UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended September 30, ~~2020~~2021

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

For the transition period from _______ to ______

Commission File No. 000-56156

FOVEA JEWELRY HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Wyoming		~~95-420242495~~95-4202424
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Room 403, 4/F, Phase 1 Austin Tower

22-26A Austin Avenue

Tsim Sha Tsui, Hong Kong

(Address of principal executive offices, zip code)

+852 6847 6812

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~November 12, 2020,~~September 30, 2021, there were approximately ~~10,161,039~~8,099,119 shares of common stock, $0.001 par value per share, outstanding.

FOVEA JEWELRY HOLDINGS, LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, ~~2020~~2021

INDEX

Index		Page

Part I.Financial Information

Item 1.	Financial Statements	4

	~~Condensed consolidated balance sheets~~Consolidated Balance Sheets at September 30, ~~2020~~2021 (Unaudited) and December 31, ~~2019.~~	4

	~~Condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2020 and 2019 (unaudited).~~2020.	5

	~~Condensed consolidated statements~~Consolidated Statements of ~~cash flows~~Operations and Comprehensive Income for the ~~nine months ended~~Three and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020 (unaudited).	6

	~~Condensed consolidated statements~~Consolidated Statements of ~~changes~~Cash Flows for the Nine Months ended September 30, 2021 and 2020 (unaudited).	7

	Consolidated Statements of Changes in ~~stockholders’ equity~~Stockholders’ Equity (deficit) for the ~~three~~Three and ~~nine months~~Nine Months ended September 30, ~~2020~~2021 and ~~2019~~2020 (Unaudited).	78

	Notes to Condensed Consolidated Financial Statements (unaudited).	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2220

Item 4.	Controls and Procedures.	2220

Part II.Other Information

Item 1.	Legal Proceedings.	2321

Item 1A.	Risk Factors	2321

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2321

Item 3.	Defaults Upon Senior Securities.	2321

Item 4.	Mine Safety Disclosures.	2321

Item 5.	Other Information.	2321

Item 6.	Exhibits.	2423

Signatures		24	25

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FOVEA JEWELRY HOLDINGS, LTD

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

		Page

Condensed Consolidated Balance Sheets		5

Condensed Consolidated Statements of Operations and Comprehensive Income		6

Condensed Consolidated Statements of Cash Flows		7

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		8

Notes to Condensed Consolidated Financial Statements		9

Table of Contents

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. FINANCIAL STATEMENTS.~~

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

~~AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019~~

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

September
30, 2020

December
31, 2019

(Unaudited)

(Audited)

ASSETS

Current asset:

Accounts receivable

$ 543,639

$ -

Cash and cash equivalents

46,755

31,380

Total current assets

590,394

31,380

Non-current asset:

Plant and equipment

30,322

35,957

TOTAL ASSETS

$ 620,716

$ 67,337

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 271,812

$ -

Accrued liabilities and other payables

19,935

30,643

Income tax payable

25,399

235

Deferred tax liabilities

2,502

5,933

Amount due to a director

2,062

-

Total current liabilities

321,710

36,811

TOTAL LIABILITIES

321,710

36,811

Commitments and contingencies

-

-

STOCKHOLDERS’ EQUITY

Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2019

-

-

Series A preferred stock, $0.001 par value, 1,000,000 shares designated; 1,000,000 issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively

1,000

1,000

Common stock, $0.001 par value; 2,000,000,000 shares authorized; 10,161,039 and 10,161,039 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

10,161

10,161

Accumulated other comprehensive (loss) income

(15,656 )

369

Retained earnings

303,501

18,996

Stockholders’ equity

299,006

30,526

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 620,716

$ 67,337

~~## Post a 1-for-10,000 reverse stock split effective on March 6, 2020~~

	September 30, 2021			December 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current asset:
Cash and cash equivalents	$	956,572		$	832,151

Total current assets		956,572			832,151

Non-current asset:
Plant and equipment		22,474			28,378

TOTAL ASSETS	$	979,046		$	860,529

LIABILTIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Income tax payable	$	10,887		$	236
Deferred tax liabilities		3,708			4,682

Total current liabilities		14,595			4,918

TOTAL LIABILITIES		14,595			4,918

Commitments and contingencies		0			0

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2020		0			0
Series A preferred stock, $0.001 par value,1,000,000 shares designated; 1,000,001 and 1,000,000 issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively		1,000			1,000
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 8,099,119 and 10,199,119 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		8,099			10,199
Common stock to be issued		0			90
Additional paid-in capital		131,700			129,510
Accumulated other comprehensive loss		(19,820	)		(10,591	)
Retained earnings		843,472			725,403

Stockholders’ equity		964,451			855,611

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	979,046		$	860,529

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

Three Months ended September 30,

Nine Months ended September 30,

2020

2019

2020

2019

Revenue, net

$ 542,900

$ 25,919

$ 942,965

$ 109,208

Cost of revenue

(271,443 )

(10,209 )

(604,566 )

(54,912 )

Gross profit

271,457

15,710

338,399

54,296

Operating expenses:

General and administrative expenses

(8,630 )

(5,989 )

(32,220 )

(8,667 )
Total operating expenses

(8,630 )

(5,989 )

(32,220 )

(8,667 )

INCOME BEFORE INCOME TAXES

262,827

9,721

306,179

45,629

Income tax expenses

(22,312 )

(6,204 )

(21,674 )

(6,204 )

NET INCOME

240,515

3,517

284,505

39,425

Other comprehensive income (loss):

– Foreign currency adjustment gain (loss)

326

(161 )

(16,025 )

(20 )

COMPREHENSIVE INCOME

$ 240,841

$ 3,356

$ 268,480

$ 39,405

Net income per share – Basic and Diluted

$ 0.02

$ 0.00

$ 0.03

$ 0.00

Weighted average common shares outstanding

– Basic and Diluted

10,161,039

10,161,039

10,161,039

10,161,039

~~## Post a 1-for-10,000 reverse stock split effective on March 6, 2020~~

	Three Months ended September 30,						Nine Months ended September 30,
	2021			2020			2021			2020

REVENUE, NET	$	97,651		$	542,900		$	565,824		$	942,965

Cost of revenue		(81,348	)		(271,443	)		(407,903	)		(604,566	)

Gross profit		16,303			271,457			157,921			338,399

Operating expenses:
General and administrative expenses		(10,803	)		(8,630	)		(30,129	)		(32,220	)
Total operating expenses		(10,803	)		(8,630	)		(30,129	)		(32,220	)

INCOME BEFORE INCOME TAXES		5,500			262,827			127,792			306,179

Income tax expenses		(295	)		(22,312	)		(9,723	)		(21,674	)

NET INCOME		5,205			240,515			118,069			284,505

Other comprehensive income (loss):
– Foreign currency adjustment income (loss)		(2,584	)		326			(9,229	)		(16,025	)

COMPREHENSIVE INCOME	$	2,621		$	240,841		$	108,840		$	268,480

Net income per share – Basic and Diluted	$	0.00		$	0.02		$	0.01		$	0.03

Weighted average common shares outstanding
– Basic and Diluted		8,099,119			10,161,039			9,568,350			10,161,039

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

		Nine months ended September 30,						Nine Months ended September 30,
		2020			2019			2021			2020

Cash flow from operating activities:
Net income		$	284,505		$	39,425		$	118,069		$	284,505
Adjustments to reconcile net income to net cash generated from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of plant and equipment			5,798			637			5,794			5,798

Change in operating assets and liabilities:
Accounts receivable			(543,639	)		-			0			(543,639	)
Deferred tax liabilities			(3,431	)		6,204			(974	)		(3,431	)
Tax payable			25,164			-
Accounts payable			271,812			-			0			271,812
Accrued liabilities and other payables			(10,708	)		-			10,651			14,456

Net cash provided by operating activities			29,501			46,266			133,540			29,501

Cash flow from investing activities:
Purchase of property, plant and equipment			-			(38,220	)
Net cash used in investing activities			-			(38,220	)
Cash flows from financing activities:
Amount due to a director									0			2,062

Cash flow from financing activities:
Amount due to a director			2,062			-
Net cash provided by financing activities			2,062			-			0			2,062

Foreign currency translation adjustment			(16,188	)		(23	)		(9,119	)		(16,188	)

Net change in cash and cash equivalents			15,375			8,023			115,302			15,375

BEGINNING OF PERIOD			31,380			100			832,151			31,380

END OF PERIOD		$	46,755		$	8,123		$	956,572		$	46,755

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-		$	-		$	0		$	0
Cash paid for interest		$	-		$	-		$	0		$	0

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOVEA JEWELRY HOLDINGS, LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~(DEFICIT)~~

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

Series A preferred stock

Common stock

Accumulated other comprehensive

(Accumulated
losses)
retained

Total
stockholders’
(deficit)

No. of shares

Amount

No. of shares

Amount

income (loss)
earnings
equity

Balance as of January 1, 2019

1,000,000

$ 1,000

10,161,039

$ 10,161

$ -

$ (18,704 )

$ (7,543 )

Foreign currency translation adjustment

-

-

-

-

-

-

-

Net income for the period

-

-

-

-

-

-

-

Balance as of March 31, 2019

1,000,000

1,000

10,161,039

10,161

-

(18,704 )

(7,543 )

Foreign currency translation adjustment

-

-

-

-

141

-

141

Net income for the period

-

-

-

-

-

35,908

35,908

Balance as of June 30, 2019

1,000,000

$ 1,000

10,161,039

$ 10,161

$ 141

$ 17,204

$ 28,506

Foreign currency translation adjustment

-

-

-

-

(161 )

-

(161 )
Net income for the period

-

-

-

-

-

��

3,517

3,517

Balance as of September 30, 2019

1,000,000

$ 1,000

10,161,039

$ 10,161

$ (20 )

$ 20,721

$ 31,862

Balance as of January 1, 2020

1,000,000

$ 1,000

10,161,039

$ 10,161

$ 369

$ 18,996

$ 30,526

Foreign currency translation adjustment

-

-

-

-

(17,977 )

-

(17,977 )
Net income for the period

-

-

-

-

-

13,510

13,510

Balance as of March 31, 2020

1,000,000

1,000

10,161,039

10,161

(17,608 )

32,506

26,059

Foreign currency translation adjustment

-

-

-

-

1,626

-

1,626

Net income for the period

-

-

-

-

-

30,480

30,480

Balance as of June 30, 2020

1,000,000

$ 1,000

10,161,039

$ 10,161

$ (15,982 )

$ 62,986

$ 58,165

Foreign currency translation adjustment

-

-

-

-

326

-

326

Net income for the period

-

-

-

-

-

240,515

240,515

Balance as of September 30, 2020

1,000,000

$ 1,000

10,161,039

$ 10,161

$ (15,656 )

$ 303,501

$ 299,006

~~## Post a 1-for-10,000 reverse stock split effective on March 6, 2020~~

	For the Three and Nine Months ended September 30, 2021 and 2020
	Series A preferred stock				Series B preferred stock				Common stock						Common stock			Additional			Accumulated other						Total
	No. of shares		Amount		No. of shares		Amount		No. of shares			Amount			to be issued			paid-in capital			comprehensive income (loss)			Retained earnings			stockholders’ equity

Balance as of January 1, 2020		1,000,000	$	1,000		-	$			10,090,974		$	10,091		$	0		$			$	369		$	18,996		$	30,526

Issuance of fractional shares		-		0		-		0		108,145			108			0						-			(108	)		-
Foreign currency translation adjustment		-		0		-		0		-			0			0						(17,977	)		0			(17,977	)
Net income for the period		-		0		-		0		-			0			0						0			13,510			13,510

Balance as of March 31, 2020		1,000,000	$	1,000		-		0		10,161,039		$	10,161		$	0		$			$	(17,608	)	$	32,468		$	26,059

Foreign currency translation adjustment		-		0						-			0			0			0			1,626			0			1,626
Net income for the period		-		0		-		0		-			0			0			0			0			30,480			30,480

Balance as of June 30, 2020		1,000,000	$	1,000		-	$	0		10,161,039		$	10,161		$	0		$	0		$	(15,982	)	$	62,498		$	58,165

Foreign currency translation adjustment		-		0		-		0		-			0			0			0			326			0			326
Net income for the period		-		0		-		0		-			0			0			0			0			240,515			240,515

Balance as of September 30, 2020		1,000,000	$	1,000		-	$	0		10,161,039		$	10,161		$	0		$	0		$	(15,656	)	$	303,463		$	299,006

Balance as of January 1, 2021 (Audited)		1,000,000	$	1,000		-		0		10,199,119		$	10,199		$	90		$	129,510		$	(10,591	)	$	725,403		$	855,611

Shares issued to service providers		-		0		-		0		900,000			900			(90	)		(810	)		0			0			0
Foreign currency translation adjustment		-		0		-		0		-			0			0			0			(7,743	)		0			(7,743	)
Net income for the period		-		0		-		0		-			0			0			0			0			66,858			66,858

Balance as of March 31, 2021		1,000,000	$	1,000		-		0		11,099,119		$	11,099		$	0		$	128,700		$	(18,334	)	$	792,261		$	914,726

Issuance of preferred stock and cancellation of common stock		-		0		1		0		(3,000,000	)		(3,000	)					3,000			0			0			0
Foreign currency translation adjustment		-		0		-		0		-			0			0			0			1,098			0			1,098
Net income for the period		-		0		-		0		-			0			0			0			0			46,006			46,006

Balance as of June 30, 2021		1,000,000		1,000		1		0		8,099,119			8,099			0			131,700			(17,236	)		838,267			961,830

Foreign currency translation adjustment		-		0		-		0		-			0			0			0			(2,584	)		0			(2,584	)
Net income for the period		-		0		-		0		-			0			0			0			0			5,205			5,205

Balance as of September 30, 2021		1,000,000	$	1,000		1	$	0		8,099,119		$	8,099		$	0		$	131,700		$	(19,820	)	$	843,472		$	964,451

See accompanying notes to consolidated financial statements.

Table of Contents

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

NOTE – 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

Fovea Jewelry Holdings, Ltd (the “Company” or “FJHL”) was originally founded on February 1, 2006 as Dycam, Inc. InOn March 2006, the Company changed its name to Mekju Processing, Inc. In November 2006, the Company changed its name to Auxium Technologies, Inc. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 2, 2015, the Company changed its name to Wincash Resources, Inc. In early 2018, the Board of Directors of the Company deemed it in the best interests of the Company and its shareholders to switch directions and become involved in the business of the collection and ultimately the sale of diamond jewelry.

Effective September 26, 2018, the Company changed its name from Wincash Resources, Inc. to Fovea Jewelry Holdings, Ltd. The Financial Industry Regulatory Authority and the OTC Markets Group, Inc. recognized the name change on February 3, 2018. Further, in connection with changing its name, the Company changed its trading symbol to FJHL.

~~As a result of the change in business,~~4, 2019, the Company redomiciled from Nevada to ~~Wyoming on March 4, 2019.~~

Wyoming. Currently, the Company through its subsidiaries, mainly commenced to operate an online store to sell the quality jewelry at affordable prices on www.fovea-jewellery.com. The goal is to “Deliver A Better Living”. All products selling on the online store are with great quality, natural, socially responsible and niche. ~~This business was commenced its operation in Hong Kong from January 1, 2019.~~

On March 6, 2020, the Company approved by the state government of Wyoming and effectuated a 1 for 10,000 reverse stock split. The number of authorized shares remains unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for all periods presented, unless otherwise indicated, to give effect to the reverse stock split.

On March 20, 2020, the Company consummated the Share Exchange Transaction among Gold Shiny International Limited (“GSIL”) and its shareholders. The Company acquired all of the issued and outstanding shares of GSIL from GSIL’s shareholders, in exchange for 10,000,000 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, GSIL became a 100% owed subsidiary of the Company.

Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, GSIL will comprise the ongoing operations of the combined entity, GSIL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of GSIL, and the Company’s assets, liabilities and results of operations will be consolidated with GSIL beginning on the acquisition date. GSIL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (GSIL). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

Description of ~~subsidiaries~~subsidiaries

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

Fovea International Holdings Limited		British Virgin Islands		Investment holding		100 ordinary shares at par value of US$1	~~100%~~	100	%

Fovea Jewellery Holdings Limited		Hong Kong		Sales and marketing in Hong Kong		1 ordinary share ~~for~~at par value of HK$1	~~100%~~	100	%

Gold Shiny International Limited		British Virgin Islands		Investment holding		115 ordinary shares at par value of US$1	~~100%~~	100	%

Gold Shiny (Asia) Limited		Hong Kong		Sales and marketing in Hong Kong		1 ordinary share ~~for~~at par value of HK$1	~~100%~~	100	%

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

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

NOTE – 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

·	Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2020.~~2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form ~~10/A~~10-K for the fiscal year ended December 31, ~~2019,~~2020, filed with the SEC on ~~May 1, 2020.~~March 26, 2021.

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

·	Use of estimates and assumptions

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

·	Basis of consolidation

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

·	Cash and cash equivalents

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

·	Accounts receivable

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

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

·	Plant and equipment

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

		Expected useful lives
Computer equipment		5 years

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

Depreciation expense for the three months ended September 30, 2021 and 2020 were $1,929 and ~~2019 were~~ $1,932, ~~and $637,~~ respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $5,794 and ~~2019 were~~ $5,798, ~~and $637,~~ respectively.

·	Revenue recognition

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

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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

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

•	identify the contract with a customer;
•	identify the ~~contract with a customer;~~performance obligations in the contract;
•	~~identify~~determine the ~~performance obligations in the contract;~~transaction price;
•	~~determine~~allocate the transaction ~~price;~~price to performance obligations in the contract; and
•	~~allocate the transaction price to performance obligations in the contract; and~~
•	recognize revenue as the performance obligation is satisfied.

~~The Company records the revenue from the sale of jewelry and healthcare supplement products during the period.~~

·	Cost of revenue

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

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

·	Income taxes

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

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

·	Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the ~~three and~~ nine months ended September 30, ~~2020~~2021 and ~~2019.~~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.

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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

~~Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended September 30, 2020 and 2019:~~

September

30, 2020

September

30, 2019

September 30,

2021

September 30,

2020

Period-end HKD:US$ exchange rate

0.12903

0.12740

0.12843

0.12903

Period average HKD:US$ exchange rate

0.12885

0.12746

0.12876

0.12885

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

·	Comprehensive income

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

·	Share-based compensation

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

·	Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the period ended September 30, ~~2020~~2021 and ~~2019,~~2020, the Company operates in one reportable operating segment in Hong Kong.

·	Related parties

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

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

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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

·	Commitments and contingencies

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

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

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

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

·	Fair value of financial instruments

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

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

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

Level 23		Pricing inputs ~~other than quoted prices in active markets included in Level 1, which~~that are ~~either directly or indirectly~~generally observable ~~as of the reporting date.~~inputs and not corroborated by market data.


13

		Table of Contents
~~Level 3~~

FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

~~Pricing inputs that are generally observable inputs and not corroborated by market data.~~

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

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

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

·	Recent accounting pronouncements

In ~~January 2017,~~December 2019, the Financial Accounting ~~Standard~~Standards Board (“FASB”) issued ~~ASU 2017-04,~~ Accounting Standard Update (“ASU”) 2019-12, “~~Intangibles - Goodwill and Other (Topic 350)~~ : Simplifying the Accounting for ~~Goodwill Impairment (“ASU 2017-04”)~~Income Taxes. ~~ASU 2017-04 removes Step 2 of~~” The standard is expected to reduce cost and complexity related to accounting for income taxes. The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities. Depending on the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Thisamended guidance within this standard, ~~which will be effective for the Company beginning in the first quarter of fiscal year 2020,~~adoption is ~~required~~ to be applied ~~prospectively. Early adoption is permitted for interim~~on a retrospective, modified retrospective or ~~annual goodwill impairment tests performed on testing dates after~~prospective basis. The Company adopted this standard effective January 1, ~~2017. The Company is currently evaluating~~2021, and the ~~impact this standard will~~adoption did not have a material effect on ~~its condensed~~the Company’s consolidated financial statements.

In ~~June 2018,~~January 2020, the FASB issued ASU ~~2018-07,~~ 2020-01, “~~Improvements~~Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The new guidance clarifies the interactions between accounting standards that apply to ~~Nonemployee Share-Based Payment Accounting~~ ~~(“ASU 2018-07”), which supersedes ASC 505-50~~equity investments without readily determinable fair values. Specifically, it addresses the accounting for the transition into and ~~expands~~out of the scope of ASC 718 to include all share-based payments arrangements related to the acquisition of goods and services from both employees and nonemployees. For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but no earlier than a company’s adoption date of ASC 606.equity method. The Company ~~does not believe that~~adopted this standard effective January 1, 2021 on a prospective basis, and the adoption ~~of ASU 2018-07 will~~did not have a material ~~impact~~effect on the Company’s ~~condensed consolidated financial statements.~~

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract~~, which amended its guidance for costs of implementing a cloud computing service arrangement to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This new standard becomes effective for the Company in the first quarter of fiscal year 2020, with early adoption permitted. This new standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the impact of adopting this amendment to its condensed consolidated financial statements.

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

NOTE – 3 - STOCKHOLDERS’ EQUITY

Authorized shares

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s authorized shares were 5,000,000 shares of preferred stock, with a par value of $0.001.

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s authorized shares were 2,000,000,000 ~~and 499,000,000~~ shares of common stock, with a par value of ~~$0.001, respectively.~~$0.001.

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

Series B Preferred Stock

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

Issued and outstanding shares

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

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had 1,000,000 shares of Series A preferred stock issued and outstanding.

~~On March 6,~~As of September 30, 2021 and December 31, 2020, the Company ~~approved by the state government~~had 1 and 0 share of ~~Wyoming~~Series B preferred stock issued and effectuated a 1 for 10,000 reverse stock split. The number of authorized shares remains unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for all periods presented, unless otherwise indicated, to give effect to the reverse stock split.

On March 20, 2020, the Company consummated the Share Exchange Transaction among Gold Shiny International Limited (“GSIL”) and its shareholders and issued 10,000,000 shares of common stock in exchange for 100% equity interest of GSIL. Upon completion of the Share Exchange Transaction, GSIL became a 100% owned subsidiary of the Company.outstanding respectively.

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had ~~10,161,039~~8,099,119 and ~~10,161,039~~10,199,119 shares of common stock issued and outstanding, respectively.

NOTE – 4 - INCOME TAX

The provision for income taxes consisted of the following:

	Nine months ended September 30,					Nine months ended September 30,
	2020			2019		2021			2020

Current tax	$	25,129		$	-	$	10,679		$	25,129
Deferred tax		(3,455	)		6,204		(956	)		(3,455	)

Income tax expense	$	21,674		$	6,204	$	9,723		$	21,674

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

United States of America

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

For the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, there was no operation in the United States of America.

BVI

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

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 is as follows:

Nine months ended September 30,

2020

2019

Income before income taxes

$ 306,179

$ 45,629

Statutory income tax rate

16.5 %

16.5 %
Income tax expense at statutory rate

50,519

7,529

Tax effect of non-deductible items

956

105

Tax effect of tax holiday

(26,346 )

(7,634 )
Income tax expense

$ 25,129

$ -

~~Table of Contents~~

~~FOVEA JEWELRY HOLDINGS, LTD~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

~~(Unaudited)~~

	Nine months ended September 30,
	2021			2020

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

The following table sets forth the significant components of the deferred tax liabilities of the Company as of September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

	As of
	September 30,			December 31,
	2020			2019
						September 30, 2021			December 31, 2020
Deferred tax liabilities:
Accelerated depreciation	$	(3,455	)	$	5,933	$	(3,708	)	$	(4,682	)

NOTE – 5 - RELATED PARTY TRANSACTIONS

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

NOTE – 6 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

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

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

For the nine months ended September 30, ~~2020,~~2021, there ~~was~~is one single customer ~~exceeding 10%~~who accounts for 100% of the Company’s ~~revenue.~~revenues totaling $565,824.

For the ~~three and~~ nine months ended September 30, ~~2019,~~2020, there ~~was no~~is one single customer ~~exceeding 10%~~who accounts for 87% or more of the Company’s ~~revenue.~~revenues totaling $818,008 and its outstanding receivable balances of $543,639 as at period-end date.

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

(b) Major vendor

For the nine months ended September 30, 2020, two venders represented more than 10% of the Company’s operating cost. These vendors accounted for 85% and 15%, respectively, of the Company’s operating cost with no accounts payable at September 30, 2020.

~~For the~~ three months ended September 30, ~~2020,~~2021, there ~~was~~is one ~~vender represented more than 10% of the Company’s operating cost. This~~single vendor ~~accounted~~who accounts for 100% of the Company’s ~~operating cost with no accounts payable at September 30, 2020.~~

~~For the three and nine months ended September 30, 2019, there was one single vendor represented more than 10% of the Company’s operating cost.~~

~~The Company’s vendor is located in Hong Kong.~~purchases totaling $81,348.

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FOVEA JEWELRY HOLDINGS, LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019~~

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

(Unaudited)

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

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

	Nine months ended September 30, 2020						September 30, 2020
Vendors	Purchases		Percentage of purchases				Accounts payable

Vendors B	$	515,657		85	%		$	271,812
Vendors C		88,909		15	%			0

Total:	$	604,566		100	%	Total:	$	271,812

The Company’s vendor is located in Hong Kong.

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

(d) Exchange rate risk

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

NOTE – 7 - COMMITMENTS AND CONTINGENCIES

As of September 30, ~~2020,~~2021, the Company has no material commitments or contingencies.

NOTE – 8 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, ~~2020,~~2021, up through the date the Company issued the unaudited condensed consolidated financial statements.

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

The following information should be read in conjunction with (i) the financial statements of Fovea Jewelry Holdings, Ltd., a ~~Nevada~~Wyoming corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, ~~2019~~2020 audited financial statements and related notes included in the Company’s ~~Amendment No. 2 to Registration Statement~~Annual Report on Form 1010-K (File No. 000-56156; the “Form 10”), as filed with the Securities and Exchange Commission on ~~May 1, 2020.~~March 26, 2021. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

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

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

~~Derivative Instruments~~

The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments.

~~Stock Based Compensation~~

Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model.

~~New Accounting Pronouncements~~

In February 2016, Financial Accounting Standard Board (“FASB”) issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement.

The ASU has become effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard and the impact was immaterial to the financial statements.

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The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2020 through the date these financial statements were issued.

~~Revenue Recognition~~

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for sales returns, bad debts, and other allowances based on its historical experience.

Pursuant to ASC 605: revenues were recognized when the four basic criteria for recognition were met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) consideration is fixed or determinable; and (4) collectability is reasonably assured.

~~Use of Estimates~~

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

~~Fair Value of Financial Instruments~~

The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows:

~~Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.~~

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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At September 30, 2020, the carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

~~At September 30, 2020, the Company does not have any assets or liabilities required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.~~

PLAN OF OPERATION

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

Results of Operations

Comparison of the three months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020

The following table sets forth certain operational data for the three months ended September 30, ~~2020,~~2021, compared to the three months ended September 30, ~~2019:~~2020:

	Three months ended September 30,						Three months ended September 30,
	2020			2019			2021			2020

Revenue	$	542,900		$	25,919		$	97,651		$	542,900
Cost of revenue		(271,443	)		(10,209	)		(81,348	)		(271,443	)
Gross profit		271,457			15,710			16,303			271,457
Operating Expenses		(8,630	)		(5,989	)		(10,803	)		(8,630	)
Income from operations		262,827			9,721			5,500			262,827
Income tax expense		(22,312	)		(6,204	)		(295	)		(22,312	)
NET INCOME	$	240,515		$	3,517		$	5,205		$	240,515

Revenue. We generated revenues of ~~$542,900~~$97,651 and ~~$25,919~~$542,900 for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in revenue is attributable to the ~~development of new business line~~decrease in ~~healthcare supplement products to meet with the pandemic~~market demand.

Cost of Revenue. Cost of revenue for the three months ended September 30, ~~2020,~~2021, was ~~$271,443~~$81,348, as compared to cost of revenue of ~~$10,209~~$271,443 for the same period ended September 30, ~~2019.~~2020. Cost of revenue ~~increased~~decreased primarily as a result of the ~~increase~~decrease in ~~our business volume.~~market demand.

Gross Profit. We achieved a gross profit of ~~$271,457~~$16,303 and ~~$15,710~~$271,457 for the three months ended September 30, ~~2020,~~2021, and ~~2019,~~2020, respectively. The ~~increase~~decrease in gross profit is primarily attributable to the ~~increasing~~decreasing market demand.

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Operating Expenses. We incurred G&A expenses of ~~$8,630~~$10,803 and ~~$5,989~~$8,630 for the three months ended September 30, ~~2020,~~2021, and ~~2019,~~2020, respectively. The increase in G&A is primarily attributable to increase professional, administrative and other fees.

Income Tax Expense. Our income tax expenses for the three months ended September 30, 2021 and 2020 were $295 and ~~2019 was~~ $22,312, ~~and $6,204,~~ respectively.

Net Income. During the three months ended September 30, ~~2020,~~2021, we incurred a net income of ~~$240,515,~~$5,205, as compared to net income of ~~$3,517~~$240,515 for the same period ended September 30, ~~2019.~~2020.

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Comparison of the nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020

~~The following table sets forth certain operational data for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019:~~

	Nine months ended September 30,						Nine months ended September 30,
	2020			2019			2021			2020

Revenue	$	942,965		$	109,208		$	565,824		$	942,965
Cost of revenue		(604,566	)		(54,912	)		(407,903	)		(604,566	)
Gross profit		338,399			54,296			157,921			338,399
Operating expenses		(32,220	)		(8,667	)
Income from operation		306,179			45,629
Operating Expenses								(30,129	)		(32,220	)
Income from operations								127,792			306,179
Income tax expense		(21,674	)		(6,204	)		(9,723	)		(21,674	)
NET LOSS	$	284,505		$	39,425
NET INCOME							$	118,069		$	284,505

Revenue. We generated revenues of ~~$942,965~~$565,824 and ~~$109,208~~$942,965 for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in revenue is attributable to the ~~development of new business line~~decrease in ~~healthcare supplement products to meet with the pandemic~~market demand.

Cost of Revenue. Cost of revenue for the nine months ended September 30, ~~2020,~~2021, was ~~$604,566.~~$407,903, as compared to cost of revenue of $604,566 for the same period ended September 30, 2020. Cost of revenue ~~for~~decreased primarily as a result of the ~~nine months ended September 30, 2019, was $54,912. The increase~~decrease in ~~our cost of revenue for the nine months ended September 30, 2020, is primarily attributable to increase in our business volume.~~market demand.

Gross Profit. We achieved a gross profit of ~~$338,399~~$157,921 and ~~$54,296~~$338,399 for the nine months ended September 30, ~~2020,~~2021, and ~~2019,~~2020, respectively. The ~~increase~~decrease in gross profit is primarily attributable to ~~increase in our business volume.~~the decreasing market demand.

Operating Expenses. We incurred ~~operating~~G&A expenses of ~~$32,220~~$30,129 and ~~$8,667~~$32,220 for the nine months ended September 30, ~~2020,~~2021, and ~~2019,~~2020, respectively. The ~~increase~~decrease in G&A is primarily attributable to ~~increase professional, administrative and other fees.~~

Operating expenses as a percentage of net revenue was approximately 3.4% and 7.9% for the nine months ended September 30, 2020 and 2019, respectively. The increase in G&A is primarily attributable to increasedecrease professional, administrative and other fees.

Income Tax Expense. Our income tax expenses for the nine months ended September 30, 2021 and 2020 were $9,723 and ~~2019 was~~ $21,674, ~~and $6,204,~~ respectively.

Net Income. During the nine months ended September 30, ~~2020,~~2021, we ~~realized~~incurred a net income of ~~$284,505,~~$118,069, as compared to net income of ~~$39,425~~$284,505 for the same period ended September 30, ~~2019.~~2020.

Liquidity and Capital Resources

As of September 30, 2020, we had cash and cash equivalents of ~~$46,755 and accounts receivable of $543,639.~~$956,572. As of December 31, ~~2019,~~2020, we had cash and cash equivalents of ~~$31,380 and accounts receivable of $0.~~$832,151.

	Nine Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2021		2020
Net cash provided by operating activities	$	29,501	$	46,266		$	133,540	$	29,501
Net cash used in investing activities	$	-	$	(38,220	)	$	-	$	-
Net cash provided by financing activities	$	2,062	$	-		$	-	$	2,062

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Net Cash Provided By Operating Activities.

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

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

For the nine months ended September 30, 2019, net cash provided by operating activities was $46,266, which consisted primarily of a net income of $39,425, an increase in deferred tax liabilities of $6,204, and depreciation of property, plant and equipment of $637.

Net Cash Used In Investing Activities.

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

~~For the nine months ended September 30, 2019, net cash used in investing activities was $38,220, consisting of property, plant and equipment purchases relating to discontinued operations.~~

Net Cash Provided By Financing Activities.

For the nine months ended September 30, ~~2020, net cash provided by financing activities was $2,062 consisting primarily of advances from our former Chief Executive Officer.~~

~~For the nine months ended September 30, 2019,~~2021, net cash provided by financing activities was $0.

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

Off-Balance Sheet Arrangements

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

Subsequent Events

None through the date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our Chief Executive Officer, who acts as both our principal executive officer and our principal financial officer, ~~are~~is responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our Chief Executive Officer, who acts as both principal executive officer and principal financial officer, concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, ~~2020.~~2021.

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

~~None.~~Series B Preferred Stock

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

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

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

Stock Purchase Agreement

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

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Risk Factor

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

	·	The election of our board of directors;
	·	The amendment of our Articles of Incorporation or bylaws;
	·	The adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

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

ITEM 6. EXHIBITS.

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

Number		Description

~~2.1~~		~~Share Exchange Agreement (1)~~
~~3.1.1~~		~~Articles of Domestication (1)~~
~~3.1.2~~		~~Articles of Amendment (1)~~
~~3.1.3~~		~~Articles of Amendment to Articles of Domestication (2)~~
~~3.1.4~~		~~Articles of Amendment to Articles of Domestication (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 Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*+
101.SCH *		Inline XBRL Taxonomy Extension Schema ~~Document~~Document*+
101.CAL *		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document*+
101.DEF *		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document*+
101.LAB *		Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document*+
101.PRE *		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document*+
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*+

_____________

* Filed herewith

~~(1) Incorporated by reference to Registration Statement on Form 10 (File No. 000-56156),~~+ XBRL (Extensible Business Reporting Language) information is furnished and not filed ~~with~~or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities ~~and Exchange Commission on March 23, 2020.~~

~~(2) Incorporated by reference to Amendment No. 1 to Registration Statement on Form 10 (File No. 00056156),~~Act of 1933, as amended, is deemed not filed ~~with~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and ~~Exchange Commission on April 23, 2020.~~otherwise is not subject to liability under these sections.

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SIGNATURES

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

	FOVEA JEWELRY HOLDINGS, LTD.

Date: November ~~12, 2020~~22, 2021	By:	/s/ Thomson Lee
	Name:	~~Name:~~ Thomson Lee
	Title:	~~Title:~~ Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer)

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	September 30, 2020			December 31, 2019
	(Unaudited)			(Audited)
ASSETS
Current asset:
Accounts receivable	$	543,639		$	-
Cash and cash equivalents		46,755			31,380

Total current assets		590,394			31,380

Non-current asset:
Plant and equipment		30,322			35,957

TOTAL ASSETS	$	620,716		$	67,337

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	271,812		$	-
Accrued liabilities and other payables		19,935			30,643
Income tax payable		25,399			235
Deferred tax liabilities		2,502			5,933
Amount due to a director		2,062			-

Total current liabilities		321,710			36,811

TOTAL LIABILITIES		321,710			36,811

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no share issued and outstanding as of September 30, 2020 and December 31, 2019		-			-
Series A preferred stock, $0.001 par value, 1,000,000 shares designated; 1,000,000 issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively		1,000			1,000
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 10,161,039 and 10,161,039 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		10,161			10,161
Accumulated other comprehensive (loss) income		(15,656	)		369
Retained earnings		303,501			18,996

Stockholders’ equity		299,006			30,526

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	620,716		$	67,337

	Series A preferred stock				Common stock				Accumulated other comprehensive				(Accumulated losses) retained			Total stockholders’ (deficit)
	No. of shares		Amount		No. of shares		Amount		income (loss)				earnings			equity

Balance as of January 1, 2019		1,000,000	$	1,000		10,161,039	$	10,161	$	-			$	(18,704	)	$	(7,543	)

Foreign currency translation adjustment		-		-		-		-		-				-			-
Net income for the period		-		-		-		-		-				-			-

Balance as of March 31, 2019		1,000,000		1,000		10,161,039		10,161		-				(18,704	)		(7,543	)

Foreign currency translation adjustment		-		-		-		-		141				-			141
Net income for the period		-		-		-		-		-				35,908			35,908

Balance as of June 30, 2019		1,000,000	$	1,000		10,161,039	$	10,161	$	141			$	17,204		$	28,506

Foreign currency translation adjustment		-		-		-		-		(161	)			-			(161	)
Net income for the period		-		-		-		-		-		��		3,517			3,517

Balance as of September 30, 2019		1,000,000	$	1,000		10,161,039	$	10,161	$	(20	)		$	20,721		$	31,862

Balance as of January 1, 2020		1,000,000	$	1,000		10,161,039	$	10,161	$	369			$	18,996		$	30,526

Foreign currency translation adjustment		-		-		-		-		(17,977	)			-			(17,977	)
Net income for the period		-		-		-		-		-				13,510			13,510

Balance as of March 31, 2020		1,000,000		1,000		10,161,039		10,161		(17,608	)			32,506			26,059

Foreign currency translation adjustment		-		-		-		-		1,626				-			1,626
Net income for the period		-		-		-		-		-				30,480			30,480

Balance as of June 30, 2020		1,000,000	$	1,000		10,161,039	$	10,161	$	(15,982	)		$	62,986		$	58,165

Foreign currency translation adjustment		-		-		-		-		326				-			326
Net income for the period		-		-		-		-		-				240,515			240,515

Balance as of September 30, 2020		1,000,000	$	1,000		10,161,039	$	10,161	$	(15,656	)		$	303,501		$	299,006