~~Registration~~As ~~No.~~filed ~~__________________~~with the Securities and Exchange Commission on July 20, 2021

AsRegistration ~~filed~~No. ~~with the Securities and Exchange Commission on March 24, 2017~~333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~________________________~~FOLKUP DEVELOPMENT INC. (Exact name of registrant as specified in its charter)

FOLKUP DEVELOPMENT INC.

Nevada

3620

32-0499929

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

~~(Exact~~Folkup ~~name~~Development ~~of registrant as specified in its charter)~~Inc.

~~Nevada~~Unit ~~(State or Other Jurisdiction of Incorporation or Organization) 32~~17-~~0499929~~18, ~~IRS~~23/F, ~~Employer~~Metropole ~~Identification Number 3799 Primary Standard Industrial Classification Code Number~~Square

~~Mileve~~2 ~~Maric~~On ~~Ajnstajn~~Yiu 72Street, Sha Tin

~~Novi~~New ~~Beograd~~Territories, ~~Republic~~Hong ~~of Serbia 11070~~Kong

~~Tel. (315)~~+852 ~~359~~3487-~~5955~~6330

~~Email:~~(Address, ~~folkupdevelopment@gmail.com~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~(Address~~Hak ~~and~~Yiu ~~telephone number of principal executive offices)~~ Ng

~~Nevada Discount Registered Agent, Inc.~~President

~~831~~Folkup ~~Laca~~Development ~~Street~~Inc.

~~Dayton~~Unit 17-18, NV23/F, ~~89403~~Metropole Square

~~Tel:~~2 ~~(775)~~On ~~782-6587~~Yiu Street, Sha Tin

~~office@nevadadiscountregisteredagent.com~~New Territories, Hong Kong

~~(Name,~~+852 ~~address~~3487-6330 ~~and telephone number of agent for service)~~

~~Approximate~~(Address, ~~date~~including ofzip ~~commencement~~code, ofand ~~proposed~~telephone ~~sale~~number, toincluding ~~the~~area ~~public:~~code, Asof ~~soon~~agent asfor ~~practicable after this Registration Statement becomes effective.~~service)

1Copies |to:

IfThomas ~~any~~E. ~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933~~Puzzo, ~~please check the following box: [x]~~Esq.

IfLaw ~~this~~Offices ~~form~~of isThomas ~~filed~~E. ~~to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~Puzzo, ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]~~PLLC

If3823 ~~this~~44th ~~form~~Ave. is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]NE

~~If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act~~Seattle, ~~check~~Washington ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]~~98105

~~Indicate~~Telephone ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~No.: ~~See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~ (~~check one~~206): 522-2256

~~Large~~Approximate ~~accelerated~~date ~~filer~~of ~~[ ] Accelerated~~proposed ~~filer~~sale ~~[ ] Non-accelerated~~to ~~filer~~the ~~[ ]~~public: ~~Smaller~~As ~~reporting~~soon ~~company~~as ~~[x]~~practicable and from time to time after the effective date of this Registration Statement.

~~Calculation~~If Ofany ~~Registration~~of ~~Fee~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	3,000,000	0.03	90,000	10.43

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~(1)~~If Inthis ~~the~~Form ~~event~~is of a ~~stock~~post-effective ~~split,~~amendment ~~stock~~filed ~~dividend~~pursuant orto ~~similar~~rule ~~transaction~~462(c) ~~involving~~under ~~our~~the ~~common~~Securities ~~stock~~Act, check the ~~number~~following ofbox ~~shares~~and ~~registered~~list ~~shall~~the ~~automatically~~Securities beAct ~~increased~~registration tostatement ~~cover~~number ~~the additional shares~~ of ~~common~~the ~~stock~~earlier ~~issuable~~effective ~~pursuant~~registration tostatement ~~Rule~~for ~~416 under~~ the ~~Securities~~same ~~Act of 1933, as amended~~offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(2d) ~~Estimated~~under ~~solely~~the ~~for~~Securities Act, check the ~~purpose~~following ofbox ~~calculating~~and list the Securities Act registration ~~fee~~statement ~~pursuant~~number toof ~~Rule~~the ~~457(a)~~earlier ofeffective registration statement for the ~~Securities~~same ~~Act~~offering. ☐

~~The~~Indicate ~~registrant~~by ~~hereby~~check ~~amends~~mark ~~this~~whether ~~registration statement on such date or dates as may be necessary to delay its effective date until~~ the registrant ~~shall~~is ~~file~~ a ~~further~~large ~~amendment~~accelerated ~~which~~filer, ~~specifically~~an ~~states~~accelerated ~~that~~filer, ~~this~~a ~~registration~~non-accelerated ~~statement~~filer, ~~shall~~or ~~thereafter~~a ~~become~~smaller ~~effective~~reporting incompany. ~~accordance~~See ~~with~~definitions ~~section 8(a)~~ of ~~the~~“large ~~securities~~accelerated ~~act of 1933~~filer,” or“accelerated ~~until~~filer” ~~the~~and ~~registration~~“smaller ~~statement~~reporting ~~shall~~company” ~~become~~in ~~effective~~Rule on12b-2 ~~such~~of ~~date as~~ the ~~commission,~~Exchange ~~acting~~Act. ~~pursuant to section 8~~(~~a),~~Check ~~may determine.~~one):

2Large |accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

~~PROSPECTUS~~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 Section 7(a)(2)(B) of the Exchange Act. ☒

~~The~~Calculation ~~information~~of inRegistration this prospectus may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed.Fee

FOLKUP DEVELOPMENT INC.

Title of Each Class

of Securities

to be Registered

Amount to Be

Registered (1)

Proposed

Maximum

Offering Price

per Share (2)

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common Stock, par value $0.001 per share

5,000,000

3.00

15,000,000

1,636.50

(3)

~~3,000,000~~_____________ ~~SHARES OF COMMON STOCK~~

$0.03 PER SHARE

(1)	The company may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 2,500,000 shares sold and the gross proceeds will be $7,500,000.

(2)	The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(3)	The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(4)	The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457, the offering price was determined by the price of the shares that were sold to our shareholders in a private placement pursuant to an exemption from registration under the Securities Act.

~~This~~THE isREGISTRANT ~~the~~HEREBY ~~initial~~AMENDS ~~offering~~THIS ofREGISTRATION ~~common~~STATEMENT ~~stock~~ON ofSUCH ~~Folkup~~DATE ~~Development~~OR ~~Inc.~~DATES ~~(the~~AS ~~“Company”)~~MAY ~~and~~BE noNECESSARY ~~public~~TO ~~market~~DELAY ~~currently~~ITS ~~exists~~EFFECTIVE ~~for~~DATE ~~the~~UNTIL ~~securities~~THE ~~being~~REGISTRANT ~~offered.~~SHALL WeFILE ~~are~~A ~~registering~~FURTHER ~~for~~AMENDMENT ~~sale~~WHICH aSPECIFICALLY ~~total~~STATES ofTHAT ~~3,000,000~~THIS ~~shares~~REGISTRATION ofSTATEMENT ~~common~~SHALL ~~stock~~THEREAFTER atBECOME aEFFECTIVE ~~fixed~~IN ~~price~~ACCORDANCE ofWITH ~~$0.03~~SECTION ~~per share to the general public in a best efforts offering. We estimate our total offering registration costs to be approximately $~~8~~,000.~~(A) ~~There~~OF isTHE noSECURITIES ~~minimum~~ACT ~~number~~OF ~~of shares that must be sold by us for the offering to proceed~~1933, ~~and~~OR weUNTIL ~~will~~THE ~~retain~~REGISTRATION ~~the proceeds~~STATEMENT ~~from~~SHALL ~~the~~BECOME ~~sale~~EFFECTIVE ofON ~~any~~SUCH ofDATE ~~the~~AS ~~offered~~THE ~~shares. The offering is being conducted on a self-underwritten~~COMMISSION, ~~best~~ACTING ~~efforts~~PURSUANT ~~basis,~~TO ~~which~~SECTION ~~means our President~~8(A), ~~Milena~~MAY ~~Topolac Tomovic, will attempt to sell the shares~~DETERMINE. ~~We are making this offering without the involvement of underwriters or broker-dealers.~~

This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she may sell. Ms. Topolac Tomovic will sell all the shares registered herein. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.03 per share for a period of of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 3,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 3,000,000 shares registered under the Registration Statement of which this Prospectus is part. _____________

Folkup Development Inc. is a development stage company and has recently started its operations. To date we have been involved primarily in organizational activities. We do not have sufficient capital for operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment.

(1)	In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2)	This offering price has been estimated solely for the purpose of computing the registration fee in accordance with Rule 457(o) of the Securities Act.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the Securities and Exchange Commission (“SEC”). If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.2

WeThe ~~are~~information anin ~~“emerging~~this ~~growth~~preliminary ~~company”~~prospectus asis ~~defined~~not incomplete and may be changed. These securities may not be sold until the ~~Jumpstart~~registration ~~Our~~statement ~~Business~~filed ~~Startups~~with ~~Act~~the U.S. Securities and Exchange Commission (“~~JOBS Act~~SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~The~~PRELIMINARY ~~purchase~~PROSPECTUS ofSUBJECT ~~the~~TO ~~securities~~COMPLETION ~~offered~~ON ~~through~~JULY ~~this~~20, prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled “risk factors” on pages 7 through 12 before buying any shares of Folkup Development Inc.’s common stock.2021

~~Neither~~5,000,000 ~~the~~SHARES ~~sec~~OF ~~nor~~COMMON ~~any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.~~STOCK

~~The~~This ~~information~~is ina ~~this~~public ~~prospectus~~offering (the “Offering”) of common stock of Folkup Development Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of up to 5,000,000 shares of our common stock at a fixed price of $3.00 per share. We estimate our total offering registration costs to be approximately $75,000. There is ~~not~~no ~~complete~~minimum number of shares that must be sold by us for the Offering to proceed, and ~~may~~we will retain the proceeds from the sale of any of the offered shares. None of the funds from the offering will be ~~changed~~placed in an escrow, trust or similar account, but will be available to us immediately. WeThe ~~may~~Offering ~~not~~will ~~sell~~commence ~~these~~promptly ~~securities~~on ~~until~~the date upon which the registration statement ~~filed~~is declared effective with the ~~securities~~Securities and ~~exchange~~Exchange ~~commission~~Commission is(the “SEC”) and will conclude upon the earlier of (i) when the Offering period ends (16 months from the effective. ~~This~~date of this prospectus), (ii) the date when the sale of all 5,000,000 shares is ~~not~~completed, an(iii) ~~offer~~when tothe ~~sell~~board ~~these~~of ~~securities~~directors ~~and~~decides that it is ~~not~~in ~~soliciting~~the anbest ~~offer~~interest of the Company to ~~buy~~terminate ~~these~~the ~~securities~~Offering prior to the completion of the sale of all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part. The Offering is being conducted on a self-underwritten, best efforts basis, which means our officers and directors will attempt to sell the shares in ~~any~~reliance ~~state~~on ~~where~~the safe harbor from broker-dealer registration under Rule 3a4-1 of the ~~offer~~Securities Exchange of 1934, as amended (the “Exchange Act”). This prospectus will permit our directors to sell the shares directly to the public. No commission or other compensation related to the sale isof ~~not~~the ~~permitted~~shares will be paid to the directors. We are making this Offering without the involvement of underwriters or broker-dealers.

SUBJECT TO COMPLETION, DATED __________, 2017

Offering Price

Per share

Commissions

Proceeds to

Company After

Expenses if 25%

of the shares

are sold

Proceeds to

Company After

Expenses if 50%

of the shares

are sold

Proceeds to

Company After

Expenses if 75%

of the shares

are sold

Proceeds to

Company After

Expenses if 100%

of the shares

are sold

Common Stock

3.00

Not Applicable

3,750,000

7,500,000

11,250,000

15,000,000

Totals

3.00

Not Applicable

3,750,000

7,500,000

11,250,000

15,000,000

3We |may receive no proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that has not received enough proceeds from the offering to begin operations and has no market for its shares.

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”). For more information, see the prospectus section titled “Emerging Growth Company Status” starting on page 7.

The Company is currently in an early stage of growth and has little revenues to date and there can be no assurance that the company will be successful in furthering its operations and/or revenues. Persons should not invest unless they can afford to lose their entire investment.

Investing in our securities involves a high degree of risk. You should purchase these shares of common stock only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

PROSPECTUS SUMMARY		5
RISK FACTORS		7
FORWARD-LOOKING STATEMENTS		12
USE OF PROCEEDS		12
DETERMINATION OF OFFERING PRICE		13
DILUTION		13
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		14
DESCRIPTION OF BUSINESS		18
LEGAL PROCEEDINGS		20
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		20
EXECUTIVE COMPENSATION		22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		23
PLAN OF DISTRIBUTION		24
DESCRIPTION OF SECURITIES		25
INDEMNIFICATION		26
INTERESTS OF NAMED EXPERTS AND COUNSEL		26
EXPERTS		26
AVAILABLE INFORMATION		27
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		27
INDEX TO THE FINANCIAL STATEMENTS		27

PART I - INFORMATION REQUIRED IN PROSPECTUS

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus.

	Page

Prospectus Summary		5
Risk Factors		9
Risk Factors Relating to Our Company		9
Risk Factors Relating to Our Common Stock		9
Use of Proceeds		20
Determination of Offering Price		20
Plan of Distribution		21
Description of Securities		23
Description of Business		25
Our Executive Offices		35
Legal Proceedings		35
Market for Common Equity and Related Stockholder Matters		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Directors, Executive Officers, Promoters and Control Persons		40
Executive Compensation		43
Security Ownership of Certain Beneficial Owners and Management		47
Certain Relationships and Related Transactions		48
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		49
Where You Can Find More Information		49
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		49
Financial Statements	F-1

4 |Table of Contents

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PROSPECTUS SUMMARY

As used in this prospectus, ~~unless~~references to the ~~context otherwise requires~~“Company”, “we,” ~~“us~~,” “our”, “us”, ~~and~~ “Folkup Development ~~Inc.~~” ~~Refers~~refer to Folkup Development Inc., ~~The~~unless ~~following summary does not contain all of~~ the ~~information~~context ~~that~~otherwise ~~may be important to you~~indicates. ~~You should read the entire prospectus before making an investment decision to purchase our common stock.~~

~~FOLKUP~~The ~~DEVELOPMENT~~following ~~INC~~summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

~~Folkup~~OUR Development Inc. was incorporated in Nevada on July 5, 2016. We aim to deliver our services as follows, to sale and lease to our customers certain items or means 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 scooter 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, or touristic agencies and other establishments or organizations that face the problem of covering large distances by employees or visitors of theirs.COMPANY

WeOur ~~intend~~Corporate toHistory ~~use the net proceeds from this offering to develop our business operations (See “Description of Business”~~ and ~~“Use~~Background of Proceeds”). To implement our plan of operations we require a minimum of $37,000 for the next twelve months as. We have to sell described in our Plan of Operations minimum 50% of the offering shares to obtain our required minimum ($37,000) of net offering proceeds taking into account the anticipated $8,000 costs of the offering. There is no assurance that we will generate revenue in the first 12 months after completion of our offering or ever generate revenue.

~~Being~~The aCompany ~~development~~was ~~stage~~incorporated ~~company,~~on weJuly ~~have~~5, ~~a very limited operating history. If we do not generate revenue~~2016, weunder ~~may~~the ~~need~~laws ~~a minimum~~ of ~~$10,000~~the ofState additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Mileve Maric Ajnstajn 72, Novi Beograd, Republic of ~~Serbia 11070~~Nevada. ~~Our phone number is (315) 359-5955.~~

~~From~~On ~~inception~~June ~~(July~~26, 52020, ~~2016)~~Milena ~~until~~Topolac Tomovic, the ~~date~~then ofmajor ~~this filing~~shareholder, weentered ~~have~~into ~~had~~a ~~limited~~Stock ~~operating~~Purchase ~~activities.~~Agreement ~~Our~~with ~~financial~~Hak ~~statements~~Yiu ~~from~~Ng, ~~inception~~wherein ~~(July~~Milena 5Topolac Tomovic sold 3,000,000 ~~2016)~~shares ~~through~~of ~~November~~the 30Company’s common stock, ~~2016~~then ~~report~~representing noapproximately ~~revenue~~78.9% ~~and~~of aall ~~net~~issued ~~loss~~and outstanding shares of ~~$842~~common stock, to Mr. Ng.

AsMilena ofTopolac Tomovic served as President, Secretary, Treasurer and a director from July 5, 2016 until her resignation on July 6, 2020. Effective from July 6, 2020, Milena Topolac Tomovic resigned as a director, and from the ~~date~~offices of ~~this~~President, ~~prospectus~~Secretary and Treasurer of, ~~there~~the isCompany. noImmediately ~~public~~prior ~~trading~~to ~~market~~such ~~for~~resignation, ~~our~~Ms. ~~common~~Topolac ~~stock~~Tomovic, ~~and~~as nothe ~~assurance~~sole ~~that~~member of the board of directors at such time, appointed Hak Yiu Ng as a ~~trading~~director, ~~market~~and ~~for~~as ~~our~~President, ~~securities~~Secretary ~~will~~and ~~ever~~Treasurer ~~develop~~of the Company. Mr. Ng was the Company’s sole officer and director until November 25, 2020.

~~Proceeds~~On ~~from~~November ~~this~~25, ~~offering~~2020, ~~are~~Hak ~~required~~Yiu ~~for~~Ng usresigned toas ~~proceed~~Secretary ~~with~~and ~~our~~was ~~business~~appointed ~~plan~~Chairman ~~over~~of the ~~next~~Board ~~twelve~~of ~~months.~~Directors Weof ~~require~~the ~~minimum~~Company. ~~funding~~On ofNovember ~~approximately~~25, ~~$37~~2020,~~000~~ toHuang ~~conduct~~Zhen ~~our~~Kun ~~proposed~~was ~~operations~~appointed ~~and~~Chief ~~pay~~Executive ~~all~~Officer ~~expenses~~and ~~for~~ a ~~minimum~~Director; ~~period~~Lau ofKit ~~one~~Yan, ~~year~~Mark ~~including~~was ~~expenses~~appointed ~~associated~~Chief ~~with~~Financial ~~this~~Officer, ~~offering~~Secretary and ~~maintaining~~ a ~~reporting~~Director; ~~status~~Poon ~~with~~To ~~the~~Ming ~~SEC.~~was Ifappointed weChief ~~are~~Operating ~~unable~~Officer; toWong ~~obtain~~Ka ~~minimum~~Hing ~~funding~~Andrew ofwas ~~approximately~~appointed ~~$37,000,~~Chief ~~our~~Marketing ~~business~~Officer; ~~may~~and ~~fail.~~Xu ~~Since~~Ming wewas ~~are~~appointed ~~presently~~Chief inTechnology ~~the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities~~Officer.

5The |Company does not have any current plans, arrangements, discussions or intentions, whether written or oral, to engage in a merger or acquisition with an identified or unidentified company or person to be used as a vehicle for a private company to become a reporting company.

~~THE~~From ~~OFFERING~~inception until we completed our reverse acquisition of Powertech Holdings, the principal business of the Company was a plan to establish a business to lease and sell certain items or means of what we referred 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 scooter and a two-wheeled hoverboard. We expected 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.

The Issuer:	Folkup Development Inc.
Securities Being Offered:	3,000,000 shares of common stock
Price Per Share:	$0.03
Duration of the Offering:	The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 3,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 3,000,000 shares registered under the Registration Statement of which this Prospectus is part.
Gross Proceeds	If 50% of the shares sold - $45,000 If 75% of the shares sold - $67,500 If 100% of the shares sold - $90,000
Securities Issued and Outstanding:	There are 3,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Milena Topolac Tomovic. If we are successful at selling all the shares in this offering, we will have 6,000,000 shares issued and outstanding.
Subscriptions	All subscriptions once accepted by us are irrevocable.
Registration Costs	We estimate our total offering registration costs to be approximately $8,000.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Table of Contents

~~There~~Recent ~~is no assurance that we will raise the full $90,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.~~Developments

6Share |Exchange Agreement

On November 25, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Powertech Holdings Company Limited, a British Virgin Islands corporation (“Powertech Holdings”), and the holders of common shares of Powertech Holdings. The holders of the common stock of Powertech Holdings consisted of 48 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 6,000,000 shares of common stock in consideration for all the issued and outstanding shares in Powertech Holdings. Hak Yiu Ng, the Company’s sole officer and director, is the beneficial holder of 4,000,000 common shares, or 76.8%, of the issued and outstanding shares of Powertech Holdings. The effect of the issuance of the 6,000,000 shares issued under the Share Exchange Agreement is that the former shareholders of Powertech holdings acquired 61.2% of the issued and outstanding shares of common stock of the Company.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Ng was the holder of 3,000,000 shares of common stock, or 78.9%, of the issued and outstanding shares of common stock of the Company. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Ng acquired 4,607,408 shares of common stock of the Company, by virtue of his 76.8% beneficial ownership of Powertech Holdings. The remaining 47 common shareholders of Powertech Holdings acquired 1,392,592 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate of 23.2% beneficial ownership of Powertech Holdings.

Giving effect to the transactions under the Share Exchange Agreement, Mr. Ng is now the beneficial holder of 7,607,408 shares of common stock, or 77.6%, of the issued and outstanding shares of common stock of Powertech Holdings.

As a result of the share exchange, Powertech Holdings is now a wholly-owned subsidiary of the Company.

The share exchange transaction with Powertech Holdings was treated as a reverse acquisition, with Powertech Holdings as the acquirer and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Powertech Holdings.

On November 25, 2020, the Company’s Board of Directors approved a change in its fiscal year end from November 30 to December 31, effective beginning with the Company’s next fiscal year, which will now begin on January 1, 2021 and end on December 31, 2021 (the “New Fiscal Year”).

Exclusive Patent License Agreements

Effective November 25, 2020, the Company entered into an Exclusive Patent License Agreement with Fushan Baohua Renewable Energy Co Ltd (PRC) (“Fushan Baohua”), an entity duly formed and existing under the laws of the People’s Republic of China (the “Fushan Baohua License Agreement”), pursuant to which the Company has licensed from Fushan Baohua the patents for the technology underlying Liftable Soar Pergola, Expandable Soar Pergola and Foldable Solar Pergola products of the Company. The term of the Fushan Baohua License Agreement is for the terms of the underlying patents and covers all countries and territories in the world. The Liftable Soar Pergola patent expires on August 5, 2029, the Expandable Soar Pergola patent expires on August 2, 2029, and the Foldable Solar Pergola patent expires on August 2, 2029. The Company paid consideration of $10.00 for entering into the Fushan Baohua License Agreement. Fushan Baohua is controlled by Hak Yiu Ng, the President, Chairman of the Board of Directors and majority stockholder of the Company.

Effective November 25, 2020, the Company entered into an Exclusive Patent License Agreement with PowerWatt Engineering Co. Ltd. (“PowerWatt Engineering”), an entity duly formed an existing under the laws of Hong Kong, (the “PowerWatt Engineering License Agreement”), pursuant to which the Company has licensed from PowerWatt Engineering the patents for the technology underlying the Foldable Solar Pergola, The Solar Photovoltaic Sunlight House, and RPP Ballast Solar System products of the Company. The term of the PowerWatt Engineering License Agreement is for the terms of the underlying patents and covers all countries and territories in the world. The Foldable Solar Pergola patent expires on November 26, 2028, the Solar Photovoltaic Sunlight House patent registered in China expires on March 7, 2029, and registered in Hong Kong expires on August 2, 2027, and the RPP Ballast Solar System registered in China expires on March 7, 2029, and registered in Hong Kong expires on August 5, 2027. The Company paid consideration of $10.00 for entering into the PowerWatt Engineering License Agreement. PowerWatt Engineering is controlled by Hak Yiu Ng, the President, Chairman of the Board of Directors and majority stockholder of the Company.

Table of Contents

Certain Information about this Offering

Offering Price

Per share

Commissions

Proceeds to

Company After

Expenses if 25%

of the shares

are sold

Proceeds to

Company After

Expenses if 50%

of the shares

are sold

Proceeds to

Company After

Expenses if 75%

of the shares

are sold

Proceeds to

Company After

Expenses if 100%

of the shares

are sold

Common Stock

3.00

Not Applicable

3,750,000

7,500,000

11,250,000

15,000,000

Totals

3.00

Not Applicable

3,750,000

7,500,000

11,250,000

15,000,000

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. While our shares of common stock are quoted on the Pink tier of the OTC Markets Group, Inc. (the “OTC Markets”), our common stock is not traded or on any exchange. There can be no assurance that any market for our stock will develop on the OTC Markets or that our common stock will ever be quoted on a stock exchange.

We are a “Smaller Reporting Company”

We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have (i) a public float of less than $250,000,000 or (ii) annual revenues of less than $100,000,000 during the most recently completed fiscal year and no public float, or a public float of less than $700 million. As a “smaller reporting company,” the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Emerging Growth Company

We are an ‘‘emerging growth company’’ within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to this Offering and our Common Stock – We are an ‘emerging growth company’ and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors” on page 10 of this prospectus.

Our fiscal year end is December 31. Our audited financial statements for the quarter ended March 31, 2021, were prepared assuming that we will continue our operations as a going concern. Our accumulated loss for the period from March 15, 2016 (inception) to the fiscal quarter ended March 31, 2021 was $1,936,988. For the three months ended March 31, 2021, we earned revenues of $796,301.

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors have included a going concern opinion in their report on our audited financial statements for the period ended December 31, 2020. The notes to our financial statements contain additional disclosure describing the circumstances leading to the issuance of a going concern opinion by our auditors.

Table of Contents

The Offering

Securities offered:		We are offering up to 5,000,000 of our common stock.

Offering price:		We will offer and sell our shares of common stock at a fixed price of $3.00 per share.

Shares outstanding prior to offering:		9,800,000

Shares outstanding after offering:		14,800,000

Market for the common shares:		There is a limited public market for our shares. Our common stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Use of proceeds:		We intend to use the net proceeds from the sale of our 5,000,000 shares (after deducting estimated offering expenses payable by us) for professional fees, further development of our business. See “Use of Proceeds” on page 20 for more information on the use of proceeds.

SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the ~~period~~fiscal ~~from~~year ~~July~~ended 5December 31, ~~2016~~2020, ~~(Inception)~~and toour ~~November~~unaudited 30financial statements for the three months ended March 31, ~~2016~~2021. Our working capital balance at March 31, 2021 was $3,114,392.

Balance Sheet Data	As of November 30, 2016
		For the Fiscal Year December 31, 2020
Cash	$ 3,053
Financial Summary (Audited)
Total Assets	$ 3,053
Cash and Deposits		$	347,751
Total Liabilities	$ 895
Total Assets			3,324,778
Total Stockholder’s Equity	$ 2,158
Total Liabilities			210,386
Total Stockholder’s Equity (Deficit)		$	(1,588,513	)

Statement of Operations Data	From July 5, 2016 (Inception) to November 30, 2016
Total Expenses	$ 842
Net Loss	$ (842)

Table of Contents

	For the Fiscal Year ended December 31, 2020

Consolidated Statements of Expenses and Net Loss
Total Operating Expenses	$	1,465,988
Net Loss for the Period	$	(907,225	)

	For the Fiscal Quarter ended March 31, 2021

Financial Summary (Unaudited)
Cash and Deposits	$	347,751
Total Assets		3,324,778
Total Liabilities		210,386
Total Stockholder’s Equity (Deficit)	$	(1,588,513	)

	For the three months ended November 30, 2019

Total Operating Expenses	$	9,136
Net Loss for the Period	$	(35,214	)

RISK FACTORS

An investment in our common stock involves a ~~high~~number ~~degree~~ of ~~risk~~very significant risks. You should carefully consider the ~~risks~~following ~~described~~known ~~below~~material risks and ~~the~~uncertainties in addition to other information in this prospectus ~~before investing~~ in ~~our~~evaluating ~~common stock. If any of the following risks occur,~~ our ~~business,~~company ~~operating results~~ and ~~financial~~its ~~condition~~business ~~could~~before bepurchasing ~~seriously~~shares ~~harmed. The trading price~~ of our company’s common stock,. ~~when~~You ~~and~~could iflose weall ~~trade~~or atpart aof ~~later~~your ~~date,~~investment ~~could decline~~ due to any of these risks~~, and you may lose all or part of your investment~~.

~~Risks~~RISKS ~~related~~RELATING toTO ~~our~~OUR ~~business~~COMPANY

~~Because~~Our weauditors have aexpressed ~~limited~~substantial ~~operating history, have yet to attain profitable operations and will need additional financing to fund our businesses, there is~~ doubt about our ability to continue as a going concern.

Our audited financial statements for the ~~period~~years ~~from~~ended ~~July~~December 531, ~~2016~~2020 ~~(inception)~~and to2019, ~~November~~and ~~30,~~our ~~2016~~unaudited ~~have~~financial ~~been~~statements for the three months ended March 31, 2021, were prepared assuming that we will continue our operations as a going concern. ~~This~~Our ~~means~~wholly-owned ~~that~~subsidiary, ~~there~~Powertech isHoldings, ~~substantial~~was ~~doubt~~incorporated ~~that~~on weSeptember ~~can~~21, ~~continue~~2020, asand anhas ~~ongoing~~net ~~business~~revenues ~~for~~of ~~the~~$796,301, ~~next~~and ~~twelve~~a ~~months~~net loss of $35,214, at March 31, 2021. ~~The~~As ~~financial~~a ~~statements~~result, doour ~~not~~independent ~~include~~accountants ~~any~~in ~~adjustments~~their ~~that~~audit ~~might~~report ~~result~~have ~~from~~expressed ~~the~~substantial ~~uncertainty~~doubt about our ability to continue inas ~~business~~a going concern. AsContinued ~~such~~operations weare ~~may~~dependent ~~have~~on our ability to ~~cease~~complete equity or debt financings or generate profitable operations. ~~and~~Such ~~you~~financings ~~could~~may ~~lose~~not ~~your~~be ~~investment~~available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

We9 ~~may~~Table ~~continue~~of ~~to lose money, and if we do not achieve profitability, we may not be able to continue our business.~~Contents

WeIf are a company with limited operations and have incurred expenses and losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our ~~operating~~estimates ~~expenses~~related to ~~increase~~future asexpenditures aare ~~result~~erroneous ~~of our planned expansion. Even if we do achieve profitability, we may be unable to sustain~~ or ~~increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues~~inaccurate, ~~expenses,~~our ~~losses~~business ~~and cash flow, some of which could be significant. Results of operations~~ will ~~depend~~fail ~~upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products~~ and ~~services,~~you ~~new~~could ~~products~~lose ~~and~~your ~~service~~entire ~~introductions, and competition~~investment.

WeOur ~~are~~success ~~solely~~is dependent in part upon the ~~funds~~accuracy toof beour ~~raised~~management’s inestimates ~~this~~of ~~offering~~our future cost expenditures for legal and accounting services (including those we expect to ~~start~~incur ~~our~~as ~~business~~a publicly reporting company), ~~the~~for ~~proceeds~~website ofand ~~which~~mobile ~~may~~application bemarketing ~~insufficient~~and development expenses, and for administrative expenses, which management estimates to ~~achieve~~be ~~sufficient~~approximately ~~revenues~~$2,000,000 ~~and~~over ~~profitable~~the ~~operations~~next twelve months. WeIf ~~may~~such ~~need~~estimates toare ~~obtain~~erroneous ~~additional~~or ~~financing~~inaccurate, ~~which~~or if we encounter unforeseen costs, we may not be ~~available.~~able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

~~Our~~If ~~current~~we ~~operating funds~~ are ~~less~~not ~~than~~able ~~necessary~~ to ~~complete~~develop our ~~intended~~business ~~operations. We need the proceeds from this offering to start our operations~~ as ~~described in the “Plan of Operation” section of this prospectus. As of November 30~~anticipated, ~~2016,~~ we ~~had cash in the amount of $3,053 and liabilities of $895. As of this date, we have no income and just recently started our operation. The proceeds of this offering~~ may not be ~~sufficient~~able ~~for us~~ to ~~achieve~~generate ~~profitable operations. We need additional funds to achieve a sustainable sales level where ongoing operations can be funded out of~~ revenues. ~~There is no assurance that any additional financing will be available~~ or ifachieve ~~available,~~profitability onand ~~terms~~you ~~that~~may ~~will~~lose beyour ~~acceptable to us~~investment.

7Our |wholly-owned subsidiary, Powertech Holdings, was incorporated on September 21, 2020, and our net loss for the year ended December 31, 2019 was $598,941, and our comprehensive loss for the year ended December 31, 2019 was $602,843. We have a limited number of customers, and we have earned limited revenues to date. Our business prospects are difficult to predict because of our limited operating history, and unproven -marketing strategy. Our primary business activities will be focused on selling our renewable energy products. Although we believe that our business has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your entire investment.

WePotential ~~require~~disputes ~~minimum~~related ~~funding of approximately $37,000~~ to ~~conduct~~the ~~our~~existing ~~proposed~~agreement ~~operations~~pursuant ~~for a period of one year. If we are not able~~ to ~~raise~~which ~~this amount, or if~~ we ~~experience~~purchased athe ~~shortage~~intellectual ofproperty ~~funds~~rights ~~prior~~underlying ~~to funding we may utilize funds from Milena Topolac Tomovic,~~ our ~~sole~~business ~~officer~~could ~~and~~result ~~director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable~~ in ~~connection with~~ the ~~filing~~loss of ~~this~~rights ~~registration~~that ~~statement~~are ~~and~~material ~~operation expenses. However, Ms. Topolac Tomovic has no formal commitment, arrangement or legal obligation~~ to ~~advance~~our ~~or loan funds to the Company~~business. After one year we may need additional financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

IfThe weacquisition ~~are~~of ~~successful~~the inintellectual ~~raising~~property of Powertech Holdings, by way of the ~~funds~~Share ~~from~~Exchange ~~this~~Agreement, ~~offering~~by and among the Company, Powertech Holdings, and the holders of common shares of Powertech Holdings, is of critical importance to our business and involves complex legal, business, and accounting issues. Although we ~~plan~~have clear title to ~~commence~~and ~~activities~~no restrictions to ~~continue~~use our ~~operations.~~intellectual Weproperty, ~~cannot~~disputes ~~provide~~may ~~investors~~arise ~~with~~regarding ~~any~~the ~~assurance~~Share Exchange Agreement, including but not limited to, the breaches of representations or other interpretation-related issues. If disputes over intellectual property that we ~~will~~have beacquired ~~able~~under tothe ~~raise~~Share ~~sufficient~~Exchange ~~funds~~Agreement prevent or impair our ability to ~~continue~~maintain our ~~business~~current ~~plan~~intellectual ~~according~~property, we may be unable to ~~our~~successfully ~~plan~~develop ofand ~~operations.~~commercialize our business.

We ~~are~~expect ato ~~development~~suffer ~~stage~~losses ~~company~~in ~~and~~the ~~have~~immediate ~~commenced~~future ~~limited~~that ~~operations~~may incause ~~our~~us ~~business. We expect~~ to ~~incur~~curtail ~~significant~~or ~~operating~~discontinue ~~losses~~our ~~for the foreseeable future~~operations.

We ~~were~~expect ~~incorporated on July 5, 2016, and~~ to ~~date~~incur ~~have~~operating ~~been~~losses ~~involved primarily~~ in ~~organizational~~future ~~activities~~periods. WeThese ~~have~~losses ~~commenced~~will ~~limited~~occur ~~business~~because ~~operations. Accordingly, we~~ have nolimited ~~way~~revenues to ~~evaluate~~offset the ~~likelihood~~expenses ~~that~~associated ~~our~~with ~~business will be successful. Potential investors should be aware of~~ the ~~difficulties~~development ~~normally encountered by new companies and the high rate~~ of ~~failure~~brand ~~of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications~~ and ~~delays~~our ~~encountered~~business ~~in connection with the~~ operations, ~~that we plan to undertake~~generally. ~~These~~ ~~potential~~We ~~problems~~cannot ~~include,~~guarantee ~~but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses~~ that ~~may exceed current estimates. We anticipate that~~ we will ~~incur~~ever ~~increased~~be ~~operating~~successful ~~expenses~~in ~~without~~generating ~~realizing substantial~~ revenues. Wein ~~expect to incur significant losses into~~ the ~~foreseeable~~ future. We recognize that if ~~the~~we ~~effectiveness~~are ofunable ~~our~~to ~~business~~generate ~~plan~~meaningful ~~is not forthcoming~~revenues, we will not be able to ~~continue~~earn ~~business~~profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and itwe iscan ~~doubtful~~provide investors with no assurance that we will generate any ~~substantial~~operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will ~~most~~almost ~~likely~~certainly fail.

We ~~have~~may ~~limited~~not ~~sales~~be ~~and~~able ~~marketing~~to ~~experience,~~execute ~~which~~our ~~increases~~business ~~the~~plan ~~risk~~or ~~that~~stay ~~our~~in business ~~will~~without ~~fail~~additional funding.

WeOur ~~have~~ability noto ~~sufficient~~generate ~~experience~~future operating revenues depends in part on whether we can obtain the ~~marketing~~financing ofnecessary ~~eco-transport~~to ~~sales~~implement orour ~~lease~~business ~~and~~plan. ~~have~~We ~~only~~will ~~nominal~~likely ~~sales~~require additional financing through the issuance of debt and/or ~~marketing~~equity ~~experience.~~in ~~Our~~order ~~future~~to ~~success~~establish ~~will~~profitable ~~depend~~operations, ~~among~~and ~~other~~such ~~factors~~financing may not be forthcoming. As widely reported, ~~upon~~the ~~whether~~global ~~our~~and ~~services~~domestic ~~can~~financial bemarkets ~~sold~~have atbeen aextremely ~~profitable~~volatile ~~price~~in recent months. If such conditions and ~~the~~constraints ~~extent~~continue or if there is no investor appetite to ~~which~~finance ~~consumers~~our ~~acquire,~~specific ~~adopt~~business, ~~and~~we ~~continue~~may not be able to ~~use~~acquire ~~them~~additional financing through credit markets or equity markets. ~~There~~Even ~~can~~if additional financing is available, it may not be noavailable ~~assurance~~on ~~that~~terms ~~service~~favorable ~~will~~to ~~gain~~us. ~~wide~~At ~~acceptance~~this intime, ~~its~~we ~~targeted~~have ~~markets~~not identified or ~~that~~secured wesources ~~will~~of beadditional ~~able~~financing. Our failure to ~~effectively~~secure ~~market~~additional financing when it becomes required will have an adverse effect on our ~~services~~ability to remain in business.

We10 ~~are~~Table inof ~~a competitive market which could impact our ability to gain market share which could harm our financial performance.~~Contents

~~The~~We ~~business~~process, ofstore ~~niche of eco-transport sales~~ and ~~leasing~~use ~~service~~personal isinformation ~~very competitive. Barriers to entry are relatively low,~~ and weother ~~face competitive pressures from companies anxious to join this niche. There are a number of successful providers operated by proven companies that offer similar niche services~~data, which ~~may~~subjects ~~prevent~~ us ~~from gaining enough market share~~ to ~~become~~governmental ~~successful. These~~regulations ~~competitors have existing customers that may form a large part of our targeted client base,~~ and ~~such~~other ~~clients~~legal ~~may~~obligations berelated ~~hesitant~~ to ~~switch~~privacy. ~~over~~Our ~~from~~actual ~~already~~or ~~established~~perceived ~~competitors~~failure to ~~our~~comply ~~service. If~~with wesuch ~~cannot~~obligations ~~gain~~could ~~enough~~harm ~~market share,~~ our business ~~and our financial performance will be adversely affected~~.

~~Some~~We receive, store and process personal information and other user data, including credit card information for certain users. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our ~~competitors~~privacy policies and privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification bodies). It is possible that these obligations may be ~~able~~interpreted and applied in a manner that is inconsistent from one jurisdiction to ~~use~~another ~~their~~and ~~financial~~may ~~strength~~conflict with other rules or our practices. Any failure or perceived failure by us to ~~dominate~~comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the ~~market~~unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or negative publicity and could cause our users and advertisers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties with whom we work, such as advertisers, vendors or developers, violate applicable laws or our policies, such violations may ~~affect~~also put our ~~ability~~users’ toinformation ~~generate~~at ~~revenues~~risk and could have an adverse effect on our business.

~~Some~~We ofoperate ~~our~~in ~~competitors~~a ~~may~~highly becompetitive ~~much~~industry ~~larger companies than us~~ and ~~very well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this market, which~~ may ~~impede~~face ~~our~~increased ~~ability to generate sufficient revenue to cover our costs~~competition. Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production. We might not be able to maintain our ability to compete in this circumstance.

8We |operate in the renewable energy industry and face strong competition in terms of distribution, brand recognition, taste, quality, price, availability, and product positioning. The market is highly fragmented, and the resources of our competitors may increase due to mergers, consolidations or alliances, and we may face new competitors in the future. Our main competitors include approximately 20 competitors in Hong Kong, and we expect more competitors in the future, some of which we expect will be supported by government subsidies. In addition, as we seek to expand our market share and to penetrate into new markets, we may have difficulty competing. From time to time in response to competitive and customer pressures or to maintain market share, we may be forced to reduce our selling prices or increase or reallocate spending on marketing, advertising, or promotions in order to compete. These types of actions could decrease our profit margins. Such pressures may also restrict our ability to increase our selling prices in response to raw material and other cost increases. In light of the strong competition that we currently face, and which may intensify in the future, there can be no assurance that we will be able to increase the sales of our products or even maintain our past levels of sales, or that our profit margins will not be reduced. If we are unable to increase our product sales or to maintain our past levels of sales and profit margins, our business, financial condition, results of operations and prospects may be materially and adversely affected.

WeOur ~~cannot~~potential ~~guarantee~~customers ~~future~~will ~~customers.~~require ~~Even~~a ifhigh wedegree ~~obtain~~of ~~customers,~~reliability ~~there~~in isthe nodelivery ~~assurance~~of ~~that~~our weproducts ~~will~~and beservices, ~~able~~and toif ~~generate~~we acannot ~~profit.~~meet Iftheir ~~that~~expectations ~~occurs~~for weany ~~will~~reason, ~~have~~demand tofor ~~cease~~our ~~operations~~products and services will suffer.

WeOur ~~have~~success ~~not~~depends ~~identified~~in ~~any~~large ~~customers~~part ~~and~~on weour ~~cannot~~ability ~~guarantee~~to ~~that~~deliver wehighly ~~will~~functional beproducts ~~able~~and togenerally ~~attract~~error-free ~~future~~services, and a satisfactory experience for our customers. ~~Even~~To ifachieve these objectives, we ~~obtain~~depend ~~new~~on ~~customers~~the ~~for~~quality, performance and scalability of our ~~service,~~products ~~there~~and isservices, nothe ~~guarantee~~responsiveness ~~that~~of weour ~~will~~technical ~~make~~support aand ~~profit. If~~the wecapacity, ~~are~~reliability ~~unable~~and tosecurity ~~attract~~of ~~enough~~our ~~customers~~operations. toWe ~~operate~~also ~~profitably,~~depend weon ~~will~~third ~~have~~parties toover ~~suspend~~which orwe ~~cease~~have ~~operations~~no control.

~~Because~~Technology wechanges ~~are~~rapidly ~~small~~in ~~and~~our dobusiness ~~not~~and ~~have~~if ~~much~~we ~~capital,~~fail ~~our~~to ~~marketing~~anticipate ~~campaign~~or ~~may~~successfully ~~not~~implement benew ~~enough~~technologies toor ~~attract~~the ~~sufficient~~manner ~~number~~in ofwhich ~~customers~~use toour ~~operate~~products ~~profitably.~~and Ifservices, wethe doquality, ~~not~~timeliness ~~make~~and acompetitiveness ~~profit,~~of weour ~~will~~products ~~suspend~~and orservices ~~cease~~will ~~operations~~suffer.

~~Due~~Rapid technology changes in our industry require us to ~~the~~anticipate, ~~fact~~sometimes years in advance, which technologies we ~~are~~must ~~small~~implement and dotake ~~not~~advantage ~~have~~of ~~much~~in ~~capital~~order to make our products and services competitive in the market. Therefore, we must ~~limit~~start our ~~marketing~~product ~~activities~~development ~~and~~with a range of technical development goals that we hope to be able to achieve. We may not be able to ~~make~~achieve these goals, or our ~~services~~competition ~~known~~may be able to ~~potential~~achieve ~~customers.~~them ~~Because~~more quickly and effectively than we ~~will~~can. beIn ~~limiting~~either case, our ~~marketing~~products ~~activities,~~and weservices may ~~not~~ be ~~able~~technologically inferior to ~~attract~~our ~~enough~~competitors’, ~~customers~~less appealing to ~~operate~~consumers, ~~profitably~~or both. If we cannot ~~operate~~achieve ~~profitably~~our technology goals within the original development schedule of our products and services, then we may ~~have~~delay their release until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to ~~suspend~~accelerate our development of new technologies, either to preserve our product or ~~cease~~service ~~operations~~launch schedule or to keep up with our competition, which would increase our development expenses. Any such failure to adapt to, and appropriately allocate resources among, emerging technologies would harm our competitive position, reduce our market share and significantly increase the time we take to bring our product to market.

~~Because~~11 ~~our~~Table ~~sole officer and director will own 50%~~ of ~~our outstanding common stock, she will make and control corporate decisions that may be disadvantageous to minority shareholders.~~Contents

~~Ms.~~If ~~Topolac~~we ~~Tomovic,~~fail ~~our~~to ~~sole~~promote ~~officer~~ and ~~director,~~maintain ~~will own 50% or more of the outstanding shares of~~ our ~~common~~brand ~~stock. Accordingly, she will have significant influence~~ in ~~determining~~an ~~the~~effective ~~outcome~~and ofcost-efficient ~~all corporate transactions or other matters~~way, ~~including the election of directors, mergers, consolidations and the sale of all or substantially all of~~ our ~~assets,~~business and ~~also~~results ~~the power to prevent or cause a change in control. The interests~~ of ~~Ms.~~operations ~~Topolac Tomovic~~ may ~~differ~~be ~~from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders~~harmed.

We ~~depend~~believe that developing and maintaining awareness of our brand effectively is critical to aattracting ~~significant~~new ~~extent~~and retaining existing customers. Successful promotion of our brand and our ability to attract customers depends largely on ~~certain~~the ~~key~~effectiveness ~~person,~~of our marketing efforts and the ~~loss~~success of ~~whom~~the channels we use to promote our services. It is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may ~~materially~~not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely ~~affect~~affected, which may impair our ~~company~~ability to grow our business.

~~Currently,~~Our wepotential ~~have~~customers ~~only~~will ~~one~~require ~~employee~~a ~~who~~high isdegree ~~also our sole officer and director. We depend entirely on Milena Topolac Tomovic for all~~ of ~~our~~reliability ~~operations.~~in ~~The~~the ~~loss~~delivery of ~~Ms. Topolac Tomovic would have a substantial negative effect on~~ our ~~company and may cause our business to fail. Ms. Topolac Tomovic has not been compensated for her~~ services ~~since our incorporation~~, and itif iswe ~~highly~~cannot ~~unlikely~~meet ~~that~~their ~~she~~expectations ~~will~~for ~~receive~~ any ~~compensation~~reason, ~~unless~~demand ~~and until we generate substantial revenues. There is intense competition~~ for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Ms. Topolac Tomovic’s services could prevent us from completing the development of our ~~plan~~products ~~of operation~~ and ~~our business. In the event of the loss of~~ services ~~of such personnel, no assurance can be given that we~~ will ~~be able to obtain the services of adequate replacement personnel~~suffer.

WeOur dosuccess ~~not~~depends ~~have~~in ~~any~~large ~~employment~~part ~~agreements~~on orour ~~maintain~~ability ~~key~~to ~~person~~assure ~~life~~generally ~~insurance~~error-free ~~policies~~services, uninterrupted operation of our network and software infrastructure, and a satisfactory experience for our customers’ end users when they use Internet-based communications services. To achieve these objectives, we depend on the quality, performance and scalability of our ~~officer~~products and ~~director~~services, the responsiveness of our technical support and the capacity, reliability and security of our network operations. We doalso ~~not~~depend ~~anticipate~~on ~~entering~~third ~~into~~parties ~~employment~~over ~~agreements~~which we have no control. For example, our ability to serve our customers is based solely on our network access agreement with ~~her~~one orservice ~~acquiring~~provider ~~key~~and ~~man~~on ~~insurance~~that inservice provider’s ability to provide reliable Internet access. Due to the ~~foreseeable~~high ~~future~~level of performance required for critical communications traffic, any failure to deliver a satisfactory experience to end users, whether or not caused by our own failures could reduce demand for our products and services.

~~Because~~If ~~our~~we ~~sole~~fail ~~officer~~to promote and ~~director~~maintain ~~will~~our ~~only~~brand bein ~~devoting~~an ~~limited~~effective ~~time~~and tocost-efficient ~~our operations~~way, our ~~operations~~business ~~may~~and beresults ~~sporadic which may result in periodic interruptions or suspensions~~ of operations. ~~This activity could prevent us from attracting enough customers and result in a lack of revenues which~~ may ~~cause~~be ~~us to cease operations~~harmed.

~~Milena~~We ~~Topolac~~believe ~~Tomovic,~~that ~~our~~developing ~~sole officer~~ and ~~director~~maintaining ~~will~~awareness ~~only~~of beour ~~devoting~~brand ~~limited~~effectively ~~time~~is critical to ~~our~~attracting ~~operations.~~new ~~She~~and ~~will~~retaining beexisting ~~devoting~~customers. ~~approximately~~Successful 20promotion ~~hours~~of aour ~~week~~brand toand our ~~operations.~~ability ~~Because~~to attract customers depends largely on the effectiveness of our ~~sole~~marketing ~~office~~efforts and ~~director~~the ~~will~~success ~~only~~of bethe ~~devoting~~channels ~~limited~~we ~~time~~use to ~~our~~promote ~~operations,~~ our ~~operations~~services. ~~may~~It beis ~~sporadic~~likely ~~and~~that ~~occur~~our atfuture ~~times~~marketing ~~which~~efforts ~~are~~will ~~convenient~~require us to ~~him~~incur significant additional expenses. AsThese aefforts may not result, ~~operations~~in ~~may~~increased berevenues ~~periodically~~in ~~interrupted~~the immediate future or ~~suspended~~at ~~which~~all ~~could~~and, ~~result~~even inif athey ~~lack~~do, ofany increases in revenues may not offset the expenses incurred. If we fail to successfully promote and amaintain ~~possible~~our ~~cessation~~brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

~~Our~~We ~~sole~~operate ~~officer~~in ~~and director has no experience managing~~ a ~~public~~highly ~~company~~competitive ~~which~~industry ~~is required to establish~~ and ~~maintain~~may ~~disclosure~~face ~~control~~increased ~~and procedures and internal control over financial reporting~~competition.

We ~~have~~operate ~~never~~in ~~operated~~the asrenewable aenergy ~~public~~industry ~~company.~~and ~~Milena~~face ~~Topolac~~strong ~~Tomovic~~competition in terms of distribution, ~~our~~brand ~~sole~~recognition, ~~officer~~taste, quality, price, availability, and ~~director~~product ~~has~~positioning. noThe ~~experience~~market ~~managing~~is ahighly ~~public~~fragmented, ~~company~~and ~~which~~the isresources ~~required~~of our competitors may increase due to ~~establish~~mergers, consolidations or alliances, and ~~maintain~~we ~~disclosure~~may ~~controls~~face ~~and~~new ~~procedures~~competitors in the future. Our main competitors include approximately 20 competitors in Hong Kong, and ~~internal~~we ~~control~~expect ~~over~~more ~~financial~~competitors ~~reporting~~in the future, some of which we expect will be supported by government subsidies. AsIn aaddition, ~~result~~as we seek to expand our market share and to penetrate into new markets, we may ~~not~~have bedifficulty ~~able~~competing. From time to ~~operate~~time ~~successfully~~in asresponse ato ~~public~~competitive ~~company~~and customer pressures or to maintain market share, ~~even~~we ifmay be forced to reduce our ~~operations~~selling ~~are~~prices ~~successful~~or increase or reallocate spending on marketing, advertising, or promotions in order to compete. WeThese ~~plan~~types of actions could decrease our profit margins. Such pressures may also restrict our ability to ~~comply~~increase ~~with~~our ~~all~~selling prices in response to raw material and other cost increases. In light of the ~~various~~strong ~~rules~~competition ~~and~~that ~~regulations~~we currently face, and which ~~are~~may ~~required~~intensify ~~for~~in athe ~~public~~future, ~~company~~there can be no assurance that iswe ~~reporting~~will ~~company~~be ~~with~~able to increase the ~~Securities~~sales ~~and~~of ~~Exchange~~our ~~Commission.~~products ~~However~~or even maintain our past levels of sales, ifor that our profit margins will not be reduced. If we ~~cannot~~are ~~operate~~unable ~~successfully~~to asincrease aour ~~public~~product ~~company~~sales or to maintain our past levels of sales and profit margins, ~~your~~our ~~investment~~business, financial condition, results of operations and prospects may be materially and adversely affected.

912 |Table of Contents

WeIf ~~are~~demand anfor ~~“emerging~~solar ~~growth~~energy ~~company”~~projects ~~under~~does ~~the~~not ~~jobs~~continue ~~act,~~to ~~and~~grow weor ~~cannot~~grows beat ~~certain~~a ifslower ~~the~~rate ~~reduced~~than ~~disclosure~~we ~~requirements~~anticipate, ~~applicable~~our tobusiness ~~emerging growth companies~~ will ~~make our common stock less attractive to investors~~suffer.

WeOur ~~qualify~~future assuccess andepends ~~“emerging~~on ~~growth~~continued ~~company”~~demand ~~under~~for solar energy solutions and the ~~JOBS~~ability ~~Act~~of solar equipment vendors to meet this demand. AsThe asolar ~~result,~~industry weis ~~are~~an ~~permitted~~evolving ~~to,~~industry ~~and~~that ~~intend~~has toexperienced substantial changes in recent years, ~~rely~~and onwe ~~exemptions~~cannot ~~from~~be certain ~~disclosure~~that ~~requirements.~~consumers ~~For~~and sobusinesses ~~long~~will asadopt wesolar ~~are~~energy as an ~~emerging~~alternative ~~growth~~energy ~~company~~source at levels sufficient to grow our business. If demand for solar energy fails to develop sufficiently, wedemand for our products will ~~not~~decrease, bewhich ~~required~~would have an adverse impact on our ability to: increase our revenue and grow our business.

-The interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.

~~have~~We anpurchase ~~auditor~~most ~~report~~of onour components and materials from China through arrangements with various vendors. Political, social or economic instability in these regions, or in other regions where our ~~internal~~products ~~controls~~are ~~over~~made, ~~financial~~could ~~reporting~~cause ~~pursuant~~disruptions in trade, including exports to ~~Section~~Hong ~~404(b)~~Kong. ofOther ~~the~~events ~~Sarbanes-Oxley~~that ~~Act;~~could also cause disruptions to our supply chain, no matter from where we obtain components and materials, include:

-• the imposition of additional trade law provisions or regulations; • quotas imposed by bilateral trade agreements; • foreign currency fluctuations; • natural disasters; • public health issues and epidemic diseases, their effects (including any disruptions they may cause) or the perception of their effects, such as the ongoing novel coronavirus outbreak; • theft; • restrictions on the transfer of funds; • the financial instability or bankruptcy of vendors; and • significant labor disputes, such as dock strikes.

~~provide~~We ancannot ~~auditor~~predict ~~attestation~~whether ~~with~~the ~~respect~~countries in which our components and materials are sourced, or may be sourced in the future, will be subject to ~~management’s~~new ~~report~~or onadditional trade restrictions imposed by non-Hong Kong governments, including the ~~effectiveness~~likelihood, type or effect of ~~our~~any ~~internal~~such ~~controls~~restrictions. ~~over~~Trade restrictions, including new or increased tariffs or quotas, border taxes, embargoes, safeguards and customs restrictions against certain components and materials, as well as labor strikes and work stoppages or boycotts, could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial ~~reporting;~~condition or results of operations.

-The loss of the services of Hak Yiu Ng, our sole director and officer, and majority shareholder, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services.

~~comply~~We ~~with~~are ~~any~~highly ~~requirement~~dependent ~~that~~on ~~may~~Hak beYiu ~~adopted~~Ng, bywho ~~the~~is ~~Public~~our ~~Company~~sole ~~Accounting~~director ~~Oversight~~and ~~Board~~officer, ~~regarding~~and ~~mandatory~~beneficially ~~audit~~owns ~~firm~~approximately ~~rotation~~77.6% orof aour ~~supplement~~issued and outstanding shares of common stock. The development of our business will continue to ~~the~~place ~~auditor’s~~a ~~report~~significant ~~providing~~strain ~~additional~~on ~~information~~our ~~about~~limited personnel, management, and other resources. Our future success depends upon the ~~audit~~continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the ~~financial~~skills ~~statements~~required (ito execute our business objectives.e The loss of the services of Mr. Ng or our failure to timely identify and retain competent personnel would negatively impact our ability to develop our business and license our brand, anwhich ~~auditor~~could ~~discussion~~adversely affect our financial results and ~~analysis);~~impair our growth.

-Our failure to protect our intellectual property and proprietary technology may significantly impair our competitive advantage.

~~submit~~Our ~~certain~~success ~~executive~~and ~~compensation~~ability ~~matters~~to compete depends in large part upon protecting our proprietary technology. We rely on a combination of patent, trademark and trade secret protection, nondisclosure and nonuse agreements to ~~shareholder~~protect ~~advisory~~our ~~votes~~proprietary rights. The steps we have taken may not be sufficient to prevent the misappropriation of our intellectual property, ~~such~~particularly in foreign countries where the laws may not protect our proprietary rights as ~~“say-on-pay”~~fully as in the United States. The patent and ~~“say-on-frequency;”~~trademark law and trade secret protection may not be adequate to deter third party infringement or misappropriation of our patents, trademarks and similar proprietary rights.

-13 Table of Contents

~~disclose~~We ~~certain~~may ~~executive~~in ~~compensation~~the ~~related~~future ~~items~~initiate ~~such~~claims asor ~~the~~litigation ~~correlation~~against ~~between~~third ~~executive~~parties ~~compensation~~for ~~and~~infringement ~~performance~~of our proprietary rights in order to determine the scope and ~~comparisons~~validity of ~~the~~our ~~Chief~~proprietary ~~Executive’s~~rights ~~compensation~~or tothe ~~median~~proprietary ~~employee~~rights ~~compensation~~of our competitors. These claims could result in costly litigation and the diversion of our technical and management personnel.

InWe ~~addition,~~may ~~Section~~face ~~107~~costly ofintellectual ~~the~~property ~~JOBS~~infringement Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other wordsclaims, ~~an emerging growth company can delay~~ the ~~adoption~~result of ~~certain~~which ~~accounting standards until those standards~~ would ~~otherwise~~decrease ~~apply to private companies. We have elected to take advantage of~~ the ~~benefits~~amount of ~~this~~cash ~~extended~~we ~~transition~~would ~~period.~~anticipate ~~Our financial statements may therefore not be comparable~~ to ~~those~~operate ofand ~~companies~~complete ~~that~~our ~~comply~~business ~~with such new or revised accounting standards~~plan.

We anticipate that from time to time we will ~~remain~~receive ancommunications ~~“emerging~~from ~~growth~~third ~~company”~~parties ~~for~~asserting upthat towe ~~five~~are ~~years~~infringing certain copyright, ortrademark ~~until~~and ~~the~~other ~~earliest~~intellectual property rights of ~~(i)~~others ~~the~~or ~~last~~seeking ~~day~~indemnification against alleged infringement. If anticipated claims arise, we will evaluate their merits. Any claims of ~~the~~infringement ~~first~~brought ~~fiscal~~of ~~year~~third inparties ~~which~~could ~~our~~result ~~total~~in ~~annual~~protracted ~~gross~~and ~~revenues~~costly islitigation, $1damages ~~billion~~for infringement, ~~(ii)~~and the ~~date~~necessity ~~that~~of weobtaining ~~become~~ a ~~“large~~license ~~accelerated~~relating ~~filer”~~to asone ~~defined~~or inmore ~~Rule~~of ~~12b-2~~our ~~under~~products ~~the~~or ~~Securities~~current ~~Exchange~~or ~~Act~~future oftechnologies, ~~1934~~which may not be available on commercially reasonable terms or at all. Litigation, which ~~would~~could ~~occur~~result ifin ~~the~~substantial ~~market~~cost ~~value~~to us and diversion of our ~~ordinary~~resources, ~~shares~~may ~~that~~be isnecessary ~~held~~to byenforce ~~non-affiliates~~our ispatents ~~$700~~or ~~million~~other asintellectual ofproperty ~~the~~rights ~~last~~or ~~business~~to ~~day~~defend us against claimed infringement of ~~our~~the ~~most~~rights ~~recently~~of ~~completed~~others. ~~second~~Any ~~fiscal~~intellectual ~~quarter~~property orlitigation ~~(iii)~~and the ~~date~~failure onto ~~which~~obtain wenecessary ~~have~~licenses ~~issued~~or ~~more~~other ~~than~~rights $1could ~~billion~~have ina ~~non-convertible~~material ~~debt~~adverse ~~during~~effect ~~the~~on ~~preceding~~our ~~three~~business, ~~year~~financial ~~period~~condition and results of operations.

~~Until~~We ~~such~~incur ~~time,~~costs ~~however,~~associated wewith ~~cannot~~SEC ~~predict~~reporting ~~if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result~~compliance, ~~there~~which may besignificantly aaffect ~~less active trading market for~~ our ~~common~~financial ~~stock and our stock price may be more volatile~~condition.

~~Risks~~The ~~associated~~Company made the decision to become an SEC “reporting company” in order to comply with ~~this~~applicable ~~offering~~laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $50,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

~~Because~~We ~~the~~may ~~offering~~be ~~price~~required ~~has~~to ~~been~~incur ~~arbitrarily~~significant ~~set~~costs byand require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the ~~company~~Sarbanes-Oxley Act, ~~you~~and ~~may~~any ~~not~~failure ~~realize~~to acomply ~~return~~or onany ~~your~~adverse ~~investment~~result ~~upon~~from ~~resale~~such ofevaluation ~~your~~may ~~shares~~have an adverse effect on our stock price.

~~The~~As ~~offering~~a ~~price~~smaller ~~and~~reporting ~~other~~company ~~terms~~as ~~and~~defined ~~conditions~~in ~~relative~~Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the ~~Company~~Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. This report must include management’s ~~shares~~assessment ~~have~~of ~~been~~the ~~arbitrarily~~effectiveness ~~determined~~of byour usinternal ~~and~~control doover ~~not~~financial ~~bear~~reporting ~~any~~as ~~relationship~~of tothe ~~assets,~~end ~~earnings,~~of ~~book~~the ~~value~~fiscal oryear. This report must also include disclosure of any ~~other~~material ~~objective~~weaknesses in internal control over financial ~~criteria~~reporting that we have identified. ~~Additionally,~~Failure asto ~~the~~comply, ~~Company~~or ~~was~~any ~~formed~~adverse onresults ~~July~~from 5,such ~~2016,~~evaluation ~~and~~could ~~has~~result ~~only~~in a ~~limited~~loss ~~operating~~of ~~history~~investor ~~with~~confidence noin ~~earnings,~~our financial reports and have an adverse effect on the trading price of ~~the~~our ~~offered~~equity ~~shares~~securities. isAchieving ~~not~~continued ~~based~~compliance onwith ~~its~~Section ~~past~~404 ~~earnings,~~may require us to incur significant costs and noexpend ~~investment~~significant ~~banker,~~time ~~appraiser,~~and management resources. No assurance can be given that we will be able to fully comply with Section 404 or ~~other~~that we and our independent ~~third~~registered ~~party~~public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, ~~has~~investors ~~been~~could ~~consulted~~lose ~~concerning~~confidence ~~the~~in ~~offering~~our ~~price~~reported ~~for~~financial ~~the~~information, ~~shares~~which orcould ~~the~~have ~~fairness~~an ofadverse effect on the ~~offering~~trading price ~~used~~of ~~for~~our ~~the shares~~securities, as ~~such~~well as subject us to civil or criminal investigations and penalties. In addition, our ~~stockholders~~independent registered public accounting firm may not beagree ~~able~~with toour ~~receive~~management’s aassessment ~~return~~or onconclude ~~their~~that ~~investment~~our ~~when~~internal ~~they~~control ~~sell~~over ~~their~~financial ~~shares~~reporting ofis ~~common~~operating ~~stock~~effectively.

We may not be able to meet the internal control reporting requirements imposed by the SEC resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. Although the Dodd-Frank Wall Street Reform and Consumer Protection Act exempts companies with a public float of less than $250 million from the requirement that our independent registered public accounting firm attest to our financial controls, this exemption does not affect the requirement that we include a report of management on our internal control over financial reporting and does not affect the requirement to include the independent registered public accounting firm’s attestation if our public float exceeds $250 million.

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While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. Regardless of whether we are required to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, if we are unable to do so, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market for and the market price of our common stock and our ability to secure additional financing as needed.

We face risks related to the Novel Coronavirus (COVID-19) which could significantly disrupt our research and development, operations, sales, and financial results.

Our business will be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the Novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities. Our third-party vendors, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our third-party vendors and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations and customer relationships. In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and services and impact our operating results. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services in a timely manner or meet required milestones or customer commitments.

It will be extremely difficult to acquire jurisdiction of and enforce liabilities against our officers, directors and assets outside the United States.

Substantially all of our assets are currently located outside of the United States. Additionally, our sole director and officer resides outside of the United States, in Hong Kong. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised Hong Kong and the PRC do not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, there are no extradition treaties now in effect between the United States and, on the other hand, Hong Kong and China, which would permit effective enforcement of criminal penalties of the Federal securities laws.

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RISKS ASSOCIATED WITH OUR SECURITIES

Our shares of common stock presently has a limited trading market, with no substantive daily trading volume, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares of common stock either now or in the future.

Although our common stock is quoted on the OTC Markets, our shares of common stock trade only nominally and the price of our common stock, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

If a more active market should develop, the price of our shares of common stock may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in our securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

We expect to experience volatility in our stock price, which could negatively affect stockholders’ investments.

Although our common stock is quoted on the OTCQB under the symbol “FLDI”, there is a limited public market for our common stock. No assurance can be given that an active market will develop or that a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all. Many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Due to the volatility of our common stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources.

Stockholders should also be aware that, according to SEC Release No. 34-29093, the market for “penny stock”, such as our common stock, has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

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Because there is no escrow, trust or similar account, the offering proceeds could be seized by creditors or by a trustee in bankruptcy, in which case investors would lose their entire investment.

Any funds that we raise from our offering of 5,000,000 shares of common stock will be immediately available for our use and will not be returned to investors. We do not have any arrangements to place the funds received from our offering of 5,000,000 shares of common stock in an escrow, trust or similar account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscription funds. As such, it is possible that a creditor could attach your subscription funds which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares;. weWe intend to sell our shares through our ~~President~~Hak Yiu Ng, our Chief Executive Officer and sole director, who will receive noany ~~commissions~~commission. ~~There~~He will offer the shares to friends, family members, and business associates, however, there is no guarantee that ~~she~~he will be able to sell any of the shares. Unless ~~she~~he is successful in ~~receiving~~selling all of the ~~proceeds~~shares inand ~~the~~we ~~amount~~receive ofthe ~~$90,000~~proceeds from this offering, we may have to seek alternative financing to implement our business plan.

1017 |Table of Contents

~~The~~If ~~regulation~~we ofissue ~~penny~~additional ~~stocks~~shares byin the ~~SEC~~future, ~~and~~whether ~~FINRA~~in ~~may~~connection ~~discourage~~with a financing or in exchange for services or rights, it will result in the ~~tradability~~dilution of ~~the~~our ~~Company's~~existing ~~securities~~stockholders.

~~The~~Our ~~shares~~articles ~~being~~of ~~offered~~incorporation ~~are~~authorize ~~defined~~the asissuance aof ~~penny~~up ~~stock~~to ~~under~~75,000,000 ~~the~~shares ~~Securities~~of ~~and~~common ~~Exchange~~stock ~~Act~~with ofa ~~1934,~~par asvalue ~~amended~~of ~~(the~~$0.001 ~~“Exchange~~per ~~Act”),~~share. ~~and~~As ~~rules~~ of the ~~Commission.~~date ~~The~~of ~~Exchange~~this ~~Act~~Prospectus, ~~and~~the ~~such~~Company ~~penny~~had ~~stock~~9,800,000 ~~rules~~shares ~~generally~~of ~~impose~~common ~~additional~~stock ~~sales~~issued ~~practice~~ and ~~disclosure~~outstanding. ~~requirements~~Accordingly, onwe ~~broker-dealers~~may ~~who~~issue ~~sell~~up ~~our securities~~ to ~~persons~~an ~~other~~additional ~~than~~65,200,000 ~~certain~~shares ~~accredited~~of ~~investors~~common ~~who~~stock. ~~are,~~Our ~~generally,~~Board ~~institutions~~of ~~with~~Directors ~~assets~~may inchoose ~~excess~~to ofissue ~~$5,000,000~~some or ~~individuals~~all ~~with~~of ~~net~~such ~~worth~~shares into ~~excess~~acquire ofone ~~$1,000,000~~ or ~~annual~~more ~~income~~companies ~~exceeding~~or ~~$200~~properties,~~000~~ ~~($300,000~~to ~~jointly~~fund ~~with~~our ~~spouse),~~overhead orand general operating requirements and in ~~transactions~~exchange ~~not~~for ~~recommended~~services byrendered to the ~~broker-dealer~~Company. ~~For~~Such ~~transactions~~issuances ~~covered~~may bynot require the ~~penny~~approval ~~stock~~of ~~rules,~~our astockholders. ~~broker~~We ~~dealer~~have ~~must~~previously ~~make~~issued ~~certain~~shares ~~mandated~~of ~~disclosures~~our common stock in ~~penny~~exchange ~~stock~~for ~~transactions,~~services ~~including~~provided to the ~~actual~~Company ~~sale~~and orfor ~~purchase~~certain ~~price~~rights, ~~and~~including ~~actual~~as ~~bid~~consideration ~~and~~for ~~offer~~intellectual ~~quotations,~~property ~~the~~rights. ~~compensation~~Any tofuture beissuances ~~received~~may byreduce the ~~broker-dealer~~book ~~and~~value ~~certain~~per ~~associated~~share ~~persons,~~ and ~~deliver~~may ~~certain~~contribute ~~disclosures~~to ~~required~~a byreduction in the ~~Commission.~~market ~~Consequently,~~price of the ~~penny~~outstanding ~~stock~~shares ~~rules~~of ~~may~~our ~~make~~common itstock. ~~difficult~~If ~~for~~we ~~you~~issue toany ~~resell~~such ~~any~~additional shares ~~you~~in ~~may~~the ~~purchase~~future, ifsuch atissuance will reduce the proportionate ownership and voting power of all current stockholders.

~~Our~~As ~~president,~~an ~~Ms.~~emerging ~~Topolac~~growth ~~Tomovic~~company ~~does~~within ~~not~~the ~~have~~meaning ~~any~~of ~~prior~~the ~~experience~~Securities ~~offering and selling securities~~Act, ~~and~~we ~~our~~may ~~offering~~utilize ~~does~~certain ~~not~~modified ~~require~~disclosure arequirements, ~~mimimum~~and ~~amount to be raised. As a result of this~~ we ~~may~~cannot ~~not~~ be ~~able~~certain toif ~~raise~~these ~~enough~~reduced ~~funds~~requirements towill ~~commence~~make ~~and sustain~~ our ~~business~~common ~~and~~stock ~~investors~~less ~~may~~attractive ~~lose~~to ~~their entire investment~~investors.

~~Ms.~~We ~~Topolac~~are ~~Tomovic~~an ~~does~~emerging ~~not~~growth ~~have~~company, ~~any~~and, ~~experience~~for ~~conducting~~as along ~~securities~~as ~~offering.~~we ~~Consequently~~continue to be an emerging growth company, we may ~~not~~choose beto ~~able~~take toadvantage ~~raise~~of ~~any~~exemptions ~~funds~~from ~~successfully.~~various ~~Also,~~reporting ~~the~~requirements ~~best~~applicable ~~effort~~to ~~offering~~other ~~does~~public companies but not ~~require~~to a“emerging ~~minimum~~growth ~~amount~~companies,” including not being required to behave ~~raised.~~our Ifindependent weregistered ~~are~~public ~~not~~accounting ~~able~~firm toaudit ~~raise~~our ~~sufficient~~internal ~~funds~~control over financial reporting under Section 404 of the Sarbanes-Oxley Act, wereduced ~~may~~disclosure ~~not~~obligations beregarding ~~able~~executive tocompensation ~~fund~~in our ~~operations~~periodic asreports ~~planned~~and proxy statements, and ~~our~~exemptions ~~business~~from ~~will~~the ~~suffer~~requirements of holding a nonbinding advisory vote on executive compensation and ~~your~~stockholder ~~investment~~approval ~~may~~of beany ~~materially~~golden ~~adversely~~parachute ~~affected~~compensation not previously approved. ~~Our~~We ~~inability~~have in this prospectus utilized, and we may in future filings with the SEC continue to ~~successfully~~utilize, ~~conduct~~the modified disclosure requirements available to emerging growth companies. As a ~~best-effort~~result, ~~offering~~our ~~could~~stockholders bemay ~~the~~not ~~basis~~have ofaccess ~~your~~to ~~losing~~certain ~~your~~information ~~entire~~they ~~investment~~may indeem usimportant.

~~Due~~In toaddition, ~~the~~Section ~~lack~~107 of the JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) ~~trading~~of ~~market~~the Securities Act for ~~our~~complying ~~securities~~with new or revised accounting standards. Thus, ~~you~~an ~~may~~emerging ~~have~~growth ~~difficulty~~company ~~selling~~can ~~any~~delay ~~shares~~the ~~you~~adoption ~~purchase~~of incertain accounting standards until those standards would otherwise apply to private companies. We have elected to not “opt out” of this ~~offering~~exemption from complying with new or revised accounting standards, and, therefore, we are permitted to adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and are permitted to do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We ~~are~~could ~~not~~remain ~~registered~~an onemerging ~~any~~growth ~~market~~company oruntil ~~public stock exchange. There is presently no demand for our common stock and no public market exists for~~ the ~~shares~~earliest ~~being offered in this prospectus. We plan~~ to ~~contact~~occur ~~a market maker immediately following the completion~~ of ~~the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board~~ (~~“OTCBB”~~i). ~~The~~the ~~OTCBB is a regulated quotation service that displays real-time quotes,~~ last ~~sale~~day ~~prices~~of ~~and~~the ~~volume~~fiscal ~~information~~year induring ~~over-the-counter~~which ~~securities.~~we ~~The~~had ~~OTCBB~~total isannual ~~not~~gross anrevenues ~~issuer~~of ~~listing~~at ~~service,~~least ~~market or exchange~~$1.07 ~~Although~~billion ~~the~~(as ~~OTCBB~~indexed ~~does~~for ~~not have any listing requirements~~inflation), to(ii) ~~be eligible for quotation on~~ the ~~OTCBB,~~last ~~issuers~~day ~~must~~of ~~remain current in their filings with~~ the ~~SEC~~fiscal oryear ~~applicable~~following ~~regulatory authority. If we are not able to pay~~ the ~~expenses~~fifth ~~associated~~anniversary ~~with~~of ~~our reporting obligations we will not be able to apply for quotation on~~ the ~~OTC~~date ~~Bulletin Board. Market makers are not permitted to begin quotation~~ of ~~a security whose issuer does not meet this filing requirement. Securities already quoted on~~ the ~~OTCBB~~first ~~that~~sale ~~become~~of ~~delinquent~~common in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock, ~~listed~~(iii) ~~and quoted for sale. As of~~ the date ofon ~~this~~which ~~filing,~~we ~~there~~ have ~~been no discussions or understandings between Folkup Development Inc. and anyone acting on our behalf~~, ~~with~~during ~~any~~the ~~market~~previous ~~maker~~three-year ~~regarding participation in a future trading market for our securities. If no market is ever developed for our common stock~~period, itissued ~~will~~more bethan ~~difficult~~$1 ~~for~~billion ~~you to sell any shares you purchase~~ in ~~this~~non-convertible ~~offering. In such a case~~debt, ~~you may find that you are unable to achieve any benefit from your investment~~ or ~~liquidate~~(iv) ~~your~~the ~~shares~~date ~~without~~on ~~considerable~~which ~~delay, if at all. In addition, if~~ we ~~fail~~are deemed to ~~have~~be ~~our common stock quoted on~~ a ~~public~~“large ~~trading~~accelerated ~~market~~filer,” ~~your~~as ~~common~~defined ~~stock~~under ~~will~~the ~~not~~Exchange ~~have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment~~Act.

WeState ~~will~~securities ~~incur~~laws ~~ongoing~~may ~~costs~~limit ~~and~~secondary ~~expenses~~trading, ~~for~~which ~~sec reporting and compliance. Without revenue we~~ may ~~not~~restrict bethe ~~able~~states ~~to remain~~ in ~~compliance,~~which ~~making~~and itconditions ~~difficult~~under ~~for~~which ~~investors~~you tocan sell ~~their~~the shares, ifoffered atby ~~all~~this prospectus.

~~The~~Secondary ~~estimated~~trading ~~cost~~in ofcommon ~~this~~stock ~~registration~~sold ~~statement~~in isthis ~~$8,000~~offering ~~which~~ will not be ~~paid~~possible ~~from~~in ~~offering~~any ~~proceeds.~~state Ifuntil the ~~offering~~common ~~proceeds~~stock ~~are~~is ~~less~~qualified ~~than~~for ~~registration~~sale ~~cost,~~under wethe ~~will~~applicable ~~have~~securities tolaws ~~utilize~~of ~~funds~~the ~~from~~state ~~Milena~~or ~~Topolac~~there ~~Tomovic,~~is ~~our~~confirmation ~~sole~~that ~~officer~~an ~~and director~~exemption, ~~who~~such ~~has~~as ~~verbally~~listing ~~agreed~~in tocertain ~~loan~~recognized ~~the~~securities ~~Company~~manuals, ~~funds~~is toavailable ~~complete the registration process. Ms. Topolac Tomovic’s verbal agreement to provide us loans~~ for ~~registration~~secondary ~~costs~~trading isin ~~non-~~the ~~binding and discretionary~~state. ~~After~~If ~~the effective date of this prospectus,~~ we ~~will~~fail ~~be required~~ to ~~file~~register ~~annual,~~or ~~quarterly and current reports~~qualify, or ~~other~~to ~~information~~obtain ~~with~~or ~~the~~verify ~~SEC~~an asexemption ~~provided~~for by the ~~Securities~~secondary ~~Exchange~~trading ~~Act. We will voluntarily continue reporting in the absence~~ of, ~~an SEC reporting obligation. We plan to contact a market maker immediately following~~ the ~~close~~common ofstock ~~the~~in ~~offering~~any ~~and~~particular ~~apply~~state, ~~to have~~ the ~~shares~~common ~~quoted~~stock oncould ~~the~~not ~~OTC Electronic Bulletin Board. To~~ be ~~eligible~~offered ~~for~~or ~~quotation,~~sold ~~issuers must remain current in their filings with the SEC. In order for us~~ to, ~~remain~~or inpurchased ~~compliance we will require future revenues to cover the cost of these filings~~by, ~~which could comprise~~ a ~~substantial~~resident ~~portion~~ of ~~our~~that ~~available cash resources~~state. ~~The~~In ~~costs~~the ~~associated~~event ~~with~~that ~~being~~ a ~~publicly~~significant ~~traded~~number ~~company~~of instates ~~the~~refuse ~~next 12 month will be approximately $10,000. If we are unable~~ to ~~generate~~permit ~~sufficient~~secondary ~~revenues~~trading ~~to remain~~ in ~~compliance~~our itcommon ~~may~~stock, bethe ~~difficult~~liquidity for ~~you to resell any shares you may purchase, if at all. Also, if we are not able to pay~~ the ~~expenses~~common ~~associated~~stock ~~with~~could ~~our~~be ~~reporting~~significantly ~~obligations~~impacted wethus ~~will~~causing ~~not~~you ~~be able~~ to ~~apply~~realize ~~for~~a ~~quotation~~loss on ~~the~~your ~~OTC Bulletin Board~~investment.

11The |Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering,

~~The~~18 ~~Company's~~Table ~~investors may suffer future dilution due to issuances~~ of ~~shares for various considerations in the future.~~Contents

~~Our~~Anti-takeover ~~Articles~~effects of ~~Incorporation~~certain ~~authorizes~~provisions ~~the issuance~~ of ~~75,000,000~~Nevada ~~shares~~state oflaw ~~common~~hinder ~~stock,~~a ~~par~~potential ~~value~~takeover ~~$0.001 per share,~~ of ~~which 3,000,000 shares are currently issued and outstanding~~us. If we sell the 3,000,000 shares being offered in this offering, we would have 6,000,000 shares issued and outstanding. As discussed in the “Dilution” section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our existing shareholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

~~FORWARD~~Though ~~LOOKING~~not ~~STATEMENTS~~now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

~~This~~(i) ~~prospectus contains forward~~one-~~looking~~fifth ~~statements~~or ~~that~~more ~~involve~~but ~~risk~~less ~~and~~than ~~uncertainties. We use words such as “anticipate”~~one-third, ~~“believe”,~~(ii) ~~“plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward~~one-~~looking~~third ~~statements.~~or ~~Investors~~more ~~should~~but beless ~~aware~~than ~~that~~a ~~all~~majority, ~~forward-looking~~or ~~statements~~(iii) ~~contained~~a ~~within~~majority ~~this~~or ~~filing are good faith estimates of management as of the date of this filing~~more. ~~Our~~The ~~actual~~ability ~~results~~to ~~could~~exercise ~~differ~~such ~~materially~~voting ~~from~~power ~~those~~may ~~anticipated~~be indirect ~~these~~or ~~forward-looking statements for many reasons~~indirect, ~~including~~as ~~the~~well ~~risks faced by us~~ as ~~described~~individual inor ~~the “Risk Factors” section and elsewhere~~ in ~~this~~association ~~prospectus~~with others.

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

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USE OF PROCEEDS

Our public offering of 4,000,000 is being made on a self-underwritten ~~and “best-efforts”~~ basis: no minimum number of shares must be sold in order for the offering to proceed. The ~~offering~~net ~~price~~proceeds ~~per~~to ~~share~~us isfrom the sale of up to 4,000,000 shares offered at a public offering price of $03.~~03.~~00 ~~The~~per ~~following~~share ~~table~~will ~~sets~~vary ~~forth~~depending upon the ~~uses~~total number of ~~proceeds~~shares ~~assuming~~sold. Regardless of the ~~sale~~number of ~~50%~~shares sold, ~~75%~~we ~~and~~expect ~~100%,~~to ~~respectively,~~incur ofoffering ~~the~~expenses ~~securities~~estimated ~~offered~~at $25,565 for ~~sale~~accounting, byprinting ~~the~~and ~~Company.~~other ~~There~~costs isin noconnection ~~assurance~~with ~~that~~this weoffering ~~will~~(see ~~raise~~“Other ~~the~~Expenses ~~full~~of ~~$90,000~~Issuance asand ~~anticipated~~Distribution” ~~and~~in ~~there~~Part isII). noWe ~~guarantee~~will ~~that~~not wemaintain ~~will~~an ~~receive~~escrow ~~any~~account for the receipt of proceeds from the ~~offering.~~sale of our shares.

Description	If 50% shares sold	If 75% shares sold	If 100% shares sold
	Fees	Fees	Fees
Gross proceeds	45,000	67,500	90,000
Offering expenses	8,000	8,000	8,000
Net proceeds	37,000	59,500	82,000
SEC reporting and compliance	10,000	10,000	10,000
Equipment	4,000	7,000	9,000
Website Development	3,000	4,500	5,000
Marketing	15,000	28,000	43,000
Staff Recruiting	5,000	10,000	15,000

The following table sets forth the uses of proceeds from the primary offering would be used assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $15,000,000 as anticipated.

12 |

	25% of		50% of		75% of		100% of
	shares sold		shares sold		shares sold		shares sold

Gross Proceeds from this Offering (1):	$	3,750,000	$	7,500,000	$	11,250,000	$	15,000,000

Offering expenses		25,565		25,565		25,565		25,565

Solar Power equipment manufacturing and installation costs for 40 megawatt power plant		-		4,750,000		4,750,000		4,750,000
Hydroponic farming equipment manufacturing and installation for hydroponic farm		3,500,000		2,400,000		4,750,000		4,750,000
Acquisitions of existing complementary businesses		-		-		1,250,000		4,750,500
Professional fees		200,000		265,000		300,000		350,000
Contingency		49,435		59,435		174,435		374,435
Totals	$	3,750,000	$	7,500,000	$	11,250,000	$	15,000,000

The above figures represent only estimated costs. The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration costs, Milena Topolac Tomovic, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Ms. Topolac Tomovic’s verbal agreement to provide us loans for registration costs is non-binding and discretionary. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Ms. Topolac Tomovic will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Topolac Tomovic. Ms. Topolac Tomovic will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.__________

~~DETERMINATION~~(1) OFExpenditures ~~OFFERING~~for ~~PRICE~~the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

The ~~offering~~above ~~price~~figures represent only estimated costs. All proceeds will be deposited into our corporate bank account. Any funds that we raise from our offering of ~~the~~5,000,000 shares ~~has~~will ~~been~~be ~~determined~~deposited ~~arbitrarily~~in bya ~~us.~~Company ~~The~~bank ~~price~~account ~~does~~in the United States immediately available for our use and will not ~~bear~~be returned to investors. We do not have any ~~relationship~~arrangements to place the funds received from our ~~assets,~~offering ~~book~~of ~~value~~$15,000,000 ~~earnings~~in an escrow, trust or ~~other~~similar ~~established~~account. ~~criteria~~Accordingly, ~~for~~if ~~valuing~~we afile ~~privately~~for ~~held~~bankruptcy ~~company. In~~protection ~~determining~~or ~~the~~a ~~number~~petition offor ~~shares~~involuntary tobankruptcy beis ~~offered~~filed ~~and~~by ~~the~~creditors ~~offering~~against ~~price~~us, weyour ~~took~~funds ~~into~~will ~~consideration~~become ~~our~~part ~~cash~~of onthe ~~hand~~bankruptcy estate and administered according to the ~~amount~~bankruptcy oflaws. ~~money~~If wea ~~would~~creditor ~~need~~sues tous ~~implement~~and ~~our~~obtains ~~business~~a ~~plan.~~judgment ~~Accordingly~~against us, the ~~offering~~creditor ~~price~~could ~~should~~garnish ~~not~~the bebank ~~considered~~account anand ~~indication~~take possession of the ~~actual~~subscriptions. ~~value~~As ofsuch, it is possible that a creditor could attach your subscription which could preclude or delay the ~~securities~~return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.

DETERMINATION OF THE OFFERING PRICE

The offering price of the 5,000,000 shares being offered has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

~~Dilution~~The ~~represents the difference between the Offering~~ price ~~and the net tangible book value per share immediately after completion~~ of ~~this~~our ~~Offering.~~offering ~~Net tangible book value is the amount that results from subtracting total liabilities and from total assets. Dilution arises mainly as a result of~~ our ~~arbitrary~~offering ~~determination~~ of ~~the~~5,000,000 ~~Offering price of the~~ shares ~~being offered. Dilution of the value of the shares you purchase~~ is ~~also~~fixed aat ~~result~~$3.00 ofper ~~the lower book value of the shares held by our existing stockholder~~share.

~~The~~Dilution ~~historical~~represents ~~net~~the ~~tangible~~difference ~~book~~between ~~value~~the asoffering ofprice ~~November~~and ~~30,~~the ~~2016 was $2,158 or approximately $0.0007 per share. Historical~~ net tangible book value per share ofimmediately ~~common~~after ~~stock~~completion isof ~~equal~~this tooffering. ~~our~~Net ~~total~~ tangible ~~assets~~book ~~less~~value ~~total~~is ~~liabilities, divided by~~ the ~~number~~amount ofthat ~~shares~~results offrom ~~common~~subtracting ~~stock~~total ~~outstanding~~liabilities asand ofintangible ~~November~~assets ~~30,~~from ~~2016~~total assets. ~~The~~Dilution ~~following~~arises ~~table~~mainly ~~sets~~as ~~forth~~a asresult of ~~November~~our ~~30,~~arbitrary ~~2016,~~determination of the ~~number~~offering ofprice ~~shares~~ of ~~common~~the ~~stock~~shares ~~purchased~~being ~~from~~offered. usDilution ~~and~~of the ~~total~~value ~~consideration~~of ~~paid~~the byshares ~~our~~you ~~existing~~purchase ~~stockholders~~is ~~and~~also bya ~~new~~result ~~investors~~of inthe ~~this~~lower ~~offering~~book ifvalue ~~new investors purchase 50%, 75% or 100%~~ of the ~~offering,~~shares ~~after~~held ~~deduction~~by ofour ~~offering~~existing ~~expenses~~stockholders. ~~payable~~The byfollowing ~~us,~~tables ~~assuming~~compare athe ~~purchase~~differences ~~price~~of inyour ~~this~~investment ~~offering~~in ofour ~~$0.03~~shares ~~per~~with ~~share~~the investment of ~~common~~our ~~stock~~existing stockholders.

Percent of Shares Sold from Maximum Offering Available	50%	75%	100%
Offering price per share	0.03	0.03	0.03
Post offering net tangible book value	39,158	61,658	84,158
Post offering net tangible book value per share	0.0087	0.0117	0.0140
Pre-offering net tangible book value per share	0.0007	0.0007	0.0007
Increase (Decrease) in net tangible book value per share after offering	0.0080	0.0110	0.0133
Dilution per share	0.0213	0.0183	0.0160
% dilution	71%	61%	53%
Capital contribution by purchasers of shares	45,000	67,500	90,000
Capital Contribution by existing stockholders	3,000	3,000	3,000
Percentage capital contributions by purchasers of shares	93.75%	95.74%	96.77%
Percentage capital contributions by existing stockholders	6.25%	4.26%	3.23%
Gross offering proceeds	45,000	67,500	90,000
Anticipated net offering proceeds	37,000	59,500	82,000
Number of shares after offering held by public investors	1,500,000	2,250,000	3,000,000
Total shares issued and outstanding	4,500,000	5,250,000	6,000,000
Purchasers of shares percentage of ownership after offering	33.33%	42.86%	50.00%
Existing stockholders percentage of ownership after offering	66.67%	57.14%	50.00%

As of December 31, 2020, the net tangible book value of our shares of common stock was $3,114,398 or $0.31 per share based upon 9,800,000 shares outstanding.

13Existing |Stockholders if all of the Shares are Sold

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Price per share	$	3.00
Net tangible book value per share before offering	$	0.31
Potential gain to existing shareholders	$	2.69
Potential gain to existing shareholders net of offering expenses	$	2.69
Net tangible book value per share after offering	$	1.23
Increase to present stockholders in net tangible book value per share after offering	$	0.92
Capital contributions	$	90,000.00
Number of shares outstanding before the offering		9,800,000
Number of shares after offering held by existing stockholders		14,800,000
Percentage of ownership after offering		66.2	%

~~You~~20 ~~should~~Table ~~read the following discussion and analysis~~ of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.Contents

WePurchasers ~~qualify~~of asShares anin ~~“emerging~~this ~~growth~~Offering ~~company”~~if ~~under~~all ~~the~~Shares ~~JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:~~ Sold

• have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

Price per share	$	3.00
Book value per share after offering	$	1.23
Dilution per share	$	1.77
Capital contributions	$	15,000,000
Percentage of capital contributions		99.4	%
Number of shares after offering held by public investors		5,000,000
Percentage of ownership after offering		33.7	%

•Purchasers ~~provide~~of anShares ~~auditor~~in ~~attestation~~this ~~with~~Offering ~~respect~~if to75% ~~management’s report on the effectiveness~~ of ~~our~~Shares ~~internal controls over financial reporting;~~Sold

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

Price per share	$	3.00
Book value per share after offering	$	1.07
Dilution per share	$	1.93
Capital contributions	$	11,250,000
Percentage of capital contributions		77.1	%
Number of shares after offering held by public investors		3,750,000
Percentage of ownership after offering		27.6	%

•Purchasers ~~submit~~of ~~certain~~Shares ~~executive~~in ~~compensation~~this ~~matters~~Offering toif ~~shareholder~~50% ~~advisory~~of ~~votes,~~Shares ~~such as “say-on-pay” and “say-on-frequency;” and~~Sold

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

Price per share	$	3.00
Book value per share after offering	$	0.92
Dilution per share	$	2.08
Capital contributions	$	7,500,000
Percentage of capital contributions		69.2	%
Number of shares after offering held by public investors		2,500,000
Percentage of ownership after offering		18.7	%

InPurchasers ~~addition, Section 107~~ of ~~the~~Shares ~~JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided~~ in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this ~~extended~~Offering ~~transition~~if ~~period.~~25% ~~Our financial statements may therefore not be comparable to those~~ of ~~companies~~Shares ~~that comply with such new or revised accounting standards.~~ Sold

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Price per share	$	3.00
Book value per share after offering	$	0.64
Dilution per share	$	2.36
Capital contributions	$	3,350,000
Percentage of capital contributions		53.0	%
Number of shares after offering held by public investors		1,250,000
Percentage of ownership after offering		11.3	%

~~Our~~PLAN ~~cash~~OF balance was $3,053 as of November 30, 2016. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Milena Topolac Tomovic, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of November 30, 2016, Ms. Topolac Tomovic has advanced to us $895. Ms. Topolac Tomovic, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $37,000 of funding from this offering. Being a development stage company, we have very limited operating history and we do not currently have any arrangements for additional financing. Our principal executive offices are located at Mileve Maric Ajnstajn 72, Novi Beograd, Republic of Serbia 11070. Our phone number is (315) 359-5955.DISTRIBUTION

14Plan |of Distribution for the Company’s Public Offering of 5,000,000 Shares of Common Stock

We ~~are a development stage company and we~~ have ~~generated~~9,800,000 ~~sufficient~~common ~~revenue~~shares toof ~~date.~~common ~~Our~~stock ~~full~~issued ~~business~~and ~~plan~~outstanding ~~entails~~as ~~activities described in the Plan~~ of ~~Operation. Long term financing beyond~~ the ~~maximum~~date ~~aggregate amount~~ of this ~~offering may be required to expand our business~~prospectus. The ~~exact~~Company ~~amount~~is ofregistering ~~funding~~an ~~will~~additional ~~depend on the scale of our development and expansion. We currently have not planned our expansion~~5,000,000 ~~and~~shares ~~we have not decided yet on the scale~~ of ~~our~~its ~~development~~common ~~and~~stock ~~expansion~~for ~~and~~sale onat the ~~exact~~price ~~amount~~ of ~~funding~~$3.00 ~~needed~~per ~~for our long term financing~~share. IfThere weis dono ~~not~~arrangement ~~generate~~to ~~sufficient~~address ~~revenue,~~the wepossible ~~may~~effect ~~need a minimum~~ of ~~$10,000~~the ofoffering ~~additional~~on ~~funding at~~ the ~~end~~price of the ~~twelve month period described in our “Plan of Operation” below to maintain a reporting status~~stock.

ToIn ~~meet~~connection ~~our~~with ~~need~~the ~~for~~Company’s ~~cash~~selling weefforts ~~are~~in ~~attempting~~the tooffering, ~~raise~~Hak ~~money~~Yiu ~~from~~Ng ~~this~~will ~~offering.~~not Ifregister weas ~~are~~a ~~unable~~broker-dealer pursuant to ~~successfully~~Section ~~find~~15 ~~customers~~of the Exchange Act, webut ~~may~~rather ~~quickly~~will ~~use~~rely upupon the ~~proceeds~~“safe ~~from~~harbor” ~~this~~provisions ~~offering~~of ~~and~~SEC ~~will~~Rule ~~need~~3a4-1, topromulgated ~~find~~under ~~alternative~~the ~~sources.~~Securities AtExchange Act of 1934, as amended (the ~~present~~“Exchange ~~time~~Act”). Generally speaking, weRule ~~have~~3a4-1 ~~not~~provides ~~made~~an ~~any~~exemption ~~arrangements~~from tothe ~~raise~~broker-dealer ~~additional~~registration ~~cash,~~requirements ~~other~~of ~~than~~the ~~through~~Exchange ~~this~~Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Ng is subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act.

IfMr. weNg ~~need~~will ~~additional~~sell ~~cash~~the 5,000,000 shares of the Company’s common stock and ~~cannot~~intend ~~raise~~to itoffer the shares to friends, wefamily members and business acquaintances. Mr. Ng will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either ~~have~~directly toor ~~suspend~~indirectly ~~operations~~on ~~until~~transactions wein doour ~~raise~~securities. Mr. Ng is not, and has not been, within the ~~cash~~past 12 months, a broker or ~~cease~~dealer, ~~operations~~and ~~entirely~~Mr. ~~Even~~Ng ifis, weand ~~raise~~has ~~$90~~not been within the past 12 months,~~000~~ ~~from~~an ~~this~~associated person of a broker or dealer. Upon completion of the offering, weMr. ~~may~~Ng ~~need~~will ~~more~~continue ~~funds~~to ~~for~~primarily ~~ongoing~~perform ~~business~~substantial ~~operations~~duties ~~after~~for the ~~first~~Company ~~year,~~or ~~and~~on ~~would~~its ~~have~~behalf tootherwise ~~obtain~~than ~~additional~~in ~~funding~~connection with transactions in securities. Mr. Ng will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

~~PLAN~~21 OFTable ~~OPERATION~~of Contents

We ~~were~~will ~~incorporated~~receive inall proceeds from the ~~State~~sale of ~~Nevada~~the ~~on July 5~~4, ~~2016. We have never declared bankruptcy~~000,000 ~~have~~shares ~~never~~being ~~been in receivership, and have never been involved in any legal action or proceedings~~offered. ~~Since~~The ~~incorporation,~~price weper ~~have~~share ~~not~~is ~~made~~fixed ~~any~~at ~~significant purchase or sale of assets~~$3.00 Wefor are a development stage company that has not generated any revenue and just recently started our operations. If we are unable to successfully find clients who will use our service, we may quickly used up the ~~proceeds~~duration ~~from~~of this offering.

WeThe ~~aim~~Company’s toshares ~~deliver~~may ~~our~~be ~~services~~sold asto ~~follows,~~purchasers tofrom ~~lease~~time to ~~our~~time ~~customers~~directly ~~certain~~by ~~items~~and orsubject ~~means~~to ofthe ~~what~~discretion weof ~~refer~~the toCompany. asFurther, ~~eco-transport.~~the ~~These~~Company ~~items~~will ~~are~~not ~~commonly~~offer ~~known~~its ~~under~~shares ~~the~~for ~~names:~~sale athrough ~~segway~~underwriters, adealers, ~~gyro-scooter~~agents or aanyone ~~self-balanced~~who ~~two-wheeled~~may ~~scooter~~receive compensation in the form of underwriting discounts, aconcessions ~~self-balanced~~or ~~mono-wheeled~~commissions ~~scooter~~from ~~and~~the aCompany ~~two-wheeled~~and/or ~~hoverboard.~~the Wepurchasers ~~expect~~of ~~our~~the ~~services~~shares tofor bewhom ~~demanded~~they bymay ~~establishments~~act oras ~~enterprises~~agents. orThe ~~events,~~shares ~~for~~of ~~instance,~~common ~~conferences~~stock ~~held~~sold inby ~~large~~the ~~facilities,~~Company ormay ~~touristic~~be ~~agencies~~occasionally ~~and~~sold ~~other~~in ~~establishments~~one or ~~organizations~~more ~~that~~transactions; ~~face~~all ~~the~~shares ~~problem~~sold ofunder ~~covering~~this ~~large~~prospectus ~~distances~~will bybe ~~employees~~sold orat ~~visitors~~a fixed price of ~~theirs~~$3.00 per share.

WeIn ~~intend~~order to ~~spend~~comply ~~money~~with onthe ~~research~~applicable ~~and~~securities ~~development~~laws ~~when~~of ~~our~~certain ~~business~~states, ~~plan~~the issecurities ~~complete~~will inbe ~~order~~offered toor ~~develop~~sold ~~our~~in ~~business.~~those Weonly doif ~~not~~they ~~expect~~have tobeen ~~purchase~~registered or ~~sell~~qualified ~~plant~~for sale; an exemption from such registration or ~~significant~~if ~~equipment~~qualification requirement is available and with which the Company has complied. ~~Further~~In weaddition doand ~~not~~without ~~expect~~limiting ~~significant~~the ~~changes~~foregoing, inthe Company will be subject to applicable provisions, rules and regulations under the ~~number~~Exchange Act with regard to security transactions during the period of ~~employees.~~time when this Registration Statement is effective.

~~Our~~The ~~plan~~Company will pay all expenses incidental to the registration of ~~operations~~the isshares as(including ~~follows:~~registration pursuant to the securities laws of certain states).

~~Complete~~Penny ~~Our~~Stock ~~Public Offering~~Rules

WeThe ~~expect~~Securities toExchange ~~complete~~Commission ~~our~~has ~~public~~also ~~offering~~adopted ~~within~~rules ~~240~~that ~~days~~regulate ~~after~~broker-dealer ~~the~~practices ~~effectiveness~~in ofconnection ~~our~~with ~~registration~~transactions ~~statement~~in by“penny ~~the~~stocks” ~~Securities~~as ~~and~~such ~~Exchange~~term ~~Commissions.~~is Wedefined ~~intend~~by toRule ~~concentrate~~15g-9. ~~our~~Penny ~~efforts~~stocks onare ~~raising~~generally ~~capital~~equity ~~during~~securities ~~this~~with ~~period.~~a ~~Our~~price ~~operations~~of ~~will~~less bethan ~~limited~~$5.00 ~~due~~(other tothan ~~the~~securities ~~limited~~registered ~~amount of funds~~ on ~~hand.~~certain ~~Upon~~national ~~completion~~securities ofexchanges ~~our~~or ~~public~~quoted ~~offering,~~on ~~our~~the ~~specific~~NASDAQ ~~goal~~system isprovided tothat ~~profitably~~current ~~sell~~price ~~our~~and ~~services.~~volume Ifinformation wewith ~~are~~respect ~~unable~~ to ~~obtain~~transactions ~~minimum~~in ~~funding~~such ofsecurities ~~approximately~~is ~~$37,000~~provided ~~(If~~by ~~50% of~~ the ~~shares~~exchange ~~sold),~~or ~~our business may fail~~system).

~~Our~~The ~~cash~~shares ~~needs~~offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the ~~next~~foreseeable ~~twelve~~future. ~~months~~The ~~(estimated~~classification atof ~~between~~penny ~~$37,000~~stock ~~and~~makes ~~$82~~it more difficult for a broker-dealer to sell the stock into a secondary market,~~000)~~ ~~and~~which ~~plan~~makes ofit ~~operations~~more ~~following~~difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the ~~completion~~purchaser for the purpose of selling his or her shares in our ~~public~~company ~~offering~~will isbe assubject ~~follows:~~to the penny stock rules.

~~Equipment~~The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

~~Cost:~~In $4addition,~~000~~ the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-$9dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement,~~000~~ a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

~~Time~~22 ~~frame:~~Table ~~1-3~~of ~~months~~Contents

15REGULATION |M

~~Our~~During ~~director~~such istime ~~about~~as ~~to provide a working space at her own premises where~~ we may be ~~able~~engaged toin ~~complete~~a ~~the~~distribution ~~initial~~of ~~steps~~any of ~~ordering~~the ashares ~~landing~~we ~~page, sending offers to our potential customers and receiving their feedback and orders, if there~~ are ~~any.~~registering ~~The~~by ~~sufficient~~this ~~sum~~registration ~~is estimated to be $4~~statement,~~000,~~ ~~which~~we ~~can be gathered if 50% of shares~~ are ~~sold.~~required ~~With this money will be able~~ to ~~obtain~~comply ~~a laptop or PC~~ with ~~Windows~~Regulation ~~operating system, a web browser and office applications installed, a printer and a scanner, as well as to pay for the Interent connection~~M. IfIn ~~we manage to sell 75% of shares~~general, weRegulation ~~intend~~M toprecludes ~~rent~~any anselling ~~office~~security ~~divided into customers’ zone and the staff zone~~holder, ~~furnished~~any ~~with~~affiliated ~~basic~~purchasers ~~items, such as desks, chairs~~ and aany ~~couch~~broker-dealer ~~for visitors. We are likely to obtain a more advanced computer to maintain and administer our landing page~~ or ~~website.~~other Weperson ~~also~~who ~~expect~~participates ~~to rent a storage space for the transportation units~~ in a ~~warehouse.~~distribution Infrom ~~case~~bidding wefor ~~succeed~~or topurchasing, ~~sell~~or ~~all~~attempting ~~100% of shares we are likely~~ to ~~rent~~induce aany ~~spacious~~person ~~office~~ to bebid ~~split~~for ~~into~~or ~~staff~~purchase, ~~comfort~~any ~~and~~security ~~customers’~~which ~~zones.~~is Ifthe wesubject ~~collect~~of ~~this~~the ~~money,~~distribution weuntil ~~are~~the ~~about~~entire todistribution ~~put~~is ~~advertizing video installations for the customers~~complete. WeRegulation ~~also~~M ~~expect~~defines ~~this sum to be sufficient to rent~~ a ~~warehouse~~“distribution” toas ~~store~~an ~~all~~offering ~~the~~of ~~units~~securities wethat ~~sell.~~is Asdistinguished wefrom ~~expect~~ordinary ~~business~~trading toactivities ~~grow,~~by ~~we are likely to purchase a web server to store~~ the ~~data~~magnitude of ~~our website, which also requires to purchase operating system for~~ the ~~server~~offering and ~~spare parts to maintain it later on. To monitor~~ the ~~stock,~~presence weof ~~are~~special ~~likely~~selling toefforts ~~purchase licensed accountant~~ and ~~inventory~~selling ~~management programs~~methods. WeRegulation M also ~~intend~~defines toa ~~establish~~“distribution ~~and~~participant” ~~equip~~as ~~with~~an ~~display~~underwriter, ~~cases~~prospective aunderwriter, ~~showroom~~broker, ~~where~~dealer, ~~our~~or ~~customers~~other ~~might~~person bewho ~~able~~has agreed to ~~try~~participate ~~out~~or ~~the~~who ~~vehicles~~is ~~they~~participating ~~are~~in ~~about~~a ~~to order~~distribution.

~~Website~~Regulation ~~Development~~M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.

~~Cost:~~DESCRIPTION ~~$3,000-$5,000~~OF SECURITIES

~~Time frame: 3-6 months~~General

IfThe wefollowing ~~sell~~summary ~~50%~~includes ~~of the shares offered we are likely to subscribe to~~ a ~~web-site~~description ~~construction platform such as Wix.com, IM creator.com or similar. These platforms offer flexible instruments~~ of ~~building~~material ofprovisions ~~the site and its promotion on monthly or yearly basis. If we manage to sell 75%~~ of ~~the shares offered we expect to be able to obtain a full website with an online shop function, where we expect~~ our ~~customers~~capital ~~to make orders~~stock. If we succeed in selling 100% of the shares offered the website will be enhanced with animated flash menus, pop up hints for better user experience and online support. A web mobile version of the website is about to be built to respond the needs of a variety of customers who might browse our offers on their smart devices.

~~Marketing~~Authorized and Outstanding Securities

~~Cost:~~The ~~$15~~Company is authorized to issue 75,000-,000 shares of common stock, par value $430.001 per share. As of June 9, 2021, there were 9,800,000 shares of our common stock issued and outstanding.

~~Time~~Common ~~frame: 2-12 months~~Stock

WeThe ~~estimate~~holders ~~the~~of ~~minimal~~our ~~cost~~common ofstock ~~this~~are ~~stage~~entitled ~~around~~to ~~$15,000~~one ~~and~~vote tofor ~~collect~~each ~~the~~share ~~sum~~on weall ~~need~~matters to ~~sell~~be atvoted ~~least~~on ~~50%~~by ofthe ~~shares,~~stockholders. ~~which~~Holders weof ~~plan~~common tostock ~~spend~~do onnot ~~subscription~~have tocumulative avoting ~~web-site~~rights. ~~constructor,~~Holders ~~designing~~of ~~and~~common ~~leasing~~stock ~~advertising~~are ~~spots~~entitled ~~for~~to ~~our~~share ~~web~~ratably ~~banners~~in ondividends, ~~other~~if ~~websites~~any, as ~~well~~may asbe ondeclared ~~buying~~from ~~promotional~~time ~~posts~~to ~~from~~time ~~freelance~~by ~~writers.~~the Ifboard weof ~~succeed~~directors in ~~selling~~its ~~75%~~discretion wefrom ~~plan~~funds tolegally ~~pay~~available ~~for~~therefore. In the ~~SEO~~event ~~(Search~~of ~~Engine~~a ~~Optimization) on Google. com~~liquidation, ~~Yandex.com~~dissolution ~~and~~or ~~Bing.com.~~winding ~~This~~up ~~optimization~~of ~~allows~~the toCompany, ~~occupy~~the ~~advance~~holders ~~places in search inquiries~~ of ~~internet~~common ~~users.~~stock Ifare weentitled ~~manage~~ to ~~sell~~share ~~100%~~pro werata ~~plan~~all toassets ~~pay~~remaining ~~for~~after ~~being~~payment ~~placed~~ in ~~online~~full ~~catalogues~~of asall ~~well~~liabilities. asHolders ~~printed~~of ~~ones,~~common ~~shoot~~stock ~~promotional~~have ~~videos~~no ~~with~~preemptive ~~guest~~rights ~~stars,~~to ~~which~~purchase ~~may~~the beCompany’s ~~edited~~common ~~into video commercials for TV~~stock. WeThere ~~also~~are ~~intend~~no toconversion ~~distribute~~or ~~these~~redemption ~~videos~~rights onor ~~USB~~sinking ~~sticks~~fund ~~during~~provisions ~~our~~with ~~presentations~~respect atto ~~workshops~~the orcommon ~~exhibitions~~stock.

~~Staff Recruiting~~ Dividends

~~Cost:~~Dividends, $5if any,~~000-$15~~ will be contingent upon our revenues and earnings,~~000~~ if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in its business operations and accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.

~~Time frame: 8-12 months~~Warrants

~~Most~~We basic jobs are likely to be performed by our director, whose responsibilities might vary from being the head manager or the director to being the consultant and and the promoter. If we manage to sell 50% of shares we plan to hire a sales manager to operate with customers’ flow, issue contracts and sign them on the behalf of the company. For more efficient performance we need to have atno ~~least~~warrants ~~75%~~issued ~~of shares sold. This sum of money grants us the possibility to pay for extra services we might require from third parties, such as delivery of our goods to our customers,~~ or ~~third party web designers, IT specialists, accountants~~outstanding. A sum gathered after selling 100% of shares will make it possible to hire 2 or 3 managers, IT technician to maintain the server and the website of the company, and a warehouse storer to monitor the stock.

~~Estimated~~Convertible ~~Expenses for the Next Twelve Month Period~~Notes

~~The~~We ~~following~~have ~~provides~~no anwarrants ~~overview~~issued ofor ~~our estimated expenses to fund our plan of operation over the next twelve months~~outstanding.

Description	If 50% shares sold	If 75% shares sold	If 100% shares sold
	Fees	Fees	Fees
Gross proceeds	45,000	67,500	90,000
Offering expenses	8,000	8,000	8,000
Net proceeds	37,000	59,500	82,000
SEC reporting and compliance	10,000	10,000	10,000
Equipment	4,000	7,000	9,000
Website Development	3,000	4,500	5,000
Marketing	15,000	28,000	43,000
Staff Recruiting	5,000	10,000	15,000

Table of Contents

16Registration |Rights

~~The~~We ~~above~~have ~~figures~~no ~~represent only estimated costs. The estimated cost of this~~ registration ~~statement~~rights isagreements ~~$8,000~~with which will be paid from offering proceeds. If the offering proceeds are less than registration costs, Milena Topolac Tomovic, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Ms. Topolac Tomovic’s verbal agreement to provide us loans for registration costs is non-binding and discretionary. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Ms. Topolac Tomovic will not be paid any ~~compensation or anything from the proceeds of this offering~~person. There is no due date for the repayment of the funds advanced by Ms. Topolac Tomovic. Ms. Topolac Tomovic will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.

~~OFF-BALANCE~~Transfer ~~SHEET~~Agent ~~ARRANGEMENTS~~and Registrar

WeOur ~~have~~transfer noagent ~~off-balance~~is ~~sheet~~VStock ~~arrangements~~Transfer, ~~that~~LLC, ~~have~~whose oraddress ~~are~~is ~~reasonably~~18 ~~likely~~Lafayette ~~to have a current or future effect on our financial condition~~Place, ~~changes in financial condition~~Woodmere, ~~revenues~~New orYork ~~expenses~~11598, ~~results~~and ofwhose ~~operations,~~telephone ~~liquidity,~~number ~~capital~~is ~~expenditures~~(212) ~~or capital resources~~828-8436.

~~LIMITED~~Indemnification ~~OPERATING~~of ~~HISTORY;~~Officers ~~NEED~~and ~~FOR ADDITIONAL CAPITAL~~Directors

~~There~~Subsection is7 noof ~~historical~~Section ~~financial~~78.138 ~~information~~of ~~about~~the usNevada ~~upon~~Revised ~~which~~Statutes to(the ~~base~~“Nevada anLaw”) ~~evaluation~~provides ofthat, ~~our~~subject ~~performance.~~to Wecertain ~~are~~very inlimited ~~the~~statutory ~~start-up~~exceptions, ~~stage~~a ofdirector ~~operations~~or ~~and~~officer ~~have~~is not ~~generated~~individually liable to the corporation or its stockholders or creditors for any ~~sufficient~~damages ~~revenues.~~as Wea ~~cannot~~result ~~guarantee~~of weany ~~will~~act beor ~~successful~~failure to act in ~~our~~his ~~business~~or ~~operations.~~her ~~Our~~capacity ~~business~~as isa ~~subject~~director toor ~~risks~~officer, ~~inherent~~unless init is proven that the ~~establishment~~act or failure to act constituted a breach of his or her fiduciary duties as a ~~new~~director ~~business~~or ~~enterprise~~officer and such breach of those duties involved intentional misconduct, ~~including~~fraud ~~limited~~or ~~capital~~a ~~resources~~knowing ~~and~~violation ~~possible~~of ~~cost~~law. ~~overruns~~The ~~due~~statutory tostandard ~~price~~of ~~and~~liability ~~cost~~established ~~increases~~by Section 78.138 controls even if there is a provision in ~~services~~the ~~and~~corporation’s ~~products.~~articles of incorporation unless a provision in the Company’s Articles of Incorporation provides for greater individual liability.

WeSubsection ~~have~~1 noof ~~assurance~~Section ~~that~~78.7502 ~~future~~of ~~financing~~the ~~will~~Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be ~~available~~made a party to usany onthreatened, ~~acceptable~~pending ~~terms.~~or Ifcompleted ~~financing~~action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is ~~not~~or ~~available~~was ona ~~satisfactory~~director, ~~terms~~officer, weemployee ~~may~~or beagent ~~unable~~of tothe ~~continue~~corporation or is or was serving at the request of the corporation as a director, ~~develop~~officer, employee or ~~expand~~agent ~~our~~of ~~operations.~~another ~~Equity~~corporation, ~~financing~~partnership, ~~could~~joint ~~result~~venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in ~~additional~~settlement ~~dilution~~actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to ~~existing~~Section ~~shareholder~~78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person’s conduct was unlawful.

~~Results~~Subsection 2 of ~~operations~~Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

~~From~~Section ~~July~~78.7502 5of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, ~~2016~~suit ~~(Inception)~~or proceeding referred to ~~November~~in 30Subsection 1 or 2, ~~2016~~as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the defense.

~~During~~Subsection 1 of Section 78.751 of the ~~period~~Nevada weLaw ~~incorporated~~provides that any discretionary indemnification pursuant to Section 78.7502 of the ~~Company~~Nevada Law, ~~prepared~~unless ordered by a ~~business~~court ~~plan~~or advanced pursuant to Subsection 2 of Section 78.751, ~~Our~~may ~~loss~~be ~~since~~made ~~inception~~by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is ~~$842~~proper in the circumstances. WeSuch ~~have~~determination ~~just~~must ~~recently~~be ~~started~~made ~~our~~(a) ~~business~~by ~~operations;~~the ~~however~~stockholders, ~~will~~(b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not ~~start~~parties ~~significant~~to ~~operations~~the ~~until~~action, wesuit ~~have~~or ~~completed~~proceeding, ~~this~~(c) ~~offering.~~if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

~~LIQUIDITY~~24 ~~AND~~Table ~~CAPITAL~~of ~~RESOURCES~~Contents

AsSubsection 2 of ~~November~~Section ~~30,~~78.751 ~~2016,~~of the ~~Company~~Nevada ~~had~~Law ~~$3,053~~provides ~~cash~~that ~~and~~a ~~our~~corporation’s ~~liabilities~~articles ~~were~~of ~~$895,~~incorporation ~~comprised~~or ofbylaws or an ~~amount~~agreement ~~owed~~made toby ~~Milena~~the ~~Topolac~~corporation ~~Tomovic,~~may ~~our~~require ~~sole~~the ~~officer~~corporation to pay as incurred and ~~director.~~in ~~The~~advance ~~available~~of ~~capital~~the ~~reserves~~final disposition of a criminal or civil action, suit or proceeding, the ~~Company~~expenses ~~are~~of ~~not~~officers ~~sufficient~~and ~~for~~directors in defending such action, suit or proceeding upon receipt by the ~~Company~~corporation toof ~~remain~~an ~~operational.~~undertaking Weby ~~require~~or ~~minimum~~on ~~funding~~behalf of ~~approximately~~the ~~$37,000~~officer or director to ~~conduct~~repay ~~our~~the ~~proposed~~amount ~~operations~~if ~~and~~it ~~pay~~is ~~all~~ultimately ~~expenses~~determined ~~for~~by a ~~minimum~~court ~~period~~of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of ~~one~~Section ~~year~~78.751 ~~including~~further provides that its provisions do not affect any rights to advancement of expenses ~~associated~~to ~~with~~which ~~this~~corporate ~~offering~~personnel other than officers and ~~maintaining~~directors amay ~~reporting~~be ~~status~~entitled ~~with~~under ~~the~~contract ~~SEC.~~or otherwise by law.

~~Since~~Subsection ~~inception~~3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, weagreement, ~~have~~vote ~~sold~~of 3stockholders or disinterested directors or otherwise,~~000~~ for either an action in his or her official capacity or in another capacity while holding his or her office. However,~~000~~ ~~shares~~indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of ~~common~~expenses ~~stock~~under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to ~~our~~or ~~sole~~on ~~officer~~behalf ~~and~~of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, atfraud or a ~~price~~knowing violation of ~~$0.001~~the ~~per~~law ~~share~~and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for ~~net~~a ~~proceeds~~Covered Person who has ceased to be a director, officer, employee or agent of $3the corporation,~~000.~~ and shall inure to the benefit of his or her heirs, exe

WeSection ~~are~~78.752 ~~attempting~~of tothe ~~raise~~Nevada ~~funds~~Law toempowers ~~proceed~~a ~~with~~corporation ~~our plan of operations. We will have~~ to ~~utilize~~purchase ~~funds from Milena Topolac Tomovic, our sole officer~~ and ~~director,~~maintain ~~who~~insurance ~~has~~or ~~verbally~~make ~~agreed~~other tofinancial ~~loan~~arrangements ~~the~~on ~~Company~~behalf ~~funds~~of toa ~~complete~~Covered ~~the~~Person ~~registration~~for ~~process~~any ifliability ~~offering~~asserted ~~proceeds~~against ~~are~~such ~~less~~person ~~than~~and ~~registration~~liabilities ~~costs.~~and ~~However,~~expenses ~~Ms.~~incurred ~~Topolac~~by ~~Tomovic~~such ~~has~~person noin ~~formal~~his ~~commitment,~~or ~~arrangement~~her orcapacity ~~legal~~as ~~obligation~~a toCovered ~~advance~~Person or ~~loan~~arising ~~funds~~out toof ~~the~~such ~~Company. Ms. Topolac Tomovic~~person’s ~~verbal~~status ~~agreement~~as ~~to provide us loans for registration costs is non-binding and discretionary. To proceed with our operations within 12 months, we need~~ a ~~minimum~~Covered ofPerson ~~$37,000.~~whether Weor ~~cannot~~not ~~guarantee that we will be able to sell all~~ the ~~shares~~corporation ~~required~~has ~~to satisfy our 12 month financial requirements. If we are successful, any money raised will be applied to~~ the ~~items~~authority ~~set forth in the Use of Proceeds section of this prospectus. We will attempt~~ to ~~raise~~indemnify atsuch ~~least~~person ~~the~~against ~~minimum~~such ~~funds~~liability 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~~expenses. 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.

17The |Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. 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 anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000.

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

Should the Company fail to raise a minimum of $37,000 under this offering, the Company would be forced to scale back or abandon the implementation of its 12-month plan of operations.

DESCRIPTION OF BUSINESS

WeOur ~~aim~~Corporate toHistory deliver our services as follows, to lease to our customers’ certain items or means 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 scooter 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, or touristic agencies and other establishments or organizations that face the problem of covering large distances by employees or visitors of theirs.Background

~~Our~~The ~~business~~Company ~~address~~ was ~~provided~~incorporated byon ~~our~~July ~~registered agent and located at Mileve Maric Ajnstajn 72~~5, ~~Novi Beograd~~2016, ~~Republic~~under ofthe ~~Serbia~~laws ~~11070. Our telephone number is (315) 359-5955. Our plan~~ of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and have not earned sufficient revenue. It is likely that we will not be able to achieve profitability and would be forced to cease operations due to the ~~lack~~State of ~~funding~~Nevada.

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

WeMilena ~~are~~Topolac aTomovic ~~company~~served ~~currently~~as ~~undergoing~~President, ~~the~~Secretary, ~~stage~~Treasurer ofand ~~development.~~a Wedirector ~~plan~~from toJuly ~~sell or lease means of ecological urban transportation to companies arranging events~~5, ~~such~~2016 asuntil ~~exhibitions~~her ofresignation ~~any~~on ~~kind~~July ~~or conferences~~6, ~~where these means mentioned above can be used by the spectators to move around the facilities~~2020. WeEffective ~~also~~from ~~expect~~July medium sized production 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 inspection6, ~~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~~2020, orMilena toTopolac beTomovic ~~able~~resigned 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~~a ~~means~~director, ~~with~~and ~~promotional~~from ~~stickers being placed on them. At~~ the ~~same~~offices ~~time, inspecting authorities may be able to complete their task~~ of ~~inspection~~President, inSecretary ~~less~~and ~~amount~~Treasurer of ~~time~~, ~~thus~~the ~~becoming more effective~~Company. WeImmediately ~~plan~~prior to ~~offer~~such ~~our services to airports~~resignation, 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 walkMs. WeTopolac ~~also hope that hospitals may turn to us~~Tomovic, 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~~sole ~~territory~~member ~~or facilities. Amusement parks may acquire such means~~ of ~~transportation to lease them to their visitors. We expect our guro vehicles to be demanded by~~ the ~~touristic~~board ~~companies~~of ~~that~~directors ~~arrange~~at ~~city~~such ~~tours~~time, ~~thus~~appointed ~~creating~~Hak anYiu ~~alternative~~Ng toas ~~walking tours and bus tours. To make our interaction with customers more effective we plan to grant every customer~~ a ~~free~~director, ~~training course on how to drive the gyro vehicles~~ and ~~maintain~~as ~~them~~President, ~~what~~Secretary ~~issues may happen due to misuse~~ and ~~how~~Treasurer toof ~~prevent~~the ~~them,~~Company. ~~as well as fix minor issues~~Mr. AsNg anwas ~~additional service we might collect~~ the ~~sold~~Company’s ~~items~~sole toofficer ~~be repaired~~ and ~~find~~director ~~the~~until ~~licensed~~November ~~repair shop on behalf of our customers~~25, ~~while providing a substitute unit instead~~2020.

1825 |Table of Contents

~~Customers~~On November 25, 2020, Hak Yiu Ng resigned as Secretary and was appointed Chairman of the Board of Directors of the Company. On November 25, 2020, Huang Zhen Kun was appointed Chief Executive Officer and a Director; Lau Kit Yan, Mark was appointed Chief Financial Officer, Secretary and a Director; Poon To Ming was appointed Chief Operating Officer; Wong Ka Hing Andrew was appointed Chief Marketing Officer; and Xu Ming was appointed Chief Technology Officer.

WeThe ~~expect~~Company ~~our~~does ~~potential~~not ~~customers~~have toany becurrent ~~business~~plans, ~~entities performing jobs at~~arrangements, discussions or ~~providing services at~~intentions, orwhether ~~maintaining~~written ~~the services~~ or ~~premises of museums~~oral, ~~exhibition~~to ~~centres,~~engage ~~trade~~in ~~centres,~~a ~~shopping~~merger ~~malls,~~or ~~entertainment~~acquisition ~~centres,~~with ~~amusement~~an ~~parks,~~identified ~~local~~or ~~parks,~~unidentified ~~construction~~company ~~sites, hospitals~~ or ~~airports.~~person Weto ~~also~~be ~~may~~used ~~lease~~as ~~the~~a ~~gyro-transportation~~vehicle ~~units~~for toa ~~groups~~private ofcompany ~~individuals~~to ifbecome ~~they~~a ~~apply~~reporting ~~for it~~company.

~~Marketing~~From inception until we completed our reverse acquisition of Powertech Holdings, the principal business of the Company was a plan to establish a business to lease and sell certain items or means of what we referred 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 scooter and a two-wheeled hoverboard. We expected 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.

WeReverse ~~plan~~Acquisition ~~to initiate our marketing campaign online, as we intend to purchase a yearly subscription from a web-building platform or we might invest in the website~~ of ~~our~~Powertech ~~own. Soon after the website is complete we will be able to begin the campaign.~~ Holdings

~~Our~~On ~~steps~~November ~~are~~25, ~~likely~~2020, tothe beCompany asentered ~~follows:~~into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Powertech Holdings Company Limited, a British Virgin Islands corporation (“Powertech Holdings”), and the holders of common shares of Powertech Holdings. The holders of the common stock of Powertech Holdings consisted of 48 stockholders.

-Under ~~organize~~the ~~free~~terms ~~exhibitions~~and conditions of the Share Exchange Agreement, the Company offered, sold and ~~workshops~~issued 6,000,000 shares of common stock in consideration for ~~potential~~all ~~customers;~~the issued and outstanding shares in Powertech Holdings. Hak Yiu Ng, the Company’s sole officer and director, is the beneficial holder of 4,000,000 common shares, or 76.8%, of the issued and outstanding shares of Powertech Holdings. The effect of the issuance of the 6,000,000 shares issued under the Share Exchange Agreement is that the former shareholders of Powertech holdings acquired 61.2% of the issued and outstanding shares of common stock of the Company.

-Immediately ~~take~~prior ~~part~~to inthe closing of the ~~exhibitions~~transactions under the Share Exchange Agreement, Mr. Ng was the holder of 3,000,000 shares of common stock, or 78.9%, of the issued and ~~workshops~~outstanding ~~that~~shares ~~our~~of ~~potential~~common ~~customers~~stock ~~may~~of ~~have~~the ~~interest~~Company. ~~in;~~Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Ng acquired 4,607,408 shares of common stock of the Company, by virtue of his 76.8% beneficial ownership of Powertech Holdings. The remaining 47 common shareholders of Powertech Holdings acquired 1,392,592 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate of 23.2% beneficial ownership of Powertech Holdings.

-Giving effect to ~~pay~~the ~~for~~transactions under the ~~web~~Share ~~banners~~Exchange onAgreement, Mr. Ng is now the ~~websites~~beneficial ~~where~~holder ~~our~~of ~~potential~~7,607,408 ~~customers~~shares ~~might~~of ~~see~~common ~~our~~stock, ~~advertisement~~or 77.6%, of the issued and outstanding shares of common stock of Powertech Holdings.

-As toa ~~release~~result ~~printed~~of ~~advertisement~~the inshare ~~magazines~~exchange, Powertech Holdings is now a wholly-owned subsidiary of the Company.

The share exchange transaction with Powertech Holdings was treated as a reverse acquisition, with Powertech Holdings as the acquirer and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to ~~order~~business ~~shooting~~and financial information for periods prior to the consummation of ~~promotional~~the ~~videos~~reverse ~~from~~acquisition, ~~advertising~~we ~~agencies~~are referring to the business and financial information of Powertech Holdings.

-On November 25, 2020, the Company’s Board of Directors approved a change in its fiscal year end from November 30 to ~~pay~~December ~~for~~31, effective beginning with the ~~SEO~~Company’s ~~(search~~next ~~engine~~fiscal ~~optimization)~~year, which ~~helps~~will usnow tobegin ~~take~~on ~~place~~January in1, ~~the~~2021 ~~top~~and ofend ~~search~~on ~~inquiries~~December 31, 2021 (the “New Fiscal Year”).

-26 ~~branding~~Table ~~the gyro-vehicles to the needs~~ of ~~customers, by placing stickers or painting the colors to match the brand identity;~~Contents

~~During~~Organization ~~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.~~Subsidiaries

We have six operating subsidiaries, and our organizational structure is as follows:

Overview of Powertech Holdings

Our wholly owned subsidiary, Powertech Holdings was incorporated on September 21, 2020, in the British Virgin Islands.

The business of Powertech Holdings is now the principal business of the Company. Powertech Holdings is organized, through its subsidiaries, to provide renewable energy products and solutions to customers in Hong Kong.

Powertech Holdings principal administrative offices are located at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong, and our telephone number is +852 3487-6330. Our website is www.sinopowersolar.com.hk.

Summary Financial Information

The tables and information below are derived from our audited consolidated financial statements as of December 31, 2020 and 2019.

	December 31, 2020		December 31, 2019
Financial Summary
Cash and Cash Equivalents	$	160,594	$	243,641
Total Assets		3,582,437		1,323,107
Total Liabilities		5,139,803		1,970,017
Total Stockholders’ Deficit	$	1,557,366		646,910

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Renewable Energy Segment in Hong Kong

Hong Kong is one of the most densely-populated regions in the world. According to the Census and Statistics Department of the Hong Kong SAR Government, the population of Hong Kong is estimated to be 7.52 million in mid-2019. The large population results in a serious energy demand in modern life.

Renewable energy (“RE”) is one of practical and affordable solutions to the energy needs in Hong Kong. According to the International Renewable Energy Agency, renewables could supply 80% of the world’s electricity by 2050. Although Hong Kong does not have favorable conditions for large-scale commercialized RE power generation, the government has applied RE on a wider and large scale by 2030 as according to the Hong Kong’s Climate Action Plan. Based on the currently mature and commercially available technologies, Hong Kong has about 3-4% of realizable RE potential arising from solar energy. The Hong Kong government spearhead to apply RE in a systematic manner, issue its environmental policy by specifying all new government buildings to have at least 10% rooftop space to install solar power system, while set up a strong budget to do retrofit work for all existing government and public buildings to install rooftop solar power system.

The Paris Agreement an ambitious multilateral treaty agreed in December 2015, succeeds the Kyoto Protocol that will expire in 2020. Hong Kong formally signed it on Earth Day, 22 April 2016, and the Paris Agreement came into force on 4th November 2016.

The key provisions of the Paris Agreement call for global actions to - achieve “peak” greenhouse gas (GHG) emissions as soon as possible and achieve a balance between carbon sources and sinks in the second half of the 21st century (i.e. to reach “carbon neutrality” between 2051 and 2100); and, keep global average temperature increase well below 2 degree relative to pre-industrial levels and to pursue efforts to limit it to 1.5 degree

To meet the requirement of the Paris Agreement, Hong Kong has set an ambitious carbon intensity target of 65% to 70% by 2030 using 2005 as the base, which is equivalent to 26% to 36% absolute reduction and a reduction to 3.3-3.8 tonnes on a per capita basis.

Our Product Portfolio

We invest, supply and install rooftop and greenfield solar system, and hydroponics farms. We license technology underlying patents for our following solar and hydroponic farming products:

1. Rooftop Solar Pergola for village houses (China Patent No. 2019202902287)

A solar pergola using 20 pcs of mono-crystaline solar panels mounted on resilient, high-tensile tempered aluminium structures, 2.5 m high pergoa which meets structural requirement of the Building Code, sustain the strongest typhoon wind load, rust-free and durable, free from daily maintenance. The law allows property owner of village house to use its 350 sq. ft rooftop space for solar power creation. This Rooftop Solar Pergola perfectly meets the need of the village house owners.

Video links:

https://www.youtube.com/watch?v=zqG_QoRnR1M

https://www.youtube.com/watch?v=xxmFHB3xszY

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2. Rooftop Solar Glasshouse (Hong Kong Patent No. HK1258743)

A solar glasshouse, architect designed to meet the legal requirement of 2.5 meters high, with detachable wind shield and windows, using 20 mono crystaline solar panels mounted on resilient and high-tensile tempered aluminium structures, sustains the strongest wind load test, and can be easily detached and removed when relocation is needed. It offers perfect extra rooftop space for village house owners, and creates great value for house owners especially in such a densely populated city of Hong Kong. A 350 sq.ft house in Hong Kong can easily cost people HKD4 mil (USD 510,000), and we offer to market only HKD 150,000.

Video links:

https://www.youtube.com/watch?v=wtPABRl3v_E

3. Wheelset Solar Carport (China Patent No. 2018211576333)

Movable solar carport with wheels on the pillars, which allows end users to easily move and locate the carports to place as he needs, and at the same time get the best optimal sunshine for solar power harvest. With high efficient mono-crystaline solar panels on resilient and high-tensile tempered aluminium structure, it sustains strongest monsoon wind load, and at the same time require minimum daily maintenance.

Video links:

https://www.youtube.com/watch?v=QrlN1krWuUg

https://www.youtube.com/watch?v=JDPkK2NnE8M

https://www.youtube.com/watch?v=SU9yG7P5JKQ

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4. Retractile Solar Carport (China Patent No. 201821962427X）

Aluminum alloyed retractile solar carpark pergola, with resilient aluminum structure, designed to let end users extend and retract one side of the carport to allow best utilization of space in densely populated city like Hong Kong, Japan and Singapore. The pergola can be easily moved and located to any place needed. It can be used in combination with Tesla’s energy storage device and EV charging station. It is perfect for end users who own temporarily idle land space.

5. UND (Up-N-Down) Solar Pergola (China Patent No. 2019212562934)

It is a solar pergola with built in motor lifter on each pillars that, allows end users to lift and lower the solar pergola levels when needed. It is perfect for the rooftop owners of very high buildings and of houses near the seashore where monsoon wind can be an issue in typhoon season. The solar pergola can be lowered down to about 1.5 m when typhoon is expected, and be lifted to 2.5 m high in normal days, by simple button press.

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6. Hydroponic Solar Greenhouse (patent pending)

Specially designed hydroponic farming greenhouse, with 60% rooftop solar coverage for energy production. PERC Bifacial Mono-crystaline solar panels are installed on the greenhouse rooftop, leaving about 40% space for sunlight to penetrate to the hydroponic farming floor for crop lighting. Energy Storage device can be installed to harvest solar power in day time for use at night, by so doing, crops can be grown in expedited way by using solar powered LED lighting at night.

6. Tracker-run Solar Greenhouse (patent pending)

Solar greenhouse with solar tracker, where a computer programmed motor run tracking mechanism is built in to the rooftop structure, whereas the solar panels rotates according to the sun’s track, maintaining always 90 degree angle facing the sun, maximizing solar irradiation harvest which results in much higher solar power yield than conventional mounting structure. Power output is 15% higher than fixed tilt structural greenhouse. The motor is programmed in such a manner that, during typhoon day, it turns flat to avoid wind load, while when it rains, it rotates continuous to do auto-cleaning of the solar panels.

This product is denoted by the following features:

	·	The optimum tracking angle is calculated using highly precise astronomical equations based on time, longitude and latitude information from a GPS sensor;

	·	The current tilt angle is obtained from a sensor (e.g. an inclinometer); and

	·	By coordinating the two angles, the control system instructs the tracking mounting system to follow the sun throughout the day, which increases the total amount of electrical energy produced.

7. RPP Solar Foundation (Hong Kong Patent No. HK1258742)

Using Recyclable PP material, die cast solar bucket is an ideal solar foundation that makes flat rooftop solar installation easy and quick. The RPP solar foundation past all static wind tunnel test that sustains strong typhoon wind pressure, and it flexible, durable and movable. It is highly recommended by all architect as the best rooftop solar solution in cities like Hong Kong, Singapore, Tokyo and Taipei. Using RPP solar foundation, a 10 days rooftop solar installation can be done within 2 days.

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Video links:

https://www.youtube.com/watch?v=U5j9ccLN9Y8&t=28s

https://www.youtube.com/watch?v=26so7RDdKxE

8. Off-grid Flexible Solar Panel Solution for RV and Yachts:

Flexible Mono-crystaline solar panels, packed with hybrid inverter and battery which can be conveniently used to power cars, yacht, vans, or simply outdoor picnic cars. This is a very popular product lines in coastal cities as Hong Kong, Singapore, Kuala Lumpur, Tokyo, etc.

9. HDPE Floating Solar Deck:

For fishing ponds and water reservoir, HDPE Floating Solar Deck allows solar panels to be laid over the water surface, where solar panels creates solar power, and protect pond fish and prawns from direct sunshine. It helps making water conservation and at the same time making environmental protection of prohibiting over weeding on the fish ponds.

Our Main Projects:

We actively participate the renewable energy-related projects, as follows:

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EMSD (Electrical and Mechanical Services Department) of Hong Kong Government is responsible to make retrofit work with solar on-grid solution in all 1200 schools, 1500 public toilets, and over 300 public housing estates in Hong Kong. The government as set up a HKD 800 million budget to setup rooftop solar power system in all government buildings and public housing buildings. Powertech’s subsidiary business vehicle, Sinopower Group has installed rooftop solar power system in 68 schools so far, and is planned to continue building 1200 school rooftop solar power systems in the next 18 months.

Link Real Estate Investment Trust (“Link REIT”) is the first real estate investment trust listed in Hong Kong, and currently Asia’s largest REIT and one of the world’s largest retail focused REITs in terms of market capitalization. Wholly owned by private and institutional investors, with 100% free float, Spanning Hong Kong, Beijing, Shanghai and Guangzhou, the portfolio owned by Link REIT consists of properties with about 9 million sq ft of retail space, around 61,000 car park spaces, and a multi-purpose project under development in Hong Kong, as well as properties with about 3 million sq ft of retail and office space in Mainland China. It is the desire of Link to make use the currently un-utilized rooftop space to install solar power system to serve the community with clean energy.

Link Asset Management Limited (“Link Asset Management”), (“Link”; Hong Kong stock code: 823), announced that it successfully priced its green convertible bonds (the “Bonds”) due 2024, raising HK$4 billion at 1.6% p.a., the lowest coupon rate achieved by Asian REITs over the past five years. Underscoring Link’s commitment to sustainable development, the green convertible bond issue marks the first ever green convertible bond globally in the real estate sector and for Hong Kong issuers. Link is committed to build in all the shopping malls rooftop solar power system. And so far, Powertech have completed 3 projects for LINK.

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Our Business model and Business Strategy:

EPC (Engineer, Procurement and Construction): For government and for pseudo-government organisations, and some of the industrial clients who owns industrial and commercial builders, we offer one stop solution of EPC services, whereas we design, engineer, procure, and install solar power system for the clients on BOT basis. Our business strategy for these group of clients is to offer full set of value added service, not only doing solar power system installation, but also service like water-proof works, building repairing works. This distinguished us from our competitors that, we carry out waterproof work on the Premises before installing the System by laying over an aluminium foil waterproof asphalt self-adhesive membrane (asphalt base/butyl/ rubber group) to the entire roof of each of the Buildings up to 300mm of the parapet wall. The asphalt self adhesive membrane stop water leakage problem and at the same time act as reflective layer for solar irradiation to back sides of bi-facial solar panels, which result in higher solar yield. We tailor made all solar mounting system of each project to meet the stringent demand of the legal wind code, making third party wind tunnel test to make sure the system is safe and durable.

Since the fourth quarter of 2020, we have developed and built the solar plant system and generated some income from the sale of the electricity under the government program.

Intellectual Property

Our primary patents, all of which are registered in Hong Kong or China, are discussed under the heading “Exclusive Patent License Agreements,” beginning on page 4 of this Current Report on Form 8-K. Additionally, we rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks.

Exclusive Patent License Agreements

Competition

We believe that ~~narrowing~~there toare aabout ~~very~~20 ~~certain~~market ~~groups~~competitors ofwith ~~customers,~~business byin ~~which~~Hong weKong, ~~mean~~but ~~small~~by orregistered ~~medium~~capital, ~~business~~we ~~entities~~are largest, ~~can~~and ~~help~~now usabout to30% ~~target~~of ~~them~~total ~~more~~market ~~precisely~~share. ~~Understanding~~Some ~~the needs~~ of our ~~customers~~major ~~will~~competitors ~~help~~are: usNefin toSolar ~~avoid~~Asset ~~storing a huge amount of various transportation models~~Limited, ~~but~~Amosolar ~~only a few varieties. The same types of gyro vehicles can be shipped to museums~~Limited, ~~exhibition~~CLP ~~centres~~Energy ~~and~~Services ~~airports,~~(Holding) ~~whereas a second different type will meet the needs of construction sites~~Limited, ~~warehouses~~ and ~~small~~Widex ~~factories.~~Solar ~~The~~Energy ~~third~~Technology ~~sort of vehicles will suit the needs of open space establishments like parks~~Limited.

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WeGovernment ~~expect~~Regulation toand ~~have two main income streams: the money that we are likely to receive after:~~Approvals

a)We ~~selling~~are orsubject to the general laws in Hong Kong and China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

b)Product ~~leasing~~liability claims may arise if any of our solar and hydroponic products have a harmful effect on a consumer, who may make a claim for damages or compensation as an injured party. The General Principles of the ~~eco-transportation~~Civil ~~units~~Law of HKSAR, states that manufacturers and sellers of defective products causing property damage or injury shall incur civil liabilities for such damage or injuries.

We are subject to a number of local laws and regulations that involve matters such as privacy, rights of publicity, data protection, content regulation, intellectual property, competition, protection of minors, consumer protection, taxation or other subjects. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate.

Employees

As of the date hereof, we have 30 full-time employees.

Description of Properties

Our executive offices are located at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong, and our telephone number is +852 3487-6330. We do not own any real estate or other physical properties.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

Reports to Security Holders

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and accordingly, file current and periodic reports, proxy statements and other information with the SEC. We have also filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. You may obtain copies of our reports from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. to 3 P.M. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

PROPERTIES

Our executive offices are located at Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Since August 25, 2020, our common stock has been quoted on the OTCPink tier of the OTC Markets Group Inc., under the symbol “FLDI.” On September 22, 2021, the closing bid price on the OTCPink tier for our common stock was $6.00.

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Stockholders

As of the date of this Prospectus, there were 9,800,000 shares of common stock issued and outstanding held by approximately 121 stockholders of record.

Transfer Agent

Our transfer agent is VStock Transfer, LLC, whose address is 18 Lafayette Place, Woodmere, New York 11598, and whose telephone number is (212) 828-8436.

Dividends

We have not paid dividends to date and do not anticipate paying any dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

On October 19, 2020, the Company approved its 2020 Stock Incentive Plan (the “Plan”) and authorized the Hak Yiu Ng, the Company’s President, to issue up to 9,800,000 shares of common stock under the Plan. As of the date of this Prospectus, _________ shares of common stock are issued under the Plan, and ____________ shares of common stock are remaining authorized shares for issuance under the Plan.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Cautionary Statement Regarding Forward-Looking Information

The statements in this registration statement that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

OVERVIEW

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

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

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

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

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Going Concern

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

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

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

PLAN OF OPERATION

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

Insurance

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

Employees; Identification of Certain Significant Employees.

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

Offices

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

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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.

~~LEGAL~~Management’s ~~PROCEEDINGS~~Discussion and Analysis of Financial Condition and Results of Operations

~~During~~Comparison ~~the past ten years, none~~ of the ~~following~~Three ~~occurred~~Months ~~with~~Ended ~~respect~~March 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 order31, ~~judgment~~2021 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.2020

WeThe ~~are~~following ~~not~~table ~~currently~~sets aforth ~~party~~certain tooperational ~~any~~data ~~legal~~for ~~proceedings,~~the ~~and~~periods ~~we are not aware of any pending or potential legal actions.~~indicated:

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

	Three Months Ended March 31,
	2021			2020
Revenues, net	$	796,301		$	743,166
Cost of revenue		(432,675	)		(626,187	)
Gross profit		363,626			116,979
Sales and marketing expenses		(99,317	)		(58,620	)
General and administrative expenses		(273,445	)		(269,573	)
Total operating expenses		(372,762	)		(328,193	)
Total other expenses		(26,078	)		(893	)
Loss Before Income Taxes		(35,214	)		(212,107	)
Income tax expense		-			-
Net loss		(35,214	)		(212,107	)

~~The~~Revenue. ~~name~~We generated revenues of $796,301 ~~age~~and $743,166 for the three months ended March 31, 2021 and ~~titles~~2020. The increase is revenue is attributable to the completion of ~~our~~renewable ~~executive~~energy ~~officer~~projects and ~~director~~solutions ~~are~~during as2021, ~~follows:~~whose contracts were entered into during 2020.

Name and Address of Executive Officer and/or Director	Age	Position
Milena Topolac Tomovic Mileve Maric Ajnstajn 72, Novi Beograd, Republic of Serbia 11070	60	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

During the three months ended March 31, 2021, the following customer accounted for 10% or more of our total net revenues:

Milena Topolac Tomovic has acted as our President, Treasurer, Secretary and sole Director since we incorporated on July 5, 2016. Ms. Topolac Tomovic owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Topolac Tomovic was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Our sole officer and director, Ms. Tomovic, has more than 20 years of business management experience. She graduated from University of Belgrade in 1980. Since 1980 untill 1995 she worked in “BelStroy Industry” construction company. She started her career in “BelStroy Industry” as a specialist at project management department and finished as a head of department. Since 1995 till 2005, Ms. Tomovic was a sole proprietor of construction company in Belgrade. Since 2005 till 2016, she was a business owner of “Tom Gradevinske Mashine”. The company operated in the business of small-sized construction vehicle sales and leasing. We believe that Ms. Topolac Tomovic’s specific experience, qualifications and skills will enable to develop our business.

Three months ended

March 31, 2021

March 31,
2021

Revenues

Percentage
of revenues

Accounts
receivable

The incorporation owners of 18 Rosewood

122,415

15.3

20During |the three months ended March 31, 2020, there is no single customer who accounted for 10% or more of our total net revenues.

~~During~~Cost ~~the~~of ~~past~~Revenue. ~~ten~~Cost ~~years~~of revenue included material supplies, Mslabor and sub-contractor fees. ~~Topolac~~The ~~Tomovic~~increase ~~has~~of ~~not~~cost ~~been~~of ~~the~~revenue ~~subject~~is attributable to ~~any~~the launch of ~~the~~renewable ~~following~~energy ~~events:~~projects and solutions.

1Gross Profit. We achieved a gross profit of $363,626 and $116,979 for the three months ended March 31, 2021 and 2020, respectively. The increase in gross profit is primarily attributable to the completion of renewable energy projects and solutions during 2021 fiscal quarter.

~~Any~~Sales ~~bankruptcy~~and ~~petition~~Marketing ~~filed~~Expenses by(“S&M”). orWe ~~against~~incurred ~~any~~S&M ~~business~~expenses of ~~which~~$99,317 ~~Ms.~~and ~~Topolac~~$58,620 ~~Tomovic~~for ~~was~~the athree ~~general~~months ~~partner~~ended orMarch ~~executive~~31, ~~officer~~2021 ~~either~~and at2020, ~~the~~respectively. ~~time~~The ofincrease ~~the~~in ~~bankruptcy~~G&A oris ~~within~~primarily ~~two~~attributable ~~years~~to ~~prior~~more tomarketing ~~that~~expense ~~time~~in the launch of our renewable energy projects and solutions.

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~~Any~~General ~~conviction~~and inAdministrative aExpenses ~~criminal~~(“G&A”). ~~proceeding~~We orincurred ~~being~~G&A ~~subject~~expenses of $273,445 and $269,573 for the three months ended March 31, 2021 and 2020, respectively. The increase in G&A is primarily attributable to amore ~~pending~~overheads ~~criminal~~and ~~proceeding~~staff expense in the launch of our renewable energy projects and solutions.

3Other Income (Expenses), net. We incurred net other expenses of $26,078 and $893 for the three months ended December 31, 2021 and 2020, respectively. Our net other expenses for the three months ended March 31, 2021 and 2020 consisted primarily of loan interest, interest on lease liabilities and interest income.

AnIncome ~~order,~~Tax ~~judgment,~~Expense. orWe ~~decree,~~recorded ~~not~~income ~~subsequently~~tax ~~reversed,~~expense ~~suspended~~of or$0 ~~vacated,~~and or$0 ~~any~~for ~~court~~the ofthree ~~competent~~months ~~jurisdiction,~~ended ~~permanently~~March ~~or temporarily enjoining~~31, ~~barring,~~2021 ~~suspending~~and or2020. ~~otherwise~~No ~~limiting~~income ~~Ms.~~expense ~~Topolac~~was ~~Tomovic’s~~incurred ~~involvement~~for inthe ~~any~~three ~~type~~months ofended ~~business~~March 31, ~~securities~~2021 orand ~~banking activities~~2020.

4Net Loss. During the three months ended March 31, 2021, we incurred a net loss of $35,214, as compared to $212,107 for the three months ended March 31, 2020.

~~Found~~Liquidity ~~by a court of competent jurisdiction (in a civil action), the Securities~~ and ~~Exchange~~Capital ~~Commission~~Resources ~~or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law,~~ and ~~the~~Cash ~~judgment has not been reversed, suspended or vacated.~~Requirements

5As of March 31, 2021, we had cash and cash equivalents of $347,751, deposits, prepayments and other receivables of $1,138,055, contract assets of $1,796,744 and accounts and retention receivables of $42,228.

~~Was~~As ~~the subject~~ of ~~any~~December ~~order~~31, ~~judgment or decree~~2020, ~~not~~we ~~subsequently~~had ~~reversed,~~cash ~~suspended~~and orcash ~~vacated,~~equivalents of ~~any Federal or State authority barring~~$160,594, ~~suspending~~accounts orand ~~otherwise~~retention ~~limiting~~receivables ~~for~~of ~~more~~$83,169, ~~than~~deposits, 60prepayments ~~days~~and ~~the~~other ~~right~~receivables ~~to engage in any activity described in paragraph (f)(3)(i)~~ of ~~this section~~$1,031,566, orand tocontract beassets ~~associated~~of ~~with persons engaged in any such activity;~~$1,800,332.

6We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

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

7Net Cash (Used In) Provided By Operating Activities.

~~Was~~For the ~~subject~~three months ended March 31, 2021, net cash used in operating activities was $522,759, which consisted primarily of a net loss of $35,214, oroffset by a ~~party~~decrease toin accounts and retention receivables of $40,941, ~~any~~an ~~Federal~~increase orin ~~State~~deposits, ~~judicial~~prepayments orand ~~administrative~~other ~~order~~receivables of $106,489, ~~judgment~~a decrease in contract assets of $3,588, ~~decree~~a decrease in contract liabilities of $544,872, oran ~~finding~~increase in operating lease liabilities of $1,166, ~~not~~an ~~subsequently~~increase ~~reversed~~in accrued liabilities and other payables of $196,614, ~~suspended~~a ordecrease ~~vacated~~in accounts payables of $114,657, ~~relating~~depreciation toof anplant ~~alleged~~and ~~violation~~equipment of: $4,584, depreciation of energy assets of $6,355 and depreciation of right-of-use assets of $25,225.

iFor the three months ended March 31, 2020, net cash provided by operating activities was $140,2221, which consisted primarily of a net loss of $212,108, offset by a decrease in accounts and retention receivables of $46,773, an increase in deposits, prepayments and other receivables of $5,233, a decrease in contract assets of $239,259, an increase in contract liabilities of $105,247, a decrease in accrued liabilities and other payables of $54,103, an increase in operating lease liabilities of $940, depreciation of plant and equipment of $1,571 and depreciation of right-of-use assets of $17,876.

~~Any~~We ~~Federal~~expect orto ~~State~~continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, orhowever, ~~commodities~~to ~~law~~finance orour ~~regulation;~~operations orand future acquisitions.

iiNet Cash Used In Investing Activities.

~~Any~~For ~~law~~the orthree ~~regulation~~months ~~respecting~~ended ~~financial~~March ~~institutions or insurance companies including~~31, ~~but not limited to~~2021, anet ~~temporary~~cash orused ~~permanent~~in ~~injunction,~~investing ~~order~~activities ofwas ~~disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or~~$0.

~~iii.~~39 Table of Contents

~~Any~~For ~~law~~the orthree ~~regulation~~months ~~prohibiting~~ended ~~mail~~March or31, ~~wire~~2020, ~~fraud~~net orcash ~~fraud~~used in ~~connection~~investing ~~with~~activities ~~any~~was ~~business~~$810, ~~entity;~~consisting orprimarily of purchases of plant and equipment of $810.

1Net Cash Provided By (Used In) Financing Activities.

~~Was~~For the ~~subject~~three ~~of,~~months orended aMarch ~~party~~31, to2021, ~~any~~net ~~sanction~~cash orprovided ~~order,~~by ~~not~~financing ~~subsequently~~activities ~~reversed,~~was ~~suspended or vacated~~$183,928, ofconsisting ~~any~~primarily ~~self-regulatory organization (as defined in Section 3(a)(26)~~ of ~~the~~advances ~~Exchange~~from ~~Act (15 U.S.C. 78c(~~a~~)(26))),~~ ~~any~~director ~~registered entity (as defined in Section 1(a)(29)~~ of ~~the Commodity Exchange Act (7 U.S.C. 1(a)(29)))~~$691, ~~or any equivalent exchange~~999, ~~association,~~advance ~~entity~~from orrelated ~~organization~~companies ~~that~~of ~~has~~$40,985 ~~disciplinary~~and ~~authority~~payment ~~over~~of ~~its~~lease ~~members~~liabilities orof ~~persons associated with a member~~$26,297.

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

~~Our~~Off-Balance ~~Director~~Sheet is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.Arrangements

~~DIRECTOR~~We ~~INDEPENDENCE~~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.

~~Our~~Subsequent Board of Directors is currently composed of one member, Milena Topolac Tomovic, who does not qualify as an independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.Events

~~COMMITTEES~~None OFthrough ~~THE~~date ~~BOARD~~of OFthis ~~DIRECTORS~~filing.

~~Our~~CHANGES ~~Board~~IN ofAND ~~Directors~~DISAGREEMENTS ~~has~~WITH noACCOUNTANTS ~~committees.~~ON WeACCOUNTING doAND ~~not~~FINANCIAL ~~have a standing nominating, compensation or audit committee.~~DISCLOSURE

21There |have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE ~~COMPENSATION~~OFFICERS, PROMOTERS AND CONTROL PERSONS

~~MANAGEMENT~~The ~~COMPENSATION~~following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the year such director or officer commenced serving in such capacity:

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on July 5, 2016 until November 30, 2016:

Name	Age	Positions

Hak Yiu NG	58	President, Treasurer and Chairman of the Board of Directors
HUANG Zhen Kun	40	Chief Executive Officer and Director
LAU Kit Yan, Mark	40	Chief Financial Officer, Secretary and Director
POON To Ming	63	Chief Operating Officer
WONG Ka Hing Andrew	43	Chief Marketing Officer
XU Ming	35	Chief Technology Officer

Hak Yiu NG

President, Treasurer and Chairman of the Board of Directors

Hak Yiu NG, also known as and previously disclosed on Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2020, as “Benson Wu,” has served as our President, Treasurer and a Director since May 27, 2020. Mr. Ng also served as Secretary from July 6, 2020 until November 25, 2020, and on November 25, 2020, Mr. Ng became Chairman of the Board of Directors. Since May 2018, Mr. Ng has served as the Chairman of SinoPower Holding (Hong Kong) Co. Ltd. (“Sinopower”), one of our subsidiaries, based in Hong Kong, since 2018, and served as a director of Sinopower from 2009 to 2018. Since 2018, Mr. Ng has also served an investment consultant to Victor Aluminum Group. Mr. Ng attended The Hong Kong Polytechnic University from 1984 to 1987, where he obtained a degree in Business Management. He subsequently obtained an MBA from the University of South Australia, which he attended in 1991 and 1992. Mr. Ng’s knowledge of Sinopower and his business experience led to our conclusion that Mr. Ng should be serving as a member of our board of directors in light of our business and structure.

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HUANG Zhen Kun

Chief Executive Officer and Director

HUANG Zhen Kun has served as our Chief Executive Officer and a Director since November 25, 2020. Since June 2016, Mr. Huang has served as Chief Executive Officer of SinoPower Holding (Hong Kong) Co., Ltd., one of our subsidiaries. From June 2016 until April 2018, Mr. Huang served as General Manager for Shenzhen City E-Parking Intelligent Holding Co., Ltd. From May 2017 until April 2018, Mr. Huang served as General Manager for Shenzhen City E-Parking Intelligent Holding Co., Ltd. From January 2009 until May 2016, Mr. Huang served as Sale Director of Israel ROMIDOT Ltd., and from December 2005 until December 2008, he served as Israel ROMIDOT Ltd.’s Marketing Manager. In 2014, Mr. Huang obtained an undergraduate degree from Guangdong University of Finance, in China. Mr. Huang’s management experience and skills led to our conclusion that he should serve as a director in light of our business and structure.

LAU Kit Yan, Mark

Chief Financial Officer, Secretary and Director

LAU Kit Yan, Mark has served as our Chief Financial Officer, Secretary and a Director since November 25, 2020. From May 2019 to April 2020, Mr. Lau served as Senior Manager, performing finance and accounting functions, for Synergy Solution Management Group Limited, of Hong Kong. Mr. Lau has over 20 years’ work experience in finance, accounting, corporate finance and organization strategic planning. In 2012, Mr. Lau obtained a Bachelor of Accountancy from the University of South Australia. Mr. Lau’s background in finance and accounting led to our conclusion that he should serve as a director in light of our business and structure.

POON To Ming

Chief Operating Officer

POON To Ming has served as our Chief Operating Officer since November 25, 2020. Since December 2019, Mr. Poon has served as Chief Operating Officer of SinoPower Holding (Hong Kong) Co., Ltd., one of our subsidiaries. Since 2012, Mr. Poon has served Founding Chairman of HK21 Youth Association. Since 2013, Mr. Poon has served as Chief Executive Officer of HK Hydroponics Planting Group Limited. Since 2014, Mr. Poon has served as Chief Executive Officer of Smart Green Farm. From 1978 until 2012, Mr. Poon served as a Royal Hong Kong Police Officer. He received the Outstanding Police Officer Award in Hong Kong from 2005 until 2009, and the Civil Service Outstanding Service Award in Hong Kong in 2007 and 2009.

WONG Ka Hing Andrew

Chief Marketing Officer

WONG Ka Hing Andrew has served as our Chief Marketing Officer since November 25, 2020. Since January 2019, Mr. Wong has served as Chief Marketing Officer of SinoPower Holding (Hong Kong) Co., Ltd., one of our subsidiaries. From January 2013 to January 2019, Mr. Wong served as Project Manager for GL Events Hong Kong Ltd. From 2013 to 2019, Mr. Wong served as a Director of Inspiration IT (HK) Ltd. In 2012, Mr. Wong obtained a bachelor degree from Hong Kong Baptist University.

XU Ming

Chief Technology Officer

XU Ming has served as our Chief Technology Officer since November 25, 2020. Since January 2019, Mr. Xu has served as Chief Technology Officer of SinoPower Holding (Hong Kong) Co., Ltd., one of our subsidiaries. From January 2017 until December 2018, Mr. Xu was Senior Project Manager at Guangdong Quanmei Energy Group. From December 2018 until December 2019, Mr. Xu was Technical Director at Sunlight New Energy (Guangzhou) Co., Ltd. From April 2015 until January 2017, Mr. Xu was Technical Manager at Shenzhen City Rui Tai Solar Engineering Co., Ltd. In 2008, Mr Xu obtained a bachelor degree from Hetao University of Inner Mongolia, in China.

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Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

Term of Office

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

Director Independence

Our board of directors is currently composed of three members, none of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that a director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

	·	Any bankruptcy petition filed by or against such person or 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;
	·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
	·	Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	·	Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	·	Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Table of Contents

Significant Employees and Consultants

As of the date of this Prospectus, the Company has no significant employees, other than its officers and directors acting in such capacity. The Company is managed by its six officers, three of whom also serve as directors.

Audit Committee and Conflicts Of Interest

Since we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Family Relationships

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

Stockholder Communications with the Board Of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced operations.

Employment Agreements

We have no employment agreements with our officers, directors or any other person.

Indemnification Agreements

We have no indemnification agreements with our officers, directors or any other person.

Family Relationships

No family relationships exist between our officers and directors or any person who is an affiliate of the Company.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

Name and Principal Position	Period	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	All Other Compensation ($)	Total ($)
Milena Topolac Tomovic, President, Secretary and Treasurer	July 5, 2016 to November 30, 2016	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

The summary compensation table below shows certain compensation information for services rendered in all capacities to us by our principal executive officer and principal financial officer and by each other executive officer whose total annual salary and bonus exceeded $100,000 during the fiscal periods ended December 31, 2020 and 2019. Other than as set forth below, no executive officer’s total annual compensation exceeded $100,000 during our last fiscal period.

~~There~~43 ~~are~~Table noof ~~current employment agreements between the Company and its Officer.~~Contents

Ms. Topolac Tomovic currently devotes approximately twenty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

Name and						Stock		Option		Non-Equity Incentive Plan		Nonqualified Deferred		All Other
Principal Position	Year	Salary ($)		Bonus ($)		Awards ($)		Awards ($)		Compensation($)		Compensation($)		Compensation($)		Total ($)
Milena	2020		0		0		0		0		0		0		0		0
Topolac Tomovic (1)	2019		0		0		0		0		0		0		0		0

Hak Yiu	2020		0		0		0		0		0		0		0		0
Ng (2)	2019		0		0		0		0		0		0		0		0

Huang	2020		0		0		0		0		0		0		0		0
Zhen Kun (3)	2019		0		0		0		0		0		0		0		0

Lau Kit	2020		0		0		0		0		0		0		0		0
Yan, Mark (4)	2019		0		0		0		0		0		0		0		0

Poon To	2020		0		0		0		0		0		0		0		0
Ming (5)	2019		0		0		0		0		0		0		0		0

Wong Ka Hing	2020		0		0		0		0		0		0		0		0
Andrew (6)	2019		0		0		0		0		0		0		0		0

Xu	2020		0		0		0		0		0		0		0		0
Ming (7)	2019		0		0		0		0		0		0		0		0

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.___________

(1) Appointed President, Secretary, Treasurer and a Director ~~Compensation~~on July 5, 2016; resigned from all such positions on July 6, 2020.

~~The~~(2) ~~following~~Appointed ~~table~~President, ~~sets~~Secretary, ~~forth~~Treasurer ~~director~~and ~~compensation~~a ~~for~~Director on July 6, 2020. Appointed as Chairman of the ~~period~~Board ~~From~~of ~~Inception~~Directors ~~(July~~and 5,resigned ~~2016)~~as toSecretary on November 3025, ~~2016:~~2020.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Milena Topolac Tomovic	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(3) Appointed Chief Executive Officer and a Director on November 25, 2020.

~~CERTAIN~~(4) ~~RELATIONSHIPS~~Appointed ~~AND~~Chief ~~RELATED~~Financial ~~TRANSACTIONS~~Officer, Secretary and a Director on November 25, 2020.

~~Milena~~(5) ~~Topolac~~Appointed ~~Tomovic~~Chief ~~will~~Operating ~~not~~Officer ~~be paid for any underwriting services that she performs~~ on ~~our~~November ~~behalf~~25, ~~with respect to this offering~~2020.

~~Other than Ms. Topolac Tomovic’ purchase of founders shares from the Company as stated below, there is nothing of value~~ (~~including money, property, contracts, options or rights of any kind~~6), ~~received~~Appointed orChief toMarketing beOfficer ~~received,~~on byNovember ~~Ms. Topolac Tomovic~~25, ~~directly or indirectly, from the Company~~2020.

22(7) |Appointed Chief Technology Officer on November 25, 2020.

OnEmployment ~~November 15~~Contracts, ~~2016,~~Termination ~~we issued a total~~ of 3Employment,~~000,000~~ ~~shares of restricted common stock to Milena Topolac Tomovic, our sole officer and director~~ Change-in-Control consideration of $3,000. Further, Ms. Topolac Tomovic has advanced funds to us. As of November 30, 2016, Ms. Topolac Tomovic has advanced to us $895. Ms. Topolac Tomovic will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Topolac Tomovic. Ms. Topolac Tomovic will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate sufficient revenues from our operations. The obligation to Ms. Topolac Tomovic does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Topolac Tomovic or the repayment of the funds to Ms. Topolac Tomovic. The entire transaction was oral. We have a verbal agreement with Ms. Topolac Tomovic that, if necessary, she will loan the Company funds to complete the registration process.Arrangements

~~SECURITY~~The ~~OWNERSHIP~~Company OFhas ~~CERTAIN~~no ~~BENEFICIAL~~employment ~~OWNERS~~agreements ~~AND~~with ~~MANAGEMENT~~its officers or any significant employee and did not enter into any employment contracts, termination of employment, or change-in-control arrangements during the year ended December 31, 2020.

~~The~~Potential ~~following~~Payments ~~table~~Upon ~~sets~~Termination forth certain information concerning the number of shares of our common stock owned beneficially as of November 30, 2016 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or ~~(iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.~~Change-in-Control

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of class
Common Stock	Milena Topolac Tomovic Mileve Maric Ajnstajn 72, Novi Beograd, Republic of Serbia 11070	3,000,000 shares of common stock (direct)	100

We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

~~(1)~~Compensation ACommittee ~~beneficial~~Interlocks owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and ~~(ii)~~Insider investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of November 30, 2016, there were 3,000,000 shares of our common stock issued and outstanding.Participation

~~Future~~No ~~sales~~interlocking byrelationship ~~existing~~exists ~~stockholders~~between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

A44 ~~total~~Table of 3,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. Contents

~~There~~Option isExercises no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and ~~that~~Fiscal ~~even~~Year-End ifOption anValue ~~application is filed, there is no guarantee that we will be accepted for quotation.~~ Table

23We |have not issued nor have a stock option plan and as such, there were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2020.

~~PLAN~~Long-Term OFIncentive ~~DISTRIBUTION~~Plans and Awards

WeThere ~~are~~were ~~registering~~no ~~3,000,000~~awards ~~shares~~made ofto ~~our~~a ~~common~~named ~~stock~~executive ~~for~~officer, ~~sale~~under atany long-term incentive plan, as of the ~~price~~end of ~~$0.03~~the ~~per~~fiscal ~~share.~~period ended December 31, 2020.

~~This~~We iscurrently ado ~~self-underwritten~~not ~~offering,~~pay and Ms. Topolac Tomovic, our sole officer and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to her for any ~~shares~~compensation ~~they may sell. There are no plans or arrangements~~ to ~~enter~~our ~~into~~directors ~~any~~serving ~~contracts or agreements to sell the shares with a broker or dealer. In offering the securities~~ on our ~~behalf,~~board ~~she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act~~ of ~~1934~~directors. Ms. Topolac Tomovic will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:

1.Stock Option Grants

~~Our~~The ~~sole~~following ~~officer~~table ~~and~~sets ~~director~~forth isstock ~~not~~option ~~subject~~grants toand acompensation ~~statutory~~for ~~disqualification, as that term is defined in Section 3(a)(39) of~~ the ~~Act,~~fiscal atyear ~~the~~ended ~~time~~December ~~of her participation; and~~31, 2020:

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Milena Topolac Tomovic (1)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Hak Yiu Ng (2)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Huang Zhen Kun (3)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Lau Kit Yan, Mark (4)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Poon To Ming (5)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Wong Ka Hing (6)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Xu Ming (7)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

~~Our~~45 ~~sole~~Table ~~officer and director will not be compensated in connection with her participation by the payment~~ of ~~commissions or other remuneration based either directly or indirectly on transactions in securities; and~~Contents

3. _____________

~~Our~~(1) ~~sole~~Appointed ~~officer~~President, ~~and~~Secretary, ~~director~~Treasurer isand ~~not,~~a ~~nor~~Director ~~will~~on ~~she~~July be5, at2016; ~~the~~resigned ~~time~~from ofall ~~her~~such ~~participation~~positions inon ~~the~~July ~~offering~~6, ~~an associated person of a broker-dealer; and~~2020.

4(2) Appointed President, Secretary, Treasurer and a Director on July 6, 2020. Appointed as Chairman of the Board of Directors and resigned as Secretary on November 25, 2020.

~~Our sole officer and director meets the conditions of paragraph~~ (a3)~~(4)(ii)~~ ofAppointed ~~Rule~~Chief ~~3a4-1~~Executive ofOfficer the Exchange Act, in that she (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and ~~(B) she is not~~ a ~~broker~~Director or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on ~~Paragraphs~~November ~~(a)(4)(i) or (a)(4)(iii). Under Paragraph 3a4-1(a)(4)(iii)~~25, ~~our sole officer and director must restricts her participation to any one or more of the following activities:~~2020.

A(4) Appointed Chief Financial Officer, Secretary and a Director on November 25, 2020.

~~Preparing~~(5) ~~any~~Appointed ~~written~~Chief ~~communication~~Operating orOfficer ~~delivering~~on ~~such~~November ~~communication through the mails or other means that does not involve oral solicitation by her of a potential purchaser; provided~~25, ~~however, that the content of such communication is approved by our sole officer and director;~~2020.

B(6) Appointed Chief Marketing Officer on November 25, 2020.

~~Responding~~(7) toAppointed ~~inquiries~~Chief ofTechnology aOfficer ~~potential~~on ~~purchaser~~November ~~in a communication initiated by the potential purchaser; provided~~25, ~~however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or~~2020.

COption Exercises and Fiscal Year-End Option Value Table.

~~Performing~~There ~~ministerial~~were ~~and~~no ~~clerical~~stock ~~work~~options ~~involved~~exercised inby ~~effecting~~the ~~any~~named ~~transaction~~executive officers as of the end of the fiscal period ended December 31, 2020.

~~Our~~Long-Term ~~sole~~Incentive ~~officer~~Plans and ~~director does not intend to purchase any shares in this offering.~~Awards

~~This~~There ~~offering~~were ~~is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result,~~ no ~~broker~~awards ~~for~~made ~~the~~to ~~sale of our securities will be used. In the event~~ a ~~broker-dealer~~named isexecutive ~~retained by us to participate in the offering~~officer, weunder ~~must~~any ~~file a post~~long-~~effective~~term ~~amendment~~incentive ~~to the registration statement to disclose the arrangements with the broker-dealer~~plan, ~~and that the broker-dealer will be acting~~ as anof ~~underwriter and will be so named in~~ the ~~prospectus.~~end ~~Additionally, FINRA must approve the terms~~ of the ~~underwriting~~fiscal ~~compensation~~period ~~before~~ended ~~the~~December ~~broker-dealer~~31, ~~may participate in the offering~~2020.

ToOther the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.Compensation

WeThere are ~~subject~~no toannuity, ~~applicable~~pension ~~provisions~~or ofretirement ~~the~~benefits ~~Exchange~~proposed ~~Act~~to ~~and~~be ~~the~~paid ~~rules~~to ~~and~~officers, ~~regulations~~directors, ~~under~~or ~~it,~~employees ~~including,~~of ~~without~~our ~~limitation,~~company ~~Rule~~in ~~10b-5~~the ~~and~~event aof ~~distribution~~retirement ~~participant~~at ~~under~~normal ~~Regulation~~retirement M.date ~~All~~as ofthere ~~the~~was ~~foregoing~~no ~~may~~existing ~~affect~~plan as of the ~~marketability~~end of the ~~common~~fiscal ~~stock~~year ended December 31, 2020, provided for or contributed to by our company.

~~All~~DIRECTOR ~~expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us.~~ COMPENSATION

24The |following table sets forth director compensation or the fiscal year ended December 31, 2020:

Penny Stock Regulations

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total ($)

Milena Topolac Tomovic (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Hak Yiu Ng (2)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Huang Zhen Kun (3)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Lau Kit Yan, Mark (4)		-0-		-0-		-0-		-0-		-0-		-0-		-0-

~~You~~______________ should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

~~Procedures~~(1) ~~for~~Appointed ~~Subscribing~~President, Secretary, Treasurer and a Director on July 5, 2016; resigned from all such positions on July 6, 2020.

If(2) ~~you~~Appointed ~~decide~~President, toSecretary, ~~subscribe~~Treasurer ~~for~~and ~~any~~a ~~shares~~Director inon ~~this~~July ~~offering~~6, ~~you~~2020. ~~must~~Appointed as Chairman of the Board of Directors and resigned as Secretary on November 25, 2020.

-(3) Appointed Chief Executive Officer and a Director on November 25, 2020.

~~execute~~(4) ~~and~~Appointed ~~deliver~~Chief aFinancial ~~subscription~~Officer, ~~agreement;~~Secretary and a Director on November 25, 2020.

-We currently do not pay any compensation to our directors for serving on our board of directors.

~~deliver~~46 aTable ~~check~~of ~~or certified funds to us for acceptance or rejection.~~Contents

~~All~~Narrative ~~checks for subscriptions must be made payable~~ to ~~“Folkup~~Director ~~Development~~Compensation ~~Inc.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers.~~ Table

~~Right~~The following is a narrative discussion of the material information that we believe is necessary to ~~Reject~~understand ~~Subscriptions~~the information disclosed in the previous table.

WeNo ~~have~~compensation ~~the~~solely ~~right to accept or reject subscriptions~~ in ~~whole~~his orcapacity inas ~~part,~~a ~~for~~director ~~any~~of ~~reason~~the ~~or for no reason~~Company. All ~~monies~~travel ~~from~~and ~~rejected~~lodging ~~subscriptions~~expenses ~~will~~associated bewith ~~returned~~corporate ~~immediately~~matters byare usreimbursed toby ~~the subscriber~~us, ~~without~~if ~~interest~~and orwhen ~~deductions~~incurred. ~~Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.~~

~~DESCRIPTION~~SECURITY OWNERSHIP OF ~~SECURITIES~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~GENERAL~~The following table lists, as of March 25, 2021, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

~~Our~~The ~~authorized~~percentages ~~capital~~below ~~stock~~are ~~consists~~calculated ofbased ~~75,000,000~~on ~~shares of common stock, par value $0.001 per share. As of November 30, 2016, there were~~ 3,~~000~~800,000 shares of our common stock issued and outstanding ~~those~~as ~~were~~March ~~held~~25, by2021. ~~one~~We ~~registered~~do ~~stockholder~~not ofhave ~~record~~any ~~and no shares of preferred stock issued and~~ outstanding. ~~Our~~warrant, ~~sole~~options ~~officer~~or ~~and~~other ~~director,~~securities ~~Milena~~exercisable ~~Topolac~~for ~~Tomovic~~or ~~owns~~convertible ~~all~~into ~~3,000,000~~ shares of our common stock ~~currently issued and outstanding~~.

COMMON STOCK

Title of Class	Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)

Common Stock	Hak Yiu Ng (3)		7,607,408		77.6	%
Common Stock	Huang Zhen Kun (4)		230,371		2.3	%
Common Stock	Lau Kit Yan, Mark (5)		172,788		1.7	%
Common Stock	Poon To Ming (6)		34,788	*
Common Stock	Wong Ka Hing Andrew (7)		74,870	*
Common Stock	Xu Ming (8)		74,870	*
All directors and executive officers as a group (6 persons)			8,195,095		83.6	%

~~The~~______________ ~~following is a summary of the material rights and restrictions associated with our common stock.~~

~~The holders of our common stock currently have~~ (i1) ~~equal~~As ~~ratable~~of ~~rights~~November to25, ~~dividends~~2020, ~~from~~we ~~funds~~had ~~legally available therefore~~9, ~~when~~800,000 asshares ~~and if declared by the Board~~ of ~~Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of~~ common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may voteoutstanding. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

25(2) |Unless otherwise noted, the address of each person listed is c/o Folkup Development Inc., Unit 17-18, 23/F, Metropole Square, 2 On Yiu Street, Sha Tin, New Territories, Hong Kong, and our telephone number is +852 3487-6330.

~~REFERRED~~(3) ~~STOCK~~Appointed President, Secretary, Treasurer and a Director on July 6, 2020. Appointed as Chairman of the Board of Directors and resigned as Secretary on November 25, 2020.

We(4) doAppointed ~~not~~Chief ~~have~~Executive anOfficer ~~authorized~~and ~~class~~a ofDirector ~~preferred~~on ~~stock.~~November 25, 2020.

~~WARRANTS~~(5) Appointed Chief Financial Officer, Secretary and a Director on November 25, 2020.

We(6) ~~have~~Appointed ~~not~~Chief ~~issued~~Operating ~~and~~Officer doon ~~not~~November ~~have~~25, ~~any outstanding warrants to purchase shares of our common stock~~2020.

~~OPTIONS~~(7) Appointed Chief Marketing Officer on November 25, 2020.

We(8) ~~have~~Appointed ~~not~~Chief ~~issued~~Technology ~~and~~Officer doon ~~not~~November ~~have~~25, ~~any outstanding options to purchase shares of our common stock~~2020.

~~CONVERTIBLE~~*Less ~~SECURITIES~~than 1%.

We47 ~~have~~Table ~~not issued and do not have any outstanding securities convertible into shares~~ of ~~our common stock or any rights convertible or exchangeable into shares of our common stock.~~ Contents

~~DIVIDEND~~ITEM ~~POLICY~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

WeRelated ~~have~~Party never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.Transactions

~~INDEMNIFICATION~~On November 25, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Powertech Holdings Company Limited, a British Virgin Islands corporation (“Powertech Holdings”), and the holders of common shares of Powertech Holdings. The holders of the common stock of Powertech Holdings consisted of 48 stockholders.

Under ~~our~~the ~~Articles~~terms ~~of Incorporation~~ and ~~Bylaws~~conditions of the ~~corporation,~~Share weExchange ~~may~~Agreement, ~~indemnify~~the anCompany ~~officer~~offered, orsold ~~director~~and ~~who~~issued ~~is made a party to any proceeding~~6, ~~including a lawsuit~~000,000 ~~because~~shares of ~~her~~common ~~position,~~stock ifin ~~she~~consideration ~~acted~~for inall ~~good~~the ~~faith~~issued and inoutstanding ashares ~~manner she reasonably believed to be~~ in ~~our~~Powertech ~~best interest~~Holdings. WeHak ~~may~~Yiu ~~advance~~Ng, ~~expenses incurred in defending a proceeding. To~~ the ~~extent~~Company’s ~~that~~sole ~~the~~ officer orand director, is ~~successful on~~ the ~~merits~~beneficial inholder aof ~~proceeding as to which she is to be indemnified~~4,000,000 wecommon ~~must indemnify her against all expenses incurred~~shares, ~~including~~or ~~attorney's fees~~76. ~~With respect to a derivative action~~8%, ~~indemnity~~of ~~may~~the beissued ~~made~~and ~~only~~outstanding ~~for~~shares ~~expenses~~of ~~actually~~Powertech ~~and~~Holdings. ~~reasonably~~The ~~incurred~~effect inof ~~defending~~ the ~~proceeding,~~issuance ~~and~~of if the ~~officer~~6,000,000 orshares ~~director~~issued isunder ~~judged~~the ~~liable,~~Share ~~only~~Exchange byAgreement arepresents ~~court order~~61.2% ~~The~~of ~~indemnification is intended to be to~~ the ~~fullest~~issued ~~extent~~and ~~permitted~~outstanding byshares ~~the laws~~ of ~~the~~common ~~State~~stock of ~~Nevada.~~the Company.

~~Regarding~~Immediately ~~indemnification~~prior ~~for~~to ~~liabilities~~the ~~arising~~closing of the transactions under the ~~Securities~~Share ~~Act~~Exchange Agreement, Mr. Ng was the holder of ~~1933~~3,000,000 ~~which~~shares ~~may~~of becommon ~~permitted~~stock, or 78.9%, of the issued and outstanding shares of common stock of the Company. Giving effect to ~~directors~~the orclosing ~~officers~~of the transactions under ~~Nevada~~the ~~law~~Share Exchange Agreement, weMr. ~~are~~Ng ~~informed~~acquired ~~that~~4,607,408 inshares ~~the~~of ~~opinion~~common stock of the ~~Securities~~Company, ~~and~~by ~~Exchange~~virtue ~~Commission,~~of ~~indemnification~~his is76.8% ~~against~~beneficial ~~public~~ownership ~~policy~~of Powertech Holdings. The remaining 47 common shareholders of Powertech Holdings acquired 1,392,592 asshares ~~expressed~~of incommon stock under the ~~Act~~Share ~~and~~Exchange isAgreement, ~~therefore,~~by ~~unenforceable~~virtue of their aggregate of 23.2% beneficial ownership of Powertech Holdings.

~~INTERESTS~~Giving OFeffect ~~NAMED~~to ~~EXPERTS~~the ~~AND~~transactions ~~COUNSEL~~under the Share Exchange Agreement, Mr. Ng is now the beneficial holder of 7,607,408 shares of common stock, or 77.6%, of the issued and outstanding shares of common stock of the Company.

NoAs ~~expert~~a orresult ~~counsel named in this prospectus as having prepared or certified any part~~ of ~~this Prospectus or having given an opinion upon~~ the ~~validity~~share ~~of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis~~exchange, orPowertech ~~had,~~Holdings or is tonow ~~receive, in connection with the offering,~~ a ~~substantial~~wholly-owned ~~interest~~subsidiary ~~directly~~of ~~or indirectly, in~~ the Company ~~or any of its parents or subsidiaries~~. ~~Nor was any such person connected with Folkup Development Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.~~

Effective November 25, 2020, the Company entered into an Exclusive Patent License Agreement with Fushan Baohua Renewable Energy Co Ltd (PRC) (“Fushan Baohua”), an entity duly formed and existing under the laws of the People’s Republic of China (the “Fushan Baohua License Agreement”), pursuant to which the Company has licensed from Fushan Baohua the patents for the technology underlying Liftable Soar Pergola, Expandable Soar Pergola and Foldable Solar Pergola products of the Company. The term of the Fushan Baohua License Agreement is for the terms of the underlying patents and covers all counties and territories in the world. The Liftable Soar Pergola patent expires on August 5, 2029, the Expandable Soar Pergola patent expires on August 2, 2029, and the Foldable Solar Pergola patent expires on August 2, 2029. The Company paid consideration of $10.00 for entering into the Fushan Baohua License Agreement. Fushan Baohua is controlled by Hak Yiu Ng, the President, Chairman of the Board of Directors and majority stockholder of the Company.

Effective November 25, 2020, the Company entered into an Exclusive Patent License Agreement with PowerWatt Engineering Co. Ltd. (“PowerWatt Engineering”), an entity duly formed an existing under the laws of Hong Kong, pursuant to which the Company has licensed from PowerWatt Engineering the patents for the technology underlying the Foldable Solar Pergola, The Solar Photovoltaic Sunlight House, and RPP Ballast Solar System products of the Company. The term of the PowerWatt Engineering License Agreement is for the terms of the underlying patents and covers all territories in the world. The Foldable Solar Pergola patent expires on November 26, 2028, the Solar Photovoltaic Sunlight House patent registered in China expires on March 7, 2029, and registered in Hong Kong expires on August 2, 2027, and the RPP Ballast Solar System registered in China expires on March 7, 2029, and registered in Hong Kong expires on August 5, 2027. The Company paid consideration of $10.00 for entering into the PowerWatt Engineering License Agreement. PowerWatt Engineering is controlled by Hak Yiu Ng, the President, Chairman of the Board of Directors and majority stockholder of the Company.

Table of Contents

Director Independence

Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our board of directors has not separately designated and standing committees. Accordingly, the duties customarily performed by an audit committee, compensation committee, and governance and nominating committee are performed by our board of directors.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $25,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

~~BHARAT~~The ~~PARIKH & ASSOCIATES, our independent registered public accounting firm, has audited our~~ financial statements included in this ~~prospectus~~Prospectus ~~and~~for ~~registration statement to~~ the ~~extent~~years ~~and~~ended ~~for~~December ~~the~~31, ~~periods~~2020 ~~set~~and ~~forth~~2019 inhave ~~their~~been ~~audit~~audited ~~report.~~by ~~BHARAT~~JP ~~PARIKH~~Centurion & ~~ASSOCIATES~~Partners ~~has~~PLT, ~~presented~~and ~~its report with respect to our audited financial statements. Such financial statements~~ are included in ~~this prospectus in~~ reliance upon ~~the~~such report ~~of such firm~~ given upon ~~their~~the authority of said firm as experts in ~~accounting~~auditing and ~~auditing~~accounting.

~~LEGAL~~Unless ~~MATTERS~~otherwise indicated in the applicable prospectus supplement, Law Offices of Thomas Puzzo, PLLC, will provide opinions regarding the validity of the shares of our Common Stock. Law Offices of Thomas Puzzo, PLLC may also provide opinions regarding certain other matters. Any underwriters will also be advised about legal matters by their own counsel, which will be named in the prospectus supplement.

~~Mont~~DISCLOSURE E.OF ~~Tanner~~COMMISSION ~~has~~POSITION ~~opined~~ON ~~on the validity of the shares of common stock being offered hereby.~~INDEMNIFICATION

26FOR |SECURITIES ACT LIABILITIES

~~AVAILABLE~~Our ~~INFORMATION~~Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

WeInsofar ~~have~~as ~~not~~indemnification ~~previously~~for ~~been~~liabilities ~~required~~arising tounder ~~comply with~~ the ~~reporting requirements of the~~ Securities ~~Exchange~~ Act. Weof ~~have~~1933 ~~filed~~may ~~with~~be ~~the~~permitted ~~SEC a registration statement on Form S-1~~ to ~~register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus~~directors, ~~you~~officers ~~may~~or ~~refer~~persons tocontrolling the ~~registration~~Company ~~statement~~pursuant ~~and~~ to ~~the~~provisions ~~exhibits filed as a part~~ of the ~~registration~~State ~~statement.~~of ~~In addition~~Nevada, ~~after~~ the ~~effective~~Company ~~date~~has ofbeen ~~this~~informed ~~prospectus~~that, wein ~~will be required to file annual, quarterly and current reports, or other information with~~ the ~~SEC~~opinion asof ~~provided by~~ the Securities ~~Exchange Act. You may read~~ and ~~copy~~Exchange ~~any reports~~Commission, ~~statements~~such orindemnification ~~other~~is ~~information~~against ~~we file at the SEC’s~~ public ~~reference~~policy ~~facility~~as ~~maintained~~expressed byin the ~~SEC~~Act atand ~~100 F Street~~is, ~~N.E.~~therefore, ~~Washington, D~~unenforceable.~~C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.~~

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1, together with all amendments and exhibits, with the SEC. This Prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this Prospectus to any of our contracts or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contracts or documents. You may read and copy any document that we file at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC’s website at http://www.sec.gov.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

WeJP Centurion & Partners PLT, is our independent registered public accounting firm. There have ~~had~~not nobeen any changes in or disagreements with ~~our~~accountants ~~independent~~on ~~registered~~accounting ~~public~~and ~~accountant~~financial disclosure or any other matter.

~~FINANCIAL~~49 ~~STATEMENTS~~Table of Contents

~~Our~~FOLKUP ~~fiscal~~DEVELOPMENT ~~year end is November 30, 2016~~INC. ~~We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by BHARAT PARIKH & ASSOCIATES.~~

~~Our~~INDEX ~~financial~~TO ~~statements~~FINANCIAL ~~from inception to November 30, 2016, immediately follow:~~STATEMENTS

~~INDEX~~Fiscal TOYears ~~AUDITED~~ended ~~FINANCIAL~~December ~~STATEMENTS~~31, 2020 and 2019 (Audited)

Report of Independent Registered Public Accounting Firm	F-1
Report of Independent Registered Public Accounting Firm – JP Centurion & Partners PLT		F-1
Balance Sheet as of November 30, 2016	F-2
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-2
Statement of Operations from July 5, 2016 (inception) to November 30, 2016	F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019		F-3
Statement of Changes in Stockholder’s Equity from July 5, 2016 (inception) to November 30, 2016	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-5
Statement of Cash Flows from July 5, 2016 (inception) to November 30, 2016	F-5
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2020 and 2019		F-6
Notes to the Audited Financial Statements	F-6
Notes to Consolidated Financial Statements		F-7

27Three |months ended March 31, 2021 and 2020 (Unaudited)

Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020		F-22
Consolidated Statements of Operations for the Three Months ended March 31, 2021 and 2020 (unaudited)		F-23
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2021 and 2020 (unaudited).		F-25
Consolidated Statements of Stockholders’ Deficit for the Three Months ended March 31, 2021 and the year ended December 31, 2020 (unaudited)		F-26
Notes to Condensed Consolidated Financial Statements (unaudited)		F-27

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~To,~~The Board of Director and Stockholder of

The Board of Directors and Shareholders of

Folkup Development Inc.,

State of Nevada,

USA.

We have audited the balance sheet of Folkup Development Inc. as of November 30, 2016, and the related statements of operations, stockholders' equity and cash flows for the period July 05, 2016 (inception) to November 30, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2016, and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America.

For Bharat Parikh & Associates

Chartered Accountants

/s/ CA Bharat Parikh

CA Bharat Parikh

(Senior Partner)

Registered with PCAOB

Date: - 03/16/2017

F-1

28 |

FOLKUP DEVELOPMENT INC.

~~Balance~~Opinion ~~sheet~~on the Financial Statements

ASWe OFhave ~~NOVEMBER~~audited 30the accompanying consolidated balance sheets of Folkup Development Inc. (the ‘Company’) as of December 31, ~~2016~~2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

~~(Audited)~~Going Concern Uncertainty

ASSETS		November 30, 2016
Current Assets
Cash and cash equivalents	$	3,053
Total Current Assets	$	3,053
Total Assets	$	3,053
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Related Party Loans		895
Total Current Liabilities	$	895
Total Liabilities	$	895
Stockholder’s Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 3,000,000 shares issued and outstanding		3,000
Accumulated income (deficit)		(842)
Total Stockholder’s Equity	$	2,158
Total Liabilities and Stockholder’s Equity	$	3,053

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, as of December 31, 2020, the Company has suffered from an accumulated deficit of $1,906,054 and working capital deficit of $1,814,519. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~See~~Basis ~~accompanying~~for ~~notes, which are an integral part of these financial statements~~Opinion

~~F-2~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

29We |conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ JP CENTURION & PARTNERS, PLT

JP CENTURION & PARTNERS, PLT

March 31, 2021

We have served as the Company’s auditor since 2020.

Kuala Lumpur, Malaysia

F-2

Table of Contents

FOLKUP DEVELOPMENT INC.

~~Statement~~CONSOLIDATED ofBALANCE ~~operations~~SHEETS

~~FROM~~AS ~~JULY~~OF 5,DECEMBER ~~2016 (INCEPTION) TO NOVEMBER 30~~31, ~~2016~~2020 AND 2019

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

		From July 5, 2016 (Inception) to November 30, 2016
		As of December 31,
	$	-
		2020			2019
Gross Profit
ASSETS
OPERATING EXPENSES
Current assets:
General and Administrative Expenses		842
Cash and cash equivalents		$	160,594			243,641
TOTAL OPERATING EXPENSES		(842)
Accounts and retention receivables			83,169			155,221
NET INCOME (LOSS) FROM OPERATIONS		(842)
Deposits, prepayments and other receivables			1,031,566			95,999
PROVISION FOR INCOME TAXES		-
Purchase deposits			1,800,332			676,090
NET INCOME (LOSS)	$	(842)
Total current assets			3,075,661			1,170,951
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.01)
Non-current assets:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		123,288
Energy assets			285,236			-
Plant and equipment			64,161			21,362
Right-of-use assets			157,379			130,794
Total non-current assets			506,776			152,156
TOTAL ASSETS		$	3,582,437		$	1,323,107
LIABILTIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Contract liabilities		$	2,158,374		$	1,558,161
Accounts payables			1,100,268			-
Accrued liabilities and other payables			129,393			152,299
Operating lease liabilities			88,537			70,375
Borrowings			588,279			-
Amount due to a director			825,329			129,199
Total current liabilities			4,890,180			1,910,034
Non-current liability
Operating lease liabilities			68,961			59,983
Borrowings			180,662			-
TOTAL LIABILITIES			5,139,803			1,970,017
Commitments and contingencies			-			-
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 75,000,000 shares authorized; 9,800,000 and 6,000,000 shares issued and outstanding as of December 31, 2020 and 2019, respectively			9,800			6,000
Additional paid in capital			351,583			351,583
Accumulated other comprehensive loss			(7,120	)		(3,760	)
Accumulated deficit			(1,906,054	)		(1,000,733	)
Total Folk Development Inc. shareholders’ deficit			(1,551,791	)		(646,910	)
Non-controlling interest			(5,575	)		-
			(1,557,366	)		(646,910	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	3,582,437		$	1,323,107

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

F-3 Table of Contents

30 |

FOLKUP DEVELOPMENT INC.

~~Statement~~CONSOLIDATED ofSTATEMENTS ~~changes~~OF ~~in stockholder’s equity~~ OPERATIONS

~~FROM~~AND ~~JULY~~COMPREHENSIVE ~~5, 2016 (INCEPTION) TO NOVEMBER 30, 2016~~ LOSS

~~(Audited)~~FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

	Common Stock		Additional Paid-in	Deficit Accumulated during the Development	Total Stockholders’
	Shares	Amount	Capital	Stage	Equity
Inception, July 5, 2016	-	$ -	$ -	$ -	$ -
Shares issued for cash at $0.001 per share on November 15, 2016	3,000,000	3,000	-	-	3,000
Net income for the period ended November 30, 2016	-	-	-	(842)	(842)
Balance, November 30, 2016	3,000,000	$ 3,000	$ -	$ (842)	$ 2,158

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

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

	Years ended December 31,
	2020			2019

Revenue, net	$	2,593,376			2,150,997

Cost of revenue		(2,050,375	)		(1,805,076	)

Gross profit		543,001			345,921

Operating expenses:
Sales and marketing expenses		(518,481	)		(267,126	)
General and administrative expenses		(912,095	)		(617,005	)
Professional fee		(35,412	)		(61,320	)
Total operating expenses		(1,465,988	)		(945,451	)

Other income (expense):
Interest income		51			231
Sundry income		85,374			358
Interest expense		(69,663	)		-

Total other income		15,762			589

LOSS BEFORE INCOME TAXES		(907,225	)		(598,941	)

Income tax expense		-			-

NET LOSS		(907,225	)		(598,941	)

Net loss attribute to non-controlling interest		5,704			-

Net loss attributable to Folkup Development Inc.		(901,521	)		(598,941	)

Other comprehensive loss:
Foreign currency translation loss		(3,360	)		(3,902	)

COMPREHENSIVE LOSS	$	(910,585	)	$	(602,843	)

Net loss per share – Basic and diluted	$	(0.14	)	$	(0.10	)

Weighted average common shares outstanding – Basic and diluted		6,384,153			6,000,000

~~F-4~~See accompanying notes to consolidated financial statements.

31F-4 |Table of Contents

FOLKUP DEVELOPMENT INC.

~~Statement~~CONSOLIDATED ofSTATEMENTS ~~cash~~OF ~~flows~~CASH FLOWS

~~FROM~~FOR ~~JULY~~THE 5,YEARS ~~2016~~ENDED ~~(INCEPTION)~~DECEMBER TO31, ~~NOVEMBER~~2020 ~~30,~~AND ~~2016~~ 2019

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

	From July 5, 2016 (Inception) to November 30, 2016
		Years ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES
		2020			2019
Net loss for the period	$ (842)
Cash flow from operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities	-
Net loss		$	(907,225	)	$	(598,941	)
CASH FLOWS USED IN OPERATING ACTIVITIES	(842)
Adjustments to reconcile net loss to net cash used in operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Depreciation of energy assets			3,703			-
Proceeds from sale of common stock	3,000
Depreciation of plant and equipment			18,340			6,073
Related Party Loans	895
Depreciation of right-of-use assets			78,953			11,818
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	3,895
Loss on disposal of plant and equipment			-			3,369
NET INCREASE IN CASH	3,053
Change in operating assets and liabilities:
Cash, beginning of period	-
Accounts and retention receivables			72,052			(155,221	)
Cash, end of period	$ 3,053
Deposits, prepayments and other receivables			(935,567	)		(76,502	)
SUPPLEMENTAL CASH FLOW INFORMATION:
Purchase deposits			(1,124,242	)		(316,669	)
Interest paid	$ 0
Contract liabilities			600,213			845,549
Income taxes paid	$ 0
Accounts payables			1,100,268			-
Accrued liabilities and other payables			(22,906)			66,103
Net cash used in operating activities			(1,116,411	)		(214,421	)
Cash flow from investing activities:
Purchase of plant and equipment			(61,052	)		(15,150	)
Purchase of energy assets			(288,940	)		-
Proceeds from disposal of plant and equipment			-			385
Net cash used in investing activities			(349,992	)		(14,765	)
Cash flow from financing activities:
Proceeds from borrowings			768,941			-
Advances from a director			696,259			314,432
Payment of lease liabilities			(78,396	)		(12,252	)
Net cash generated from financing activities			1,386,804			302,180
Effect on exchange rate change on cash and cash equivalents			(3,448	)		(3,937	)
Net change in cash and cash equivalents			(83,047	)		69,057
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			243,641			174,584
CASH AND CASH EQUIVALENTS, END OF YEAR		$	160,594		$	243,641
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for tax		$	-		$	-
Cash paid for interest		$	66,064		$	-

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

F-5 Table of Contents

32 |

FOLKUP DEVELOPMENT INC.

~~Notes~~CONSOLIDATED toSTATEMENTS ~~the~~OF ~~audited~~CHANGES ~~financial~~IN ~~statements~~STOCKHOLDERS’ DEFICIT

~~NOVEMBER~~FOR 30THE YEARS ENDED DECEMBER 31, ~~2016~~ 2020 AND 2019

~~Note~~(Currency 1expressed –in ~~ORGANIZATION~~United ~~AND~~States ~~NATURE~~Dollars OF(“US$”), ~~BUSINESS~~except for number of shares)

FOLKUP DEVELOPMENT INC. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on July 5, 2016. We plan to sell and lease 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 scooter and a two-wheeled hoverboard. The business location is in Beograd, Republic of Serbia.

	Common stock				Additional		Accumulated other			Non-						Total
	No. of shares		Amount		paid in capital		comprehensive (loss) income			controlling interest			Accumulated deficit			stockolder’s deficit

Balance as of January 1, 2019 (restated)		6,000,000	$	6,000	$	351,583	$	142		$	-		$	(401,792	)	$	(44,067	)
											-
Foreign currency translation adjustment		-		-		-		(3,902	)		-			-			(3,902	)
Net loss for the year		-		-		-		-			-			(598,941	)		(598,941	)

Balance as of December 31, 2019		6,000,000	$	6,000	$	351,583	$	(3,760	)	$	-		$	(1,000,733	)	$	(646,910	)

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

Shares issued for acquisition of legal acquirer		3,800,000		3,800		-		-			-			(3,800	)		-
Non-controlling interest from investment in a subsidiary		-		-		-		-			129			-			129
Foreign currency translation adjustment		-		-		-		(3,360	)		-			-			(3,360	)
Net loss for the year		-		-		-		-			(5,704	)		(901,521	)		(907,225	)

Balance as of December 31, 2020		9,800,000	$	9,800	$	351,583	$	(7,120	)	$	(5,575	)	$	(1,906,054	)	$	(1,557,366	)

~~Note~~See 2accompanying –notes ~~GOING~~to ~~CONCERN~~consolidated financial statements.

~~The~~F-6 ~~accompanying~~Table ~~financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation~~ of the Company as a going concern. However, the Company had no revenues from July 5, 2016 (inception) through November 30, 2016. The Company currently has loses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.Contents

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 Company’s yearend is November 30.

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 $3,053 of cash as of November 30, 2016.

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had no inventory as of November 30, 2016.

F-6

33 |

FOLKUP DEVELOPMENT INC.

~~Notes~~NOTES toTO ~~the~~CONSOLIDATED ~~audited~~FINANCIAL ~~financial statements~~STATEMENTS

~~NOVEMBER~~FOR 30THE YEARS ENDED DECEMBER 31, ~~2016~~ 2020 AND 2019

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

~~The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets~~1. ~~Expenditures~~DESCRIPTION ~~for~~OF ~~maintenance~~BUSINESS ~~and~~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. ORGANIZATION

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

~~Accounts~~On ~~Payable~~November ~~discloses~~25, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Powertech Holdings Company Limited (“PHCL”), a limited liability company incorporated in British Virgin Islands, and its shareholders. Pursuant to athe ~~creditor~~Share Exchange Agreement, ~~carried~~the onshareholders ~~open~~of ~~account~~PHCL agree to sell its aggregate of 5,209,000 ~~usually~~ordinary ~~for~~shares ~~purchases~~representing 100% of ~~goods~~the issued and ~~services~~outstanding ordinary shares of PHCL. ~~The~~As ~~Company~~consideration, ~~had~~the $0shareholders inof ~~accounts~~PHCL ~~payable~~were asreceived 6,000,000 shares of ~~November~~the 30Company’s common stock, ~~2016~~at a value of $4.5 per share, for an aggregate value of $27 million.

~~Fair~~Because ~~Value~~the Company is a shell company, PHCL will comprise the ongoing operations of ~~Financial~~the ~~Instruments~~combined entity and its senior management will serve as the senior management of the combined entity, PHCL 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 PHCL, and the Company’s assets, liabilities and results of operations will be consolidated with PHCL beginning on the acquisition date. PHCL 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 (PHCL). 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.

ASOn ~~topic~~November ~~820~~25, ~~"Fair~~2020, ~~Value~~the ~~Measurements~~Company’s ~~and~~Board ~~Disclosures"~~of ~~establishes~~Directors approved a ~~three-tier~~change ~~fair~~in ~~value~~its ~~hierarchy,~~fiscal ~~which~~year ~~prioritizes~~end ~~the~~from ~~inputs~~November in30 ~~measuring~~to ~~fair~~December ~~value.~~31, ~~The~~effective ~~hierarchy~~beginning ~~prioritizes~~with the ~~inputs~~Company’s ~~into~~next ~~three~~fiscal ~~levels~~year, ~~based~~which onwill ~~the~~now ~~extent~~begin toon ~~which~~January ~~inputs~~1, ~~used~~2021 inand ~~measuring~~end ~~fair~~on ~~value~~December ~~are~~31, ~~observable~~2021 in (the ~~market~~“New Fiscal Year”).

~~These~~Description ~~tiers~~of ~~include:~~subsidiaries

Level 1:	defined as observable inputs such as quoted prices in active markets;
Name		Place of incorporation and kind of legal entity	Principal activities	Particulars of registered/ paid up share capital	Effective interest held
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Powertech Holdings Company Limited		British Virgin Islands	Investment holding	5,209,000 ordinary shares at par value of US$0.0001	100%
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Sinopower Holdings International Co. Limited		Hong Kong	Sales and marketing	1,000 ordinary shares for HK$1,000	100%
SinoPower Solar Energy Engineering Co. Limited		Hong Kong	Solar-related projects	10,000 ordinary shares for HK$10,000	100%
SinoPower Holding (Hong Kong) Co. Limited		Hong Kong	Engineering design, installation and construction of solar power system and project development	1,000,000,000 ordinary shares for HK$10,000,001	100%
SolarPower Investment Company Limited (formerly Byconcept Hong Kong Co. Limited)		Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%
SinoPower Solar Energy Co. Limited		Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%
SinoPower Solar Investment Co. Limited		Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%
HongKong Hydroponics Company Limited		Hong Kong	Operation of hydroponics business	10,000 ordinary shares for HK$10,000	90%

The ~~carrying~~Company ~~value of cash~~ and ~~the Company’s loan from shareholder approximates~~ its ~~fair~~subsidiaries ~~value~~are ~~due~~hereinafter referred to ~~their~~as ~~short-term~~(the ~~maturity~~“Company”).

~~Income~~F-7 ~~Taxes~~Table of Contents

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.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the period from July 5, 2016 (inception) to November 30, 2016 were no differences between our comprehensive loss and net loss.

F-7

34 |

FOLKUP DEVELOPMENT INC.

~~Notes~~NOTES toTO ~~the~~CONSOLIDATED ~~audited~~FINANCIAL ~~financial statements~~STATEMENTS

~~NOVEMBER~~FOR 30THE YEARS ENDED DECEMBER 31, ~~2016~~ 2020 AND 2019

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

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2~~) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured~~. ~~Determination~~GOING ofCONCERN criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Since inception to November 30, 2016, the Company has generated no revenue. UNCERTAINTIES

~~Basic~~The ~~Income~~accompanying ~~(Loss)~~consolidated ~~Per~~financial ~~Share~~statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company ~~computes~~has ~~income~~suffered ~~(loss)~~from ~~per~~a ~~share~~working incapital ~~accordance~~deficit ~~with~~and ~~FASB~~an ~~ASC~~accumulated ~~260~~deficit ~~“Earnings~~of ~~per~~$1,814,519 ~~Share”.~~and ~~Basic~~$1,906,054 ~~loss~~at ~~per~~December ~~share~~31, is2020, ~~computed~~respectively. byThe ~~dividing~~Company ~~net~~incurred ~~income~~a (continuous loss) ~~available~~of to$907,225 ~~common~~during ~~shareholders~~the byyear ~~the~~ended ~~weighted~~December ~~average~~31, ~~number~~2020. ofIn ~~outstanding~~addition, ~~common~~with ~~shares~~respect ~~during~~to the ~~period.~~ongoing ~~Diluted~~and ~~income~~evolving coronavirus (~~loss~~COVID-19) ~~per~~outbreak, ~~share~~which ~~gives~~was ~~effect~~designated toas ~~all~~a ~~dilutive~~pandemic ~~potential~~by ~~common~~the ~~shares~~World ~~outstanding~~Health ~~during~~Organization ~~the~~on ~~period. Dilutive~~March ~~loss~~11, ~~per~~2020, ~~share~~the ~~excludes~~outbreak ~~all~~has ~~potential~~caused ~~common~~substantial ~~shares~~disruption ifin ~~their~~international ~~effect~~economies isand ~~anti-dilutive.~~global ~~For~~trades ~~the~~and ~~period~~if ~~from~~repercussions ~~July~~of 5,the ~~2016~~outbreak ~~(inception)~~are ~~to November 30~~prolonged, ~~2016~~could ~~there~~have ~~were~~a nosignificant ~~potentially~~adverse ~~dilutive~~impact ~~debt~~on orthe ~~equity~~Company’s ~~instruments issued or outstanding~~business.

~~Stock-Based~~The ~~Compensation~~continuation of the Company as a going concern through December 31, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

~~Stock-based~~These ~~compensation~~and isother ~~accounted~~factors ~~for~~raise atsubstantial ~~fair~~doubt ~~value~~about inthe ~~accordance~~Company’s ~~with~~ability ~~ASC~~to ~~Topic~~continue ~~718~~as a going concern. To ~~date,~~These ~~the~~consolidated ~~Company~~financial ~~has~~statements do not ~~adopted~~include aany ~~stock~~adjustments ~~option~~to ~~plan~~reflect the possible future effects on the recoverability and ~~has~~classification of assets and liabilities that may result in the Company not ~~granted~~being ~~any~~able ~~stock~~to ~~options~~continue as a going concern.

~~Recent~~3. ~~Accounting~~SUMMARY ~~Pronouncements~~OF SIGNIFICANT ACCOUNTING POLICIES

WeThe ~~have~~accompanying ~~reviewed~~consolidated ~~all~~financial ~~the~~statements ~~recently~~reflect ~~issued,~~the ~~but~~application ~~not~~of ~~yet~~certain ~~effective,~~significant accounting ~~pronouncements~~policies ~~and~~as wedescribed doin ~~not~~this ~~believe~~note ~~any~~and ofelsewhere ~~these~~in ~~pronouncements~~the ~~will~~accompanying ~~have~~consolidated afinancial ~~material~~statements ~~impact~~and ~~on the Company~~notes.

~~Note~~· 4Basis –of ~~FIXED ASSETS~~presentation

AsThese ofaccompanying ~~November~~consolidated ~~30,~~financial ~~2016~~statements ~~there~~have ~~was~~been noprepared ~~purchase~~in accordance with generally accepted accounting principles in the United States of ~~equipment~~America (“US GAAP”).

~~Note~~· 5Use –of ~~LOAN~~estimates ~~FROM~~and ~~DIRECTOR~~assumptions

~~During~~In ~~the~~preparing ~~period~~these ~~from~~consolidated ~~July~~financial 5statements, ~~2016~~management ~~(Inception)~~makes toestimates ~~November~~and ~~30,~~assumptions ~~2016,~~that ~~our~~affect ~~sole~~the ~~director~~reported ~~has~~amounts ~~loaned~~of toassets and liabilities in the ~~Company~~balance ~~$895.~~sheet ~~This~~and ~~loan~~revenues isand ~~unsecured,~~expenses ~~non-interest~~during ~~bearing~~the ~~and~~years ~~due~~reported. onActual ~~demand~~results may differ from these estimates.

~~The~~· ~~balance~~Basis ~~due to the director was $895 as~~ of ~~November 30, 2016.~~consolidation

FThe consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-8company balances and transactions within the Company have been eliminated upon consolidation.

35· |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 December 31, 2020 and 2019, there was no allowance for doubtful accounts.

Included in accounts receivables and retention receivables of $76,784 and $6,385 as of December 31, 2020 and 2019, respectively. Retention receivables are interest-free and recoverable at the end of the retention period of one to two years.

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FOLKUP DEVELOPMENT INC.

~~Notes~~NOTES toTO ~~the~~CONSOLIDATED ~~audited~~FINANCIAL ~~financial statements~~STATEMENTS

~~NOVEMBER~~FOR 30THE YEARS ENDED DECEMBER 31, ~~2016~~2020 AND 2019

~~Note~~(Currency 6expressed –in ~~COMMON~~United ~~STOCK~~States Dollars (“US$”), except for number of shares)

·	Purchase deposits

Purchase deposits represent deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when materials are received by the Company.

·	Energy assets

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

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

·	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
Office equipment		5 years
Furniture and fixtures		5 years
Leasehold improvements		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.

·	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as energy assets and plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

·	Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”) as of January 1, 2020 using the modified retrospective method. This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2020, and to its existing contracts for which revenue earned through December 31, 2019 has been recognized under the guidance in effect prior to the effective date of ASC 606. The revenue recognition processes the Company applied prior to adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity.

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

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

The Company recognizes revenue when or as it satisfies a performance by transferring a good or service to the customer at a point in time, generally upon the completion of the projects under fixed price contracts. Under these fixed price contracts, the Company receives an agreed-upon amount for providing products and services specified in the contract, a profit or loss is recognized depending on whether actual costs are more or less than the agreed upon amount. Revenue from the sale of electricity to an electricity supplier in Hong Kong is recognized at the time the electricity is supplied from the energy assets on the basis of periodic meter readings. Revenues are measured at the fair value of the consideration received or receivable, which is calculated based on the predetermined tariff established by the electricity supplier under certain government program.

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

Contract liabilities primarily related to billings and payments received in advance of revenue recognized. As of December 31, 2020 and 2019, the Company received cash consideration from customers before the performance obligations were satisfied.

·	Cost of revenues

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

Cost of revenues also include the share of electricity revenue generated, and the costs of maintaining and operating the renewable energy assets which owned by the Company, including the depreciation charge.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

·	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 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 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 years ended December 31, 2020 and 2019.

·	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 consolidated statement of operations.

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

Translation of amounts from HKD into US$ has been made at the following exchange rates for the years ended December 31, 2020 and 2019:

	December 31, 2020		December 31, 2019
Year-end HKD:US$ exchange rate		0.12898		0.12840
Annual average HKD:US$ exchange rate		0.12892		0.12762

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

·	Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

·	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 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.

·	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 consolidated financial statements. For the years ended December 31, 2020 and 2019, the Company operates in one reportable operating segment in project construction. Since the fourth quarter of 2020, the Company has commenced the sale of electricity through the energy assets.

Leases

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

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

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

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

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

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

·	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

·	Related parties

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

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

The 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 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.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

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

·	Fair value of financial instruments

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

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

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

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts and retention receivables, deposits, prepayments and other receivables, amount due from a director, contract assets and liabilities, accrued liabilities and other payables, operating lease liabilities and amount due to a director, approximate their fair values because of the short maturity of these instruments.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

·	Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently Adopted Accounting Standards

In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash. Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year. The Company adopted the new guidance effective January 1, 2020. The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020. As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption.

In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test. Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount; if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize. Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required. Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit. The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests.

Accounting Standards Not Yet Adopted as of December 31, 2020

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

4. ENERGY ASSETS

Energy assets consisted of the following:

	As of December 31,
	2020			2019

Energy assets	$	288,940		$	-
Less: accumulated depreciation		(3,703	)		-
Less: foreign translation difference		(1	)		-
	$	285,236		$	-

Depreciation expense for the years ended December 31, 2020 and 2019 were $3,703 and $0, respectively.

5. PLANT AND EQUIPMENT

Plant and equipment consisted of the following:

	As of December 31,
	2020			2019

Office equipment	$	21,668		$	15,638
Furniture and fixtures		18,178			14,827
Leasehold improvement		51,671			-
Foreign translation difference		225			88
		91,742			30,553
Less: accumulated depreciation		(27,478	)		(9,138	)
Less: foreign translation difference		(103	)		(53	)
	$	64,161		$	21,362

Depreciation expense for the years ended December 31, 2020 and 2019 were $18,340 and $6,073, respectively.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

6. AMOUNT DUE TO A DIRECTOR

As of December 31, 2020 and 2019, the Company’s director, Mr. Ng made temporary advances to the Company for its working capital, which is unsecured, interest-free and has no fixed terms of repayment.

7. LEASE

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

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

	As of December 31
	2020		2019

Right-of-use assets	$	157,379	$	130,794

The lease liability – right of use is as follows:

	As of December 31
	2020		2019

Current portion	$	88,537	$	70,375
Non-current portion		68,961		59,983

Total	$	157,498	$	130,358

The weighted average discount rate for the operating lease is 2.75%.

As of December 31, 2020, the operating lease payment of $157,498 will become matured in the next 12 months.

8. BORROWINGS

As of December 31, 2020, the borrowings consisted of the followings:

	As of December 31
	2020		2019

Bank loans	$	253,005	$	-
Other borrowings		515,936		-

Total	$	768,941	$	-

Current portion	$	588,279	$	-
Non-current portion		180,662		-

Total	$	768,941	$	-

The borrowings are due to two financial institutions in Hong Kong which are repayable in a term of 1 to 3 years, with 12 to 36 monthly installments at interest rate ranging from 2.75% to 20.25% per annum.

At December 31, 2020, the borrowings of the Company were secured by:

●

Personal guarantee by the directors of the Company; and

●

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

9. STOCKHOLDERS’ DEFICIT

Common stock

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

On November 1525, ~~2016~~2020, the Company issued 36,000,000 shares of its common stock to aconsummate ~~director~~the ~~for~~reverse ~~cash~~acquisition ~~proceeds~~with ofPowertech ~~$3,000~~Holdings atCompany $0Limited.~~001 per share.~~

~~There~~As ~~were~~of 3December 31,~~000~~ 2020, the Company has a total of 9,800,000 shares of its common stock issued and outstanding ~~as of November 30, 2016~~.

~~Note~~F-17 7Table –of ~~COMMITMENTS AND CONTINGENCIES~~Contents

Milena Topolac Tomovic, 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.

Note 8 – 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 November 30, 2016 the Company had net operating loss carry forwards of approximately $842 that may be available to reduce future years’ taxable income in varying amounts through 2031. 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 November 30, 2016 was approximately $286. The net change in valuation allowance during the year ended November 30, 2016 was $286. 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 November 30, 2016. All tax years since inception remains open for examination by taxing authorities.

The provision for Federal income tax consists of the following:

		From July 5, 2016 (Inception) to November 30, 2016
Non-current deferred tax assets:
Net operating loss carry forward	$	(842)
Valuation allowance	$	842
Net deferred tax assets	$	-

F-9

36 |

FOLKUP DEVELOPMENT INC.

~~Notes~~NOTES toTO ~~the~~CONSOLIDATED ~~audited~~FINANCIAL ~~financial statements~~STATEMENTS

~~NOVEMBER~~FOR 30THE YEARS ENDED DECEMBER 31, ~~2016~~2020 AND 2019

~~The~~(Currency ~~actual~~expressed ~~tax~~in ~~benefit~~United atStates ~~the~~Dollars ~~expected~~(“US$”), ~~rate~~except ~~of 34% differs from the expected tax benefit~~ for ~~the~~number ~~year~~of ~~ended November 30, 2016 as follows:~~shares)

		From July 5, 2016 (Inception) to November 30, 2016
Computed “expected” tax expense (benefit)	$	(286)
Change in valuation allowance	$	286
Actual tax expense (benefit)	$	-

10. LOSS PER SHARE

~~Note~~Net 9loss –per ~~SUBSEQUENT~~share ~~EVENTS~~is provided in accordance with FASB ASC 260-10, “Earnings per share”. Basic net income (loss) per common share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

InThe ~~accordance~~following ~~with~~table ~~SFAS~~sets ~~165~~forth ~~(ASC 855-10)~~ the ~~Company~~computation ~~has~~of ~~analyzed~~basic ~~its~~and ~~operations~~diluted ~~subsequent~~net toloss ~~November~~per ~~30,~~share ~~2016~~for to the ~~date~~years ~~these~~ended ~~financial~~December ~~statements were issued~~31, 2020 and ~~has determined that it does not have any material subsequent events to disclose in these financial statements.~~2019:

F-10

	Years ended December 31
	2020			2019

Net loss for the year	$	907,225		$	598,941

Weighted average common shares outstanding:
-Basic and diluted		6,384,153			6,000,000

Net loss per share
-Basic and diluted	$	(0.14	)	$	(0.10	)

3711. |INCOME TAX

The Company is subject to taxes in the governing jurisdictions in which its subsidiaries operate. The effective tax rate in the period presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows:

United States

The Company is registered in the State of Nevada and is subject to the tax laws of United States.

The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in November 2020.

For the years ended December 31, 2020 and 2019, there was no operation in the United States of America.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

BVI

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

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows:

	Years ended December 31,
	2020			2019

Loss before income taxes	$	(907,225	)	$	(598,941	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(149,692	)		(98,825	)
Tax effect of non-deductible items		5,313			1,171
Tax effect of non-taxable items		(3,769	)		(2,890	)
Net operating loss		148,148			100,544
Income tax expense	$	-		$	-

The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2020 and 2019:

	As of December 31,
	2020			2019

Deferred tax assets:
Net operating loss carryforwards
- United States	$	-		$	-
- Hong Kong		148,148			100,544

		148,148			100,544
Less: valuation allowance		(148,148	)		(100,544	)
Deferred tax assets, net	$	-		$	-

As of December 31, 2020, the Company has provided for a full valuation allowance against the deferred tax assets of $148,148 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

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FOLKUP DEVELOPMENT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

12. PENSION COSTS

The Company is required to make contribution to their employees under a government mandatory defined contribution scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2020 and 2019, $32,523 and $17,942 contributions were made accordingly.

13. RELATED PARTY TRANSACTIONS

From time to time, the director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.

For the years ended December 31, 2020 and 2019, the Company purchased the materials totaling $124,061 and $1,205,571 from its related companies, respectively.

Also, for the years ended December 31, 2020 and 2019, the Company was granted with the right to use the patents to their products at no fee charge by its related companies, which were controlled by the director of the Company. The management determined that such cost was nominal and did not recognize the patent expense in its financial statements.

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

14. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the years ended December 31, 2020 and 2019, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

	Year ended December 31, 2020						December 31, 2020
Customer	Revenues		Percentage of revenues				Accounts receivable

Customer A	$	901,643		35	%		$	32,427
Customer B		504,093		19	%			-

Total:	$	1,405,736		54	%	Total:	$	32,427

	Year ended December 31, 2019						December 31, 2019
Customer	Revenues		Percentage of revenues				Accounts receivable

Customer C	$	336,080		16	%		$	-

Total:	$	336,080		16	%	Total:	$	-

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

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(b) Major vendors

For the year ended December 31, 2020, one vendor represented more than 10% of the Company’s purchases. This vendor accounted for 17% of the Company’s purchases amounting to $349,276 with $487,948 accounts payables at December 31, 2020.

For the year ended December 31, 2019, one vendor, a related company to the Company, accounts for 10% or more of the Company’s purchases. This vendor accounted for 67% of the Company’s purchases amounting to $1,205,571 with $0 account payable at December 31, 2019.

All of the Company’s major vendors are located in Hong Kong and the People’s Republic of China.

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2020, borrowings were at variable interest rates.

(d) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(e) Economic and political risk

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

(f) 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.

15. COMMITMENTS AND CONTINGENCIES

As of December 31, 2020 and 2019, the Company has no material commitments or contingencies.

16. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020, up through the date the Company issued the audited consolidated financial statements. During the period, the Company had no material subsequent events.

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FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

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

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

Total non-current assets		588,538			506,776

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

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

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

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

TOTAL LIABILITIES		210,386			5,139,803

Commitments and contingencies		-			-

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

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

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

See accompanying notes to condensed consolidated financial statements.

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FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three months ended March 31,
	2021			2020

Revenue, net	$	796,301		$	743,166

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

Gross profit		363,626			116,979

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

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

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

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

Income tax expense		-			-

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

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

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

See accompanying notes to condensed consolidated financial statements.

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FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

(Unaudited)

	Three months ended March 31,
	2021			2020

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

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

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

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

See accompanying notes to condensed consolidated financial statements.

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FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(Unaudited)

	Three months ended March 31,
	2021			2020

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

Filing Compare · Folkup Development Inc.