U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

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

 

For the annual period ended December 31, 2019

 

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

 

Commission File No.333-179302

 

Vanjia Corporation

(Exact name of registrant as specified in its charter)

 

 

Texas	45-3051284
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

 

12520 A1 Westheimer #138

(Address of principal executive offices)

 

1-832-783-0188

(Issuer's telephone number)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No[X ]

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer [ ]                  Accelerated filer [ ]

Non-accelerated filer [ ]                    Small Reporting company [X]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

 Indicate the number of freely tradable shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 6,000,000 as of March 18, 2020

   

 

TABLE OF CONTENTS

 

PART I
ITEM 1.	BUSINESS	1-5
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	MINE SAFETY DISCLOSURES	6
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	8
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	10
ITEM 9B.	OTHER INFORMATION	10
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	11
ITEM 11.	EXECUTIVE COMPENSATION	12
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	12
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	12
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	12
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	15
SIGNATURES		16

 
 

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PART 1

 

FORWARD LOOKING STATEMENTS.

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock. As used in this annual report, the terms "we", "us", "our" and "China Inc" mean " China Inc" unless otherwise indicated.

 

 

ITEM 1: DESCRIPTION OF BUSINESS

 

Vanjia Corporation is a start-up company incorporated in Texas on August 19, 2011. Our aim to build affordable housing in the city of Houston's designated HOPE and Workforce neighborhoods. Our future homes will have a variety of floor plans, be energy efficient, and conveniently located. We have already acquired a vacant lot in the Workforce neighborhoods. By providing affordable housing options, our future homes will enrich the communities of Houston and revitalize the local economy.

PRODUCTS and SERVICES

Our product is to build affordable homes in Houston’s designated Houston Hope and Work Force Neighborhoods. The Houston Hope and Work force neighborhoods were created by the Houston Housing and Community Development Department (HHCD). The Houston HOPE Program strives to build strong and stable communities. Houston HOPE provides financial assistance to potential home buyers who are in designated Houston HOPE areas. We believe our future homes would be available for down payment assistance to our potential clients who meet the specific criteria outlined by the HHCD.

 

1

 

In order to qualify for the program, applicants must demonstrate the ability to obtain a mortgage loan, demonstrate credit worthiness. The family's combined income must be at or below 80% of the area's median income. Approved applicants must also complete eight hours of home buyer education from a HUD-approved Housing Counseling Agency. The applicant must buy a new or existing home from a list of approved structures, invest at least $500 into the home-buying transaction, and live in the home for 10 years to satisfy the program eligibility criteria. Mortgage financing options through various selected lenders make it easier for new home buyers to get the assistance they need. Families are eligible for up to $30,000 in down payment assistance if they are not currently a property owner.

We will conduct affordable housing seminars to educate and draw publicity to our future homes build in those designated neighborhoods. We intend to draw the attention of first-time buyers to buy homes in the Hope of Workforce neighborhoods. The regular seminars will focus on home buyer education and related topics. Home Buyer Education classes will strive to provide first time and repeat home buyers the information they need to make decisions when buying a home.

 

CITY OF HOUSTON'S DOWNPAYMENT ASSISTANCE PROGRAMS

The Housing and Community Development Department (HCDD) Down Payment Assistance Programs is currently accepting applications for the Houston Homebuyer Assistance, Houston HOPE and Workforce Housing. In order to be considered for funding, all potential clients are required to contact and obtain mortgage financing through one of the mortgage companies listed on our Approved Lending Partners List. Under each mortgage company, only the listed loan officer(s) are allowed to originate loan(s) and submit grant request(s) on behalf of the client(s). The application process is open to the public and assistance will be granted on a first come, first serve basis.

 

	Houston Homebuyer Assistance	Houston HOPE	Workforce Housing
Sales Price Maximum	$200,160	$200,160	$150,000
Area Median Income (AMI) Limit	Up to 80% AMI	Up to 80% AMI	80 to 110% AMI
Qualifying Areas	City-Wide	Houston Hope and Revitalization Areas - only	Houston Hope and Revitalization Areas - only
Funding Amount(s)	$19,500	$30,000	$30,000
Property Age	New or Existing Properties	New or Existing Properties	New Properties
Affordability Period	10 Years	10 Years	10 Years

 

 

2

 

HOUSTON HOPE PROGRAM

 

City of Houston (City) Housing and Community Development Department (HCDD) has designed the Houston HOPE to provide financial assistance to low-to-moderate income homebuyers who are in the Houston HOPE areas or any area/neighborhood designated by the Mayor of Houston for revitalization. HCDD staff will administer Houston HOPE according to the policy and procedures set forth in the administrative guidelines. Funding for Houston HOPE will be available through the HOME Investment Partnerships (HOME) Program and the American Dream Down Payment Initiative (ADDI) Houston HOPE will provide direct financial assistance to offset portions of the down payment, closing costs, pre-paid items and principal required for home purchase.,

MARKETING AND PROMOTION 

 We will employ several marketing techniques to promote our homes during and after the building phase.

One marketing strategy will be on the grassroots level through the use of "farming" in the targeted neighborhoods. The term "farming" implies growing something. That's what you do when you farm your local neighborhoods. You plant the seeds of future business with potential purchasers of our home homes in these targeted neighborhoods. The term "targeted neighborhoods "will be used to describe neighborhoods in which the average income of the residences matches the eligibility requirements for the Houston HOPE program. Approximately, 300-500 fliers will be printed, outlining the special features of these designated neighborhoods. We believe that the fliers will not only convey the quality of our homes, but also briefly outline the financial options available to eligible participants. We believe that the fliers will draw the attention of possible buyers, if ten percent of these filers will be posted in community hubs such as local coffee shops, schoolyards and church lobbies.

Our staff will distribute the remaining fliers on foot, spending several afternoons knocking on the doors of residences in targeted neighborhoods, as well as residences already in designated HOPE and Workforce areas. Speaking with potential buyers directly is the best way to inform and engage the communities. When speaking to residents, we will explain the Houston HOPE and Workforce programs, specifically mentioning how these programs can benefit them as future owners of Vanjia Corporation. We will then outline in further detail the government assistance option available to them. The government can offer up to $30,000 for down payments and unlike renting, home ownership allows one to build up home equity. We understand that many of these low-income families are aging and facing mounting financial pressures. By highlighting statistics like this, not only can we inform, but also inform potential buyers about the home-ownership opportunities available to them.

We also plan to leverage the influence of community leaders in the area. Churches present an excellent venue for reaching potential buyers as pastors have a large network and have to concern for the well-being of their constituents. In low-income communities, life often centers around the church. Pastors are usually aware of those members of their congregation who are in need of government-subsidized housing. By educating the Pastor about the opportunities presented by Vanjia Corporation, we can easily reach and influence many potential buyers.

3

 

Another strategy will be to identify veterans who have already received down payment assistance from the Veteran Administration. VA home loans are available to veterans who meet specific eligibility requirements. Qualified veterans will have served at least 90 days of active duties and have not been dishonorably discharged. If a veteran has served less than 90 days, but was discharged for a service-related disability they may still qualify. Those surviving spouses who have not remarried and spouses of POW or MIA service personnel are qualified. In addition to regular VA loans, there are VA loans available for qualifying disabled veterans are eligible for additional assistance f qualified veterans. Veterans who are currently receiving VA home loans make excellent candidates for Vanjia Corporation as they are able to receive up to $30,000 down payment on top of their current veteran eligibilities benefits. Once aware of the financial opportunities available to them, veterans will realize that home ownership in Houston Hope and Workforce neighborhoods is in their best interest.

Another strategy will be on the working relationship between home builders and real estate agents. There is a strong incentive for real estate agents to refer qualified buyers to our homes. Real estate agents will typically receive up to 3% commission once the transaction is completed. By working together, we can expand our exposure and client base, while giving real estate agents a chance to increase their sales.

Our final strategy for marketing and promoting our homes will be through regular visits to the Section 8 offices in Houston. The purpose of the visits will be to educate Section 8 tenants about their housing options. Currently, Section 8 rental vouchers are for low to moderate-income families, persons with disabilities, and senior citizens. Under the Section 8 program, the tenant usually pays around 30% of their rent and the U.S. government subsidizes the rest in the form of a voucher. In some cases, however, tenants may be eligible for the government to pay their entire monthly rent. Many Section 8 residents are unaware that they are able to convert their Sect. 8 rental vouchers into a Sect. 8 home-ownership voucher. For more details about eligibility requirements and the conversion process, current Section 8 residents can schedule a meeting with their local Section 8 housing counselors.

HOME DESIGN AND DESIGN CENTERS

 We are dedicated to providing quality, well-designed homes meeting the demands of today’s home buyers. The product line offered depends upon many factors, including the supply of existing housing and the demand for new housing in the general area. In order to ensure that we meet the demand in the marketplace, we will conduct qualitative and quantitative market research, including consumer focus groups after the effectiveness of this registration statement. This research will enable us to improve the linkage between the design of our homes and the community development and meet the specific lifestyle demands of our targeted home buyer. Our sources of raw building materials will mainly from local building material suppliers such as Home Depots, Lowe's. Home Depots and Lowe's are both publicly traded companies. Home Depots and Lowe's do not set a minimum purchase requirement for building materials and home appliances for homebuilders. We do not have any material contracts or exclusive agreements with Home Depots nor Lowe's.

 

Our product is designed to appeal to the potential home buyers. We will use external consultants that we believe are experts in their field to help perfect our homes, often utilizing experts with knowledge in regional architecture, exterior finishes and selections, or floor plan solutions that give our product an added edge. We take a focus and design products not only specific to the city in which they will be built, but to the individual neighborhood. Our aim is to provide each home with features that make it appeal to a specific lifestyle segment, while giving the plan flexibility through options and/or elevation variety that will appeal to our home buyers. This will allow our home buyers to feel as if we designed the house just for them.

 

4

 

 

 

COMPETITION

 

The home building industry is competitive. We compete with numerous home builders of varying sizes, ranging from local to national in scope, some of which have better financial resources than we have. We anticipate building homes in several community redevelopment neighborhoods with federal, state and cities incentives to lessen the competition from other builders. Most custom builders do not want to build in targeted neighborhoods that have ceilings on selling prices such as the Houston HOPE neighborhoods. We anticipate to build new single-family homes that sell for $98,000 or more and duplexes that sell for $165,000 in these community redevelopment neighborhoods. We also face competition from existing resale homes and, to a lesser extent, condominiums and rental housing. Competitions among local homebuilders are based on a number of interrelated factors, including location, reputation, amenities, design, quality and price. Builders of new homes compete not only for homebuyers, but also for quality of construction and workmanship, locations, financing, raw materials and skilled subcontractors.

 

REGULATION AND ENVIRONMENT MATTERS

 

We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations which impose restrictive zoning and density requirements. City of Houston does not have zoning laws but it enforces deed restrictions in certain neighborhoods. We anticipate to complying with applicable building codes and zoning laws in our remodeling and building activities. As of December 31, 2014, compliance with such ordinances and related matters has not materially affected our operations, although it may do so in the future.

ITEM 1A. RISK FACTORS

 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

　

Item 1B. UNRESOLVED STAFF COMMENTS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

　

ITEM 2. PROPERTIES

 

We owned one developmental lot in Houston, Texas.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time we are involved in various legal proceedings and frivolous lawsuits arising in our ordinary course of business. Any such currently pending matters would not, in the opinion of management, have a material adverse effect on our financial conditions or results of operations.

 

 

5

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable

 

ITEM 5 MARKET FOR REGISTRATNT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  

 

We are currently quoted on the OTCMARKETS.COM. under the Ticker Symbol: VNJA. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:

 

		Fiscal 2019								Fiscal 2018
		Low				High				Low				High
First Quarter ended March 31		$	14.38			$	14.70			$	14.38			$	14.70
Second Quarter ended June 30		$	14.38			$	14.70			$	14.38			$	14.70
Third Quarter ended September 30		$	14.38			$	14.70			$	14.38			$	14.70
Fourth Quarter ended December 31		$	14.38			$	14.70			$	14.38			$	14.70

 

 

HOLDERS OF OUR COMMON STOCK 　  

 

As of December 31, 2019, we had 8,550,000,000 shares of our common stock issued and outstanding.

 

DIVIDEND  

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of director.  

 

 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS  

 

We do not have any compensation plan under which equity securities are authorized for issuance.  

 

ITEM 6. SELECTED FINANCIAL STATEMENTS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

6

 

 

 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

 

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place an undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

 

 

PLAN OF OPERATION

 

Our plan of operations for the next twelve months is to proceed with the implementation of our business plan.

 

GOALS	PROJECT OUTCOMES
Legal and Accounting Expenses	Compliance with financial reporting and internal controls
Website Design	Creation of our corporate website
Civil Engineer or Surveyor's Fees	Subdivision of lands
Architect drawings	Complete a set of plans for building permits
Project Consultants	Quality Control of construction project
Marketing and Promotion	Marketing and public awareness activities
Working Capital	Office supplies, telephone, postage and other miscellaneous expenses

 

 

ACCOUNTING AND LEGAL EXPENSES- Our estimate these related expenses will range from $6,500 for the next 12 months. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting.

 

CREATE OUR CORPORATE WEBSITE- It is part of our business plan to have our website. A website can convey our corporate images and services to our potential customers. We believe our estimated cost of $1,250 will be sufficient to cover our projected expense for website design.

 

SURVEYOR'S FEES- We are required to obtain surveyors' services related to subdivision of land. Our estimated cost for a surveyor' services will be $4,500. The Planning Commission for the City of Houston is responsible for the review and approval of application for subdivision of land.

 

ARCHITECT DRAWINGS- We are required to obtain several sets of architect drawings in connection with our proposed construction projects. We estimated the cost for architect drawings will be $5,000 to$7,500 per year.

 

 

7 

 

PROJECT CONSULTANTS- Once we have obtained the necessary building permits from the City of Houston, we will be ready to build our residential homes. We will require to hire project consultants to monitor the quality control of our construction projects. We intend to spent $6,300 to $12,600 annually for project consultants.

 

MARKETING AND PROMOTION- After the effectiveness of this pending S-1 registration, we will be begin our marketing and promotion activities. Our staff will distribute our promotional fliers on foot, spending afternoons knocking on the doors of residences in targeted neighborhoods, as well as residences already in designated HOPE and Workforce areas. Speaking with potential buyers directly is the best way to inform and engage the communities. When speaking to residents, we will explain the Houston HOPE and Workforce programs, specifically mentioning how these programs can benefit them as future owners of our new homes and services. We will then outline in further detail the government assistance option available to them. The government can offer up to $30,000 for down payments and unlike renting, home ownership allows one to build up home equity.

 

 

 

 

The following table shows the projection of our building activities for three years:

 

	1st Year milestone	2nd Year milestone	3rd year milestone
Number of residential homes	2- 3 homes	3-5 homes	5-8 homes
Location of new residential homes	Houston, Texas	Houston, Texas	Houston, Texas
Estimated cost for each milestone	$160,000	$240,000	$380,000

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

At December 31, 2019, our total assets was $812,089 and our total liabilities were $-0- which resulted in working capital of $812,089 We expect to raise additional capital through, among other things, the sale of equity or debt securities, private placement offerings, employee stock options plans, and advanced funds from our officer and director. Any deficiencies in general and administrative expenses will be covered from funds by our director and officer. Our officer and director, Tian Su Hua, has agreed to provide us a $1,000,000 line-of-credit at 0% interest per annum. The management believes that $1,000,000 line-of-credit agreement with our officer and director will be sufficient to cover our operational expense for the next twelve months. The residential lot we currently own is large enough to accommodate up to two duplexes. We believe that our future expenditures will be covered by revenues generate from sell of new homes, leasing activities, and additional offerings for equity or debt securities, private placement offerings, employee options plans and funds from our officer and director.

 

RESULTS OF OPERATIONS

 

From August 19, 2011 (Inception) to December 31,2019, we hired attorney for the preparation of this registration statement and our auditors to audit our financial statements. We have prepared a business plan. Our accumulated loss since August 19, 2011 (Inception) to December 31, 2019 was $(127,311) for general and administrative expenses.

 

8

 

 

OFF-BALANCE SHEET ARRANGEMENT

 

 

The Company has no material transactions, arrangements, obligations or other relationships with entities or other persons that have or are reasonably likely to have a material current or future impact, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

 

ITEM 7A. QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a small reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.  

 

 

ITEM 8.　FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statements of Stockholders' Equity	F-5
Notes to Financial Statements	6- 9

 

___________________________________________________________________________________________________________________________________________________________________________________________

 

TOTAL ASIA ASSOCIATES PLT (AF002128 & LLP0016837-LCA)

A Firm registered with US PCAOB and Malaysian MIA

Block C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak,

50400, Kuala Lumpur. Tel: (603) 2733 9989

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Vanjia Corporation 12520 A1 Westheimer Suite 138 Houston, Texas 77077 

Opinion on the Financial Statements 

We have audited the accompanying balance sheets of Vanjia Corporation (“the Company”) as of December 31, 2019 and 2018, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the each of two years in the year ended of December 31, 2019 and 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of two years in the year ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America. 

Going Concern 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations and no operation raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

Basis for Opinion 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. 

 

/s/ Total Asia Associates PLT

TOTAL ASIA ASSOCIATES PLT 

We have served as the Company’s auditor since 2019. 

Kuala Lumpur, Malaysia 

Date: March 18, 2020

F-1 

____________________________________________________________________________________________________________________________________________________________________________________

VANJIA CORPORATION

BALANCE SHEETS

 

 

		DECEMBER 31, 2019		DECEMBER 31, 2018
ASSETS
Current Assets
Cash and Cash equivalents	$	70,089	$	25,691
Total Current Assets		70,089		25,691
Land Held for Investment		742,000		37,500
TOTAL ASSETS	$	812,089	$	63,191
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Due to Shareholder	$	-	$	-
Total Current Liabilities		-		-
Stockholders' Equity
Preferred Stock, $0.0001 Par value, 8,888,888,888 shares authorized, -0- shares issued -0- and outstanding as of December 31, 2019 and 2018.		-		-
Common Stock, par value $0.0001 per share, 9,999,999,999 shares authorized 8,550,000,000 and 1,130,000,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively		855,000		113,000
Stock Subscription Receivable		-		(48,000)
dditional Paid-In Capital		84,400		84,400
Accumulated Deficit		(127,311)		(86,209)
Total Stockholders' Equity		812,089		63,191
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	812,089	$	63,191

 

 

The accompanying Notes are an integral part of the financial statements.

  

F-2 

 

 

VANJIA CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

 

		2019		2018
Revenue	$	23,002	$	7,109
General and Administrative Expenses		(26,604)		(24,605)
Loss from Operations		(3,602)		(17,496)
Impairment loss on land held for investment		(37,500)		-
Provision for Income Taxes		-		-
Net Loss		(41,102)		(17,496)
Net Loss Per Share: Basic and Diluted	$	(0.00)	$	(0.00)
Weighted Average Shares Outstanding: Basic and Diluted		8,550,000,000		257,191,781

 

 

  

The accompanying Notes are an integral part of the financial statements.

 

F-3

 

VANJIA CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

 

 

		2019		2018
Cash Flows from Operating Activities:
Net Loss	$	(41,102)	$	(17,496)
Adjustments to reconcile net loss to net cash used in operations:
Impairment charges		37,500		-
Changes in operating assets and liabilities:
Increase due to shareholder		-		8,100
Net cash used in operating activities		(3,602)		(9,396)
Cash Flows from Financing Activities:
Proceeds from Issuance of Common Stock		48,000		35,000
Net cash provided by financing activities		48,000		35,000
Net increase in cash and cash equivalents		44,398		25,604
Cash and cash equivalents
Beginning	$	25,691	$	87
Ending		70,089		25,691
Supplemental disclosure of cash flows:
Cash paid during the year for:
Interest expense	$	-	$	-
Income tax expense	$	-	$	-
Non-cash financing and investing activities:
Issuance of common stock to repay shareholders loans	$	-	$	16,900
Issuance of common stock in exchange of real property	$	742,000	$	12,500

 

 

The accompanying Notes are an integral part of the financial statements.

 

F-4

 

 

 

VANJIA CORPORATION

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBETR 31, 2019 AND 2018

 

							Additional				Stock
	Common Stock					Paid in				Subscription				Accumulated
	Shares		Amount				Capital				Receivable				Deficit				Total
Balance, December 31, 2017	6,000,000	$	600		$		84,400		$		-		$		(68,713)		$		16,287
Issuance of common stock to repay shareholders loans on June 15, 2018	169,000,000		16,900				-				-				-				16,900
Issuance of common stock in exchange of real property on June 28, 2018	125,000,000		12,500				-				-				-				12,500
Issuance of common stock for cash on September 28, 2018	200,000,000		20,000				-				-				-				20,000
Stock subscriptions receivable	480,000,000		48,000				-				(48,000)				-				-
Issuance of common stock for cash on December 31, 2018	150,000,000		15,000				-				-				-				15,000
Net Loss	-		-				-				-				(17,496)				(17,496)
Balance, December 31, 2018	1,130,000,000	$	113,000		$		84,400		$		(48,000)		$		(86,209)		$		63,191
Issuance of common stock in exchange of real property in March 2019	7,420,000,000		742,000				-				-				-				742,000
Stock Subscription	-						-				48,000				-				48,000
Net Loss	-		-				-				-				(41,102)				(41,102)
Balance, December 31, 2019	8,550,000,000	$	855,000		$		$84,400		$		-		$		(127,311)		$		812,089

 

 

The accompanying Notes are an integral part of the financial statements.

 

 

 

F-5

 

 

VANJIA CORPORTION

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2019

 

1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Organization

Vanjia Corporation (formerly Vantone Realty Corporation), a company in the developmental stage (the “Company”), was incorporated on August 19, 2011 in the State of Texas. The Company has conducted limited business operations since its inception. The Company business plan is to build affordable homes in Houston, Texas. In 2018, the Company began a business to enroll students for real estate licensing courses.

 

The Company's year-end is December 31.

 

Going Concern

These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $86,209 as of December 31, 2018, and had net loss of $41,102 for the year ended December 31, 2019.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

F-6

 

Impairment of long-lived assets

The Company reviews its long-lived assets whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment is evaluated by comparing the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value (estimated discounted future cash flows) of the long-lived assets.

Net Income (Loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2019 and 2018, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

2. INCOME TAXES

As of December 31, 2019, the Company had net operating loss carry forwards of approximately $127,311 that may be available to reduce future year's taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The provision for federal income tax consists of the following for the years ended December 31:

 

	2019			2018
Current	$	-		$	-
Deferred		-			-
Net provision for income taxes	$	-		$	-

F-7

 

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applicable statutory U.S. tax rate for the years ended December 31, 2019 and 2018 are analyzed below:

	2019		2018
U.S. federal statutory income tax rate	21%		21%
Provisional re-measurement of deferred taxes	0%		0%
Changes in valuation allowance	(21)%		(21)%
Effective income tax rate	0%		0%

 

Significant components of the Company's deferred taxes as of December 31, 2019 and 2018 were as follows:

 

Deferred tax asset attributable to:	December 31, 2019			December 31, 2018
Net operating loss carryover	$	(26,735)		$	(18,104)
Less: valuation allowance		(26,735)			(18,104)
Net deferred tax asset	$	-		$	-

 

3. LINE OF CREDIT

 

The Company has available a line of credit with an officer and shareholder that provided maximum borrowing up to $1,000,000 for working capital purposes. The line of credit has no expiration date and is due on demand. Borrowings under the line of credit bear interest at 0% per annum. As of December 31, 2019 and 2018, the Company had outstanding balance of $0 and $0 respectively, on the line of credit.

4. EQUITY

On March 31, 2019, the Board of Directors of Vanjia Corporation (the "Company") approved the issuance of shares of its Common Stock, par value $0.0001 (the "common Stock"). The shares were issued as follows: 7,420,000,000 shares of the Company’s CFO, Tian Jia, in consideration for exchange of a nursing home development site.

 

 

5. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2019 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

F-8

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

 

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

 

 

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

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

A review and evaluation were performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2019 disclosure controls and procedures, were effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.

 

Management’s Report on Internal Controls over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

 

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

 

•

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2019.

 

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

ITEM 9B. OTHER INFORMATION.

 

None

 

F-9

 

Part III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

 All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers, their ages, positions held, are as follows:

　

Our officers and directors and their ages and positions are as follows:

 

Name	Position
Tian Su Hua	CEO, Director

 

 

BUSINESS EXPERIENCE

 

The following is a brief summary of the education and business experience of our director and executive officer during at least the past five years, indicating her business experience, occupation during the period, and the name and principal business of the organization by which she was employed.

 

Tian Su Hua, was born in Northeast China; she graduated with a Three Year Diploma of Accountancy in China. From 1964-1985, she held several accounting jobs in China's private sectors. From 1985-1995 she engaged in the building construction business as a project supervisor in Shanxi Province, China; she has an extensive experience in the construction industry dated back to 1982. From 1982 to 1990, she owned a concrete factory that employed well over 100 employees in Shanxi Province, China. From 1996- 2007, she holds a position as a Construction Project Manager at Ming Jia Xin Company. From 2008-2011, she holds a position as the board of director for Great Wall Builders Ltd. from 2009-2011.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past five years, including:

 

1. any bankruptcy petition filed by or against any business of which such person was a general partner executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding ( excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or

4. being found by a court of competent jurisdiction ( in a civil action), the Securities and Exchange Commission or the Commodity futures Trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

CORPORATE GOVERNANCE　

 

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

 

The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's Board of Directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company's Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 

ITEM 11. EXECUTIVE COMPENSATION

 

There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table below.

 

EQUITY INCENTIVE PLAN

 

We did not have an Equity Incentive Plan in place as of December 31, 2019

 

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

 

As of December 31, 2019 and 2018, we had no pension plans, compensatory plans or other arrangements that provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers except stock awards may be granted at the discretion of the Board of Directors thereof.

 

LONG-TERM INCENTIVE PLANS

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  

 

 

SUMMARY COMPENSATION TABLE

 

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last 24 months for all services rendered to us.

 

 

Name & Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	Other Compensation ($)	Total ($)
Tian Su Hua	2018-19	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Tian Jia	2018-19	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

 

 

COMPENSATION OF DIRECTORS TABLE

 

The table below summarizes all compensation paid to our directors as of December 31, 2019

 

 

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Tian Su Hua	-0-	-0-	-0-	-0-	-0-	-0-	-0-

  

 EMPLOYMENT AGREEMENT

There are currently no employment agreements or other contracts or arrangements with our Officer or Director. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officer, Director or Consultants that would result from the resignation, retirement or any other termination of any of our Director, officer or consultants. Most business activities to date have been undertaken by our Chief Executive Officer and other individual retained as independent contractors.

 

COMPENSATION OF DIRECTORS

 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. None of our Directors is independent.

 

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

 

The following is a table detailing the current shareholders of Vanjia Corporation, owning 5% or more of the common stock, and shares owned by our directors and officers as if December 31, 2019

 

Title of Class	Beneficial Owners	Beneficial Ownership	Percentage of Ownership [1]
Common Stock	Tian Su Hua Tian Jia	84,500,000 8,459,792,500	0.009% 98.9%

 

 

[1] Based on the total of 8,550,000,000 outstanding common shares as of December 31, 2019.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

We have not entered into any transaction nor are there any proposed transactions in which any of our directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

 

 DIRECTOR INDEPENDENCE

 

We are not subject to listing requirements of any national securities exchange(s) and, as a result, we are not at this time required to have our board comprised of a majority of independent directors.

　

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor(s) in connection with the audit of the Company annual financial statements for the years ended:

 

		Year Ended December 31, 2019		Year Ended December 31, 2018
Audit fees	$	3,300	$	3,500
Audit-related fees	$	2,500	$	3,750
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total	$	5,800	$	7,250

 

 PRE-APPROVAL POLICIES AND PROCEDURES

 

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by independent auditors and tax consultants, and the estimated fees related to these services.

 

 

PART IV

 

 

EXHIBIT INDEX

DESCRIPTION
Ex.3.1		Article of Incorporation **
Ex.3.2		By-Laws of Registrant**
Ex.5.1		Legality Opinion of the securities being registered**
Ex.10.1		Line of Credit**
Ex.14.1		Code of Ethics**
Ex.23.1		Consent of KCCW Certified Public Accountant**
Ex.99.1		Subscription Agreement**
Ex.99.2		General Warranty Deed**
Ex.32.1		Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Ex.31.1		Certificate of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		** Previously filed**

 

SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Vanjia Corporation

 

/s/ Tian Jia

Tian Jia

Chief Financial Officer

 

 

/s/ Tian Su Hua

Tian Su Hua

Chief Executive Officer/ Director

 

March 18, 2020