U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
Commission File
No.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction | (I.R.S. Employer Identification No.) |
| of incorporation or organization) |
(Address of principal executive offices)
(Issuer's telephone number)
Indicate
by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large, accelerated filer [ ] Accelerated filer [ ]
Emerging Growth
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
Indicate
by check mark whether the registrant has submitted it electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter
period that the registrant was required to submit and post such files). [x]
Indicate the number of shares outstanding of each of the issuer's classes of free trading shares (common stock) as of the most practicable date: as of September 30, 2025.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 2 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition or Plan of Operation | 9 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 | ||
| Item 4. | Controls and Procedures | 10 | ||
| PART II - OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 11 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 | ||
| Item 3. | Defaults Upon Senior Securities | 11 | ||
| Item 4. | Mine Safety Disclosures | 11 | ||
| Item 5. | Other Information | 11 | ||
| Item 6. | Exhibits | 11 | ||
| SIGNATURES | 12 | |||
VANJIA CORPORATION
Balance Sheets
| September 30, 2025 (Unaudited) | December 31, 2024 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ |
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$ |
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| Account Receivables |
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| Land Held for Investment |
-
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-
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Due to shareholder | — | |||||||
| Total Current Liabilities | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Common stock, par value per share, shares authorized, shares issued and outstanding as of September .30,2025 and December 31, 2024 | $ |
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$ |
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| Preferred Stock, par value per share, shares authorized, issued and outstanding as of September 30, 2025, and December 31, 2024 | ||||||||
| Stock Subscription Receivable | — | |||||||
| Additional Paid-in Capital | $ |
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$ |
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| Accumulated Loss |
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| Total Stockholders’ Equity |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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The Accompanying Notes are an Integral Part of the Financial Statements.
2
VANJIA CORPORATION
Statements of Operations
For the nine months ended September 30,2025 and 2024
(Unaudited)
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||
| Revenue | $ | $ |
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$ | $ | ||||||||||
| General and Administrative expenses |
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| Profit/Loss from Operation |
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| Profit/Loss before Income taxes |
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| Provision for Income taxes | |||||||||||||||
| Net Profit/Loss | $ |
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$ |
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| Net Loss Per Share- Basic and Diluted | $ |
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$ |
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$ |
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Weighted Average Shares Outstanding: Basic and
Diluted |
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The Accompanying Notes are an integral Part of the Financial Statements.
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VANJIA CORPORATION
Statement of Changes in Equity
For the Nine Months Ended Sept.30,2025 and 2024
(unaudited)
| Common Stock | Amount | Additional Paid in | Stock Subscription | Accumulated | Total Stockholder’ s Equity | ||||||||||||||||||||||||
| Balance Dec. 31, 2023 |
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$ | — |
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| Net Profit/Loss | — | — |
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| Balance Sept.30, 2024 |
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$ | — |
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| Balance Dec.31, 2024 |
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— |
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| Net Profit/Loss | — | — |
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| Balance on Sept.30, 2025 |
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— |
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The Accompanying Notes are an integral Part of the Financial Statements.
VANJIA CORPORATION
Statement of Cashflow
For the Nine Months Ended Sept.30,2025 and 2024
(unaudited)
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Nine Months Ended September 30, 2025 |
Nine Months Ended September 30, 2024 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Profit/Loss | $ |
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| Adjustments to reconcile net profit to net cash used in operations: | ||||||||
| Account Receivables |
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| Account Receivables |
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| Net cash used in operating activities |
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| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH |
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| Cash and cash equivalents: | ||||||||
| Beginning |
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| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: | ||||||||
| Interest Expenses | ||||||||
| Income tax Expense | ||||||||
| NON-CASH TRANSACTION: | ||||||||
| Issuance of Common stock in exchange of real property | $ | — | $ | — | ||||
| Issuance of common stock shareholders loans | $ | — | $ | — | ||||
The Accompanying Notes are an integral Part of the Financial Statements.
5
VANJIA CORPORATION
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024.
1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited, condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included Form 10-K for the year ended December 31, 2024.
Organization and Nature of Business
Vanjia Corporation (formerly Vantone Realty Corporation), was incorporated on August 19, 2011 in the State of Texas. The Company has conducted business operations. The Company ‘s 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. For the quarter ended September 30, 2025, the company is actively seeking to expand its operations into the following technological fields: AI, data storage, robotics, blockchain technology, energy, genetic science, and the franchised hotel industry. The Company’s year-end is December 31.
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.
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VANJIA CORPORATION
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025.
1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES.
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2025, 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 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.
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VANJIA CORPORATION
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025.
2. INCOME TAXES
The
Company has not yet realized income as of the date of this report, and no provision for income taxes has been made. As of September 30,
2024, the Company had an accumulated deficit of $
3. LINE OF CREDIT
The
Company has available a line of credit with an officer and shareholder that provides maximum borrowing up to
$
4. SIGNIFICANT EVENTS
In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by the World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March and into April 2020, the economic impacts became significant. Before the financial statements were made out, the Board of Directors had considered the impact of COVID-19 outbreak in United States, which would have affected the financial position, performance and cash flow of the Company as ended on the reporting date thereon. The Management concluded that the impact of non-adjusting events from the COVID-19 outbreak has not significantly affected the fair values of the financial assets or liabilities and non-finance assets of the Company, including the classification of current and non-current items that were presented on the reporting date.
5. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after September 30,2025 up through the date the Company issued these financial statements.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
This section of the prospectus includes 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
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| Legal and Accounting Expenses | Compliance with financial reporting and internal controls |
| Website Design | Creation of our corporate website |
| Civil Engineer or Surveyor's Fees | Subdivision of lands |
| Architect drawings | Complete a set of plans for building permits |
| Project Consultants | Quality Control of construction project |
| Marketing and Promotion | Marketing and public awareness activities |
| Working Capital | Office supplies, telephone, postage and other miscellaneous expenses |
ACCOUNTING AND LEGAL EXPENSES - Our estimate these related expenses will range from $7,500 for the next 12 months. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires that we file annual, 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.
PROJECT CONSULTANTS - Once we have obtained the necessary building permits from the City of Houston, we will be ready to build our residential homes. We will require to hire project consultants to monitor the quality control of our construction projects. We intend to spent $6,300 to $12,600 annually for project consultants.
MARKETING AND PROMOTION - Our staff will distribute our promotional fliers on foot, spending afternoons knocking on the doors of residences in targeted neighborhoods, as well as residences already in designated HOPE and Workforce areas. Speaking with potential buyers directly is the best way to inform and engage the communities. When speaking to residents, we will explain the Houston HOPE and Workforce programs, specifically mentioning how these programs can benefit them as future owners of our new homes and services. We will then outline in further detail the government assistance option available to them. The government can offer up to $30,000 for down payments and unlike renting, home ownership allows one to build up home equity.
The following table shows the projection of our building activities for three years:
| 1st Year milestone | 2nd Year milestone | 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 | $100,000 | $200,000 | $300,000 |
LIQUIDITY AND CAPITAL RESOURCES
On September 30, 2025, our current assets were $71,509 and our total liabilities were $-0- which resulted in working capital of $125,890.00 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 with funds by our director and officer. Our officer and director, Tian Su Hua, has agreed to provide us with a $5,000,000 line-of-credit at -0% interest. The management believes that an existing $5,000,000 line-of-credit agreement with our officer and director will be sufficient to cover our operational expenses for the next twelve months. The residential lot we currently own is large enough to accommodate up to eight homes. We believe that our future expenditures for the second and third years will be covered by revenues generate from sell of new homes 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 December 31, 2024, to September 30, 2025.
During the period, our incorporation in the State of Texas, 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 December 31,2024 to September 30, 2025 was $125,890.00 for accumulated net loss.
OFF-BALANCE SHEET ARRANGEMENT
The Company has no material transactions, arrangements, obligations or other relationships with entities or other people 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ending September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we are involved in various routine legal proceedings arising in our ordinary course of business. Any such currently pending matters would not, in the opinion of management, have a material adverse effect on our financial conditions or results of operations.
Item 1A. RISK FACTORS
We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the quarterly period ended September 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit 31.1 Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101 XBRL data files of Financial Statements and notes contained in this Quarterly Report on Form 10Q.
* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”
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ITEM 7. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ Tian Su Hua
Tian Su Hua
Chief Executive Officer
/s/ Tian Jia
Tian Jia
Chief Financial Officer/Director
Nov.12,2025