China’s Northwest Business College. Ms. Li has substantial experience in financial management and in the regulations, tax system and banking business of China. Ms. Li studied in the Shaanxi Finance and Economics College from 1985 to 1991, where she majored in Finance and Economics Management. Our board of directors believes that Ms. Li’s judgment, decision making, and experience in the financial and accounting industry, provide a valuable perspective to our Company.

Tian Hai Long – Director

Mr. Tian has been a director of the Company since March 2006. From May 1998 to December 2006, he served as the marketing director in Shaan Xi Hong Yuan E-commerce Limited Co., and as marketing general manager for Shaan Xi Bai Shui Trade Limited Co. Mr. Tian participates in formulating the Company’s mineral resources market research work and establishing our network database for minerals logistics. He studied in Xi’an Technological University Electronic Information School, where he majored in e-commerce and marketing management. We believe Mr. Tian’s qualifications to serve on our board of Directors include his extensive experience in marketing as well as his knowledge of our Company and industry.

Chen Min – Director

Ms. Chen was appointed as a director of the Company in September 2006. She was in charge of item funds management and budget in a bridge design Company from March 2000 to September 2006. She worked in a national machinery manufacturing enterprise from 1997 to 2000. She obtained a bachelor degree from the Northern West University in Financial and foreign exchange management in 1996. We believe that Ms. Chen’s qualifications to serve on our board of directors include her strong social network as well as her knowledge regarding our Company and our industry.

Li Ping – Director

Ms. Li has been a director of the Company since September 2006. From 2002 to 2006, she was a teacher in Shaanxi Northwest Metallurgy College. She graduated from Shaanxi Metallurgy College in 1992 and majored in Metallurgy. We believe that Ms. Li’s qualifications to serve on our board of directors include her strong social network as well as her knowledge regarding our Company and our industry.

Audit Committee

We did not have an audit committee at December 31, 2014, and we are in the process of developing one.

Code of Ethics

We have adopted a code of ethics (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:

·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

·	Full, fair, accurate, timely and understandable disclosure in reports and documents that registrant files with, or submits to, the Commission and in other public communications made by the registrant

·	Compliance with applicable governmental laws, rules and regulations The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code

·	Accountability for adherence to the code.

Stockholders may request a copy of the Code of Ethics, which will be provided without charge, by writing to: China Changjiang Mining & New Energy Co., Ltd., 17th Floor, Xinhui Mansion, Gaoxin Road, Hi-Tech Zone, Xi’An, P.R. China, 710075.

We are in the process of reviewing and updating our Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires each director, officer and individual beneficially owning more than 10% of a registered security of the Company, to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of the Company. To the best of our knowledge, no reports required to be filed by Section 16(a) of the Exchange Act were untimely during fiscal 2014.

ITEM 11. EXECUTIVE COMPENSATION.

The following table and the accompanying notes provide detailed information for each of the last two fiscal years ended 2014 and 2013 concerning cash and non-cash compensation paid or accrued to our named executive officers.

Name and principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Chen Weidong	2013	109,834	-	-	-	-	-	-	109,834
(Chairman of Board and CEO)	2014	110,647	-	-	-	-	-	-	110,647
Li Ping	2013	11,306	-	-	-	-	-	-	11,306
(Chief Financial Officer)	2014	11,390	-	-	-	-	-	-	11,390

Compensation paid in RMB has been converted at the rate of $1USD = 6.1457RMB.

Summary Compensation Table — Fiscal Years Ended December 31, 2014 and 2013

Director Compensation

In 2014, all directors were company employees and received no compensation for service as directors. We reimbursed the directors for any expenses incurred in connection with their duties as directors.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2014, none of our executive officers served as a member of a compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of our board of directors.

Stock Option Plan

We have not implemented a stock option plan at this time and have issued no stock options, SARs or other equity compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of our common stock as of December 31, 2014 for:

·	Each stockholder, or group of affiliated stockholders, who we know beneficially to own more than 5% of the outstanding shares of our common stock;

·	Each of our current directors;

·	Each of our executive officers; and Each of our current directors and current executive officers as a group.

Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. We believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

The number of shares and percentages of beneficial ownership set forth below are based on 64,629,559 shares of common stock outstanding as of March 30, 2015, which gives effect to our 1-for-10 reverse split of our common stock and the conversion of all outstanding shares of Series C Preferred Stock into 609 million shares of common stock.

*Name and Address of Beneficial Owner (1)*	Number of shares Beneficially owned		Percentage

Executive Officers and Directors
Chen Wei Dong		608,549		0.95	%
Zhang Hong Jun		35,174,152		54.43	%
Wang Sheng Li		7,442,558		11.52	%
Li Ping		6,079,408		9.41	%
Tian Hai Long		6,079,408		9.41	%
Chen Min		5,470,859		8.47	%
Li Ping		-		-	%
Officers and Directors as a Group (7 people)		60,854,934		94.19	%

_____________

(1)	The address for each beneficial owner is Seventeenth Floor, Xinhui Mansion, Gaoxin Road Hi-Tech Zone, Xi’An P.R. China 71005.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTIES TRANSACTIONS.

Loans from/to Related Parties

Our related parties are the following individuals and entities: (i) Mr. Wang Sheng Li (a director of the Company), Mr. Chen Weidong (our President, Chief Executive Officer and Chairman of the Board), Ms. Li Ping (a director of the Company), and Ms. Chen Min (a director of the Company), all of whom are shareholders of the Company; (ii) Mr. Zhang Hong Jun, who is currently a director of the Company; (iii) Ms. Li Ping (our Chief Financial Officer and who has the same name with our Director Ms. Li Ping); and (iv) following companies: Du Kang Liquor Development Co., Ltd., Huitong World Property Superintendent Company, Xi Deng Hui Development Stock Co., Ltd., Zhongke Lvxiang Development Stock Co., Ltd., Shaanxi Du Kang Liquor Group Co., Ltd., Shaanxi Bai Shui Du Kang Brand Management Co., Ltd., Shaanxi Changjiang Electricity & New Energy Co., Ltd., Shaanxi Huanghe Bay Springs Lake Theme Park Ltd., Shaanxi Changfa Industrial Co., Ltd., Shaanxi Tangrenjie Advertising Media Co., Ltd. and Zhongke Aerospace, Shaanxi East Mining Co., Ltd & Agriculture Development Stock Co.,Ltd., Shaanxi Du Kang Wine Trading Co., Ltd. and Heyang County Huanghe Bay Resort Hotel Co., Ltd.

As of December 31, 2014, the related parties , all of which were subject to the same controlling person with the Company, owed the Company $6,609,329, for advances made on an unsecured basis, repayable on demand, as follows:

	December 31,		December 31,
	2014		2013
Du Kang Liquor Development Co., Ltd.	$	813,537	$	820,089	Interest free.
Shaanxi Du Kang Liquor Group Co., Ltd.		1,246,025		1,337,388	benchmark lending rate over the same period
Zhongke Aerospace & Agriculture Development Stock Co., Ltd.		459,649		463,350	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd.		3,660,918		2,460,267	Interest free
Shaanxi Changfa Industrial Co., Ltd.		374,227		377,241	Interest free
Shaanxi East Mining Co., Ltd.		22,779		22,962	Interest free
Shaanxi Tangrenjie Advertising Co. (Previously “Shaanxi Changjiang Zhongxiayou Investment Co., Ltd.)		5,288		5,331	Interest free
Heyang County Huanghe Bay Resort Hotel Co., Ltd.		26,906		-	Interest free
Total	$	6,609,329	$	5,486,628

The balance of $1,246,025 represents the loan to the related parties, Shaanxi Du Kang Liquor Group Co., Ltd., which are unsecured, repayable on demand. These loans bear interest in the benchmark lending rate over the same period.

The balance of $3,660,918 from Shaanxi Huanghe Bay Springs Lake Theme Park Ltd. was the receivable of rent for land use right, and the balance of $26,906 from Heyang County Huanghe Bay Resort Hotel Co., Ltd. was the receivable revenue for solar PV business as of December 31, 2014.

The remaining balances of $1,675,480 are the loans to the related parties, which are interest free, unsecured and repayable on demand.

As of December 31, 2014, the Company owed an aggregate of $3,391,992 to three stockholders, for a loan made on an unsecured basis, repayable on demand and interest free, as follows.

	December 31, 2014		December 31, 2013

Due to Wang Sheng Li	$	1,795,296	$	1,809,755
Due to Zhang Hong Jun		987,147		995,096
Due to Chen Min		609,549		613,470
	$	3,391,992	$	3,418,321

We transferred 30% equity of East Mining to Mr. Zhang Hong Jun, with a consideration of $442,848 (RMB 2,700,000), on December 30, 2013.

We transferred 30% equity of East Mining to Mr. Wang Sheng Li, with a consideration of $442,848 (RMB 2,700,000), on December 30, 2013.

The Company owed the following related companies an aggregate of $3,275,191, as of December 31, 2014, which is interest free, unsecured and repayable on demand. These related companies and the Company were subject to the same controlling person.

	December 31, 2014		December 31, 2013

Due to Huitong World Property Superintendent Co.	$	406,769	$	410,044
Due to Zhongke Lvxiang Development Stock Co., Ltd.		1,138,952		1,148,124
Due to Shaanxi Changjiang Electricity & New Energy Co., Ltd.		-		203,525
Shaanxi East Mining Co., Ltd.		1,701,956		1,700,901
Due to Baishui Du Kang Brand Management Co., Ltd.		9,762		9,841
Due to Shaanxi Xidenghui Technology Co., Ltd.		993		1,002
Due to Shaanxi Dukang Liquor Trading Co., Ltd.		16,759		-
Total	$	3,275,191	$	3,473,437

Revenues from Related Parties

The Company leased the land use right to Shaanxi Huanghe Bay Springs Lake Theme Park Ltd., a company with the same controlling person as the Company, Zhang Hong Jun, and generated rent revenue of $1,220,365 at the year ended December 31, 2014.

The Company began to provide solar power to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a company with the same controlling person as the Company, Zhang Hong Jun, with revenue of $ 26,908 at the year ended December 31, 2014.

Review, Approval or Ratification of Transactions with Related Persons

The Company’s policy with regard to any transactions between the Company and a related person is that such transactions must be on terms at least as favorable to the Company as arms’-length transactions of similar types with unaffiliated third parties. Additionally, all related party transactions must be disclosed to, and considered and approved by, our board of directors prior to entering into any such transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Independent Auditors’ Fees

On August 20, 2012, we engaged MaloneBailey LLP (“MaloneBailey”), as the Company’s new independent registered public accounting firm.

The following table represents the aggregate fees billed for professional audit services rendered to MaloneBailey for the audit of our financial statements for the year ended December 31, 2014 and 2013.

	For the year ended December 31, 2014		For the year ended December 31, 2013
Audit Fees (1)	$	45,000	$	45,000
Audit-Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total Accounting Fees and Services	$	45,000	$	45,000

_________________

(1)	Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.
(3)	Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
(4)	All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy for Audit and Non-Audit Services

We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered to us by MaloneBailey have been pre-approved by our Board of Directors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of or incorporated by reference into this 10K:

(a)(1)	Consolidated Financial Statements: The index of the consolidated financial statements contained herein is set forth on page F-1 hereof.

(a)(2)	Financial Statement Schedule: All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

(b)	Exhibits Required by Item 601 of Regulation S-K:

*Number*	*Exhibit Description*	*Footnote Reference*

3.1	Articles of Incorporation (filed as Exhibit 3.1 to the Form 10-K for 2011)	(2)

3.2	Bylaws (filed as Exhibit 3.2 to the Form 10-K for 2011)	(2)

10.1	Plan of Exchange dated May 30, 2007 by and among North American Gaming and Entertainment Company, and SHAANXI CHAN JIANG SI YOU NENG YUAN FA ZHANG GUFENG YOU XIAN GONG SI (filed as Exhibit 10.1 the Company’s Form 8-K filed on February 6, 2008)	(1)

10.2	Lock Up Agreement among North American Gaming and Entertainment Company, E H. Hawes Trust, E. H. Hawes, II, Richard P. Crane and Daryl Case (filed as Exhibit 10.2 the Company’s Form 8-K filed on February 6, 2008)	(1)

10.3	Lock-up Agreement (filed as Exhibit 10.3 the Company’s Form 8-K filed on February 6, 2008)	(1)

10.4	Mining Exploration Certificate (filed as Exhibit 10.4 the Company’s Form 8-K filed on February 6, 2008)	(1)

10.5	Land Use Right (filed as Exhibit 10.5 the Company’s Form 8-K filed on February 6, 2008)	(1)

10.6	Lease Agreement	(1)

10.7	Transfer Contract for the Guojialing - Jiaoshanzhai Lead & Zinc Exploration rights in Xunyng County, Shaanxi Province dated June 1, 2012 with Xunyang Yongjin Mining Co., Ltd to transfer the exploration rights (filed as Exhibit 10.7 to the Form 10-K for 2011)	(2)

14	Code of Ethics (filed as Exhibit 14 to the Form 10-K for 2011)	(2)

21	Subsidiaries (filed as Exhibit 21 to this Form 10-K)	*

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase

101.DEF*	XBRL Taxonomy Extension Definition Linkbase

101.LAB*	XBRL Taxonomy Extension Label Linkbase

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.	*

31.2	Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.	*

32.1	Certification of Chief Executive Officer and Chief Financial Officer under 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*

_______________

* Filed herewith.

(1)

Incorporated by reference from the Information Statement on Form 8-K of North American Gaming and Entertainment Company filed with the Securities and Exchange Commission on February 6, 2008.

(2)

Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2011 of the Company filed with the Securities and Exchange Commission on February 26, 2013.

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

China Changjiang Mining &New Energy Co., Ltd.

We have audited the accompanying consolidated balance sheets of China Changjiang Mining & New Energy Co., Ltd. and its subsidiaries (collectively, the "Company") as of December 31, 2014 and 2013, and the consolidated statements of income and comprehensive income, shareholders' equity and cash flows for the years then ended. The consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Changjiang Mining & New Energy Co., Ltd. and its subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 30, 2015

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2014 AND 2013

(Stated in US Dollars)

	December 31,		December 31,
	2014		2013
ASSETS
Current assets
Cash and cash equivalents	$	72,156	$	159,866
Other current assets and prepayments (Note 3)		80,535		155,564
Total Current Assets		152,691		315,430

Property, plant and equipment, net (Note 4)		314,480		378,625
Land use rights, net (Note 5)		16,323,725		16,875,045
Long-term investment (Note 6)		-		132,229
Due from related parties (Note 7)		6,609,329		5,486,628
TOTAL ASSETS	$	23,400,225	$	23,187,957

See accompanying notes to the consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD

CONSOLIDATED BALANCE SHEETS (continued)

AS OF DECEMBER 31, 2014 AND 2013

(Stated in US Dollars)

	December 31,			December 31,
	2014			2013
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities
Other payables and accrued liabilities (Note 8)		419,235			353,494
Total Current Liabilities		419,235			353,494
Non-current liabilities
Due to related parties (Note 9)		3,275,191			3,473,437
Due to shareholders (Note 10)		3,391,992			3,418,321
Payable on acquisition of a subsidiary (Note 11)		-			2,049,066
Total Long-term Liabilities		6,667,183			8,940,824

SHAREHOLDERS’ EQUITY
Series C convertible preferred stock ($0.01 par value,10,000,000 shares authorized, no shares outstanding as of December 31, 2014 and December 31, 2013)		-			-
Common stock ($0.01 par value, 250,000,000 shares authorized, 64,629,559 shares issued and outstanding as of December 31, 2014 and December 31, 2013)		646,295			646,295
Treasury stock		(489,258	)		(489,258	)
Additional paid-in capital		15,410,640			13,316,682
Retained earnings		(2,902,291	)		(3,325,983	)
Non-controlling interests		1,102,122			1,096,769
Accumulated other comprehensive income		2,546,299			2,649,134
TOTAL SHAREHOLDERS’ EQUITY		16,313,807			13,893,639
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	23,400,225		$	23,187,957

See accompanying notes to the consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Stated in US Dollars)

	For the year Ended December 31,			For the year Ended December 31,
	2014			2013

Sales revenue - related party (Note 12)	$	1,247,273		$	1,211,397
Cost of revenue		68,340			67,838
Gross Profit		1,178,933			1,143,559

Operating expenses (income)
Administrative expenses		230,709			320,075
Bad debt expense		46,374			-
Depreciation		55,324			37,951
Amortization		416,527			414,416
Total operating expenses		748,934			772,442

Income from operations		429,999			371,117

Other Income (Expenses)
Interest income		3,376			13,840
Interest expenses		-			(1,015	)
Gain on written off of Notes payable		-			434,137
Allowance for long term investment		-			(183,429	)
Other expenses		(4,330	)		(9,608	)
Total Other Income		(954			253,925

Income before tax		429,045			625,042
Income tax expense (benefit)		-			-
Income on continuing operations		429,045			625,042

Income on discontinued operations		-			1,693,219

Net Income	$	429,045		$	2,318,261

Net income attributable to:
Non-controlling interests		5,353			697,791
Common Stockholders		423,692			1,620,470

Other comprehensive income/(loss)
Foreign currency translation adjustments		(102,835	)		437,576
Total Comprehensive Income	$	326,210		$	2,755,837

Weighted average shares-Basic		64,629,559			64,629,559
Weighted average shares-Diluted		64,629,559			64,629,559
Earnings per share,
Basic		0.01			0.04
Diluted		0.01			0.04

See accompanying notes to the consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Stated in US Dollars)

	Common Stock				Treasury Stock					Additional			Non-			Accumulated Other						Total
	No. of Shares		Amount		No. of Shares		Amount			Paid-in Capital			Controlling Interest			Comprehensive Income			Retained Earnings			Shareholder's Equity

Balance as of December 31, 2012		64,629,559	$	646,295		17,572,494	$	(489,258	)	$	13,916,844		$	1,389,550		$	2,211,558		$	(4,946,453	)	$	12,728,536
Apportionment of loss to non-controlling interest														697,791						(697,791	)		-
Net income for the year ended December 31, 2013																				2,318,261			2,318,261
Discontinued a subsidiary											(600,162	)		(990,572	)								(1, 590,734)
Foreign currency translation gain																	437,576						437,576
Balance as of December 31, 2013		64,629,559		646,295		17,572,494		(489,258	)		13,316,682			1,096,769			2,649,134			(3,325,983	)		13,893,639
Apportionment of loss to non-controlling interest		-		-		-		-			-			5,353			-			(5,353	)		-
Net income for the year ended December 31, 2014																				429,045			429,045
Extinguishment of liability to related party											2,093,958												2,093,958
Foreign currency translation loss		-		-		-		-			-			-			(102,835	)		-			(102,835)
Balance as of December 31, 2014		64,629,559	$	646,295		17,572,494	$	(489,258	)	$	15,410,640		$	1,102,122		$	2,546,299		$	(2,902,291	)	$	16,313,807

See accompanying notes to the consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Stated in US Dollars)

	For Year Ended December 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	429,045		$	2,318,261
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations		-			(1,693,219	)
Depreciation and amortization		471,851			447,372
Notes payable		-			(434,137	)
Allowance for doubtful accounts		46,374
Allowance for long-term investment		-			190,536
Changes in operating assets and liabilities:
Due from Huanghe Bay		(1,247,273	)		(1,230,133	)
Other current assets and prepayments		27,416			42,493
Other payables and accrued liabilities		68,568			138,442
CASH USED IN CONTINUING OPERARATIONS		(204,019	)		(220,385	)
CASH USED IN DISCONTINUED OPERARATIONS		-			(576,994	)
NET CASH USED IN OPERATING ACTIVITIES		(204,019	)		(797,379	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		-			(64,082	)
Due from related parties		80,683			(1,355,597	)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES - CONTINUING OPERATIONS		80,683			(1,419,679	)
CASH PROVIDED BY INVESTING ACTIVITIES - DISCONTINUED OPERATIONS		-			569,210
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		80,683			(850,469	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		31,404			87,558
Repayment to shareholders		-			(7,015	)
CASH PROVIDED BY FINANCING ACTIVITIES - CONTINUING OPERATIONS		31,404			80,543
CASH USED IN FINANCING ACTIVITIES - DISCONTINUED OPERATIONS		-			(98,659	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		31,404			(18,116	)
Effect of exchange rate changes on cash and cash equivalents		4,222			62,449

NET DECREASE IN CASH		(87,710	)		(1,603,515	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	$	159,866		$	1,763,381
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	72,156		$	159,866

Supplementary Disclosures for Cash Flow Information:
Income taxes paid	$	-		$	-
Interest expense paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Netting off LT investment with due to related party	$	140,637		$	-
Extinguishment of liability to related party	$	2,093,958		$	-
Equity transfer consideration offset with due to shareholders	$	-		$	885,696

See accompanying notes to the consolidated financial statements

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

The Company was incorporated under the laws of the State of Delaware in 1969.

Hong Kong Wah Bon Enterprise Limited ("Wah Bon") was incorporated in Hong Kong on July 7, 2006 as an investment holding company.

Shaanxi Pacific New Energy Development Company Limited ("Shaanxi Pacific") was incorporated as a limited liability company in the People's Republic of China ("PRC") on July 20, 2007 as an investment holding company.

Shaanxi Changjiang Mining & New Energy Co., Ltd (“Shaanxi Changjiang”) (formerly Weinan Industrial and Commercial Company Limited) was incorporated as a limited liability company in the PRC on March 19, 1999. The Company became a joint stock company in January 2006 with its business activities in investment holding and the development of a theme park in Xi’An, PRC.

In August 2005, Shaanxi Changjiang contributed land use rights valued at $7,928,532 in lieu of cash to the registered capital of Huanghe representing 92.93% of the equity of Huanghe. Huanghe was incorporated as a limited liability company in the PRC on August 9, 2005 as Shaanxi Changjiang Petroleum and Energy Development Co., Limited and is engaged in the development of a theme park in Huanghe Bay (Huanghe Nantan), Heyang County, Shaanxi Province, PRC.

On February 5, 2007, Shaanxi Changjiang entered into an agreement with a third party to acquire 40% of the equity interest in East Mining Company Limited ("East Mining") for $3,117,267 in cash. East Mining is engaged in exploration for lead, zinc and gold for mining in Xunyan County, Shaanxi Province, PRC.

On March 22, 2007, Shaanxi Changjiang entered into an agreement with the majority shareholder of Shaanxi Changjiang to exchange its 92.93% interest in Huanghe for a 20% equity interest in East Mining owned by this related party.

On August 15, 2007, 97.2% of the shareholders of Shaanxi Changjiang entered into a definitive agreement with Shaanxi Pacific and the stockholders of Shaanxi Pacific in which they disposed their ownership in Shaanxi Changjiang to Shaanxi Pacific for 98% of ownership in Shaanxi Pacific and cash of $1,328,940 payable on or before December 31, 2007.

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

On May 30, 2007, amended to July 5, 2007, North American Gaming and Entertainment Corporation (“North American”) entered into a Material Definitive Agreement, pursuant to which the shareholders of Shaanxi Changjiang exchanged all their shares in Shaanxi Changjiang for 500,000 shares of series C convertible preferred stock ("series C shares") in North American which carried the right of 1,218 votes per share and was convertible to 609,000,000 common shares. In connection with the exchange, Shaanxi Changjiang also delivered $370,000 to North American and certain non-affiliates of North American will transfer to North American or its designee a total of 3,800,000 shares of common stock, par value of $0.01 per share, of North American which had been held for longer than 2 years by such non-affiliates, in exchange for the issuance by North American to each of such non-affiliates of 2,250,000 shares of common stock of North American. Issued and outstanding share of series C preferred stock were automatically converted into that number of fully paid and non-assessable shares of common stock based upon the conversion rate upon the filing by the Company of an amendment to its Certificate of Incorporation, increasing the number of authorized shares of common stock to 800,000,000 shares, changing the Company's name to China Changjiang Mining & New Energy Co. Limited and implementing a one for ten reverse stock split. The transaction was closed on February 4, 2008 and Wah Bon became a wholly owned subsidiary of North American.

There was a 10 to 1 reverse stock split for the Company’s common stock during December 2009 and all the shares information are retroactively restated to reflect the reverse stock split. The Company will affect the reverse stock splits upon obtaining regulatory approval. The preferred stock holders will not convert their C convertible preferred stock until after the completion of the reverse stock split.

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 members have limited liability for the obligations or debts of the entity.

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, (the "Closing Date") 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 controlling person, accounted for the other 49% shares.

On December 30, 2013, the Company transferred all of the 60% equity of East Mining to its common control person, Mr. Zhang Hong Jun and one of the 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.

China Changjiang, Wah Bon, Shaanxi Pacific, Shaanxi Changjiang and Changjiang PV are hereafter referred to collectively as "the Company".

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Method of Accounting

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.

(b) Principles of consolidation

The accompanying consolidated financial statements as of December 31, 2014 and 2013 consolidate the financial statements of China Changjiang and its 100% owned subsidiary Wah Bon, 100% owned subsidiary Shaanxi Pacific, 97.2% owned subsidiary Shaanxi Changjiang and 51% owned subsidiary Changjiang PV. The minority interests represent the minority shareholders' 2.8% shares of the results of Shaanxi Changjiang and 49% shares of the results of Changjiang PV.

(c) Business combinations and consolidated financial statements

The acquisition on March 22, 2007, which Shaanxi Changjiang entered into an agreement with the majority stockholder of Shaanxi Changjiang to exchange its 92.93% interest in Huanghe for 20% equity interest in East Mining owned by this related party; the acquisition on August 15, 2007, which 97.2% of the stockholders of Shaanxi Changjiang entered into a definitive agreement with Shaanxi Pacific and the stockholders of Shaanxi Pacific pursuant to which they disposed their ownership in Shaanxi Changjiang to Shaanxi Pacific for 98% of ownership in Shaanxi Pacific; The acquisition on September 2, 2007, in which Wah Bon acquired 100% ownership of Shaanxi Pacific at a consideration of $128,205 in cash; and the stripping off of East Mining on December 25, 2013 were all accounted for as a reorganization of entities under common control.

(d) Basis of Presentation

The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

(e) Economic and Political Risks

The Company's operations are conducted in the PRC and involve risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(f) Use of Estimates

In preparing of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of plant and machinery. Actual results could differ from those estimates.

(g) Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, notes receivable and amounts due from a related party. The Company places its cash with financial institutions with high-credit ratings and quality. In addition, the Company conducts periodic reviews of the related party financial conditions and payment practices.

(h) Cash and Cash Equivalents

The Company considers all highly liquid investments with initial maturities of three months or less to be cash equivalents.

(i) Property, plant and equipment

Property, plant and equipment, are stated at cost less depreciation and amortization and accumulated impairment loss. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives. Estimated useful lives are as follows:

Machinery		5 years
Motor vehicles		10 years
Furniture and office equipment		5 years

(j) Intangible assets

All land belongs to the State in PRC. Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for an initial period of 50 years or 70 years, respectively. The land use right can be sold, purchased, and exchanged in the market. The successor owner of the land use right will reduce the amount of time which has been consumed by the predecessor owner.

We acquired the 5.71 sq.km land use right parcel, located in Heyang Country, Shaanxi Province in 2005. Our land use rights are amortized over their fifty year term from October 2001 to October 2051. We have leased our land use right to Huanghe, a related party, and began to generate rent revenue from the year ended December 31, 2011.

(k) Impairment of long-lived assets

The Company accounts for impairment of property and equipment and amortizable intangible assets in accordance with ASC 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value. There was no impairment of long-lived assets for the years ended December 31, 2014. The Company accrued a provision of $183,429 for its long-term investment to Shaanxi Changjiang Electricity & New Energy Co., Ltd. at the year ended December 31, 2013. And the Company disposed the remaining net value of $132,229 for the year ended December 31, 2014.

(l) Equity-method investment

An affiliated company over which the Company has the ability to exercise significant influence, but does not have a controlling interest is accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, and other factors, such as representation on the investee’s Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. The Company’s share of earnings of equity affiliate is included in the accompanying consolidated statements of operations below provision for income taxes.

(m) Fair value of financial instruments

The Company adopted ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) (formerly SFAS No. 157, “Fair Value Measurements”), ASC 820 use of financial instruments Intangible Assets" and "Accounting for Impairment or Disposal of Long-Lived Assets" ("SFAS No. 142 and 144"). ASC Topic 820 defines fair value, establishes a three level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables qualify as financial instruments. Management concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

It is management’s opinion that as of December 31, 2014, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

(n) Foreign Currency Translation

The Group maintains its consolidated financial statements in the functional currency. The functional currency of the Company is US dollar (“USD”), the functional currency of "Wah Bon" is Hong Kong dollar (“HKD”), and the functional currency of "Shaanxi Pacific", "Shaanxi Changjiang" and "Changjiang PV" are the Renminbi (“RMB”). 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. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the consolidated financial statements of the Company, "Wah Bon", "Shaanxi Pacific", "Shaanxi Changjiang" and "Changjiang PV" which are prepared using the functional currency have been translated into United States dollars (“USD”). Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Exchange rates applied for the foreign currency translation during the period are as follows:

USD to RMB

	December 31, 2014	December 31, 2013
Period end US$ : RMB exchange rate	6.1460	6.0969
Average periodic US$ : RMB exchange rate	6.1457	6.1912

USD to HKD

	December 31, 2014	December 31, 2013
Period end US$ : UHK exchange rate	7.7580	7.7555
Average periodic US$ : UHK exchange rate	7.7519	7.7542

(n) Foreign Currency Translation (Continued)

HK$ is pegged to US$ and hence there is no significant translation adjustment impact on these consolidated financial statements.

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(o) Related Party

Cash flows from due from related parties are classified as cash flows from investing activities. Cash flows from due to related parties are classified as cash flows from financing activities.

(p) Revenue Recognition

The Company currently leased the land use right to Huanghe Bay Springs Lake Theme Park Ltd., a related company, for the development and operation of a theme park. The Company generally collects the annual rent every year, and then recognizes land use right leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

The Company supplied electricity power by its solar PV energy segment. The electricity revenue is earned and recognized upon transmission of electricity to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a related company or the power grid controlled and owned by the respective regional or provincial grid companies.

(q) Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” codified in FASB ASC Topic 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. 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 years in which those temporary differences are expected to be recovered or settled.

ASC 740-10-25 clarifies the accounting for uncertain tax positions and requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as a component of income tax expense in the consolidated statements of income.

(r) Comprehensive Income/Loss

Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a consolidated financial statement that is presented with the same prominence as other financial statements. At present, the only component of other comprehensive income is the company’s foreign currency translation adjustment.

(s) Earning/Loss per share

Basic earning/loss per share is computed by dividing earning/loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earning/loss per share is computed in a manner similar to basic earning/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

(t) Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern”, which requires changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management does not expect the adoption of these changes to have a material impact on the Consolidated Financial Statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard for revenue recognition, Accounting Standards Codification 606 (ASC 606). The purpose of ASC 606 is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across industries. ASC 606 is effective for the Company for annual periods beginning January 1, 2017. The Company is currently evaluating the impact the adoption of this new standard will have on its financial position, results of operations, and cash flows.

In April 2014, the Financial Accounting Standards Board (FASB) issued guidance that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results are a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. The guidance is effective beginning January 1, 2015 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. The Company does not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

3. OTHER CURRENT ASSETS AND PREPAYMENTS

Other current assets and prepayments of $80,535 mainly represent the small amount advances to the employees.

4. PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment:

	December 31, 2014			December 31, 2013
Cost
Motor vehicles	$	237,471		$	257,699
EPC equipment		318,498			321,063
Office equipment		21,783			21,958
Total		577,752			600,720

Accumulated depreciation		(263,272	)		(222,095	)

Property, plant and equipment, net	$	314,480		$	378,625

Depreciation expenses for the years ended December 31, 2014 and 2013 were $55,324 and $37,951 respectively.

5. INTANGIBLE ASSET

The following is a summary of intangible asset:

	December 31, 2014				December 31, 2013

Cost of Land use right		$	20,825,318			$	20,993,030
Accumulated Amortization of Land use right			(4,501,593	)			(4,117,985	)
Intangible Asset, net		$	16,323,725			$	16,875,045

The difference for the balance of cost was mainly due to fluctuation of exchange rate of USD to RMB.

Amortization expenses were approximately $416,527 and $414,416 for the years ended December 31, 2014, and 2013, respectively.

6. LONG-TERM INVESTMENT

The balance of $132,229 as of December 31, 2013 represents net value of the 20% equity of Shaanxi Changjiang Electricity & New Energy Co., Ltd. The Company is holding 20% equity of this associated company from 2008, with an investment cost of $315,658 (RMB 2, 000,000) and impairment of $183,429 was provided at the year ended December 31, 2013.

On December 31, 2014 the Company disposed of this equity interest in exchange for a waiver of the debt of $201,899 owed to Shaanxi Changjiang Electricity & New Energy Co., Ltd., and the balance of long-term investment was zero at the year ended December 31, 2014 (refer to Note 17).

7. DUE FROM RELATED PARTIES – NON-CURRENT

The balance of $6,609,329 due from related parties represents the loan borrowed from related parties, which are unsecured and repayable on demand.

Due from related parties consists of the following.

	December 31, 2014			December 31, 2013
Du Kang Liquor Development Co., Ltd.	$	813,537	$	820,089	Interest free
Shaanxi Du Kang Liquor Group Co., Ltd.		1,246,025		1,337,388	Bear interest in the benchmark lending rate over the same period
Zhongke Aerospace & Agriculture Development Stock Co., Ltd.		459,649		463,350	Interest free
Shaanxi Huanghe Bay Springs Lake Theme Park Ltd.		3,660,918		2,460,267	Interest free
Shaanxi Changfa Industrial Co., Ltd.		374,227		377,241	Interest free
Shaanxi East Mining Co., Ltd.		22,779		22,962	Interest free
Shaanxi Tangrenjie Advertising Co. (Previously “Shaanxi Changjiang Zhongxiayou Investment Co., Ltd.)		5,288		5,331	Interest free
Heyang County Huanghe Bay Resort Hotel Co., Ltd.		26,906		-	Interest free
Total	$	6,609,329	$	5,486,628

8. OTHER PAYABLES AND ACCRUED EXPENSES

The following is a summary of other payables and accrued liabilities:

	December 31, 2014		December 31, 2013

Tax payable	$	273,358	$	206,681
Salary and welfare payable		318		321
Other payable		145,559		146,492
	$	419,235	$	353,494

9. DUE TO RELATED PARTIES

The balance of $3,275,191 due to related parties represents the loan owed to related parties, which are interest free, unsecured and repayable on demand twelve months after December 31, 2014.

Due to related parties consists of the following.

	December 31, 2014		December 31, 2013

Due to Huitong World Property Superintendent Company	$	406,769	$	410,044
Due to Zhongke Lvxiang Development Stock Co., Ltd		1,138,952		1,148,124
Due to Shaanxi Changjiang Electricity & New Energy Co., Ltd		-		203,525
Due to Shaanxi East Mining Co., Ltd		1,701,956		1,700,901
Due to Baishui Du Kang Brand Management Co., Ltd		9,762		9,841
Due to Shaanxi Xidenghui Technology Co. Ltd.		993		1,002
Due to Shaanxi Dukang Liquor Trading Co., Ltd.		16,759		-
Total	$	3,275,191	$	3,473,437

10. DUE TO SHAREHOLDERS

The balance of $3,391,992 due to shareholders represents the loan owed to the shareholders, which are interest free, unsecured and repayable on demand twelve months after December 31, 2014.

Due to shareholders consists of the following.

	December 31, 2014		December 31, 2013

Due to Wang Sheng Li	$	1,795,296	$	1,809,755
Due to Zhang Hong Jun		987,147		995,096
Due to Chen Min		609,549		613,470
	$	3,391,992	$	3,418,321

The Company transferred 30% equity of East Mining to Mr. Zhang Hong Jun, with a consideration of $442,848 (RMB 2,700,000), on December 30, 2013. The balance of $995,096 as of December 31, 2013 and the balance of $987,147 as of December 31, 2014 represent the result after offsetting the due from amount of $442,848.

The Company transferred 30% equity of East Mining to Mr. Wang Sheng Li, with a consideration of $442,848 (RMB 2,700,000), on December 30, 2013. The balance of $1,809,755 as of December 31, 2013 and the balance of $1,795,296 as of December 31, 2014 represent the result after offsetting the due from amount of $442,848.

The transfer of East Mining is a transaction between entities under common control. No gain or loss is recognized for the transaction.

11. PAYABLE ON ACQUISITION OF A SUBSIDIARY

The payable of $2,049,066 (RMB 12,492,950) to a third party on acquisition of a subsidiary as of December 31, 2013 was a portion of the total acquisition consideration of $3,117,267 for 40% equity interest in East Mining Company Limited on February 5, 2007.

On December 31, 2014, the third party obligee, who held 2.75% equity interest of the Company, disclaimed the right to collect this remaining amount of $2,049,066. The balance of payable on acquisition of a subsidiary was zero as of December 31, 2014.

The extinguishment of the payable on acquisition of a subsidiary is related to the disposal of the East Mining as disclosed in Footnote 10 and is deemed as part of the transaction between entities under common control. No gain is recognized for the transaction. Instead, the amount is recorded as a credit to additional paid in capital.

12. RELATED PARTY SALES REVENUE

The Company entered into a lease and complementary agreements with the related company Huanghe Bay Springs Lake Theme Park Ltd. dated July 26, 2010. According to the agreements, a piece of land with the area of 5,706,666.67 square meters was leased to Huanghe for traveling and amusement from January 1, 2011 to December 31, 2029. The rent revenue for the year ended December 31, 2014 was $1,220,365 (RMB 7,500,000).

In addition, the Company began to generate electricity revenue of $ 26,908 in solar PV business for the year ended December 31, 2014. All of this electricity power was supplied to Heyang County Huanghe Bay Resort Hotel Co. Ltd., a related company of the Company.

13. INCOME TAX

China Changjiang is incorporated in the United States and has incurred net operating income of nil, as for income tax purposes, both for the years ended December 31, 2014 and 2013. The Company’s other subsidiaries and discontinued operations are subject to income tax described below.

Hong Kong

Wah Bon is incorporated in Hong Kong and subject to Hong Kong profits tax. Wah Bon has no operating profit or tax liabilities during the period presented.

PRC

On March 16, 2007, the National People’s Congress passed the Enterprise Income Tax Law (“the China EIT Law”), which was effective as of January 1, 2008.

Shaanxi Pacific, Shaanxi Changjiang and Changjiang PV are incorporated in the PRC and subject to 25% China statutory tax rate. And they are subject to effective income tax rate of zero both for the year ended December 31, 2014 and 2013. Shaanxi Pacific did not incur any operating income for the years ended December 31, 2014 and 2013. Shaanxi Changjiang incurred net loss, for income tax purpose, for the year ended December 31, 2014 and 2013. Changjiang PV had net losses for the year ended December 31, 2014 and 2013.

The China EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purpose and consequently be subject to the PRC income tax at the rate of 25% for its worldwide income. The Implementing Rules of the China EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, the PRC State Administration of Taxation further issued a notice entitled “Notice regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise, if (i) the senior management and the core management departments in charge of its daily operations mainly function in the PRC; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in the PRC; (iii) its major assets, accounting books, company sales, minutes and files of board meetings and shareholders’ meetings are located or kept in the PRC; and (iv) more than half of the directors or senior management personnel with voting rights reside in the PRC. Based on a review of surrounding facts and circumstances, the Company does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history of the China EIT Law, should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% retroactive to September 19, 2008.

The provision for taxes on earnings consisted of:

		For the year ended December 31, 2014		For the year ended December 31, 2013
		$		$
PRC Enterprise Income Tax	Continuing operations		-		-
	Discontinued operations		N/A		564,608

United States Federal Income Tax	Continuing operations		-		-
	Discontinued operations		N/A		-

Income tax expense (benefit),net	Continuing operations		-		-
	Discontinued operations		N/A		564,608

The income taxes expense (benefit), which is all incurred in PRC, consists of the following:

		For the year ended December 31, 2014		For the year ended December 31, 2013
		$		$
Current income tax expense	Continuing operations		-		-
	Discontinued operations		N/A		564,608

Deferred income tax benefit	Continuing operations		-		-
	Discontinued operations		N/A		-

Income tax expense (benefit),net	Continuing operations		-		-
	Discontinued operations		N/A		564,608

The following table reconciles the statutory U.S. federal income tax rate to the Company’s effective income tax rate for the year ended December 31, 2014 and 2013 for continuing operations:

	For the year ended December 31, 2014			For the year ended December 31, 2013
U.S. Federal statutory rate		35	%		35	%
PRC Statutory rate (25%) difference		-10	%		-10	%
Changes in valuation allowance for DTA		-25	%		-25	%
Effective income tax rate		0	%		0	%

As of December 31, 2014, the Company had net taxable operating losses of approximately $528,840 carried forward for the future years. 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. The valuation allowance of $132,210 was recorded.

Components of the Company’s net deferred tax assets for continuing operations are set forth below:

	December 31, 2014			December 31, 2013
Deferred tax assets
Net operating loss carry-forward	$	185,148		$	5,604,537
Total of Deferred tax assets	$	185,148		$	5,604,537
Less: valuation allowance	$	( 185,148	)	$	(5,604,537	)
Net deferred assets	$	-		$	-

Accounting for Uncertainty in Income Taxes

The Company adopted the provisions of Accounting for Uncertainty in Income Taxes. The provisions clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with the standard “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of Accounting for Uncertainty in Income Taxes also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions. In the event it receives an assessment for interest and/or penalties, it will be classified in the financial statements as tax expense.

14. DISCONTINUED OPERATIONS

On December 30, 2013, the Company transferred all of the 60% equity of East Mining to its control person, Mr. Zhang Hong Jun and one of the other company shareholders, Mr. Wang Sheng Li, with a consideration of $885,696 (RMB 5,400,000). Each of the acquirers obtained 30% equity in this transaction. The transfer of East Mining is a transaction between entities under common control. No gain or loss is recognized for the transaction

The following table summarized the financial position of East Mining as of the date of sale.

	Balance as of December 30, 2013			Balance as of December 30, 2013
	$			$
Cash on hand		271	Due to shareholders		8,201
Cash in bank		24,274	Wages Payable		25,178
Other receivable		1,636,503	Tax Payable		953,965
Due From Related Party		1,881,186	Other payable		9,629
Due from shareholders		49,205	Due To Related Party		121,373
Inventories, Net		213	Invested capital		1,476,160
Fixed Asset, Net		3,124	Retained earnings		1,000,270
Total Assets		3,594,776	Total Liabilities & Shareholders' Equity		3,594,776

East Mining consummated the sale of its mines exploration rights to Xunyang County Yongjin Mining Co., Ltd for business purpose with a consideration of $2,422,794 (RMB 15,000,000). The transaction was completed and the outstanding amount was settled as of December 31, 2013. The gain of $2,294,386 on disposal of mines consists of the considerations and the total of $128,408 for the related business tax and the surcharges.

Discontinued operations for the years ended December 31, 2013 are summarized as follows.

	For the year ended December 31, 2013
	$
Sales revenue		-
Cost of revenue		-
Gross Profit		-
Operating expenses(income)
Administrative expenses		74,407
Gain on disposal of asset		(2,294,386	)
Depreciation		1,427
Total operating income		(2,218,552	)
Income from operations		2,218,552
Other Income (Expenses)
Interest income		41,027
Interest expenses		(1,752	)
Allowance for long term investment		-
Total Other Income		39,275
Income before tax		2,257,827
Income tax expense		564,608
Net Income		1,693,219

15. RELATED PARTY TRANSACTIONS

In addition to the other transactions and balances disclosed elsewhere in the financial statements, the Company generated revenue with related parties as follows.

The Company leased the land use right to Shaanxi Huanghe Bay Springs Lake Theme Park Ltd., a company with the same controlling person as the Company, and generated rent revenue of $1,220,365 at the year ended December 31, 2014.

The Company began to provide solar power to Heyang County Huanghe Bay Resort Hotel Co., Ltd., a company with the same controlling person as the Company, with a revenue of $26,908 at the year ended December 31, 2014.

16. SEGMENT INFORMATION

The Company operated in two reportable segments, Land use right leasing, and solar PV energy. Summarized information by business segment for the year ended December 31, 2014 and 2013 is as follows.

	For the year ended December 31, 2014		For the year ended December 31, 2013
Revenue
Land use right leasing	$	1,220,365	$	1,211,397
Solar PV energy		26,908		-
Cost of revenue
Land use right leasing		68,340		67,838
Solar PV energy		-		-
Gross Profits
Land use right leasing		1,152,025		1,143,559
Solar PV energy		26,908		-

The Company evaluates segment performance based on income from operations. As a result, the components of operating income for one segment may not be comparable to another segment.

17. EXEMPTION FROM DEBT OWED TO A RELATED PARTY

The Company was exempt from a loan of $201,899, owed to Shaanxi Changjiang Electricity & New Energy Co., Ltd., a related company with the same controlling person, as of December 31, 2014.

Because the Company disposed of its 20% equity interest in Shaanxi Changjiang Electricity & New Energy Co., Ltd., whose net value was $132,229, in exchange for a waiver of this loan as of December 31, 2014 (Note 6).

The exemption of loan is a transaction between entities under common control. No gain is recognized for the transaction. Instead, the amount $69,670, after netting the loan with long-term investment, is recorded as a credit to additional paid in capital.

18. SUBSEQUENT EVENTS

On August 2, 2013, the Company entered into a leasing agreement for its headquarters in Xi’an City, Shaanxi Province PRC with Binlin Zhao, for a term of one year. The lease agreement was expired on January 31, 2015. After the agreement expired, the Company continued to lease with the same landlord on a month by month basis.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	CHINA CHANGJIANG MINING AND NEW ENERGY COMPANY, LTD.
	(Registrant)

Date: March 30, 2015	By:	/s/ Chen Wei Dong
		Chen Wei Dong
		Chief Executive Officer and President

Date: March 30, 2015	By:	/s/ Li Ping
		Li Ping
		Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Capacity	Date

/s/ Chen Wei Dong	Chief Executive Officer President and Chairman	March 30, 2015
	of Board of Directors (Principal Executive Officer)

/s/ Li Ping	Chief Financial Officer (Principal Financial Officer)	March 30, 2015

/s/ Zhang Hong Jun	Director	March 30, 2015

/s/ Wang Sheng Li	Director	March 30, 2015

/s/ Tian Hai Long	Director	March 30, 2015

/s/ Chen Min	Director	March 30, 2015

/s/ Li Ping	Director	March 30, 2015

CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD. - FORM 10-K - March 30, 2015

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CHINA CHANGJIANG MINING & NEW ENERGY COMPANY, LTD. Reports