UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] 

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

For the quarter ended: MayAugust 31, 2020

OR

[   ] 

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

For the Transition Period from ___________ to____________

Commission File Number: 333-216921

FOLKUP DEVELOPMENT INC.

 (Exact name of registrant as specified in its charter)


FOLKUP DEVELOPMENT INC.

(Exact name of registrant as specified in its charter)

Nevada

32-0499929

3799

(State or Other Jurisdiction of

Incorporation or Organization)


32-0499929

IRS Employer

Identification Number

3799

Primary Standard Industrial

Classification Code Number


Mileve Maric Ajnstajn 72,

Novi Beograd, Republic of Serbia 11070

Unit 17-18, 23/F, Metropole Square,

2 On Yiu Street, Sha Tin, New Territories, Hong Kong

Tel.  (315) 359-5955

Email: folkupdevelopment@gmail.com(852) 3487 6330

 (Address and telephone number of principal executive offices)


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 registrantissuer (1) has filed all reports required to be filed by sectionSection 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]  No [  ]o

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

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

Large accelerated filer   

o

Accelerated filer 

o

Non-accelerated filerx

Smaller reporting company

Emerging growth company x

Smaller reporting company x


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 7(a)(2)(B)13(a) of the SecuritiesExchange Act. [  ]o


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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


APPLICABLE ONLY TO CORPORATE ISSUERS

As of JulyOctober 7, 2020, there were 3,800,000 shares outstanding of the registrants common stock.stock, par value $0.001 per share, outstanding.

 

1

Page



PART I

FINANCIAL INFORMATION:

 FINANCIAL INFORMATION:





Item 1.

Financial Statements

3





Condensed Balance Sheets as of MayAugust 31, 2020 (unaudited) and November 30, 2019

4





Condensed Statements of Operations for the three and sixnine months ended MayAugust 31, 2020 and 2019 (unaudited)  

5





Condensed Statements of Changes in StockholdersStockholders’ Equity for the sixthree and nine months ended MayAugust 31, 2020 and 2019 (unaudited)  

6





Condensed Statements of Cash Flows for the sixnine months ended MayAugust 31, 2020 and 2019 (unaudited)

7





Condensed Notes to the Financial Statements (unaudited)

8




Item 2.


Managements

Item 2.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

11


 


12

Item 3.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14




Item 4.

Controls and Procedures

14




PART II

OTHER INFORMATION:





Item 1.

Legal Proceedings

15




Item 1A

Risk Factors

Item 4.

Controls and Procedures

15




Item 2.

PART II

OTHER INFORMATION:

Item 1.

Legal Proceedings

16

Item 1A

Risk Factors

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

16

 

 


Item 3.

Defaults Upon Senior Securities

15



16


Item 4.

Mine Safety Disclosure.

15




Item 5.

Other Information

15




Item 6.

Exhibits

15




 

Signatures

Item 4.

Mine Safety Disclosure.

16



Item 5.

Other Information

16

Item 6.

Exhibits

17

Signatures

18

 

2


 

2

Table of Content





CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q of Folkup Development, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to product demand, market and customer acceptance, competition, pricing, the exercise of the control over us by Benson Wu, the Company’s sole officer and director and majority shareholder, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).


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

PART I FINANCIAL INFORMATION


Item 1. Financial statements


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


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


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


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3



FOLKUP DEVELOPMENT INC.

Balance sheetsCONDENSED BALANCE SHEETS

AS OF MAYAUGUST 31, 2020 AND NOVEMBER 30, 2019


ASSETS

 

August 31, 2020 (Unaudited)

 

 

November 30, 2019

(Audited)

 

Current Assets

 

 

 

 

 

 

Cash and Cash Equivalents

 

$-

 

 

$5,101

 

Total Current Assets

 

 

-

 

 

 

5,101

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$-

 

 

$5,101

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Payables and Accrued Expenses

 

$2,998

 

 

$-

 

Related Party Loans

 

 

-

 

 

 

29,955

 

Total Current Liabilities

 

 

2,998

 

 

 

29,955

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

2,998

 

 

 

29,955

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

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

 

 

3,800

 

 

 

3,800

 

Additional paid in capital

 

 

23,200

 

 

 

23,200

 

Accumulated deficit

 

 

(29,998)

 

 

(51,854)

Total Stockholders’ Deficit

 

 

(2,998)

 

 

(24,854)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$-

 

 

$5,101

 



ASSETS


May 31, 2020 (Unaudited)

November 30, 2019

(Audited)

Current Assets




Cash and Cash Equivalents

$

257

$                         5,101

Total Current Assets


257

5,101





Total Assets

$

257

$                         5,101





LIABILITIES AND STOCKHOLDERS EQUITY




Liabilities




Current Liabilities




    Related Party Loans

$

37,906

$                       29,955

Total Current Liabilities


37,906

29,955





Total Liabilities


37,906

29,955





Commitments and Contingencies


-

-





Stockholders Equity




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


3,800

3,800

Additional paid in capital


23,200

23,200

Accumulated deficit


(64,649)

(51,854)

Total Stockholders Deficit


(37,649)

(24,854)





Total Liabilities and Stockholders Equity

$

257

$                         5,101








See accompanying notes, which are an integral part of these condensed financial statements.statements.


4

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4

  



FOLKUP DEVELOPMENT INC.

Statements of operationsCONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIXNINE MONTHS ENDED MAYAUGUST 31, 2020 AND 2019

(Unaudited)


 

 

Three months ended August 31,

 

 

Nine months ended August 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative Expenses

 

$2,998

 

 

$21,067

 

 

$15,793

 

 

$30,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

2,998

 

 

 

21,067

 

 

 

15,793

 

 

 

30,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(2,998)

 

 

(21,067)

 

 

(15,793)

 

 

(30,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on forgiveness of related party loan

 

 

37,649

 

 

 

-

 

 

 

37,649

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OTHER INCOME

 

 

37,649

 

 

 

-

 

 

 

37,649

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAX

 

 

34,651

 

 

 

(21,067)

 

 

21,856

 

 

 

(30,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$34,651

 

 

$(21,067)

 

$21,856

 

 

$(30,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED

 

$0.01

 

 

$(0.01)

 

$0.01

 

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

3,800,000

 

 

 

3,800,000

 

 

 

3,800,000

 

 

 

3,800,000

 




Three months ended May 31, 2020

Three months ended May 31, 2019

Six months ended May 31, 2020

Six months ended May 31, 2019

OPERATING EXPENSES






General and Administrative Expenses

$

2,506

8,617

$               12,795

$               8,974

TOTAL OPERATING EXPENSES


(2,506)

(8,617)

(12,795)

(8,974)







NET LOSS FROM OPERATIONS


(2,506)

(8,617)

(12,795)

(8,974)







PROVISION FOR INCOME TAXES


-

-

-

-







NET LOSS

$

(2,506)

(8,617)

 $             (12,795)

$             (8,974)







NET LOSS PER SHARE: BASIC AND DILUTED


$

(0.00)

(0.00)

$                (0.00)

$               (0.00)







WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED


3,800,000

3,800,000

3,800,000

3,800,000













See accompanying notes, which are an integral part of these condensed financial statements.



5






statements.

 

5

Table of Content



FOLKUP DEVELOPMENT INC.

Statements of changes in stockholders equityCONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIXNINE MONTHS ENDED MAYAUGUST 31, 2020 AND 2019

(Unaudited)


 

 

Additional

 

 Deficit Accumulated

during the

 

Total

 

 

Common Stock

 

 Paid-in

 

Development

Stockholders’

 


Common Stock



Additional Paid-in

Deficit Accumulated during the Development

Total Stockholders

 

Shares

 

 

Amount

 

 

Capital

 

 

Stage

 

 

Equity (Deficit)

 


Shares

Amount

Capital

Stage

Equity

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2018

3,800,000

$    3,800

$         23,200

$          (12,772)

$             14,228

 

3,800,000

 

$3,800

 

$23,200

 

$(12,772)

 

$14,228

 







 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended May 31, 2019

-

-

-

(8,974)

(8,974)

Net loss for the nine months ended August 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(30,041)

 

 

(30,041)

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2019

 

 

3,800,000

 

 

$3,800

 

 

$23,200

 

 

$(42,813)

 

$(15,813)

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2019

 

3,800,000

 

$3,800

 

$23,200

 

$(51,854)

 

$(24,854)

 

 

 

 

 

 

 

 

 

 

 

Net income for the nine months ended August 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,856

 

 

 

21,856

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2020

 

 

3,800,000

 

 

$3,800

 

 

$23,200

 

 

$(29,998)

 

$(2,998)







 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2019

3,800,000

$    3,800

$         23,200

$          (21,746)

$               5,254

 

3,800,000

 

$3,800

 

$23,200

 

$(21,746)

 

$5,254

 







 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2019

3,800,000

$    3,800

$         23,200

$          (51,854)

$          (24,854)

Net loss for the three months ended August 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21,067)

 

 

(21,067)







 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended May 31, 2020

-

-

-

(12,795)

(12,795)

Balance, August 31, 2019

 

 

3,800,000

 

 

$3,800

 

 

$23,200

 

 

$(42,813)

 

$(15,813)







 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2020

3,800,000

$    3,800

$         23,200

$          (64,649)

$          (37,649)

 

3,800,000

 

$3,800

 

$23,200

 

$(64,649)

 

$(37,649)







 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2019

3,800,000

$    3,800

$         23,200

$          (13,129)

$             13,871

Net income for the three months ended August 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

34,651

 

 

 

34,651

 







 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended May 31, 2019

-

-

-

(8,617)

(8,617)







Balance, May 31, 2019

3,800,000

$    3,800

$         23,200

$          (21,746)

$               5,254







Balance, February 29, 2020

3,800,000

$    3,800

$         23,200

$          (62,143)

$          (35,143)







Net loss for the three months ended May 31, 2020

-

-

-

(2,506)

(2,506)







Balance, May 31, 2020

3,800,000

$    3,800

$         23,200

$          (64,649)

$          (37,649)

Balance, August 31, 2020

 

 

3,800,000

 

 

$3,800

 

 

$23,200

 

 

$(29,998)

 

$(2,998)








See accompanying notes, which are an integral part of these condensed financial statements.



6

Table of Content

6

 



FOLKUP DEVELOPMENT INC.

Statements of cash flowsCONDENSED STATEMENTS OF CASH FLOWS

SIXFOR THE NINE MONTHS ENDED MAYAUGUST 31, 2020 AND 2019

(Unaudited)



Six months ended

May 31, 2020

Six months ended

May 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES



Net loss for the period

$                      (12,795)

$                      (8,974)

Adjustments to reconcile net loss to net cash (used in) operating activities:



Decrease in Accounts Receivable

-

2,415

Decrease in Accounts Payable

-

(4,395)

Retirement of Equipment  

-

720

Depreciation Expense

-

60

CASH FLOWS USED IN OPERATING ACTIVITIES

(12,795)

(10,174)




CASH FLOWS FROM FINANCING ACTIVITIES



Proceeds from Related Party Loans

7,951

11,995

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

7,951

11,995




NET INCREASE IN CASH

(4,844)

1,821




Cash, beginning of period

5,101

33,388




Cash, end of period

$                               257

$                            35,209




SUPPLEMENTAL CASH FLOW INFORMATION:



Interest paid

$                                     0

$                                     0

Income taxes paid

$                                     0

$                                     0

 

 

Nine months ended

August 31, 2020

 

 

Nine months ended

August 31, 2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss) for the period

 

$21,856

 

 

$(30,041)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Gain on forgiveness of related party loan

 

 

(37,649)

 

 

-

 

Retirement of equipment

 

 

-

 

 

 

720

 

Depreciation

 

 

-

 

 

 

60

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

-

 

 

 

2,415

 

Decrease in accounts payable

 

 

-

 

 

 

(4,395)

Increased in other payables and accrued expenses  

 

 

2,998

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(12,795)

 

 

(31,241)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party loans

 

 

7,694

 

 

 

11,995

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

7,694

 

 

 

11,995

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(5,101)

 

 

(19,246)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

5,101

 

 

 

33,388

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$-

 

 

$14,142

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 







See accompanying notes, which are an integral part of these condensed financial statements.



7

Table of Content

7

 

FOLKUP DEVELOPMENT INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED AUGUST 31, 2020

(Unaudited)

 



FOLKUP DEVELOPMENT INC.

Notes to the unaudited financial statements

MAY 31, 2020


Note 1 ORGANIZATION AND NATURE OF BUSINESS


FOLKUP DEVELOPMENT INC. ((“the CompanyCompany”, we“we”, us“us” or our“our”) was incorporated in the State of Nevada on July 5, 2016.

We are a development stage corporation and have not yet generated or realized any revenues from our business. We aim to deliver our servicesdevelop a renewable energy service business in Hong Kong.  The Company is currently seeking any business opportunities.

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

Effective from July 6, 2020, Milena Topolac Tomovic resigned as follows,a director, and from the offices of President, Secretary and Treasurer of, the Company. Immediately prior to leasesuch resignation, Ms. Topolac Tomovic, as the sole member of the board of directors at such time, appointed Benson Wu as a director, and sell to our customers certain items or meansas President, Secretary and Treasurer of what we refer to as eco-transport. These items are commonly known under the names: a segway, a gyro-scooter or a self-balanced two-wheeled scooter, a self-balanced mono-wheeled scooterCompany. Mr. Wu is currently the Company’s sole officer and a two-wheeled hoverboard. We expect our services to be demanded by establishments or enterprises or events, for instance, conferences held in large facilities. The business location is in Beograd, Republic of Serbia.director.


Note 2 GOING CONCERN


The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company generated no revenues for the sixnine months ended MayAugust 31, 2020. The Company currently has lossesaccumulated deficit of $29,998 as of August 31, 2020 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the CompanysCompany’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. Management evaluates that lack of revenues can affect to the entitysentity’s ability to meet its obligations. The ability of the Company to mitigate the conditions or events that raise substantial doubt about the entitysentity’s ability to continue as a going concern is dependent on managementsmanagement’s plans, which include further implementation of its business plan. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of managementsmanagement’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


Note 3 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Companys yearendCompany’s year end is November 30.


The results for the sixnine months ended MayAugust 31, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidatedcondensed financial statements and footnotes thereto included in the CompanysCompany’s Annual Report on Form 10-K for the year ended November 30, 2019, filed with the Securities and Exchange Commission.

 

Use of Estimates

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


Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $257$0 of cash as of MayAugust 31, 2020 and $5,101 as of November 30, 2019.


Depreciation, Amortization, and Capitalization

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


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FOLKUP DEVELOPMENT INC.

Notes to the unaudited financial statementsNOTES TO THE CONDENSED FINANCIAL STATEMENTS

MAYFOR THE NINE MONTHS ENDED AUGUST 31, 2020


(Unaudited)

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.


These tiers include:

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.


The carrying value of cash and the CompanysCompany’s loan from shareholder approximates its fair value due to their short-term maturity.


Basic Income (Loss) Per Share

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


Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC(“ASC”) 606, Revenue“Revenue from Contracts with CustomersCustomers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the sixnine months ended MayAugust 31, 2020 the Company has generated no revenue.


Stock-Based Compensation

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


Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.


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FOLKUP DEVELOPMENT INC.

Notes to the unaudited financial statementsNOTES TO THE CONDENSED FINANCIAL STATEMENTS

MAYFOR THE NINE MONTHS ENDED AUGUST 31, 2020


(Unaudited)

Note 4 LOAN FROM DIRECTOR


For the sixnine months ended MayAugust 31, 2020, our sole director has loanedwaived all the loans due to the Company $7,951.Company. Loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $37,906$0 as of MayAugust 31, 2020 and $29,955 as of November 30, 2019.


Note 5 COMMON STOCK


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


There were 3,800,000 shares of common stock issued and outstanding as of MayAugust 31, 2020.


Note 6 COMMITMENTS AND CONTINGENCIES


Milena Topolac Tomovic,Benson Wu, our sole officer and director, has agreed to provide the premises under the office needs for free use. Office location is Mileve Maric Ajnstajn 72, 11070 Novi Beograd, Republic of Serbia.at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong.


Note 7 INCOME TAXES


The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of MayAugust 31, 2020 the Company had net operating loss carry forwards of $64,649 that$29,998. Deferred tax asset is not provided for as the tax losses may not be availableable to reduce future years taxable incomecarry forward after a change in varying amounts through 2031.substantial ownership of the Company in June 2020. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The valuation allowance at MayAugust 31, 2020 was approximately $13,576.$6,300. The net change in valuation allowance during the sixnine months ended MayAugust 31, 2020 was $2,687.$4,589. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 


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


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FOLKUP DEVELOPMENT INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED AUGUST 31, 2020

(Unaudited)

The provision for Federal income tax consists of the following: 



As of May 31, 2020

As of November 30, 2019


Non-current deferred tax assets:





Net operating loss carry forward

$

(13,576)

(10,889)


Valuation allowance

$

13,576

10,889


Net deferred tax assets

$

-

-



 

 

As of August 31, 2020

 

 

As of November 30, 2019

 

Non-current deferred tax assets:

 

 

 

 

 

 

Net operating loss carry forward

 

$(6,300)

 

 

(10,889)

Valuation allowance

 

$6,300

 

 

 

10,889

 

Net deferred tax assets

 

$-

 

 

 

-

 

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the sixnine months ended MayAugust 31, 2020 and 2019 as follows:

 


Six months ended

May 31, 2020

Six months ended

May 31, 2019

Computed expected tax expense (benefit)


$

(2,687)

(1,885)

Change in valuation allowance

$

2,687

1,885

Actual tax expense (benefit)

$

-

-



 

 

Nine months ended

August 31, 2020

 

 

Nine months ended

August 31, 2019

 

Computed “expected” tax expense (benefit)

 

$4,589

 

 

 

(6,309)

Change in valuation allowance

 

$(4,589)

 

 

6,309

 

Actual tax expense (benefit)

 

$-

 

 

 

-

 

 

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FOLKUP DEVELOPMENT INC.

Notes to the unaudited financial statements

MAY 31, 2020


Note 8 SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to MayAugust 31, 2020 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. Director and management stay informed about COVID-19 developments generally and ensure it has access to information related to a companyscompany’s response to the crisis and how the specific impact on the company is developing as the crisis extends.


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Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations.


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


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


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


DESCRIPTION OF BUSINESS

 

We aimOVERVIEW

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

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

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

Giving effect to lease and sell to our customers certain items or means of what we refer to as eco-transport. These items are commonly knownthe transactions under the names:Stock Purchase Agreement, Mr. Wu is now the beneficial holder of 3,000,000 shares of common stock, or 78.9%, of the issued and outstanding shares of common stock of the Company.

Going Concern

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

The Company plans to raise additional funds through debt or a self-balanced two-wheeled scooter, a self-balanced mono-wheeled scooter and a two-wheeled hoverboard.equity offerings. We expect our products and services to be demanded by establishments or enterprises or events, for instance, conferences held in large facilities, or touristic agencies and other establishments or organizations that face the problem of covering large distances by employees or visitors of theirs.


Our business address was provided by our registered agent and located at Mileve Maric Ajnstajn 72, Novi Beograd, Republic of Serbia 11070. Our telephone number is (315) 359-5955. Our plan of operations is forward-looking and there ishave no assurance that future financing will materialize. If that financing is not available, we may be unable to continue. Management believes that if we are successful in raising $750,000, we will ever reach profitable operations. We have generated no revenue for the six months ended May 31, 2020. It is likely that we will not be able to achieve profitabilitygenerate sales revenue within the following twelve months thereof. However, if such public financing is not available, we could fail to satisfy our future cash requirements. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

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


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Business


PLAN OF OPERATION

We are a company currently undergoingdevelopment stage corporation and have not yet generated or realized any revenues from our business. In the stage of development. We plan to sell or lease means of ecological urban transportation to companies arranging events, such as exhibitions of any kind or conferences, where these means mentioned above can be used by the spectators to move around the facilities. We also expect medium sized production



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companies to lease our equipment for their employees to move around the warehouses or around the territory where it doesn't violate safety rules. Construction companies may lease or obtain our equipment to provide with it monitoring committees or authorities arriving with inspection, as well as superintendant workers. We expect that the use of ecological means of transportation may help employees of business entities or customers of event organizations to become more mobile, or to be able to cover larger distances in shorter terms of time. At an event occasion these items of transportation can also be used in additional advertising purposes to attract wider group of customers by being up-to-date or as advertising means, with promotional stickers being placed on them. At the same time, inspecting authorities may be able to complete their task of inspection in less amount of time, thus becoming more effective. We plan to offer our services to airports, where they will be able to lease those units to passengers who are in a rush to their terminals, the ones who want to avoid the fatigue after covering large distances between terminals, or the ones with troubles to walk. We also hope that hospitals may turn to us, as in some cases there are patients with restricted mobility who do not require a wheelchair but still face difficulties to walk. Those who did not suffer brain disorders and maintain their balance might use gyro transportation to move around the hospital territory or facilities. Amusement parks may acquire such means of transportation to lease them to their visitors. We expect our gyro vehicles to be demanded by the touristic companies that arrange city tours, thus creating an alternative to walking tours and bus tours. To make our interaction with customers more effectivenext 12 months, we plan to grant every customerincrease our revenues by garnering more customers.  The Company intends to develop a free training course on how to drive the gyro vehicles and maintain them, what issues may happen due to misuse and how to prevent them, as well as fix minor issues. As an additionalrenewable energy service we might collect the sold items to be repaired and find the licensed repair shop on behalf of our customers, while providing a substitute unit instead.business in Hong Kong.


CustomersInsurance


We expect our potential customers to be business entities performing jobs at, or providing services at, or maintaining the services or premises of museums, exhibition centres, trade centres, shopping malls, entertainment centres, amusement parks, local parks, construction sites, hospitals or airports. We also may lease the gyro-transportation units to groups of individuals if they apply for it.


Marketing


Our steps are likely to be as follows:

- organize free exhibitions and workshops for potential customers;

- take part in the exhibitions and workshops that our potential customers may have interest in;

- to pay for the web banners on the websites where our potential customers might see our advertisement.

- to release printed advertisement in magazines.

- to order shooting of promotional videos from advertising agencies.

- to pay for the SEO (search engine optimization), which helps us to take place in the top of search inquiries.

- branding the gyro-vehicles to the needs of customers, by placing stickers or painting the colors to match the brand identity;

During our marketing campaign we plan to highlight the ability to be more mobile and efficient and to demonstrate this we plan to invite guest stars to take part in our promotional videos.


Competition


We believe that narrowing to a very certain group of customers, by which we mean small or medium business entities, can help us to target them more precisely. Understanding the needs of our customers will help us to avoid storing a huge amount of various transportation models, but only a few varieties. The same types of gyro vehicles can be shipped to museums, exhibition centres and airports, whereas a second different type will meet the needs of construction sites, warehouses and small factories. The third sort of vehicles will suit the needs of open space establishments like parks.


Revenue


We expect to have two main income streams: the money that we are likely to receive after:

a) selling or

b) leasing the eco-transportation units.





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Insurance


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


Employees; Identification of Certain Significant Employees.


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


Offices


Our business address is at Mileve Maric Ajnstajn 72, Novi Beograd, Republic of Serbia 11070. This address was provided by our registered agent service.Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong. We do not pay any lease and there is no agreement to pay any lease in the future. Our telephone number is (315) 359-5955.(852) 3487 6330.


Government Regulation


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


Managements Discussion and Analysis of Financial Condition and Results of Operations


Results of Operations for the three and sixnine months ended MayAugust 31, 2020 and 2019:


RevenueRevenue and cost of goods sold


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


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


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


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


Operating expenses


Total operating expenses for the three month period ended MayAugust 31, 2020 were $2,506.$2,998. The operating expenses included auditreview fees of $1,500;$2,500; professional fees of $897;$498; bank service fees of $109.$0.


Total operating expenses for the three month period ended MayAugust 31, 2019 were $8,617.$21,067. The operating expenses included retired property of $720; auditreview fees of $7,600;$2,000; consulting service fees of $18,000; professional fees of $297.$1,067.


Total operating expenses for the six month period ended May 31, 2020 were $12,795. The operating expenses included audit fees of $10,500; professional fees of $2,144;bank service fees of $151.


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

Total operating expenses for the nine month period ended August 31, 2019 were $8,974.$30,041. The operating expenses included retired property of $720; depreciation of $60; auditaudit-related fees of $7,600;$9,600; consulting service fees of $18,000; professional fees of $594.$1,661.


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Net Loss


The net income for the three months ended August 31, 2020 was $34,651 and net loss for the three months period ended MayAugust 31, 2019 was $21,067.

The net income for the nine months ended August 31, 2020 was $21,856 and 2019 was $2,506 and $8,617respectively.




13



Thethe net loss for the sixnine months period ended MayAugust 31, 2020 and 2019 was $12,795 and $8,974 respectively.$30,041.


Liquidity and Capital Resources and Cash Requirements


At MayAugust 31, 2020, the Company had cash of $257$0 ($5,101 as of November 30, 2019). Furthermore, the Company had a working deficit of $37,649$2,998 ($24,854 as of November 30, 2019).


During the six month periodnine months ended MayAugust 31, 2020, the Company receivedused $12,795 of cash in operating activities due to the related party loans of $37,649 forfeited during the period and offset by its net loss.income of $21,856 and increase in other payables and accrued expenses of $2,998.  


During the six month periodnine months ended MayAugust 31, 2020, the Company used no cash in investing activities.


During the six month periodnine months ended MayAugust 31, 2020, the Company generated $7,951of$7,694 of cash in financing activities.


During the six month periodnine months ended MayAugust 31, 2019, the Company used $10,174$31,241 of cash in operating activities due to its net loss of $30,041, decrease in accounts receivable of $2,415; decrease in accounts payable of $4,395; disposal of equipment of $720 and depreciation of $60.  


During the six month periodnine months ended MayAugust 31, 2019, the Company used no cash in investing activities.


During the six month periodnine months ended MayAugust 31, 2019, the Company generated $11,995 of cash in financing activities.activities on accounts of director’s loans.


We are attempting to raise funds to proceed with our plan of operations. We will have to utilize funds from Milena Topolac Tomovic,Benson Wu, our sole officer and director, who has verbally agreed to loan the Company funds to complete the registration process if offering proceeds are less than registration costs. However, Ms. Topolac TomovicMr. Benson Wu has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. Ms. Topolac TomovicsMr. Benson Wu’s verbal agreement to provide us loans for registration costs is non-binding and discretionary. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operations. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.


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


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


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Off-Balance Sheet Arrangements


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


Item 3. Quantitative and Qualitative Disclosures about Market Risk.


As a smaller“smaller reporting companycompany” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.






14



Item 4. Controls and Procedures.


Disclosure Controls and Procedures


We maintain disclosure controls and procedures, as defined in Rule 13a13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of MayAugust 31, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.


Changes in Internal Controls over Financial Reporting


There has been no change in our internal control over financial reporting occurred during our firstthird fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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Table of Content

PART II.  OTHER INFORMATION


Item 1.

LEGAL PROCEEDINGS


During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Item 1.LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.


Item 1A.

RISK FACTORS


Item 1A.RISK FACTORS

As a smaller“smaller reporting companycompany” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.


Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No unregistered salesItem 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.MINE SAFETY DISCLOSURE

None.

Item 5.OTHER INFORMATION

Changes in Control of equity securities took place duringRegistrant 

The Company is aware that on June 26, 2020, Milena Topolac Tomovic, entered into a Stock Purchase Agreement with Benson Wu, pursuant to which Milena Topolac Tomovic sold 3,000,000 shares of the six months ended May 31, 2020.Company’s common stock, representing approximately 78.9% of the issued and outstanding shares of common stock of the Company, to Mr. Wu.

 

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Item 3.

DEFAULTS UPON SENIOR SECURITIES

Table of Content


There were no senior securities issued and outstanding during the six months ended May 31, 2020.


Item 4.

MINE SAFETY DISCLOSURE


Not applicable to our Company.


Item 5.

OTHER INFORMATION


There is no other information required to be disclosed under this item which was not previously disclosed.

 

Item 6.EXHIBITS

 

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Item 6.

EXHIBITS


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


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

Number

Description

Exhibit No.3.1


DescriptionArticles of Incorporation (1)

31.1 3.2

Bylaws (1)

31.1

Certification of ChiefPrincipal Executive Officer pursuant to Securities ExchangeSection 302 of the Sarbanes-Oxley Act of 1934 Rule 13a-14(a) or 15d-14(a).2002.


31.2



Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to Securities Exchange ActCertification of 1934 Rule 13a-14(b) or 15d-14(b)Principal Executive Officer and 18 U.S.C. Section 1350, as adoptedPrincipal Financial Officer pursuant to Section 906 of the Sarbanes- OxleySarbanes-Oxley Act of 2002.

101.INS *

XBRL Instance Document

101.SCH *

XBRL Taxonomy Extension Schema Document

101.CAL *

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

XBRL Taxonomy Extension Presentation Linkbase Document



(1)

Incorporated by reference to the Registrant’s Form S-1 (File No. 333-216921), filed with the SEC on March 24, 2017.


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Table of Content



SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized                                             in the City of Belgrad, Republic of Serbia, on July 7, 2020..


 

FOLKUP DEVELOPMENT INC.

 

 

 

 

By:

/s/

Milena Topolac Tomovic Benson Wu

 

Date: October 15, 2020

 

Name:

Milena Topolac Tomovic Benson Wu

 

 

 

Title:

President, Treasurer and Secretary

 

 

(Principal Executive, Financial and Accounting Officer)



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