UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

Or

¨ 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

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 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):

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

At November 12, 2015, the registrant had outstanding 64,629,559 shares of common stock, $0.01 par value.

CHINA CHANGJIANG MINING AND NEW ENERGY COMPANY LTD.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

 TABLE OF CONTENTS

 PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

FINANCIAL STATEMENTS

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(Stated in US Dollars)

See accompanying notes to the unaudited consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED BALANCE SHEETS 

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014 (Continued) 

(Stated in US Dollars)

See accompanying notes to the unaudited consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD. 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Stated in US Dollars)

See accompanying notes to the unaudited consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014  

(Stated in US Dollars)

See accompanying notes to the unaudited consolidated financial statements

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

The accounting policies and methods followed in preparing these unaudited consolidated financial statements are those used by China Changjiang Mining And New Energy Company Ltd (the 'Company') as described in the notes to consolidated financial statements included in Annual Report on Form 10-K for the year ended December 31, 2014. The unaudited condensed consolidated financial statements for the nine-month period ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and do not conform in all respects to the disclosure and information that is required for annual consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These interim condensed consolidated financial statements should be read in conjunction with the most recent annual consolidated financial statements of the Company.

In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for fair statement have been included in these interim condensed consolidated financial statements. Operating results for the nine-month period ended September 30, 2015 are not indicative of the results that may be expected for the full year ending December 31, 2015.

The Company had a working capital deficit of $362,513 as of September 30, 2015 and had a negative cash flow from operating activities amounted to $104,754 for the nine months period ended September 30, 2015. If the Company cannot generate enough cash flow from its operating activities, it will need to consider other financing methods such as borrowing from banking institutions or raising additional capital through new equity issuance. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. The Company plans to continue to control its administrative expenses in the coming periods as well as further develop its sales from its main business.

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

USD to RMB

USD to HKD

HKD is pegged to USD 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 USD at the rates used in translation.

Basic earnings/loss per share is computed by dividing earnings/loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is computed in a manner similar to basic earnings/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.

The following is a summary of land use rights, net:

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

Amortization expenses were $311,639 and $312,395 for the nine months ended September 30, 2015 and 2014, respectively.

The balance of $7,523,401 due from related parties included loans of $2,787,839 from related parties and accounts receivable of $4,465,562 generated from related parties revenues.

(1) Loans from related parties

The loans owed by related parties are unsecured and unexpected to be paid within twelve months from September 30, 2015.

Loan from related parties consists of the following:

In May 2015, the Company moved to a new office that was owned by Shaanxi Du Kang Liquor Group Co., Ltd. The Company is allowed to occupy the space for free.

(2) Sales revenue from related parties

The Company entered into a lease and a complementary agreement with one of its related parties, Shaanxi Huanghe Bay Springs Lake Theme Park Ltd ("Huanghe"), dated July 26, 2010 and March 25, 2011, respectively. According to the agreements, the use right of 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 annual rent in US dollars is approximately $1.2 million (equivalent to RMB7, 500,000). As of September 30, 2015, the total outstanding receivable balance is $4,426,485.

The Company provided solar power to one of its related parties, Heyang County Huanghe Bay Resort Hotel Co., Ltd. As of September 30, 2015, the total outstanding receivable balance is $39,077. 

Accounts receivable from related parties consists of the following:

The balance of $1,604,640 due to related parties represents the loans owed to related parties, which are interest free, unsecured and unexpected to be paid within twelve months from September 30, 2015.

Due to related parties consists of the following.

On September 15, 2015, the Company was exempt from the loan of RMB 10,000,000 (approximately $1,572, 451) owed to Shaanxi East Mining Co., Ltd, a company owned by Zhang Hongjun (70% ownership) and Wang Shengli (30% ownership). As both Shaanxi East Mining Co., Ltd and the Company are under common control of Zhang Hongjun and Wang Shengli, the extinguishment of related party loan is accounted for as a transaction between entities under common control with $1,572,451 recorded as an adjustment to stockholders' equity (additional paid-in capital).

The balance of $3,285,608 due to shareholders represents the loans owed to the shareholders, which are interest free and unsecured. The management does not intend to repay the loans within twelve months from September 30, 2015.

Due to shareholders consists of the following:

The Company did not have income tax expense or income tax payable due to the use of net loss carryover from prior years.

As of September 30, 2015, the Company had net taxable operating loss carryforwards of approximately $1,660,911. 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 $415,228 was recorded.

Components of the Company's net deferred tax assets are set forth below:

The Company operates in two reportable segments, land use right leasing and solar PV energy. Summarized information by business segment for the three and nine months ended September 30, 2015 and 2014 is as follows.

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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

In addition to the historical information contained herein, we make statements in this Quarterly Report on Form 10-Q that are forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, assumptions about our future ability to increase income streams, reduce and control costs, to grow revenue and earnings, and our ability to obtain additional debt and/or equity capital on commercially reasonable terms, none of which is certain. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The following discussion and analysis should be read in conjunction with our September 30, 2015 unaudited consolidated financial statements and related notes thereto included in this quarterly report and with our consolidated financial statements and notes thereto for the year ended December 31, 2014.

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 generated revenue for the nine months ended September 30, 2015.

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. 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 September 30, 2015:

Amortization expenses were approximately $311,639 and $312,395 for the nine months ended September 30, 2015, and 2014, respectively.

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $2,491,391 as of September 30, 2015, which includes net income for common stockholders of $410,900 for the nine months ended September 30, 2015. The Company's operations used cash of $104,754 for the nine months ended September 30, 2015.

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 to rely 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 Three Months Ended September 30, 2015 and September 30, 2014

Sales revenue

We generated total revenue of $304,983 for the three months ended September 30, 2015, compared with revenue of $303,014 for the three months ended September 30, 2014. Of the total revenue of $304,983, revenue of $299,594 was generated by land use right leasing, the other revenue of $5,389 was generated by solar PV energy. Both of the revenues for land use right leasing and solar PV energy are related party transactions. They are provided by Shaanxi Huanghe Bay Springs Lake Theme Park Ltd and Heyang County Huanghe Bay Resort Hotel Co., Ltd, respectively, both of which are companies whose controlling person is the same as the controlling person of the Company.

Operating Expenses

Total operating expense for the three months ended September 30, 2015 was $145,530 compared with operating expense of $241,262 for the three months ended September 30, 2014, representing a decrease of $95,732 or 40%. Administrative expense decreased by $47,612 or 61% for the quarter ended September 30, 2015. The amortization expense for the three months ended September 30, 2015 remained stable, as no addition or disposal occurred for land use rights. The depreciation for the three months ended September 30, 2015 slightly decreased by $578 or 4%, compared with the same period of 2014, which was mainly due to the fluctuation of exchange rate. In addition, there was no bad debt expense occurred for the quarter ended September 30, 2015, while bad debt expense of $46,374 was provided for the quarter ended September 30, 2014, which was partially resulted in the decrease in operating expense.

Income before taxes for the three months ended September 30, 2015 was $142,541, compared to income of $46,846 for the three months ended September 30, 2014.

Net Income

We achieved net income of $142,541 for the three months ended September 30, 2015, compared to net income of $46,846 for the three months ended September 30, 2014. The increase in net income was primarily due to decrease in administrative expense and bad debt expense for the three months ended September 30, 2015.

Comparison of the Nine Months Ended September 30, 2015 and September 30, 2014

Sales revenue

We generated total revenue of $926,521 for the nine months ended September 30, 2015, compared with revenue of $915,274 for the nine months ended September 30, 2014. Of the total revenue of $926,521, revenue of $913,060 was generated by land use rights leasing, the other revenue of $13,461 was generated by solar PV energy. Both of the revenues for land use rights leasing and solar PV energy are related party transactions. They are provided by Shaanxi Huanghe Bay Springs Lake Theme Park Ltd and Heyang County Huanghe Bay Resort Hotel Co., Ltd, respectively, both of which are companies whose controlling person is the same as the controlling person of the Company.

Operating Expenses

Total operating expense for the nine months ended September 30, 2015 was $456,958 compared with operating expense of $579,699 for the nine months ended September 30, 2014. Administrative expense decreased by $74,129 or 41% for the nine months ended September 30, 2015, which was mainly due to lesser professional fee incurred and lesser staffs employed for the nine months ended September 30, 2015. The amortization expense for the nine months ended September 30, 2015 remained stable, as no addition or disposal occurred for land use rights. The depreciation for the nine months ended September 30, 2015 slightly decreased by $1,482 or 4%, compared with the same period of 2014, which was mainly due to the fluctuation of exchange rate. In addition, there was no bad debt expense occurred for the nine months ended September 30, 2015, while bad debt expense of $46,374 was provided for the nine months ended September 30, 2014, which partially resulted in the decrease in operating expense.

Income before taxes for the nine months ended September 30, 2015 was $417,494, compared to income of $285,863 for the nine months ended September 30, 2014.

Net Income

We achieved net income of $417,494 for the nine months ended September 30, 2015, compared to net income of $285,863 for the nine months ended September 30, 2014. The increase in net income was primarily due to decrease in administrative expense and bad debt expense for the nine months ended September 30, 2015.

Other Comprehensive Loss

Our other comprehensive losses were $550, 616 and $128,304 for the nine months ended September 30, 2015 and 2014 respectively. The comprehensive income for each period referred to net income plus the foreign currencies translation gain (loss), between the U.S. Dollar and the Chinese Yuan RMB (or Hong Kong Dollar for Wah Bon).

Stockholders' Equity

Stockholders' equity increased to $17,753,136 as of September 30, 2015, from $16,313,807 as of December 31, 2014. The increase was due to the net income of $410,900, an increase in additional paid-in capital of $1,572, 451, and offset by other comprehensive loss (foreign currency translation income) of $550, 616, for the nine months ended September 30, 2015.

On September 15, 2015, the Company was exempt from the loan of RMB 10,000,000 (approximately $1,572, 451) owed to Shaanxi East Mining Co., Ltd, a company owned by Zhang Hongjun (70% ownership) and Wang Shengli (30% ownership). As both Shaanxi East Mining Co., Ltd and the Company are under common control of Zhang Hongjun and Wang Shengli, the extinguishment of related party loan is accounted for as a transaction between entities under common control with $1,572,451 recorded as an adjustment to stockholders' equity (additional paid-in capital).

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows From Operating Activities

Net cash used in operating activities of $104,754 for the nine months ended September 30, 2015, decreased by $49,390 or 32%, compared with net cash used of $154,144 for the nine months ended September 30, 2014. The adjustments to reconcile our net income to net cash flow include increased receivables of $926,521 from Shaanxi Huanghe Bay Springs Lake Theme Park Ltd and Heyang County Huanghe Bay Resort Hotel Co., Ltd, depreciation expense of $40,249, amortization of $311,639 for land use rights, an increase in operating assets of $242 and an increase in operating liability of $52,627.

Cash Flows From Investing Activities

There was no cash flow in investing activities for the nine months ended September 30, 2015. And net cash provided by investing activities of $69,943 for the nine months ended September 30, 2014 was the proceeds from related parties.

Cash Flows From Financing Activities

The Company borrowed $50,066 and $21,641 from its related parties for the nine months ended September 30, 2015 and 2014 respectively.

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 received cash of $50,066 from our related parties for the nine months ended September 30, 2015.

Our current assets decreased by $58,653 and total assets decreased by $300,290 respectively.

We have cash of $15,902 and $72,156 as of September 30, 2015 and December 31, 2014 respectively.

We believe that we have sufficient cash to fund operations for the next twelve (12) months.

FINANCING

We anticipated the 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 for the nine months ended September 30, 2015.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

None

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition 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.

Revenue Recognition

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 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.

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.

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 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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form10-Q, 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 September 30, 2015. 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 September 30, 2015.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the nine months ended September 30, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We made no sales of unregistered securities during the nine months ended September 30, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and: 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

The following exhibits are included as part of this report:

* This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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.

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