10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended September 30, 2021

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 No. 000-56156

FOVEA JEWELRY HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Wyoming	95-4202424
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Room 403, 4/F, Phase 1 Austin Tower

22-26A Austin Avenue

Tsim Sha Tsui, Hong Kong

(Address of principal executive offices, zip code)

+852 6847 6812

(Registrant’s telephone number, including area code)

______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 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 ☒      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐      No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 30, 2021, there were approximately 8,099,119 shares of common stock, $0.001 par value per share, outstanding.

FOVEA JEWELRY HOLDINGS, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

INDEX

Index		Page
Part I. Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets at September 30, 2021 (Unaudited) and December 31, 2020.	5
	Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited).	6
	Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020 (unaudited).	7
	Consolidated Statements of Changes in Stockholders’ Equity (deficit) for the Three and Nine Months ended September 30, 2021 and 2020 (Unaudited).	8
	Notes to Condensed Consolidated Financial Statements (unaudited).	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20
Part II. Other Information
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	21
Item 4.	Mine Safety Disclosures.	21
Item 5.	Other Information.	21
Item 6.	Exhibits.	23
Signatures		24

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Fovea Jewelry Holdings, Ltd., a Wyoming corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of oil and gas prices, the possibility that equipment development efforts will not produces equipment that prospective customers want to purchase, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FOVEA JEWELRY HOLDINGS, LTD

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations and Comprehensive Income	6
Condensed Consolidated Statements of Cash Flows	7
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	8
Notes to Condensed Consolidated Financial Statements	9

4

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	September 30, 2021			December 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current asset:
Cash and cash equivalents	$	956,572		$	832,151
Total current assets		956,572			832,151
Non-current asset:
Plant and equipment		22,474			28,378
TOTAL ASSETS	$	979,046		$	860,529
LIABILTIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Income tax payable	$	10,887		$	236
Deferred tax liabilities		3,708			4,682
Total current liabilities		14,595			4,918
TOTAL LIABILITIES		14,595			4,918
Commitments and contingencies		-			-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2020		-			-
Series A preferred stock, $0.001 par value,1,000,000 shares designated; 1,000,001 and 1,000,000 issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively		1,000			1,000
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 8,099,119 and 10,199,119 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		8,099			10,199
Common stock to be issued		-			90
Additional paid-in capital		131,700			129,510
Accumulated other comprehensive loss		(19,820	)		(10,591	)
Retained earnings		843,472			725,403
Stockholders’ equity		964,451			855,611
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	979,046		$	860,529

See accompanying notes to condensed consolidated financial statements.

5

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Three Months ended September 30,						Nine Months ended September 30,
	2021			2020			2021			2020
REVENUE, NET	$	97,651		$	542,900		$	565,824		$	942,965
Cost of revenue		(81,348	)		(271,443	)		(407,903	)		(604,566	)
Gross profit		16,303			271,457			157,921			338,399
Operating expenses:
General and administrative expenses		(10,803	)		(8,630	)		(30,129	)		(32,220	)
Total operating expenses		(10,803	)		(8,630	)		(30,129	)		(32,220	)
INCOME BEFORE INCOME TAXES		5,500			262,827			127,792			306,179
Income tax expenses		(295	)		(22,312	)		(9,723	)		(21,674	)
NET INCOME		5,205			240,515			118,069			284,505
Other comprehensive income (loss):
– Foreign currency adjustment income (loss)		(2,584	)		326			(9,229	)		(16,025	)
COMPREHENSIVE INCOME	$	2,621		$	240,841		$	108,840		$	268,480
Net income per share – Basic and Diluted	$	0.00		$	0.02		$	0.01		$	0.03
Weighted average common shares outstanding
– Basic and Diluted		8,099,119			10,161,039			9,568,350			10,161,039

See accompanying notes to condensed consolidated financial statements.

6

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Nine Months ended September 30,
	2021			2020
Cash flow from operating activities:
Net income	$	118,069		$	284,505
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of plant and equipment		5,794			5,798
Change in operating assets and liabilities:
Accounts receivable		-			(543,639	)
Deferred tax liabilities		(974	)		(3,431	)
Accounts payable		-			271,812
Accrued liabilities and other payables		10,651			14,456
Net cash provided by operating activities		133,540			29,501
Cash flows from financing activities:
Amount due to a director		-			2,062
Net cash provided by financing activities		-			2,062
Foreign currency translation adjustment		(9,119	)		(16,188	)
Net change in cash and cash equivalents		115,302			15,375
BEGINNING OF PERIOD		832,151			31,380
END OF PERIOD	$	956,572		$	46,755
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to condensed consolidated financial statements.

7

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	For the Three and Nine Months ended September 30, 2021 and 2020
	Series A preferred stock				Series B preferred stock				Common stock						Common stock			Additional			Accumulated other						Total
	No. of shares		Amount		No. of shares		Amount		No. of shares			Amount			to be issued			paid-in capital			comprehensive income (loss)			Retained earnings			stockholders’ equity
Balance as of January 1, 2020		1,000,000	$	1,000		-	$			10,090,974		$	10,091		$	-		$			$	369		$	18,996		$	30,526
Issuance of fractional shares		-		-		-		-		108,145			108			-						-			(108	)		-
Foreign currency translation adjustment		-		-		-		-		-			-			-						(17,977	)		-			(17,977	)
Net income for the period		-		-		-		-		-			-			-						-			13,510			13,510
Balance as of March 31, 2020		1,000,000	$	1,000		-		-		10,161,039		$	10,161		$	-		$			$	(17,608	)	$	32,468		$	26,059
Foreign currency translation adjustment		-		-						-			-			-			-			1,626			-			1,626
Net income for the period		-		-		-		-		-			-			-			-			-			30,480			30,480
Balance as of June 30, 2020		1,000,000	$	1,000		-	$	-		10,161,039		$	10,161		$	-		$	-		$	(15,982	)	$	62,498		$	58,165
Foreign currency translation adjustment		-		-		-		-		-			-			-			-			326			-			326
Net income for the period		-		-		-		-		-			-			-			-			-			240,515			240,515
Balance as of September 30, 2020		1,000,000	$	1,000		-	$	-		10,161,039		$	10,161		$	-		$	-		$	(15,656	)	$	303,463		$	299,006
Balance as of January 1, 2021 (Audited)		1,000,000	$	1,000		-		-		10,199,119		$	10,199		$	90		$	129,510		$	(10,591	)	$	725,403		$	855,611
Shares issued to service providers		-		-		-		-		900,000			900			(90	)		(810	)		-			-			-
Foreign currency translation adjustment		-		-		-		-		-			-			-			-			(7,743	)		-			(7,743	)
Net income for the period		-		-		-		-		-			-			-			-			-			66,858			66,858
Balance as of March 31, 2021		1,000,000	$	1,000		-		-		11,099,119		$	11,099		$	-		$	128,700		$	(18,334	)	$	792,261		$	914,726
Issuance of preferred stock and cancellation of common stock		-		-		1		-		(3,000,000	)		(3,000	)					3,000			-			-			-
Foreign currency translation adjustment		-		-		-		-		-			-			-			-			1,098			-			1,098
Net income for the period		-		-		-		-		-			-			-			-			-			46,006			46,006
Balance as of June 30, 2021		1,000,000		1,000		1		-		8,099,119			8,099			-			131,700			(17,236	)		838,267			961,830
Foreign currency translation adjustment		-		-		-		-		-			-			-			-			(2,584	)		-			(2,584	)
Net income for the period		-		-		-		-		-			-			-			-			-			5,205			5,205
Balance as of September 30, 2021		1,000,000	$	1,000		1	$	-		8,099,119		$	8,099		$	-		$	131,700		$	(19,820	)	$	843,472		$	964,451

See accompanying notes to consolidated financial statements.

8

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Fovea Jewelry Holdings, Ltd (the “Company” or “FJHL”) was originally founded on February 1, 2006 as Dycam, Inc. On March 4, 2019, the Company redomiciled from Nevada to Wyoming. Currently, the Company through its subsidiaries, mainly commenced to operate an online store to sell the quality jewelry at affordable prices on www.fovea-jewellery.com. The goal is to “Deliver A Better Living”. All products selling on the online store are with great quality, natural, socially responsible and niche.

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Fovea International Holdings Limited	British Virgin Islands	Investment holding	100 ordinary shares at par value of US$1		100	%
Fovea Jewellery Holdings Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%
Gold Shiny International Limited	British Virgin Islands	Investment holding	115 ordinary shares at par value of US$1		100	%
Gold Shiny (Asia) Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

· Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 26, 2021.

9

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

· Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

· Basis of consolidation

The condensed consolidated financial statements include the accounts of FJHL and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

· Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

· Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

· Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful lives
Computer equipment	5 years

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Depreciation expense for the three months ended September 30, 2021 and 2020 were $1,929 and $1,932, respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $5,794 and $5,798, respectively.

· Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company’s adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

10

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

• identify the contract with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to performance obligations in the contract; and

• recognize revenue as the performance obligation is satisfied.

· Cost of revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

· Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

· Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2021 and 2020.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

11

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

	September 30, 2021		September 30, 2020
Period-end HKD:US$ exchange rate		0.12843		0.12903
Period average HKD:US$ exchange rate		0.12876		0.12885

· Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the period ended September 30, 2021 and 2020, the Company operates in one reportable operating segment in Hong Kong.

· Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) 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 parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have 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.

12

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

· Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

13

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

· Recent accounting pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis. The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE – 3 STOCKHOLDERS’ EQUITY

Authorized shares

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 5,000,000 shares of preferred stock, with a par value of $0.001.

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 2,000,000,000 shares of common stock, with a par value of $0.001.

14

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Series B Preferred Stock

On April 12, 2021, the Company designated a class of preferred stock titled, Series B Preferred Stock, with a par value of $0.001 per share, and consisting of one share. The Series B preferred carries voting rights equal to 110% of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Issued and outstanding shares

In January 2021, the Company completed the issuance of 900,000 shares of its common stock to six individuals of consultants and service providers for their services rendered to the Company.

As of September 30, 2021 and December 31, 2020, the Company had 1,000,000 shares of Series A preferred stock issued and outstanding.

As of September 30, 2021 and December 31, 2020, the Company had 1 and 0 share of Series B preferred stock issued and outstanding respectively.

As of September 30, 2021 and December 31, 2020, the Company had 8,099,119 and 10,199,119 shares of common stock issued and outstanding, respectively.

NOTE – 4 INCOME TAX

The provision for income taxes consisted of the following:

	Nine months ended September 30,
	2021			2020
Current tax	$	10,679		$	25,129
Deferred tax		(956	)		(3,455	)
Income tax expense	$	9,723		$	21,674

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

FJHL is registered in the State of Wyoming and is subject to the tax laws of United States of America.

For the nine months ended September 30, 2021 and 2020, there was no operation in the United States of America.

BVI

Under the current BVI law, the Company is not subject to tax on income.

15

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Income before income taxes	$	127,792		$	306,179
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		21,086			50,519
Tax effect of non-deductible items		637			956
Tax effect of tax holiday		(11,044	)		(26,346	)
Income tax expense	$	10,679		$	25,129

The following table sets forth the significant components of the deferred tax liabilities of the Company as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Deferred tax liabilities:
Accelerated depreciation	$	(3,708	)	$	(4,682	)

NOTE – 5 RELATED PARTY TRANSACTIONS

Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE – 6 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s revenues totaling $97,651.

For the three months ended September 30, 2020, there is one single customer who accounts for 100% of the Company’s revenues totaling $542,900 and its outstanding receivable balances of $543,639 as at period-end date.

For the nine months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s revenues totaling $565,824.

For the nine months ended September 30, 2020, there is one single customer who accounts for 87% or more of the Company’s revenues totaling $818,008 and its outstanding receivable balances of $543,639 as at period-end date.

All of the Company’s customers are located in Hong Kong.

(b) Major vendor

For the three months ended September 30, 2021, there is one single vendor who accounts for 100% of the Company’s purchases totaling $81,348.

16

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

For the three months ended September 30, 2020, there is one single customer who accounts for 100% of the Company’s purchases totaling $271,443 and its outstanding receivable balances of $271,812 as at period-end date.

For the nine months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s purchases totaling $407,903.

	Nine months ended September 30, 2020						September 30, 2020
Vendors	Purchases		Percentage of purchases				Accounts payable
Vendors B	$	515,657		85	%		$	271,812
Vendors C		88,909		15	%			-
Total:	$	604,566		100	%	Total:	$	271,812

The Company’s vendor is located in Hong Kong.

(c) Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

NOTE – 7 COMMITMENTS AND CONTINGENCIES

As of September 30, 2021, the Company has no material commitments or contingencies.

NOTE – 8 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Fovea Jewelry Holdings, Ltd., a Wyoming corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2020 audited financial statements and related notes included in the Company’s Annual Report on Form 10-K (File No. 000-56156; the “Form 10”), as filed with the Securities and Exchange Commission on March 26, 2021. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

The Company is incorporated in the State of Wyoming as a result of a domestication from the State of Nevada on March 4, 2019, and has a fiscal year end of December 31.

CRITICAL ACCOUNTING POLICIES

PLAN OF OPERATION

Our plan of operations over the next 12 month period is to continue developing our website to have a fully functioning online store and sell our diamond products.

Results of Operations

Comparison of the three months ended September 30, 2021 and September 30, 2020

The following table sets forth certain operational data for the three months ended September 30, 2021, compared to the three months ended September 30, 2020:

	Three months ended September 30,
	2021			2020
Revenue	$	97,651		$	542,900
Cost of revenue		(81,348	)		(271,443	)
Gross profit		16,303			271,457
Operating Expenses		(10,803	)		(8,630	)
Income from operations		5,500			262,827
Income tax expense		(295	)		(22,312	)
NET INCOME	$	5,205		$	240,515

Revenue. We generated revenues of $97,651 and $542,900 for the three months ended September 30, 2021 and 2020, respectively. The decrease in revenue is attributable to the decrease in market demand.

Cost of Revenue. Cost of revenue for the three months ended September 30, 2021, was $81,348, as compared to cost of revenue of $271,443 for the same period ended September 30, 2020. Cost of revenue decreased primarily as a result of the decrease in market demand.

Gross Profit. We achieved a gross profit of $16,303 and $271,457 for the three months ended September 30, 2021, and 2020, respectively. The decrease in gross profit is primarily attributable to the decreasing market demand.

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Operating Expenses. We incurred G&A expenses of $10,803 and $8,630 for the three months ended September 30, 2021, and 2020, respectively. The increase in G&A is primarily attributable to increase professional, administrative and other fees.

Income Tax Expense. Our income tax expenses for the three months ended September 30, 2021 and 2020 were $295 and $22,312, respectively.

Net Income. During the three months ended September 30, 2021, we incurred a net income of $5,205, as compared to net income of $240,515 for the same period ended September 30, 2020.

Comparison of the nine months ended September 30, 2021 and September 30, 2020

	Nine months ended September 30,
	2021			2020
Revenue	$	565,824		$	942,965
Cost of revenue		(407,903	)		(604,566	)
Gross profit		157,921			338,399
Operating Expenses		(30,129	)		(32,220	)
Income from operations		127,792			306,179
Income tax expense		(9,723	)		(21,674	)
NET INCOME	$	118,069		$	284,505

Revenue. We generated revenues of $565,824 and $942,965 for the nine months ended September 30, 2021 and 2020, respectively. The decrease in revenue is attributable to the decrease in market demand.

Cost of Revenue. Cost of revenue for the nine months ended September 30, 2021, was $407,903, as compared to cost of revenue of $604,566 for the same period ended September 30, 2020. Cost of revenue decreased primarily as a result of the decrease in market demand.

Gross Profit. We achieved a gross profit of $157,921 and $338,399 for the nine months ended September 30, 2021, and 2020, respectively. The decrease in gross profit is primarily attributable to the decreasing market demand.

Operating Expenses. We incurred G&A expenses of $30,129 and $32,220 for the nine months ended September 30, 2021, and 2020, respectively. The decrease in G&A is primarily attributable to decrease professional, administrative and other fees.

Income Tax Expense. Our income tax expenses for the nine months ended September 30, 2021 and 2020 were $9,723 and $21,674, respectively.

Net Income. During the nine months ended September 30, 2021, we incurred a net income of $118,069, as compared to net income of $284,505 for the same period ended September 30, 2020.

Liquidity and Capital Resources

As of September 30, 2020, we had cash and cash equivalents of $956,572. As of December 31, 2020, we had cash and cash equivalents of $832,151.

	Nine Months Ended September 30,
	2021		2020
Net cash provided by operating activities	$	133,540	$	29,501
Net cash used in investing activities	$	-	$	-
Net cash provided by financing activities	$	-	$	2,062

19

Net Cash Provided By Operating Activities.

For the nine months ended September 30, 2021, net cash provided by operating activities was $133,540 which consisted primarily of a net income of $118,069, depreciation of property, plant and equipment of $5,794, an increase in income tax payables of $10,651 and offset by a decrease in deferred tax liabilities of $974.

For the nine months ended September 30, 2020, net cash provided by operating activities was $29,501, which consisted primarily of a net income of $284,505, depreciation of property, plant and equipment of $5,798, an increase in accounts receivable of $543,639, an increase in accounts payable of $271,812, an increase in income tax payable of $25,164, offset by a decrease in accrued expenses and other payables of $10,708 and a decrease in deferred tax liabilities of $3,431.

Net Cash Used In Investing Activities.

For the nine months ended September 30, 2021 and 2020, net cash used in investing activities was $0.

Net Cash Provided By Financing Activities.

For the nine months ended September 30, 2021, net cash provided by financing activities was $0.

For the nine months ended September 30, 2020, net cash provided by financing activities was $2,062, which primarily consisted of advances from a director.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Subsequent Events

None through the date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our Chief Executive Officer, who acts as both our principal executive officer and our principal financial officer, is responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our Chief Executive Officer, who acts as both principal executive officer and principal financial officer, concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2021.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

20

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

Series B Preferred Stock

On April 12, 2021, the Company designated a class of preferred stock titled, Series B Preferred Stock, with a par value of $0.001 per share, and consisting of one share. The Series B preferred carries voting rights equal to 110% of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

21

Additionally, the one share of Series B Preferred Stock contains protective provisions, which precludes the Company from taking the certain actions without the approval of the holder of the share of Series B Preferred Stock. More specifically, so long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, voting as a separate class:

(a)	amend the Articles of Incorporation or, unless approved by the Board of Directors, including by the Series B Director, amend the Company’s Bylaws;
(b)	change or modify the rights, preferences or other terms of the Series B Preferred Stock, or increase or decrease the number of authorized shares of Series B Preferred Stock;
(c)	reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, including by the Series B Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan);
(d)	authorize or effect any transaction constituting a “Deemed Liquidation” under the Articles, or any other merger or consolidation of the Company;
(e)	increase or decrease the size of the Board of Directors as provided in the Bylaws of the Company or remove the Series B Director (unless approved by the Board of Directors, including the Series B Director);
(f)	declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by the Board of Directors, including the Series B Director);
(g)	redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of Common Stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by the Board of Directors, including the Series B Director);
(h)	create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;
(i)	replace the President and/or Chief Executive Officer of the Company (unless approved by the Board of Directors, including the Series B Director);
(j)	transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including the Series B Director);
(k)	issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series B Preferred Stock (unless approved by the Board of Directors, including the Series B Director);
(l)	modify or change the nature of the Company’s business;
(m)	acquire, or cause a Subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by the Board of Directors, including the Series B Director); or
(n)	sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors, including the Series B Director).

Additionally, as long as any shares of Series B Preferred Stock remain outstanding, the holders of a majority of the shares of Series B Preferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consent for that purpose shall be entitled to elect a special director to the board of directors.

Stock Purchase Agreement

On April 13, 2021, the Company entered into a Stock Purchase Agreement with Liao Zhicheng, the Company’s majority stockholder, pursuant to which the Company sold to Liao Zhicheng one share of Series B Preferred Stock in exchange for 3,000,000 shares of common stock of the Company. The Company anticipates cancelling and returning to its authorized capital stock the 3,000,000 shares of common stock purchased from Liao Zhicheng by May 31, 2021.

22

Risk Factor

Liao Zhicheng beneficially owns approximately or has the right to vote 100% of our Series B Preferred Stock, which counts for 110% of the total voting rights of the common stock. As a result, he has a controlling voting power in all matters submitted to our stockholders for approval including:

· The election of our board of directors;

· The amendment of our Articles of Incorporation or bylaws;

· The adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of his ownership and position, Liao Zhicheng is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Liao Zhicheng’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.:

Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*+
101.SCH	Inline XBRL Taxonomy Extension Schema Document*+
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*+
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*+
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*+
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*+
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*+

_____________

+ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

23

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.

	FOVEA JEWELRY HOLDINGS, LTD.
Date: November 22, 2021	By:	/s/ Thomson Lee
	Name:	Thomson Lee
	Title:	Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer)

24

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF

FOVEA JEWELRY HOLDINGS, LTD.

I, Thomson Lee, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fovea Jewelry Holdings, Ltd.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 22, 2021	By:	/s/ Thomson Lee
		Thomson Lee
		Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

OF FOVEA JEWELRY HOLDINGS, LTD.

I, Thomson Lee, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fovea Jewelry Holdings, Ltd.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 22, 2021	By:	/s/ Thomson Lee
		Thomson Lee
		Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER OF FOVEA JEWELRY HOLDINGS, LTD.

In connection with the accompanying Quarterly Report on Form 10-Q of Fovea Jewelry Holdings, Ltd. for the quarter ended September 30, 2021, the undersigned, Thomson Lee, Chief Executive Officer of Fovea Jewelry Holdings, Ltd., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 fairly presents, in all material respects, the financial condition and results of operations of Fovea Jewelry Holdings, Ltd.

Date: November 22, 2021	By:	/s/ Thomson Lee
		Chief Executive Officer
		(principal executive officer, principal accounting officer and principal financial officer)

XML

Cover	9 Months Ended
	Sep. 30, 2021 shares
Cover [Abstract]
Entity Registrant Name	FOVEA JEWELRY HOLDINGS, LTD.
Entity Central Index Key	0000850971
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding	8,099,119
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56156
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	95-4202424
Entity Address Address Line 1	Room 403, 4/F
Entity Address Address Line 2	Phase 1 Austin Tower
Entity Address Address Line 3	22-26A Austin Avenue
Entity Address City Or Town	Tsim Sha Tsui
Entity Address Country	HK
City Area Code	852
Local Phone Number	6847 6812
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current asset:
Cash and cash equivalents	$ 956,572	$ 832,151
Total current assets	956,572	832,151
Non-current asset:
Plant and equipment	22,474	28,378
TOTAL ASSETS	979,046	860,529
Current liabilities:
Income tax payable	10,887	236
Deferred tax liabilities	3,708	4,682
Total current liabilities	14,595	4,918
TOTAL LIABILITIES	14,595	4,918
Commitments and contingencies	0	0
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2020	0	0
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 8,099,119 and 10,199,119 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	8,099	10,199
Common stock to be issued	0	90
Additional paid-in capital	131,700	129,510
Accumulated other comprehensive loss	(19,820)	(10,591)
Retained earnings	843,472	725,403
Stockholders' equity	964,451	855,611
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	979,046	860,529
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2020	$ 1,000	$ 1,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	8,099,119	10,199,119
Common stock, shares outstanding	8,099,119	10,199,119
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,001	1,000,000
Preferred stock, shares outstanding	1,000,001	1,000,000
Preferred stock, shares designated	1,000,000	1,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
REVENUE, NET	$ 97,651	$ 542,900	$ 565,824	$ 942,965
Cost of revenue	(81,348)	(271,443)	(407,903)	(604,566)
Gross profit	16,303	271,457	157,921	338,399
Operating expenses:
General and administrative expenses	(10,803)	(8,630)	(30,129)	(32,220)
Total operating expenses	(10,803)	(8,630)	(30,129)	(32,220)
INCOME BEFORE INCOME TAXES	5,500	262,827	127,792	306,179
Income tax expenses	(295)	(22,312)	(9,723)	(21,674)
NET INCOME	5,205	240,515	118,069	284,505
Other comprehensive income (loss):
- Foreign currency adjustment income (loss)	(2,584)	326	(9,229)	(16,025)
COMPREHENSIVE INCOME	$ 2,621	$ 240,841	$ 108,840	$ 268,480
Net income per share - Basic and Diluted	$ 0.00	$ 0.02	$ 0.01	$ 0.03
Weighted average common shares outstanding - Basic and Diluted
- Basic and Diluted	8,099,119	10,161,039	9,568,350	10,161,039

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Total	Series A Preferred Stock	Series B Preferred Stock [Member]	Common Stock	Shares to be issued	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)	Additional Paid-In Capital
Balance, shares at Dec. 31, 2019		1,000,000		10,090,974
Balance, amount at Dec. 31, 2019	$ 30,526	$ 1,000		$ 10,091	$ 0	$ 369	$ 18,996
Issuance of fractional shares, shares				108,145
Issuance of fractional shares, amount		0	$ 0	$ 108	0		(108)
Foreign currency translation adjustment	(17,977)	0	0	0	0	(17,977)	0
Net income for the period	13,510	$ 0	0	$ 0	0	0	13,510
Balance, shares at Mar. 31, 2020		1,000,000		10,161,039
Balance, amount at Mar. 31, 2020	26,059	$ 1,000	0	$ 10,161	0	(17,608)	32,468
Balance, shares at Dec. 31, 2019		1,000,000		10,090,974
Balance, amount at Dec. 31, 2019	30,526	$ 1,000		$ 10,091	0	369	18,996
Net income for the period	284,505
Balance, shares at Sep. 30, 2020		1,000,000		10,161,039
Balance, amount at Sep. 30, 2020	299,006	$ 1,000	0	$ 10,161	0	(15,656)	303,463	$ 0
Balance, shares at Mar. 31, 2020		1,000,000		10,161,039
Balance, amount at Mar. 31, 2020	26,059	$ 1,000	0	$ 10,161	0	(17,608)	32,468
Foreign currency translation adjustment	1,626	0		0	0	1,626	0	0
Net income for the period	30,480	$ 0	0	$ 0	0	0	30,480	0
Balance, shares at Jun. 30, 2020		1,000,000		10,161,039
Balance, amount at Jun. 30, 2020	58,165	$ 1,000	0	$ 10,161	0	(15,982)	62,498	0
Foreign currency translation adjustment	326	0	0	0	0	326	0	0
Net income for the period	240,515	$ 0	0	$ 0	0	0	240,515	0
Balance, shares at Sep. 30, 2020		1,000,000		10,161,039
Balance, amount at Sep. 30, 2020	299,006	$ 1,000	0	$ 10,161	0	(15,656)	303,463	0
Balance, shares at Dec. 31, 2020		1,000,000		10,199,119
Balance, amount at Dec. 31, 2020	855,611	$ 1,000	0	$ 10,199	90	(10,591)	725,403	129,510
Foreign currency translation adjustment	(7,743)	0	0	0	0	(7,743)	0	0
Net income for the period	66,858	0	0	$ 0	0	0	66,858	0
Shares issued to service providers, shares				900,000
Shares issued to service providers, amount	0	$ 0	0	$ 900	(90)	0	0	(810)
Balance, shares at Mar. 31, 2021		1,000,000		11,099,119
Balance, amount at Mar. 31, 2021	914,726	$ 1,000	0	$ 11,099	0	(18,334)	792,261	128,700
Balance, shares at Dec. 31, 2020		1,000,000		10,199,119
Balance, amount at Dec. 31, 2020	855,611	$ 1,000	$ 0	$ 10,199	90	(10,591)	725,403	129,510
Net income for the period	118,069
Balance, shares at Sep. 30, 2021		1,000,000	1	8,099,119
Balance, amount at Sep. 30, 2021	964,451	$ 1,000	$ 0	$ 8,099	0	(19,820)	843,472	131,700
Balance, shares at Mar. 31, 2021		1,000,000		11,099,119
Balance, amount at Mar. 31, 2021	914,726	$ 1,000	$ 0	$ 11,099	0	(18,334)	792,261	128,700
Issuance of fractional shares, shares			1	(3,000,000)
Foreign currency translation adjustment	1,098	0	$ 0	$ 0	0	1,098	0	0
Net income for the period	46,006	0	0	0	0	0	46,006	0
Issuance of preferred stock and cancellation of common stock, amount	0	$ 0	$ 0	$ (3,000)		0	0	3,000
Balance, shares at Jun. 30, 2021		1,000,000	1	8,099,119
Balance, amount at Jun. 30, 2021	961,830	$ 1,000	$ 0	$ 8,099	0	(17,236)	838,267	131,700
Foreign currency translation adjustment	(2,584)	0	0	0	0	(2,584)	0	0
Net income for the period	5,205	$ 0	$ 0	$ 0	0	0	5,205	0
Balance, shares at Sep. 30, 2021		1,000,000	1	8,099,119
Balance, amount at Sep. 30, 2021	$ 964,451	$ 1,000	$ 0	$ 8,099	$ 0	$ (19,820)	$ 843,472	$ 131,700

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flow from operating activities:
Net income	$ 118,069	$ 284,505
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of plant and equipment	5,794	5,798
Change in operating assets and liabilities:
Accounts receivable	0	(543,639)
Deferred tax liabilities	(974)	(3,431)
Accounts payable	0	271,812
Accrued liabilities and other payables	10,651	14,456
Net cash provided by operating activities	133,540	29,501
Cash flows from financing activities:
Amount due to a director	0	2,062
Net cash provided by financing activities	0	2,062
Foreign currency translation adjustment	(9,119)	(16,188)
Net change in cash and cash equivalents	115,302	15,375
BEGINNING OF PERIOD	832,151	31,380
END OF PERIOD	956,572	46,755
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

XML

DESCRIPTION OF BUSINESS AND ORGANIZATION

9 Months Ended

Sep. 30, 2021

DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Fovea Jewelry Holdings, Ltd (the “Company” or “FJHL”) was originally founded on February 1, 2006 as Dycam, Inc. On March 4, 2019, the Company redomiciled from Nevada to Wyoming. Currently, the Company through its subsidiaries, mainly commenced to operate an online store to sell the quality jewelry at affordable prices on www.fovea-jewellery.com. The goal is to “Deliver A Better Living”. All products selling on the online store are with great quality, natural, socially responsible and niche.

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Fovea International Holdings Limited	British Virgin Islands	Investment holding	100 ordinary shares at par value of US$1		100	%
Fovea Jewellery Holdings Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%
Gold Shiny International Limited	British Virgin Islands	Investment holding	115 ordinary shares at par value of US$1		100	%
Gold Shiny (Asia) Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

· Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 26, 2021.

· Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

· Basis of consolidation

The condensed consolidated financial statements include the accounts of FJHL and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

· Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

· Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

· Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful lives
Computer equipment	5 years

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Depreciation expense for the three months ended September 30, 2021 and 2020 were $1,929 and $1,932, respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $5,794 and $5,798, respectively.

· Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company’s adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

• identify the contract with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to performance obligations in the contract; and

• recognize revenue as the performance obligation is satisfied.

· Cost of revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

· Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

· Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2021 and 2020.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

	September 30, 2021		September 30, 2020
Period-end HKD:US$ exchange rate		0.12843		0.12903
Period average HKD:US$ exchange rate		0.12876		0.12885

· Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the period ended September 30, 2021 and 2020, the Company operates in one reportable operating segment in Hong Kong.

· Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) 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 parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have 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.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

· Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

· Recent accounting pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis. The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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STOCKHOLDERS EQUITY

9 Months Ended

Sep. 30, 2021

STOCKHOLDERS EQUITY

NOTE - 3 STOCKHOLDERS' EQUITY

NOTE – 3 STOCKHOLDERS’ EQUITY

Authorized shares

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 5,000,000 shares of preferred stock, with a par value of $0.001.

As of September 30, 2021 and December 31, 2020, the Company’s authorized shares were 2,000,000,000 shares of common stock, with a par value of $0.001.

Series B Preferred Stock

On April 12, 2021, the Company designated a class of preferred stock titled, Series B Preferred Stock, with a par value of $0.001 per share, and consisting of one share. The Series B preferred carries voting rights equal to 110% of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Issued and outstanding shares

In January 2021, the Company completed the issuance of 900,000 shares of its common stock to six individuals of consultants and service providers for their services rendered to the Company.

As of September 30, 2021 and December 31, 2020, the Company had 1,000,000 shares of Series A preferred stock issued and outstanding.

As of September 30, 2021 and December 31, 2020, the Company had 1 and 0 share of Series B preferred stock issued and outstanding respectively.

As of September 30, 2021 and December 31, 2020, the Company had 8,099,119 and 10,199,119 shares of common stock issued and outstanding, respectively.

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INCOME TAX

9 Months Ended

Sep. 30, 2021

INCOME TAX

NOTE 4 - INCOME TAX

NOTE – 4 INCOME TAX

The provision for income taxes consisted of the following:

	Nine months ended September 30,
	2021			2020
Current tax	$	10,679		$	25,129
Deferred tax		(956	)		(3,455	)
Income tax expense	$	9,723		$	21,674

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

FJHL is registered in the State of Wyoming and is subject to the tax laws of United States of America.

For the nine months ended September 30, 2021 and 2020, there was no operation in the United States of America.

BVI

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2021 and 2020 is as follows:

	Nine months ended September 30,
	2021			2020
Income before income taxes	$	127,792		$	306,179
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		21,086			50,519
Tax effect of non-deductible items		637			956
Tax effect of tax holiday		(11,044	)		(26,346	)
Income tax expense	$	10,679		$	25,129

The following table sets forth the significant components of the deferred tax liabilities of the Company as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Deferred tax liabilities:
Accelerated depreciation	$	(3,708	)	$	(4,682	)

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

NOTE – 5 RELATED PARTY TRANSACTIONS

Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

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CONCENTRATIONS OF RISK

9 Months Ended

Sep. 30, 2021

CONCENTRATIONS OF RISK

NOTE 6 - CONCENTRATIONS OF RISK

NOTE – 6 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s revenues totaling $97,651.

For the three months ended September 30, 2020, there is one single customer who accounts for 100% of the Company’s revenues totaling $542,900 and its outstanding receivable balances of $543,639 as at period-end date.

For the nine months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s revenues totaling $565,824.

For the nine months ended September 30, 2020, there is one single customer who accounts for 87% or more of the Company’s revenues totaling $818,008 and its outstanding receivable balances of $543,639 as at period-end date.

All of the Company’s customers are located in Hong Kong.

(b) Major vendor

For the three months ended September 30, 2021, there is one single vendor who accounts for 100% of the Company’s purchases totaling $81,348.

For the three months ended September 30, 2020, there is one single customer who accounts for 100% of the Company’s purchases totaling $271,443 and its outstanding receivable balances of $271,812 as at period-end date.

For the nine months ended September 30, 2021, there is one single customer who accounts for 100% of the Company’s purchases totaling $407,903.

	Nine months ended September 30, 2020						September 30, 2020
Vendors	Purchases		Percentage of purchases				Accounts payable
Vendors B	$	515,657		85	%		$	271,812
Vendors C		88,909		15	%			-
Total:	$	604,566		100	%	Total:	$	271,812

The Company’s vendor is located in Hong Kong.

(c) Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

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COMMITEMENT AND CONTIGENCIES

9 Months Ended

Sep. 30, 2021

COMMITEMENT AND CONTIGENCIES

NOTE 7 - COMMITMENTS AND CONTIGENCIES

NOTE – 7 COMMITMENTS AND CONTINGENCIES

As of September 30, 2021, the Company has no material commitments or contingencies.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS

NOTE – 8 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 26, 2021.

Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Basis of consolidation

The condensed consolidated financial statements include the accounts of FJHL and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful lives
Computer equipment	5 years

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Depreciation expense for the three months ended September 30, 2021 and 2020 were $1,929 and $1,932, respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $5,794 and $5,798, respectively.

Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company’s adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

• identify the contract with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to performance obligations in the contract; and

• recognize revenue as the performance obligation is satisfied.

Cost of revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended September 30, 2021 and 2020.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

	September 30, 2021		September 30, 2020
Period-end HKD:US$ exchange rate		0.12843		0.12903
Period average HKD:US$ exchange rate		0.12876		0.12885

Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the period ended September 30, 2021 and 2020, the Company operates in one reportable operating segment in Hong Kong.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) 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 parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have 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.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis. The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and out of the equity method. The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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DESCRIPTION OF BUSINESS ORGANIZATION (Tables)

9 Months Ended

Sep. 30, 2021

DESCRIPTION OF BUSINESS AND ORGANIZATION

Summary of descriptions of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Fovea International Holdings Limited	British Virgin Islands	Investment holding	100 ordinary shares at par value of US$1		100	%
Fovea Jewellery Holdings Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%
Gold Shiny International Limited	British Virgin Islands	Investment holding	115 ordinary shares at par value of US$1		100	%
Gold Shiny (Asia) Limited	Hong Kong	Sales and marketing in Hong Kong	1 ordinary share at par value of HK$1		100	%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of plant and equipment

	Expected useful lives
Computer equipment	5 years

Summary of exchange rates

	September 30, 2021		September 30, 2020
Period-end HKD:US$ exchange rate		0.12843		0.12903
Period average HKD:US$ exchange rate		0.12876		0.12885

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INCOME TAX (Tables)

9 Months Ended

Sep. 30, 2021

INCOME TAX

Schedule of provision for income tax

	Nine months ended September 30,
	2021			2020
Current tax	$	10,679		$	25,129
Deferred tax		(956	)		(3,455	)
Income tax expense	$	9,723		$	21,674

Schedule of income tax rate

	Nine months ended September 30,
	2021			2020
Income before income taxes	$	127,792		$	306,179
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		21,086			50,519
Tax effect of non-deductible items		637			956
Tax effect of tax holiday		(11,044	)		(26,346	)
Income tax expense	$	10,679		$	25,129

Schedule of Deferred Tax Liabilities

	September 30, 2021			December 31, 2020
Deferred tax liabilities:
Accelerated depreciation	$	(3,708	)	$	(4,682	)

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CONCENTRATIONS OF RISK (Tables)

9 Months Ended

Sep. 30, 2021

CONCENTRATIONS OF RISK

Schedule of concentrations of risk

	Nine months ended September 30, 2020						September 30, 2020
Vendors	Purchases		Percentage of purchases				Accounts payable
Vendors B	$	515,657		85	%		$	271,812
Vendors C		88,909		15	%			-
Total:	$	604,566		100	%	Total:	$	271,812

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DESCRIPTION OF BUSINESS AND ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 2021
Fovea International Holdings Limited [Member]
Place of incorporation and kind of legal entity	British Virgin Islands
Principal activities and place of operation	Investment holding
Particulars of registered/ paid up share capital	100 ordinary shares at par value of US$1
Effective interest held	100.00%
Fovea Jewellery Holdings Limited [Member]
Place of incorporation and kind of legal entity	Hong Kong
Principal activities and place of operation	Sales and marketing in Hong Kong
Particulars of registered/ paid up share capital	1 ordinary share at par value of HK$1
Effective interest held	100.00%
Gold Shiny International Limited [Member]
Place of incorporation and kind of legal entity	British Virgin Islands
Principal activities and place of operation	Investment holding
Particulars of registered/ paid up share capital	115 ordinary shares at par value of US$1
Effective interest held	100.00%
Gold Shiny (Asia) Limited [Member]
Place of incorporation and kind of legal entity	Hong Kong
Principal activities and place of operation	Sales and marketing in Hong Kong
Particulars of registered/ paid up share capital	1 ordinary share at par value of HK$1
Effective interest held	100.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2021
Computer Equipment [Member]
Expected useful lives	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	Sep. 30, 2021	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Period-end HKD:US$ exchange rate	0.12843	0.12903
Period average HKD:US$ exchange rate	0.12876	0.12885

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Depreciation expense	$ 1,929	$ 1,932	$ 5,794	$ 5,798

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STOCKHOLDERS EQUITY (Details Narrative) - $ / shares		9 Months Ended
	Apr. 12, 2021	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, shares par value		$ 0.001	$ 0.001
Preferred stock, shares authorized		5,000,000	5,000,000
Common stock, shares par value		$ 0.001	$ 0.001
Common stock, shares authorized		2,000,000,000	2,000,000,000
Common stock, shares issued		8,099,119	10,199,119
Common stock, shares outstanding		8,099,119	10,199,119
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
January 2021 [Member] | Consultants [Member]
Common stock shares issued during the period		900,000
Series A Preferred Stock [Member]
Preferred stock, shares par value		$ 0.001	$ 0.001
Preferred stock, shares issued		1,000,001	1,000,000
Preferred stock, shares outstanding		1,000,001	1,000,000
Series B Preferred Stock
Preferred stock, shares par value	$ 0.001
Preferred stock, shares issued		1	0
Preferred stock, shares outstanding		1	0
Voting right percentage	110.00%

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INCOME TAX (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020
INCOME TAX
Current tax	$ 10,679	$ 25,129
Deferred Tax	(956)	(3,455)
Income tax (credit) expense	$ 9,723	$ (21,674)

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INCOME TAX (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
INCOME TAX
Income before income taxes	$ 127,792	$ 306,179
Statutory income tax rate	16.50%	16.50%
Income tax expense at statutory rate	$ 21,086	$ 50,519
Tax effect of non-deductible items	637	956
Tax effect of tax holiday	(11,044)	(26,346)
Income tax expenses	$ 10,679	$ 25,129

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INCOME TAX (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Deferred tax liabilities:
Accelerated depreciation	$ (3,708)	$ (4,682)

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INCOME TAX (Details Narrative) - Hong Kong [Member]	9 Months Ended
	Sep. 30, 2021
Minimum [Member]
Profits tax rates	8.25%
Maximum [Member]
Profits tax rates	16.50%

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CONCENTRATIONS OF RISK (Details )	9 Months Ended
	Sep. 30, 2020 USD ($)
Purchase	$ 604,566
Percentage of purchase	100.00%
Accounts payable	$ 271,812
Customer B [Member]
Purchase	$ 515,657
Percentage of purchase	85.00%
Accounts payable	$ 271,812
Customer C [Member]
Purchase	$ 88,909
Percentage of purchase	15.00%
Accounts payable	$ 0

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CONCENTRATIONS OF RISK (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue	$ 97,651	$ 542,900	$ 565,824	$ 942,965
Purchase				604,566
Major Customer [Member] | Vendor 1 [Member]
Outstanding receivable balance		$ 271,812
Concentration risk	100.00%	100.00%	100.00%
Purchase	$ 81,348	$ 271,443	$ 407,903
Customer One [Member]
Revenue	$ 97,651	$ 542,900	$ 565,824	$ 818,008
Percentages of revenue	100.00%	100.00%	100.00%	87.00%
Outstanding receivable balance		$ 543,639		$ 543,639