UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the ~~quarter ended:~~quarterly period ended ~~August~~March 31, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR ~~15(D)~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Transition Period~~transition period from ____________ to ___________ ~~to____________~~

Commission File ~~Number:~~No. 333-216921

FOLKUP DEVELOPMENT INC.

(Exact name of registrant as specified in its charter)

Nevada

32-0499929

~~3799~~

(State or ~~Other Jurisdiction~~other jurisdiction of

~~Incorporation~~ incorporation or ~~Organization)~~organization)

~~IRS~~(I.R.S. Employer

Identification ~~Number~~

~~Primary Standard Industrial~~

~~Classification Code Number~~No.)

Unit 17-18, 23/F, Metropole Square

2 On Yiu Street, Sha Tin

New Territories, Hong Kong

(Address of principal executive offices, zip code)

~~Tel. (852) 3487 6330~~+852 3487-6330

~~(Address and~~(Registrant’s telephone number, ~~of principal executive offices)~~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 o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o☐

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	o☐	Accelerated filer	o☐
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. o☒

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~October 7, 2020,~~May 13, 2021, there were ~~3,800,000~~9,800,000 shares of common stock, $0.001 par value ~~$0.001~~ per share, outstanding.

FOLKUP DEVELOPMENT INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2021

INDEX

Index			Page

PART II. FINANCIAL INFORMATION

~~FINANCIAL INFORMATION:~~Item 1.	Financial Statements.		F-1

	Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020.			F-3

	Consolidated Statements of Operations for the Three Months ended March 31, 2021 and 2020 (unaudited)			F-4

~~Item 1.~~	~~Financial Statements~~		3
	Consolidated Statements of Cash Flows for the Three Months ended March 31, 2021 and 2020 (unaudited).			F-6

	~~Condensed Balance Sheets as~~Consolidated Statements of ~~August~~Changes in Stockholders’ Deficit for Three Months ended March 31, 2021 and 2020 (unaudited) ~~and November 30, 2019~~		4
			F-7

	~~Condensed Statements of Operations for the three and nine months ended August 31, 2020 and 2019 (unaudited)~~		5

	~~Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended August 31, 2020 and 2019 (unaudited)~~		6

	~~Condensed Statements of Cash Flows for the nine months ended August 31, 2020 and 2019 (unaudited)~~		7

	~~Condensed~~ Notes to ~~the~~Condensed Financial Statements (unaudited).			F-8	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.			4	12

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.			8	15

Item 4.	Controls and ~~Procedures~~Procedures.			8	15

PART IIII. OTHER INFORMATION		~~OTHER INFORMATION:~~

Item 1.	Legal ~~Proceedings~~Proceedings.			9	16

Item 1A1A.	Risk ~~Factors~~Factors.			9	16

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.			9	16

Item 3.	Defaults Upon Senior ~~Securities~~Securities.			9	16

Item 4.	Mine Safety ~~Disclosure.~~Disclosures.			9	16

Item 5.	Other ~~Information~~Information.			9	16

Item 6.	~~Exhibits~~Exhibits.			10	17

Signatures				11
	~~Signatures~~		18

Table of ~~Content~~Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Folkup Development, Inc., a Nevada 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 to product demand, market and customer acceptance, competition, pricing, the exercise of the control over us by ~~Benson Wu,~~Hak Yiu Ng, the Company’s sole officer and director and majority shareholder, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; 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.

~~PART I~~ – ~~FINANCIAL INFORMATION~~

~~Item 1. Financial statements~~

The accompanying interim financial statements of FOLKUP DEVELOPMENT INC. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

~~The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.~~

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Table of ~~Content~~Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FOLKUP DEVELOPMENT INC.

Condensed Consolidated Financial Statements

For The Three Months Ended March 31, 2021 And 2020

(Unaudited)

F-1

Table of Contents

FOLKUP DEVELOPMENT INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page

Condensed Consolidated Balance Sheets	F-3

Condensed Consolidated Statements of Operations and Comprehensive Loss	F-4

Condensed Consolidated Statements of Cash Flows	F-6

Condensed Consolidated Statements of Changes in Stockholders’ Deficit	F-7

Notes to Condensed Consolidated Financial Statements	F-8 – F-20

F-2

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~CONDENSED BALANCE SHEETS~~

~~AS OF AUGUST 31, 2020 AND NOVEMBER 30, 2019~~(Currency expressed in United States Dollars (“US$”), except for number of shares)

ASSETS

August 31, 2020 (Unaudited)

November 30, 2019
(Audited)

Current Assets

Cash and Cash Equivalents

$ -

$ 5,101

Total Current Assets

-

5,101

Total Assets

$ -

$ 5,101

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities

Current Liabilities

Other Payables and Accrued Expenses

$ 2,998

$ -

Related Party Loans

-

29,955

Total Current Liabilities

2,998

29,955

Total Liabilities

2,998

29,955

Commitments and Contingencies

-

-

Stockholders’ Equity

Common stock, par value $0.001; 75,000,000 shares authorized, 3,800,000 and 3,800,000 shares issued and outstanding accordingly

3,800

3,800

Additional paid in capital

23,200

23,200

Accumulated deficit

(29,998 )

(51,854 )
Total Stockholders’ Deficit

(2,998 )

(24,854 )

Total Liabilities and Stockholders’ Equity

$ -

$ 5,101

	March 31, 2021			December 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	347,751		$	160,594
Accounts and retention receivables		42,228			83,169
Deposits, prepayments and other receivables		1,138,055			1,031,566
Purchase deposits		1,796,744			1,800,332

Total current assets		3,324,778			3,075,661

Non-current assets:
Energy assets		397,360			285,236
Plant and equipment		59,409			64,161
Right-of-use assets		131,769			157,379

Total non-current assets		588,538			506,776

TOTAL ASSETS	$	3,913,316		$	3,582,437

LIABILTIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Contract liabilities	$	1,613,502		$	2,158,374
Accounts payable		1,105,231			1,100,268
Accrued liabilities and other payables		326,007			129,393
Operating lease liabilities		70,458			88,537
Bank and other borrowings		617,932			588,279
Amount due to related companies		40,985			-
Amount due to a director		1,517,328			825,329

Total current liabilities		5,291,443			4,890,180

Non-current liabilities:
Operating lease liabilities		61,524			68,961
Bank and other borrowings		148,862			180,662

TOTAL LIABILITIES		210,386			5,139,803

Commitments and contingencies		-			-

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 75,000,000 shares authorized; 9,800,000 shares issued and outstanding		9,800			9,800
Additional paid in capital		351,583			351,583
Accumulated other comprehensive loss		(3,078	)		(7,120	)
Accumulated deficit		(1,936,988	)		(1,906,054	)

Total deficit of Folkup Development Inc.		(1,578,683	)		(1,551,791	)
Non-controlling interest		(9,830	)		(5,575	)
Total deficit		(1,588,513	)		(1,557,366	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,913,316		$	3,582,437

See accompanying notes ~~which are an integral part of these~~to condensed consolidated financial statements.

4F-3

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three months ended March 31,
	2021			2020

Revenue, net	$	796,301		$	743,166

Cost of revenue		(432,675	)		(626,187	)

Gross profit		363,626			116,979

Operating expenses:
Sales and marketing expenses		(99,317	)		(58,620	)
General and administrative expenses		(262,260	)		(256,118	)
Professional fee		(11,185	)		(13,455	)
Total operating expenses		(9,136	)		(328,193	)

Other (expense) income:
Interest income		4			5
Interest expenses		(26,082	)		(898	)

Total other (expenses) income		(26,078	)		(893	)

LOSS BEFORE INCOME TAXES		(35,214	)		(212,107	)

Income tax expense		-			-

NET LOSS		(35,214	)		(212,107	)

Less: Net loss attributable to non-controlling interests		(4,280	)		-

Net loss attributable to stockholders of Folkup Development Inc.	$	(30,934	)	$	(212,107	)

See accompanying notes to condensed consolidated financial statements.

F-4

Table of ~~Content~~Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE LOSS

~~FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2020 AND 2019~~(Currency expressed in United States Dollars (“US$”))

(Unaudited)

Three months ended August 31,

Nine months ended August 31,

2020

2019

2020

2019

OPERATING EXPENSES

General and Administrative Expenses

$ 2,998

$ 21,067

$ 15,793

$ 30,041

TOTAL OPERATING EXPENSES

2,998

21,067

15,793

30,041

LOSS FROM OPERATIONS

(2,998 )

(21,067 )

(15,793 )

(30,041 )

OTHER INCOME

Gain on forgiveness of related party loan

37,649

-

37,649

-

TOTAL OTHER INCOME

37,649

-

37,649

-

INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAX

34,651

(21,067 )

21,856

(30,041 )

PROVISION FOR INCOME TAXES

-

-

-

-

NET INCOME (LOSS)

$ 34,651

$ (21,067 )

$ 21,856

$ (30,041 )

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED

$ 0.01

$ (0.01 )

$ 0.01

$ (0.01 )

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

3,800,000

3,800,000

3,800,000

3,800,000

	Three months ended March 31,
	2021			2020

NET LOSS	$	(30,934	)	$	(212,107	)

Other comprehensive income:
Foreign currency translation gain		4,042			(3,457	)

Total comprehensive loss		(26,892	)		(215,564	)
Less: Comprehensive gain attributable to non-controlling interests		25			-

Total comprehensive loss attributable to stockholders of Folkup	$	(26,867	)	$	(215,564	)

See accompanying notes ~~which are an integral part of these~~to condensed consolidated financial statements.

5F-5

Table of ~~Content~~Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~(Currency expressed in United States Dollars (“US$”))

~~FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2020 AND 2019~~

(Unaudited)

Additional

Deficit Accumulated
during the

Total

Common Stock

Paid-in

Development
Stockholders’

Shares

Amount

Capital

Stage

Equity (Deficit)

Balance, November 30, 2018

3,800,000

$ 3,800

$ 23,200

$ (12,772 )

$ 14,228

Net loss for the nine months ended August 31, 2019

-

-

-

(30,041 )

(30,041 )

Balance, August 31, 2019

3,800,000

$ 3,800

$ 23,200

$ (42,813 )

$ (15,813 )

Balance, November 30, 2019

3,800,000

$ 3,800

$ 23,200

$ (51,854 )

$ (24,854 )

Net income for the nine months ended August 31, 2020

-

-

-

21,856

21,856

Balance, August 31, 2020

3,800,000

$ 3,800

$ 23,200

$ (29,998 )

$ (2,998 )

Balance, May 31, 2019

3,800,000

$ 3,800

$ 23,200

$ (21,746 )

$ 5,254

Net loss for the three months ended August 31, 2019

-

-

-

(21,067 )

(21,067 )

Balance, August 31, 2019

3,800,000

$ 3,800

$ 23,200

$ (42,813 )

$ (15,813 )

Balance, May 31, 2020

3,800,000

$ 3,800

$ 23,200

$ (64,649 )

$ (37,649 )

Net income for the three months ended August 31, 2020

-

-

-

34,651

34,651

Balance, August 31, 2020

3,800,000

$ 3,800

$ 23,200

$ (29,998 )

$ (2,998 )

	Three months ended March 31,
	2021			2020

Cash flow from operating activities:
Net loss	$	(35,214	)	$	(212,107	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of plant and equipment		4,584			1,571
Depreciation of energy assets		6,355			-
Depreciation of right-of-use assets		25,225			17,876

Change in operating assets and liabilities:
Accounts and retention receivables		40,941			46,773
Deposits, prepayments and other receivables		(106,489	)		(5,233	)
Contract assets		3,588			239,259
Contract liabilities		(544,872	)		105,247
Operating lease liabilities		1,166			940
Accounts payables		(114,657	)		-
Accrued liabilities and other payables		196,614			(54,103	)

Net cash (used in) generated from operating activities		(522,759	)		140,223

Cash flow from investing activities:
Purchases of plant and equipment		-			(810	)

Net cash used in investing activities		-			(810	)

Cash flow from financing activities:
Advance from a director		691,999			-
Advance from related companies		40,985			-
Payment of lease liabilities		(26,297	)		(18,575	)

Net cash generated from (used in) financing activities		183,928			(18,575	)

Effect on exchange rate change on cash and cash equivalents		3,229			(3,115	)

Net change in cash and cash equivalents		187,157			117,723

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		160,594			243,641

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	347,751		$	361,364

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for tax	$	-		$	-
Cash paid for interest	$	24,917		$	-

See accompanying notes ~~which are an integral part of these~~to condensed consolidated financial statements.

6F-6

Table of ~~Content~~Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

~~CONDENSED STATEMENTS OF CASH FLOWS~~(Currency expressed in United States Dollars (“US$”), except for number of shares)

~~FOR THE NINE MONTHS ENDED AUGUST 31, 2020 AND 2019~~

(Unaudited)

Nine months ended
August 31, 2020

Nine months ended
August 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) for the period

$ 21,856

$ (30,041 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Gain on forgiveness of related party loan

(37,649 )

-

Retirement of equipment

-

720

Depreciation

-

60

Changes in operating assets and liabilities

Decrease in accounts receivable

-

2,415

Decrease in accounts payable

-

(4,395 )
Increased in other payables and accrued expenses

2,998

-

NET CASH USED IN OPERATING ACTIVITIES

(12,795 )

(31,241 )

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related party loans

7,694

11,995

NET CASH PROVIDED BY FINANCING ACTIVITIES

7,694

11,995

NET CHANGE IN CASH AND CASH EQUIVALENTS

(5,101 )

(19,246 )

Cash and cash equivalents, beginning of period

5,101

33,388

Cash and cash equivalents, end of period

$ -

$ 14,142

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid

$ -

$ -

Income taxes paid

$ -

$ -

	Three months ended March 31, 2021 and 2020
	Common stock				Additional paid-		Accumulated other comprehensive			Accumulated			Non-contolling			Total stockholders’
	No. of shares		Amount		in capital		(loss) income			losses			interest			deficit

Balance as of January 1, 2021		9,800,000	$	9,800	$	351,583	$	(7,120	)	$	(1,906,054	)	$	(5,575	)	$	(1,557,366	)

Foreign currency translation adjustment		-		-		-		4,042			-			25			4,067
Net loss for the period		-		-		-		-			(30,934	)		(4,280	)		(35,214	)

Balance as of March 31, 2021		9,800,000	$	9,800	$	351,583	$	(3,078	)	$	(1,936,988	)	$	(9,830	)	$	(1,588,513	)


Balance as of January 1, 2020		6,000,000	$	6,000	$	351,583	$	(3,760	)	$	(1,000,733	)	$	-		$	(646,910	)

Foreign currency translation adjustment		-		-		-		(3,457	)		-			-			(3,457	)
Net loss for the period		-		-		-		-			(212,107	)		-			(212,107	)

Balance as of March 31, 2020		6,000,000	$	6,000	$	351,583	$	(7,217	)	$	(1,212,840	)	$	-		$	(862,474	)

See accompanying notes ~~which are an integral part of these~~to condensed consolidated financial statements.

7F-7

Table of ~~Content~~Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO~~FOR THE ~~CONDENSED FINANCIAL STATEMENTS~~THREE MONTHS ENDED MARCH 31, 2021 AND 2020

~~FOR THE NINE MONTHS ENDED AUGUST 31, 2020~~(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

~~Note 1~~ –~~ORGANIZATION~~1. DESCRIPTION OF BUSINESS AND ~~NATURE OF BUSINESS~~ORGANIZATION

~~FOLKUP DEVELOPMENT INC.~~Folkup Development Inc. (“the Company”~~, “we”, “us”~~ or ~~“our”~~“FLDI”) was incorporated inon July 5, 2016 under the laws of the State of ~~Nevada on July 5, 2016.~~Nevada. The Company through its subsidiaries, mainly provides the renewable energy products and solutions to the customers in Hong Kong.

~~We are a development stage corporation and have not yet generated or realized any revenues from our business. We aim to develop a renewable energy service business~~Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities	Particulars of registered/ paid up share capital	Effective interest held

SinoPower Holdings International Co. Limited	Hong Kong	Sales and marketing	1,000 ordinary shares for HK$1,000	100%

SinoPower Solar Energy Engineering Co. Limited	Hong Kong	Solar-related projects	10,000 ordinary shares for HK$10,000	100%

Sinopower Holding (Hong Kong) Co. Limited	Hong Kong	Engineering design, installation and construction of solar power ststem and project development	1,000,000,000 ordinary shares for HK$10,000,001	100%

SolarPower Investment Company Limited (formerly Byconcept Hong Kong Co. Limited)	Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%

SinoPower Solar Energy Co. Limited	Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%

SinoPower Solar Investment Co. Limited	Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%

HongKong Hydroponics Company Limited	Hong Kong	Operation of hydroponics projects	10,000 ordinary shares for HK$10,000	90%

F-8

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Currency expressed in ~~Hong Kong. The Company is currently seeking any business opportunities.~~United States Dollars (“US$”), except for number of shares)

(Unaudited)

On June 26, 2020, Milena Topolac Tomovic, the then major shareholder, entered into a Stock Purchase Agreement with Benson Wu (“New Majority Shareholder”) wherein Milena Topolac Tomovic sold 3,000,000 shares of the Company’s common stock, representing approximately 78.9% of all issuedThe Company and ~~outstanding shares~~its subsidiaries are hereinafter referred to ~~Mr. Wu.~~

~~Effective from July 6, 2020, Milena Topolac Tomovic resigned~~ as a director, and from the offices of President, Secretary and Treasurer of, the Company. Immediately prior to such resignation, Ms. Topolac Tomovic, as the sole member of the board of directors at such time, appointed Benson Wu as a director, and as President, Secretary and Treasurer of the Company. Mr. Wu is currently the Company’s sole officer and director.(the “Company”).

~~Note 2~~ –2. GOING CONCERN UNCERTAINTIES

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in ~~conformity~~the normal course of business.

The Company has suffered from continuing loss from its inception, with ~~generally accepted accounting principles,~~an accumulated deficit of $1,936,988 and working capital deficit of $1,966,665, at March 31, 2021. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which ~~contemplate~~was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

The continuation of the Company as a going ~~concern. The~~concern through March 31, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company ~~generated~~is currently pursuing additional financing for its operations. However, there is no ~~revenues for~~assurance that the ~~nine months ended August 31, 2020. The~~ Company ~~currently has accumulated deficit of $29,998 as of August 31, 2020~~will be successful in securing sufficient funds to sustain the operations.

These and ~~has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These~~other factors raise substantial doubt about the Company’s ability to continue as a going ~~concern within one year after the date that the~~concern. These condensed consolidated financial statements ~~are issued. Management anticipates~~do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. Management evaluates that lack of revenues can affect to the entity’s ability to meet its obligations. The ability of the Company to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern is dependent on management’s plans, which include further implementation of its business plan. The Company intends to position itself so that it will benot being able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

~~Note 3~~ –3. SUMMARY OF ~~SIGNIFCANT~~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

~~The~~

These accompanying condensed consolidated financial statements have been prepared in ~~accordance~~U.S. Dollars in conformity with generally accepted accounting principles in the United States of ~~America. The Company’s year end is November 30.~~

~~The~~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 ~~nine months~~interim period ended ~~August~~March 31, ~~2020~~2021 are not necessarily indicative of the results ~~of operations~~that may be expected for the ~~full year. These~~fiscal year ending December 31, 2021.

· Use of estimates and assumptions

In preparing these condensed consolidated financial statements, and related footnotes should be read in conjunction with the condensed financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2019, filed with the Securities and Exchange Commission.

~~Use of Estimates~~

~~The preparation of financial statements in conformity with generally accepted accounting principles requires~~ management ~~to make~~makes estimates and assumptions that affect the reported amounts of assets and liabilities ~~and disclosure of contingent assets and liabilities at~~in the ~~date the financial statements~~balance sheet and ~~the reported amount of~~ revenues and expenses during the ~~reporting period.~~years reported. Actual results ~~could~~may differ from ~~those~~these estimates.

~~Cash and Cash Equivalents~~

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $0 of cash as of August 31, 2020 and $5,101 as of November 30, 2019.

~~Depreciation, Amortization, and Capitalization~~

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of sport equipment is five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

8F-9

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FOLKUP DEVELOPMENT INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~AUGUST~~MARCH 31, 2021 AND 2020

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

(Unaudited)

· Basis of consolidation

The condensed consolidated financial statements include the financial statements of the Company 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 March 31, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

Included in accounts receivables are retention receivables of $6,387 and $40,169 as of March 31, 2021 and December 31, 2020. Retention receivables are interest-free and recoverable at the end of the retention period of one to two years.

· Energy assets

Energy assets consist of cost of materials, outside contract services, deposits and project development costs incurred in connection with the construction of renewable energy plants which owned by the Company. These amounts are capitalized and amortized to cost of revenues in the consolidated statements of operations on a straight-line basis over the lives of the related assets or the terms of the related contracts.

Routine maintenance costs are expensed as incurred in the consolidated statements of operations to the extent that such maintenance do not extend the life of the asset.

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Table of Contents

~~Income Taxes~~FOLKUP DEVELOPMENT INC.

~~Income taxes~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

· Plant and equipment

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

		Expected useful lives
Office equipment		5 years
Furniture and fixtures		5 years
Motor vehicle		3.33 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 March 31, 2021 and 2020 were $xxx and $xxx, respectively.

· Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the ~~asset~~standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

	•	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.

The Company recognizes revenue when or as it satisfies a performance by transferring a good or service to the customer at a point in time, generally upon the completion of the projects under fixed price contracts. Under these fixed price contracts, the Company receives an agreed-upon amount for providing products and ~~liability method, deferred~~services specified in the contract, a profit or loss is recognized depending on whether actual costs are more or less than the agreed upon amount.

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed as of the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The Company has contract assets on contracts that are generally long-term and have revenues that are recognized upon the completion.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

Contract liabilities primarily related to billings and payments received in advance of revenue recognized. As of March 31, 2021 and December 31, 2020, the Company received cash consideration from customers before the performance obligations were satisfied.

· Cost of revenue

Cost of revenue consists primarily of raw materials, the fees paid to contractors and labor costs, which are directly attributable to the construction of solar-related projects.

· 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 ~~determined based on~~reported in the ~~differences between~~accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the ~~financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount~~recoverability of deferred tax assets ~~that,~~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 three months ended March 31, 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 maintain 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.

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Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended March 31, 2021 and 2020:

	2021		2020
Period-end HKD:US$ exchange rate		0.12903		0.12754
Period average HKD:US$ exchange rate		0.12890		0.12757

· 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.

· Leases

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2020 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on ~~available evidence,~~the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

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Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

· 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 ~~realized.~~sought therein.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

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~~value of ~~Financial Instruments~~financial instruments

~~AS topic 820 "Fair Value Measurements~~

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and ~~Disclosures"~~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 ~~three-tier~~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 ~~in measuring~~to valuation techniques used to measure fair ~~value. The hierarchy prioritizes the inputs~~value into three ~~levels based on the extent to which inputs used in measuring~~(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 ~~observable in the market.~~

~~These tiers include:~~described below:

Level 1:1	~~defined as observable inputs such as quoted~~	Quoted market prices available in active ~~markets;~~markets for identical assets or liabilities as of the reporting date.

Level 2:2	~~defined as~~	Pricing inputs other than quoted prices in active markets ~~that~~included in Level 1, which are either directly or indirectly ~~observable; and~~observable as of the reporting date.

Level 3:3	~~defined as unobservable~~	Pricing inputs ~~in which little or no~~that are generally observable inputs and not corroborated by market ~~data exists, therefore requiring an entity to develop its own assumptions.~~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 ~~value~~amounts of the Company’s financial assets and liabilities, such as cash and ~~the Company’s loan~~cash equivalents, accounts and retention receivables, deposits, prepayments and other receivables, amount due from ~~shareholder approximates its fair value due to their short-term maturity.~~

~~Basic Income (Loss) Per Share~~

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of August 31, 2020 and November 30, 2019 there were no potentially dilutive debt or equity instruments issued or outstanding.

~~Revenue Recognition~~

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables,director, contract assets and ~~contract liabilities; c. Performance obligations, including when~~liabilities, accrued liabilities and other payables, operating lease liabilities and amount due to a director, approximate their fair values because of the ~~entity typically satisfies its performance obligations~~short maturity of these instruments.

· Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the nine months ended August 31, 2020adopted by the Company ~~has generated no revenue.~~

~~Stock-Based Compensation~~

~~Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date,~~as of the specified effective date. Unless otherwise discussed, the Company ~~has not adopted a stock option plan and has not granted any stock options. Certain prior year amounts have been reclassified for consistency with~~believes that the ~~current year presentation. These reclassifications had no effect on the reported results~~impact of ~~operations.~~

~~Recent Accounting Pronouncements~~

~~We have reviewed all the~~ recently issued ~~but~~standards that are not yet effective ~~accounting pronouncements and we do~~will not ~~believe any of these pronouncements will~~ have a material impact on ~~the Company.~~its financial position or results of operations upon adoption.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

In December 2019, the FASB issued ASU No 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

4. BALANCE WITH A DIRECTOR AND RELATED COMPANIES

As of March 31, 2021 and December 31, 2020, the Company’s director and a related company made temporary advances to the Company for its working capital, which is unsecured, interest-free and has no fixed terms of repayment.

5. LEASE

As of March 31, 2021 and December 31, 2020, the Company entered into one workshop under operating lease with a lease term of 2 years, commencing from November 16, 2020.

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Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~AUGUST~~MARCH 31, 2021 AND 2020

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

(Unaudited)

Right of use assets and lease liability – right of use are as follows:

March 31, 2021

December 31, 2020

Right-of-use assets

$ 131,769

$ 157,379

The lease liability – right of use is as follows:

March 31, 2021

December 31, 2020

Current portion

$ 70,458

$ 88,537

Non-current portion

61,524

68,961

Total

$ 131,982

$ 157,498

The weighted average discount rate for the operating lease is 2.75%.
As of March 31, 2021, the operating lease payment of $70,458 will become mature in the next 12 months.
6. BORROWINGS
As of March 31, 2021 and December 31, 2020, the borrowings consisted of the followings:

March 31, 2021

December 31, 2020

Bank loans

$ 252,299

$ 253,005

Other borrowings

514,495

515,936

Total

766,794

768,941

Current portion

617,932

588,279

Non-current portion

148,862

180,662

$ 766,794

$ 768,941

The borrowings are due to two financial institutions in Hong Kong which are repayable in a term of 1 to 3 years, with 12 to 36 monthly installments at interest rate ranging from 2.75% to 20.25% per annum.
At March 31, 2021, the borrowings of the Company were secured by:
·
Personal guarantee by the directors of the Company; and
·
Legal charge over the leasehold land and buildings owned by the Company’s director and a related party, Mr. Ng Hak Yiu and Mr. Lo Man Hoi.
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Table of Contents
FOLKUP DEVELOPMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)

~~Note 4~~ –~~LOAN FROM DIRECTOR~~7. STOCKHOLDERS’ DEFICIT

For the nine months ended August 31, 2020, our sole director has waived all the loans due to the Company. Loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $0 as of August 31, 2020 and $29,955 as of November 30, 2019.
~~Note 5~~ –~~COMMON STOCK~~Common stock

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

~~There were 3,800,000~~Issued and outstanding shares
As of March 31, 2021 and December 31, 2020, the Company has a total of 9,800,000 and 9,800,000 shares of its common stock issued and ~~outstanding as of August 31, 2020.~~outstanding.

~~Note 6~~ 8–~~COMMITMENTS AND CONTINGENCIES~~
Benson Wu, our sole officer and director, has agreed to provide the premises under the office needs for free use. Office location is at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong.
~~Note 7~~ –. INCOME ~~TAXES~~TAX

The Company ~~adopted~~is subject to taxes in the ~~provisions of uncertain~~governing jurisdictions in which its subsidiaries operate. The effective tax ~~positions as addressed~~rate in ~~ASC 740-10-65-1. As a~~the period presented is the result of the ~~implementation~~mix of ~~ASC 740-10-65-1, the~~income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows:
United States
The Company ~~recognized no increase~~is registered in the ~~liability for~~State of Nevada and is subject to the tax laws of United States.
The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax ~~benefits. As~~benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of ~~August 31, 2020~~operations for the ~~Company had net operating loss carry forwards of $29,998.~~periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in ~~June~~November 2020. ~~Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,~~
BVI
Under the current BVI law, the Company ~~has recorded a valuation allowance for the deferred~~is not subject to tax asset relating to these tax loss carry-forwards. The valuation allowance at August 31, 2020 was approximately $6,300. The net change in valuation allowance during the nine months ended August 31, 2020 was $4,589. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. on income.
Hong Kong

The ~~ultimate realization~~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 ~~deferred~~ income tax ~~assets is dependent upon~~rate to the ~~generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred~~effective income tax ~~liabilities, projected future taxable income,~~rate for the period ended March 31, 2021 and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance2020 is as ~~of August 31, 2020. All tax years since inception remains open for examination by taxing authorities.~~follows:

Three months ended March 31,

2021

2020

Loss before income taxes

$ (35,214 )

$ (212,107 )
Statutory income tax rate

16.5 %

16.5 %
Income tax expense at statutory rate

(5,810 )

(34,998 )
Tax effect of non-deductible items

4,162

2,950

Tax effect of non-taxable items

(1 )

(1 )
Net operating loss

1,649

32,049

Income tax expense

$ -

$ -

10F-18
Table of ~~Content~~Contents
FOLKUP DEVELOPMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of March 31, 2021 and December 31, 2020:

March 31,
2021

December 31,
2020

Deferred tax assets:

Net operating loss carryforwards

$ 149,797

$ 148,148

Less: valuation allowance

(149,797 )

(148,148 )
Deferred tax assets, net

$ -

$ -

As of March 31, 2021, the operation in Hong Kong incurred $907,861 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiry. The Company has provided for a full valuation allowance against the deferred tax assets of $149,797 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

~~FOLKUP DEVELOPMENT INC.~~9. RELATED PARTY TRANSACTIONS
~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS~~
From time to time, the director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.
For the three months ended March 31, 2021 and 2020, the Company has purchased materials amounted to $0 and $31,480, respectively, from its related company, Powerwatt Engineering Company Limited.
Also, for the three months ended March 31, 2021 and 2020, the Company was granted with the right to use the patents to their products at no fee charge by its related companies, which were controlled by the director of the Company. The management determined that such cost was nominal and did not recognize the patent expense in its financial statements.
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.
~~FOR THE NINE MONTHS ENDED AUGUST 31, 2020~~
~~(Unaudited)~~10. CONCENTRATIONS OF RISK

The ~~provision~~Company is exposed to the following concentrations of risk:
(a) Major customers
For the three months ended March 31, 2021, there is one single customer who accounts for ~~Federal income tax consists~~15.3% of the ~~following:~~

As of August 31, 2020

As of November 30, 2019

Non-current deferred tax assets:

Net operating loss carry forward

$ (6,300 )

(10,889 )
Valuation allowance

$ 6,300

10,889

Net deferred tax assets

$ -

-

Company’s revenues with $0 of accounts receivables.

~~The actual tax benefit at~~For the ~~expected rate of 21% differs from the expected tax benefit for the nine~~three months ended ~~August~~March 31, 2020, ~~and 2019 as follows:~~

Nine months ended
August 31, 2020

Nine months ended
August 31, 2019

Computed “expected” tax expense (benefit)

$ 4,589

(6,309 )
Change in valuation allowance

$ (4,589 )

6,309

Actual tax expense (benefit)

$ -

-

~~Note 8~~ –~~SUBSEQUENT EVENTS~~
~~In accordance with SFAS 165 (ASC 855-10)~~there is no single customer who accounts for 10% or more of the Company has analyzed its operations subsequent to August 31, 2020 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. Director and management stay informed about COVID-19 developments generally and ensure it has access to information related to a company’s response to the crisis and how the specific impact on the company is developing as the crisis extends.Company’s revenues.

11F-19
Table of ~~Content~~Contents
FOLKUP DEVELOPMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
(b) Economic and political risk
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
(c) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
(d) Interest rate risk
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The Company’s interest-rate risk arises from bank and other borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of March 31, 2021, bank and other borrowings were at fixed rates.
11. COMMITMENTS AND CONTINGENCIES
As of March 31, 2021, the Company has no material commitments or contingencies.
12. 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 financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company had the following material subsequent events.
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Table of Contents

~~Item~~ITEM 2.~~Management~~’~~s Discussion and Analysis of Financial Condition and Results of Operations.~~ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This quarterly report and other reports filed by ~~FOLKUP DEVELOPMENT INC.~~Folkup Development Inc. (“we,” “us,” “our,” or the “Company”), from time to time contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

OVERVIEW

The Company was incorporated in the State of Nevada on July 5, 2016, and established a fiscal year end of November 30.

On June 26, 2020, Milena Topolac Tomovic, the then major shareholder, entered into a Stock Purchase Agreement with ~~Benson Wu~~Hak Yiu Ng (“New Majority Shareholder”) wherein Milena Topolac Tomovic sold 3,000,000 shares of the Company’s common stock, representing approximately 78.9% of all issued and outstanding shares to Mr. Wu.

Effective from July 6, 2020, Milena Topolac Tomovic resigned as a director, and from the offices of President, Secretary and Treasurer of, the Company. Immediately prior to such resignation, Ms. Topolac Tomovic, as the sole member of the board of directors at such time, appointed ~~Benson Wu~~Hak Yiu Ng as a director, and as President, Secretary and Treasurer of the Company. Mr. Wu is currently the Company’s sole officer and director.

Giving effect to the transactions under the Stock Purchase Agreement, Mr. Wu is now the beneficial holder of 3,000,000 shares of common stock, or 78.9%, of the issued and outstanding shares of common stock of the Company.

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Table of Contents
Going Concern

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company plans to raise additional funds through debt or equity offerings. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue. Management believes that if we are successful in raising $750,000, we will be able to generate sales revenue within the following twelve months thereof. However, if such public financing is not available, we could fail to satisfy our future cash requirements. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

12
~~Table of Content~~
PLAN OF OPERATION

We are a development stage corporation and have not yet generated or realized any revenues from our business. In the next 12 months, we plan to increase our revenues by garnering more customers. The Company intends to develop a renewable energy service business in Hong Kong.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees; Identification of Certain Significant Employees.

We are a startup company and currently do not have employees other than ~~Benson Wu,~~Hak Yiu Ng, our sole officer and director. We intend to hire employees on an as needed basis.

Offices

Our business address is at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong. We do not pay any lease and there is no agreement to pay any lease in the future. Our telephone number is (852) 3487 6330.

Government Regulation

We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

5
Table of Contents
~~Management~~’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

~~Results~~Comparison of ~~Operations~~the Three Months Ended March 31, 2021 and 2020
The following table sets forth certain operational data for the periods indicated:

Three Months Ended
March 31,

2021

2020

Revenues, net

$ 796,301

$ 743,166

Cost of revenue

(432,675 )

(626,187 )
Gross profit

363,626

116,979

Sales and marketing expenses

(99,317 )

(58,620 )
General and administrative expenses

(273,445 )

(269,573 )
Total operating expenses

(372,762 )

(328,193 )
Total other expenses

(26,078 )

(893 )
Loss Before Income Taxes

(35,214 )

(212,107 )
Income tax expense

-

-

Net loss

(35,214 )

(212,107 )
Revenue. We generated revenues of $796,301 and $743,166 for the three ~~and nine~~ months ended ~~August~~March 31, 2021 and 2020. The increase is revenue is attributable to the completion of renewable energy projects and solutions during 2021, whose contracts were entered into during 2020.
During the three months ended March 31, 2021, the following customer accounted for 10% or more of our total net revenues:

Three months ended
March 31, 2021

March 31,
2021

Revenues

Percentage
of revenues

Accounts
receivable

The incorporation owners of 18 Rosewood

$ 122,415

15.3 %

$ -

During the three months ended March 31, 2020, ~~and 2019:~~there is no single customer who accounted for 10% or more of our total net revenues.

Cost of Revenue. Cost of revenue included material supplies, labor and sub-contractor fees. The increase of cost of ~~goods sold~~

~~For~~revenue is attributable to the ~~three month period ended August 31, 2020, the Company generated no revenue from selling or leasing means~~launch of ~~ecological urban transportation.~~

~~For the three month period ended August 31, 2019, the Company generated no revenue from selling or leasing means of ecological urban transportation.~~

~~For the nine month period ended August 31, 2020, the Company generated no revenue from selling or leasing means of ecological urban transportation.~~

~~For the nine month period ended August 31, 2019, the Company generated no revenue from selling or leasing means of ecological urban transportation.~~

~~Operating expenses~~

~~Total operating expenses for the three month ended August 31, 2020 were $2,998. The operating expenses included review fees of $2,500; professional fees of $498; bank service fees of $0.~~

Total operating expenses for the three month period ended August 31, 2019 were $21,067. The operating expenses included review fees of $2,000; consulting service fees of $18,000; professional fees of $1,067.

Total operating expenses for the nine month period ended August 31, 2020 were $15,793. The operating expenses included audit-related fees of $13,000; professional fees of $2,642; bank service fees of $151.

Total operating expenses for the nine month period ended August 31, 2019 were $30,041. The operating expenses included retired property of $720; depreciation of $60; audit-related fees of $9,600; consulting service fees of $18,000; professional fees of $1,661.renewable energy projects and solutions.

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Gross Profit. We achieved a gross profit of $363,626 and $116,979 for the three months ended March 31, 2021 and 2020, respectively. The increase in gross profit is primarily attributable to the completion of renewable energy projects and solutions during 2021 fiscal quarter.

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $99,317 and $58,620 for the three months ended March 31, 2021 and 2020, respectively. The increase in G&A is primarily attributable to more marketing expense in the launch of our renewable energy projects and solutions.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $273,445 and $269,573 for the three months ended March 31, 2021 and 2020, respectively. The increase in G&A is primarily attributable to more overheads and staff expense in the launch of our renewable energy projects and solutions.

Other Income (Expenses), net. We incurred net other expenses of $26,078 and $893 for the three months ended December 31, 2021 and 2020, respectively. Our net other expenses for the three months ended March 31, 2021 and 2020 consisted primarily of loan interest, interest on lease liabilities and interest income.

Income Tax Expense. We recorded income tax expense of $0 and $0 for the three months ended March 31, 2021 and 2020. No income expense was incurred for the three months ended March 31, 2021 and 2020.

Net Loss

~~The~~. During the three months ended March 31, 2021, we incurred a net ~~income~~loss of $35,214, as compared to $212,107 for the three months ended ~~August~~March 31, ~~2020 was $34,651 and net loss for the three months ended August 31, 2019 was $21,067.~~

~~The net income for the nine months ended August 31, 2020 was $21,856 and the net loss for the nine months ended August 31, 2019 was $30,041.~~2020.

Liquidity and Capital Resources and Cash Requirements

~~At August~~As of March 31, 2021, we had cash and cash equivalents of $347,751, deposits, prepayments and other receivables of $1,138,055, contract assets of $1,796,744 and accounts and retention receivables of $42,228.

As of December 31, 2020, ~~the Company~~we had cash and cash equivalents of ~~$0 ($5,101 as~~$160,594, accounts and retention receivables of ~~November 30, 2019). Furthermore, the Company had a working deficit~~$83,169, deposits, prepayments and other receivables of ~~$2,998 ($24,854 as~~$1,031,566, and contract assets of ~~November 30, 2019).~~$1,800,332.

~~During~~We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the ~~nine~~next 12 months.

	Three Months Ended March 31,
	2021			2020
Net cash (used in) provide by operating activities	$	(522,759	)	$	140,222
Net cash used in investing activities		-			(810	)
Net cash provided by (used in) financing activities		183,928			(18,575	)

Net Cash (Used In) Provided By Operating Activities.

For the three months ended ~~August~~March 31, ~~2020, the Company~~2021, net cash used ~~$12,795 of cash~~ in operating activities ~~due to the related party loans~~was $522,759, which consisted primarily of ~~$37,649 forfeited during the period and offset by its net income of $21,856 and increase in other payables and accrued expenses of $2,998.~~

~~During the nine months ended August 31, 2020, the Company used no cash in investing activities.~~

~~During the nine months ended August 31, 2020, the Company generated $7,694 of cash in financing activities.~~

~~During the nine months ended August 31, 2019, the Company used $31,241 of cash in operating activities due to its~~a net loss of ~~$30,041,~~$35,214, offset by a decrease in accounts ~~receivable~~and retention receivables of ~~$2,415;~~$40,941, an increase in deposits, prepayments and other receivables of $106,489, a decrease in contract assets of $3,588, a decrease in contract liabilities of $544,872, an increase in operating lease liabilities of $1,166, an increase in accrued liabilities and other payables of $196,614, a decrease in accounts ~~payable~~payables of ~~$4,395; disposal~~$114,657, depreciation of plant and equipment of ~~$720~~$4,584, depreciation of energy assets of $6,355 and depreciation of ~~$60.~~ right-of-use assets of $25,225.

~~During~~For the ~~nine~~three months ended ~~August~~March 31, ~~2019, the Company used no~~2020, net cash provided by operating activities was $140,2221, which consisted primarily of a net loss of $212,108, offset by a decrease in ~~investing activities.~~

~~During the nine months ended August 31, 2019, the Company generated $11,995~~accounts and retention receivables of ~~cash~~$46,773, an increase in ~~financing activities on accounts~~deposits, prepayments and other receivables of ~~director’s loans.~~

~~We are attempting to raise funds to proceed with our plan~~$5,233, a decrease in contract assets of ~~operations. We will have to utilize funds from Benson Wu, our sole officer~~$239,259, an increase in contract liabilities of $105,247, a decrease in accrued liabilities and director, who has verbally agreed to loan the Company funds to complete the registration process if offering proceeds are less than registration costs. However, Mr. Benson Wu has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. Mr. Benson Wu’s verbal agreement to provide us loans for registration costs is non-bindingother payables of $54,103, an increase in operating lease liabilities of $940, depreciation of plant and ~~discretionary. If we are successful, any money raised will be applied to the items set forth in the Use~~equipment of ~~Proceeds section~~$1,571 and depreciation of ~~this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan~~right-of-use assets of operations. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting.

The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to ensure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.$17,876.

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Table of ~~Content~~Contents

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Used In Investing Activities.

For the three months ended March 31, 2021, net cash used in investing activities was $0.

For the three months ended March 31, 2020, net cash used in investing activities was $810, consisting primarily of purchases of plant and equipment of $810.

Net Cash Provided By (Used In) Financing Activities.

For the three months ended March 31, 2021, net cash provided by financing activities was $183,928, consisting primarily of advances from a director of $691,999, advance from related companies of $40,985 and payment of lease liabilities of $26,297.

For the three months ended March 31, 2020, net cash used in financing activities was $18,575, consisting primarily payment of lease liabilities of $18,575.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Subsequent Events

None through date of this filing.

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures about Market Risk.~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a ~~“smaller~~smaller reporting ~~company” as~~company (as defined ~~by Item 10~~in Rule 12b-2 of ~~Regulation S-K,~~the Exchange Act), we are not required to provide the information ~~required~~called for by this ~~Item.~~Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

~~Item 4. Controls~~Evaluation of disclosure controls and ~~Procedures.~~procedures

~~Disclosure Controls~~Our management, with the participation of our President and ~~Procedures~~

~~We maintain~~our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule ~~13a‐15(e) promulgated~~13a-15(e) under the ~~Securities~~ Exchange Act as of ~~1934 (the "Exchange Act"),~~the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are ~~designed~~resource constraints and that management is required to ~~ensure~~apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our President and our Chief Financial Officer concluded that, as of March 31, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to ~~be disclosed by us~~disclose in ~~the~~ reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in ~~the Securities and Exchange Commission's~~SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our ~~Chief Executive Officer~~President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~We carried out an evaluation, under the supervision and~~Changes in internal control over financial reporting

Our management, with the participation of ~~our management, including our Chief Executive Officer~~the President and Chief Financial Officer, ~~of the effectiveness of our disclosure controls and procedures as of August 31, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found~~has concluded there were no significant changes in our internal controls over financial reporting ~~our Chief Executive Officer and Chief Financial Officer concluded~~ that ~~our disclosure controls and procedures were not effective.~~

~~Changes in Internal Controls over Financial Reporting~~

~~There has been no change in our internal control over financial reporting~~ occurred during ~~our third fiscal~~this quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

~~Item~~ITEM 1.LEGAL ~~PROCEEDINGS~~PROCEEDINGS.

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

~~Item~~ITEM 1A.RISK FACTORS

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

None.

~~Item~~ITEM 3.DEFAULTS UPON SENIOR ~~SECURITIES~~SECURITIES.

None.

~~Item~~ITEM 4.MINE SAFETY ~~DISCLOSURE~~DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

~~Item 5.~~~~OTHER INFORMATION~~

~~Changes in Control of Registrant~~

The Company is aware that on June 26, 2020, Milena Topolac Tomovic, entered into a Stock Purchase Agreement with Benson Wu, pursuant to which Milena Topolac Tomovic sold 3,000,000 shares of the Company’s common stock, representing approximately 78.9% of the issued and outstanding shares of common stock of the Company, to Mr. Wu.

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~~Item~~ITEM 6. EXHIBITS.~~EXHIBITS~~

~~The following exhibits are included as part of this report by reference:~~

(a) The following Exhibits, as required by Item 601 of Regulation ~~SK.:~~SK, are attached or incorporated by reference, as stated below.

Number		Description

2.1		Share Exchange Agreement, dated November 25, 2020, by and among Folkup Development Inc., a Nevada corporation, Powertech Holdings Company Limited, a British Virgin Islands corporation, and the holders of common stock of Powertech Holdings Company Limited. (2)
3.1		Articles of Incorporation, dated July 5, 2016 (1)
3.2		Bylaws (1)
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~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS *		XBRL Instance ~~Document~~Document*
101.SCH *		XBRL Taxonomy Extension Schema ~~Document~~Document*+
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document*+
101.DEF *		XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document*+
101.LAB *		XBRL Taxonomy Extension Label Linkbase ~~Document~~Document*+
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document*+

_______________

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-216921), filed with the ~~SEC~~Securities and Exchange Commission on March 24, 2017.
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 333-216921) dated filed with the Securities and Exchange Commission on November 27, 2020.

*Filed herewith.

+ 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.

1710

Table of ~~Content~~Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of ~~1933,~~1934, the ~~registrant~~Registrant has duly caused this ~~registration statement~~report to be signed on its behalf by the undersigned, thereunto duly ~~authorized .~~authorized.

	FOLKUP DEVELOPMENT INC.

Date: May 24, 2021	By:	/s/ ~~Benson Wu~~Hak Yiu Ng
~~Date: October 15, 2020~~		~~Name: Benson Wu~~
		~~Title: President, Treasurer and Secretary~~
	Name:	Hak Yiu Ng
	Title:	President (~~Principal Executive, Financial and Accounting Officer)~~principal executive officer)

ASSETS	August 31, 2020 (Unaudited)			November 30, 2019 (Audited)
Current Assets
Cash and Cash Equivalents	$	-		$	5,101
Total Current Assets		-			5,101

Total Assets	$	-		$	5,101

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Other Payables and Accrued Expenses	$	2,998		$	-
Related Party Loans		-			29,955
Total Current Liabilities		2,998			29,955

Total Liabilities		2,998			29,955

Commitments and Contingencies		-			-

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 3,800,000 and 3,800,000 shares issued and outstanding accordingly		3,800			3,800
Additional paid in capital		23,200			23,200
Accumulated deficit		(29,998	)		(51,854	)
Total Stockholders’ Deficit		(2,998	)		(24,854	)

Total Liabilities and Stockholders’ Equity	$	-		$	5,101

	Three months ended August 31,						Nine months ended August 31,
	2020			2019			2020			2019
OPERATING EXPENSES
General and Administrative Expenses	$	2,998		$	21,067		$	15,793		$	30,041

TOTAL OPERATING EXPENSES		2,998			21,067			15,793			30,041

LOSS FROM OPERATIONS		(2,998	)		(21,067	)		(15,793	)		(30,041	)

OTHER INCOME
Gain on forgiveness of related party loan		37,649			-			37,649			-

TOTAL OTHER INCOME		37,649			-			37,649			-

INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAX		34,651			(21,067	)		21,856			(30,041	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET INCOME (LOSS)	$	34,651		$	(21,067	)	$	21,856		$	(30,041	)

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0.01		$	(0.01	)	$	0.01		$	(0.01	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		3,800,000			3,800,000			3,800,000			3,800,000

					Additional		Deficit Accumulated during the			Total
	Common Stock				Paid-in			Development			Stockholders’
	Shares		Amount		Capital		Stage			Equity (Deficit)

Balance, November 30, 2018		3,800,000	$	3,800	$	23,200	$	(12,772	)	$	14,228

Net loss for the nine months ended August 31, 2019		-		-		-		(30,041	)		(30,041	)

Balance, August 31, 2019		3,800,000	$	3,800	$	23,200	$	(42,813	)	$	(15,813	)

Balance, November 30, 2019		3,800,000	$	3,800	$	23,200	$	(51,854	)	$	(24,854	)

Net income for the nine months ended August 31, 2020		-		-		-		21,856			21,856

Balance, August 31, 2020		3,800,000	$	3,800	$	23,200	$	(29,998	)	$	(2,998	)

Balance, May 31, 2019		3,800,000	$	3,800	$	23,200	$	(21,746	)	$	5,254

Net loss for the three months ended August 31, 2019		-		-		-		(21,067	)		(21,067	)

Balance, August 31, 2019		3,800,000	$	3,800	$	23,200	$	(42,813	)	$	(15,813	)

Balance, May 31, 2020		3,800,000	$	3,800	$	23,200	$	(64,649	)	$	(37,649	)

Net income for the three months ended August 31, 2020		-		-		-		34,651			34,651

Balance, August 31, 2020		3,800,000	$	3,800	$	23,200	$	(29,998	)	$	(2,998	)

	Nine months ended August 31, 2020			Nine months ended August 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	21,856		$	(30,041	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on forgiveness of related party loan		(37,649	)		-
Retirement of equipment		-			720
Depreciation		-			60
Changes in operating assets and liabilities
Decrease in accounts receivable		-			2,415
Decrease in accounts payable		-			(4,395	)
Increased in other payables and accrued expenses		2,998			-

NET CASH USED IN OPERATING ACTIVITIES		(12,795	)		(31,241	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party loans		7,694			11,995

NET CASH PROVIDED BY FINANCING ACTIVITIES		7,694			11,995

NET CHANGE IN CASH AND CASH EQUIVALENTS		(5,101	)		(19,246	)

Cash and cash equivalents, beginning of period		5,101			33,388

Cash and cash equivalents, end of period	$	-		$	14,142

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

	March 31, 2021		December 31, 2020

Current portion	$	70,458	$	88,537
Non-current portion		61,524		68,961

Total	$	131,982	$	157,498

	March 31, 2021		December 31, 2020

Bank loans	$	252,299	$	253,005
Other borrowings		514,495		515,936

Total		766,794		768,941

Current portion		617,932		588,279
Non-current portion		148,862		180,662

	$	766,794	$	768,941

·	Personal guarantee by the directors of the Company; and

·	Legal charge over the leasehold land and buildings owned by the Company’s director and a related party, Mr. Ng Hak Yiu and Mr. Lo Man Hoi.

	March 31, 2021			December 31, 2020

Deferred tax assets:
Net operating loss carryforwards	$	149,797		$	148,148
Less: valuation allowance		(149,797	)		(148,148	)
Deferred tax assets, net	$	-		$	-

	As of August 31, 2020			As of November 30, 2019
Non-current deferred tax assets:
Net operating loss carry forward	$	(6,300	)		(10,889	)
Valuation allowance	$	6,300			10,889
Net deferred tax assets	$	-			-

	Nine months ended August 31, 2020			Nine months ended August 31, 2019
Computed “expected” tax expense (benefit)	$	4,589			(6,309	)
Change in valuation allowance	$	(4,589	)		6,309
Actual tax expense (benefit)	$	-			-