UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

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

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

For the transition period from ____________ to ___________

Commission File No. 333-216921

FOLKUP DEVELOPMENT INC.

(Exact name of registrant as specified in its charter)

Nevada		32-0499929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit 17-18, 23/F, Metropole ~~Square2 On Yiu Street, Sha TinNew Territories, Hong Kong~~Square

2 On Yiu Street, Sha Tin

New Territories, Hong Kong

(Address of principal executive offices, zip code)

+852 3487-6330

(Registrant’s telephone number, including area code)

___________________________________________________________

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

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~September~~April 2111, ~~2021~~2022, there were 9,800,000 shares of common stock, $0.001 par value per share, outstanding.

FOLKUP DEVELOPMENT INC.

QUARTERLY REPORT ON FORM 10-QFOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2021

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020.		4
	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020.		4
	Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2021 and 2020 (unaudited)		5
	Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2021 and 2020 (unaudited)		5
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months ended June 30, 2021 and 2020 (unaudited)		6
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended September 30, 2021 and 2020 (unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020 (unaudited).		7
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020 (unaudited).		7
	Notes to Condensed Financial Statements (unaudited).		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2021
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		2526
Item 4.	Controls and Procedures.		2526
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.		2627
Item 1A.	Risk Factors.		2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		2627
Item 3.	Defaults Upon Senior Securities.		2627
Item 4.	Mine Safety Disclosures.		2627
Item 5.	Other Information.		2627
Item 6.	Exhibits.		2728
Signatures			2829

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	June 30,2021			December 31,2020
	September 30, 2021			December 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~419~~1,~~061~~928,616		$	160,594
Accounts and retention receivables		271,~~767~~163,523			83,169
Deposits, prepayments and other receivables		1311,~~210,203~~064			1,031,566
Purchase deposits		2,~~045~~735,~~791~~868			1,800,332
Total current assets		36,~~702~~139,~~822~~071			3,075,661
Non-current assets:
Energy assets		-			285,236
Plant and equipment		78,998			64,161
Long-term investment		458,601			-
Right-of-use assets		104,288			157,379
Plant and equipment		380,730			64,161
TOTAL ASSETS	$	3,886,108		$	3,582,437
Right-of-use assets		81,300			157,379
TOTAL ASSETS	$	7,059,702		$	3,582,437
LIABILTIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Contract liabilities	$	14,~~390~~528,~~175~~479		$	2,158,374
Accounts payable		~~642~~372,~~784~~270			1,100,268
Accrued liabilities and other payables		~~518~~234,~~310~~212			129,393
Operating lease liabilities		5034,~~335~~738			88,537
Bank and other borrowings		~~639~~1,~~950~~961,272			588,279
Amounts due to related parties		1,~~529~~561,~~975~~117			825,329
Total current liabilities		48,~~771~~692,~~529~~088			4,890,180
Non-current liabilities:
Operating lease liabilities		5446,~~343~~960			68,961
Bank and other borrowings		~~622~~1,~~744~~590,557			180,662
TOTAL LIABILITIES		510,~~448~~329,~~616~~605			5,139,803
Commitments and contingencies		-			-
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 75,000,000 shares authorized; 9,800,000 shares (2020: 9,800,000 shares) issued and outstanding		9,800			9,800
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		(25,~~812~~592	)		(7,120	)
Accumulated deficit		(13,~~903~~609,~~832~~783	)		(1,906,054	)
Total deficit of Folkup Development Inc.		(13,~~545~~242,~~261~~808	)		(1,551,791	)
Non-controlling interest		(1727,~~247~~095	)		(5,575	)
Total deficit		(13,~~562~~269,~~508~~903	)		(1,557,366	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	37,~~886~~059,~~108~~702		$	3,582,437

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Revenue, net	$	~~550~~573,~~253~~258		$	~~551~~410,~~582~~187		$	1,~~346~~919,~~554~~812		$	1,~~294~~704,~~748~~935
Cost of revenue		(~~238~~472,~~411~~266	)		(~~466~~342,~~207~~745	)		(~~671~~1,~~086~~143,352	)		(1,~~092~~435,~~394~~139	)
Gross profit		~~311~~100,~~842~~992			8567,~~375~~442			~~675~~776,~~468~~460			~~202~~269,~~354~~796
Operating expenses:
Sales and marketing expenses		~~(77~~254,~~316~~167	)		~~(259~~237,~~646~~068	)		~~(176~~430,~~633~~800	)		~~(318~~555,~~266~~334	)
General and administrative expenses		~~(326~~589,~~830~~325	)		~~(150~~234,~~720~~823	)		~~(589~~1,~~090~~178,415	)		~~(406~~641,~~838~~661	)
Professional fee		~~(54~~919,~~707~~300	)		~~(145~~14,~~799~~188	)		~~(65~~985,~~892~~192	)		~~(159~~173,~~254~~442	)
Total operating expenses		~~(458~~1,~~853~~762,792	)		~~(556~~486,~~165~~079	)		~~(831~~2,~~615~~594,407	)		~~(884~~1,~~358~~370,437	)
Other (expense) income:
Gain on disposal of subsidiary		~~103,746~~			-			103,746			-
Government grant		-			40,256			-			40,256
Sundry income		-			40,735			-			80,991
Interest income		-2			1-			46			6
Interest expenses		(6048,~~150~~207	)		(137,~~491~~456	)		(86134,~~232~~439	)		(239,~~389~~845	)
Total other income		43,596			38,766			17,518			37,873
Total other (expenses) income		(48,205	)		3,279			(30,687	)		41,152
LOSS BEFORE INCOME TAXES		(~~103~~1,~~415~~710,005	)		(~~432~~415,~~024~~358	)		(~~138~~1,~~629~~848,634	)		(~~644~~1,~~131~~059,489	)
Income tax expense		-(5,859	)		-			-(5,859	)		-
NET LOSS		(~~103~~1,~~415~~715,864	)		(~~432~~415,~~024~~358	)		(~~138~~1,~~629~~854,493	)		(~~644~~1,~~131~~059,489	)
Less: Net loss attributable to non-controlling interests		(79,~~406~~913	)		-(9,930	)		(1121,~~686~~599	)		-(9,930	)
Net loss attributable to stockholders of Folkup Development Inc.	$	(961,~~009~~705,951	)	$	(~~432~~405,~~024~~428	)	$	(~~126~~1,~~943~~832,894	)	$	(~~644~~1,~~131~~049,559	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
NET LOSS	$	(961,~~009~~705,951	)	$	(~~432~~405,~~024~~428	)	$	(~~126~~1,~~943~~832,894	)	$	(~~644~~1,~~131~~049,559	)
Other comprehensive income:
Foreign currency translation gain (loss)		~~207~~8,404			(21,~~141~~646	)		412,~~249~~653			(54,~~862~~216	)
Total comprehensive loss		(951,~~802~~697,547	)		(~~434~~403,~~165~~782	)		(~~122~~1,~~694~~820,241	)		(~~649~~1,~~993~~053,775	)
Less: Comprehensive (gain) loss attributable to non-controlling interests		~~(11~~65	)		-(10	)		1479			-(10	)
Total comprehensive loss attributable to stockholders of Folkup Development Inc.	$	(951,~~813~~697,482	)	$	(~~434~~403,~~165~~792	)	$	(~~122~~1,~~680~~820,162	)	$	(~~649~~1,~~993~~053,785	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(~~138~~1,~~629~~854,493	)	$	(~~644~~1,~~131~~059,489	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of plant and equipment		1053,~~121~~863			35,~~215~~170
Depreciation of energy assets		24,204			-
Depreciation of right-of-use assets		5275,~~863~~581			3553,~~455~~714
Gain on disposal of a subsidiary		(103,746	)		-
Non-cash lease expenses		23,~~550~~491			12,~~798~~699
Change in operating assets and liabilities:
Accounts and retention receivables		55(1,~~402~~080,354	)		~~(14~~106,~~249~~713	)
Deposits, prepayments and other receivables		~~(270~~629,~~082~~057	)		(~~598~~628,~~330~~574	)
Contract assets		(~~245~~935,~~459~~536	)		~~345~~(698,~~092~~363	)
Contract liabilities		~~(768~~2,~~199~~370,105	)		~~386~~732,~~194~~729
Operating lease liabilities		(26	)		337
Accounts payables		(405,022	)		-
Accounts payables		(134,508	)		-
Accrued liabilities and other payables		104,819			768,329
Accrued liabilities and other payables		388,917			(7,021	)
Net cash used in operating activities		(1,118,031	)		(717,072	)
Net cash used in operating activities		(1,126,592	)		(491,640	)
Cash flows from investing activities:
Purchases of plant and equipment		(25367,~~056~~496	)		(35,~~872~~634	)
Purchases of energy assets		(189,400	)		-
Purchases of long-term investments		(128,418	)		-
Proceed from disposal of a subsidiary		451,753			-
Net cash generated from (used in) investing activities		237,297			(3,872	)
Net cash used in investing activities		(233,561	)		(5,634	)
Cash flows from financing activities:
Advance from a director		~~629~~625,~~960~~932			(~~123~~1,~~090~~448	)
Advance from related companies		74109,~~686~~856			-
Payment of lease liabilities		(5578,~~116~~791	)		(3755,~~106~~684	)
Proceed from borrowings		~~505~~3,~~232~~072,236			~~765~~769,~~471~~203
Repayment of borrowings		(10616,~~239~~169	)		-
Net cash generated from (used in) financing activities		1,144,523			605,275
Net cash provided by financing activities		3,113,064			712,071
Effect on exchange rate change on cash and cash equivalents		36,~~239~~550			(54,~~842~~317	)
Net change in cash and cash equivalents		~~258~~1,~~467~~768,022			~~103~~(14,~~921~~952	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		160,594			243,641
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~419~~1,~~061~~928,616		$	~~347~~228,~~562~~689
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for tax	$	-		$	-
Cash paid for interest	$	83130,~~681~~948		$	~~590~~39,845

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOLKUP DEVELOPMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

	Three and Six months ended June 30, 2021 and 2020
	Three and Nine Months ended September 30, 2021 and 2020
	Common stock				Additional paid-in		Accumulated other comprehensive (loss)			Accumulated			Non-~~contolling~~controlling			Totalstockholders’
	No. of shares		Amount		capital		income			losses			interest			deficit
Balance as of January 1, 2021		9,800,000	$	9,800	$	351,583	$	(7,120	)	$	(1,906,054	)	$	(5,575	)	$	(1,557,366	)
Foreign currency translation adjustment		-		-		-		4,042			-			25			4,067
Net loss for the period		-		-		-		-			(30,934	)		(4,280	)		(35,214	)
Balance as of March 31, 2021		9,800,000	$	9,800	$	351,583	$	(3,078	)	$	(1,936,988	)	$	(9,830	)	$	(1,588,513	)
Balance as of April 1, 2021		9,800,000	$	9,800	$	351,583	$	(3,078	)	$	(1,936,988	)	$	(9,830	)	$	(1,588,513	)
Disposal of a subsidiary		-		-		-		59			129,165			-			129,224
Foreign currency translation adjustment		-		-		-		207			-			(11	)		196
Net loss for the period		-		-		-		-			(96,009	)		(7,406	)		(103,415	)
Balance as of June 30, 2021		9,800,000	$	9,800	$	351,583	$	(2,812	)	$	(1,903,832	)	$	(17,247	)	$	(1,562,508	)
Foreign currency translation adjustment		-		-		-		8,404			-			65			8,469
Net loss for the period		-		-		-		-			(1,705,951	)		(9,913	)		(1,715,864	)
Balance as of September 30, 2021		9,800,000	$	9,800	$	351,583	$	5,592		$	(3,609,783	)	$	(27,095	)	$	(3,269,903	)
Balance as of January 1, 2020		6,000,000	$	6,000	$	351,583	$	(3,760	)	$	(1,000,733	)	$	-		$	(646,910	)
Foreign currency translation adjustment		-		-		-		(3,457	)		-			-			(3,457	)
Net loss for the period		-		-		-		-			(212,107	)		-			(212,107	)
Balance as of March 31, 2020		6,000,000	$	6,000	$	351,583	$	(7,217	)	$	(1,212,840	)	$	-		$	(862,474	)
Balance as of April 1, 2020		6,000,000	$	6,000	$	351,583	$	(7,217	)	$	(1,212,840	)	$	-		$	(862,474	)
Foreign currency translation adjustment		-		-		-		(2,405	)		-			-			(2,405	)
Net loss for the period		-		-		-		-			(432,024	)		-			(432,024	)
Balance as of June 30, 2020		6,000,000	$	6,000	$	351,583	$	(9,622	)	$	(1,644,864	)	$	-		$	(1,296,903	)
Acquisition of a subsidiary		-		-		-		-			-			129			129
Foreign currency translation adjustment		-		-		-		1,656						(10	)		1,646
Net loss for the period		-		-		-		-			(405,428	)		(9,930	)		(415,358	)
Balance as of September 30, 2020		6,000,000	$	6,000	$	351,583	$	(7,966	)	$	(2,050,292	)	$	(9,811	)	$	(1,710,486	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Folkup 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.

Description of subsidiaries

Name	Place of incorporationand kind of legal entity	Principal activities	Particulars of registered/ paid up ~~share capital~~sharecapital	~~Effectiveinterestheld~~Effective interestheld
Powertech Holdings Company Limited	British Virgin Islands	Investment holding	5,209,000 ordinary shares at par value of US$0.0001	100%	~~100~~	%
SinoPower Holdings International Co. Limited	Hong Kong	Sales and marketing	1,000 ordinary shares for HK$1,000	100%	~~100~~	%
SinoPower Solar Energy Engineering Co. Limited	Hong Kong	Solar-related projects	10,000 ordinary shares for HK$10,000	100%	~~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%	~~100~~	%
SolarPower Investment Company Limited (formerly Byconcept Hong Kong Co. Limited)	Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%	~~100~~	%
SinoPower Solar Energy Co. Limited	Hong Kong	Dormant	10,000 ordinary shares for HK$10,000	100%	~~100~~	%
HongKong Hydroponics Company Limited	Hong Kong	Operation of hydroponics projects	10,000 ordinary shares for HK$10,000	90%	90	%

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

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

2. GOING CONCERN UNCERTAINTIES

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

The Company has suffered from continuing loss from its inception, with an accumulated deficit of $13,~~903~~609,~~832~~783 and working capital deficit of $12,~~068~~553,~~707~~017, at ~~June~~September 30, 2021. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

9The ~~Table~~continuation of ~~Contents~~the Company as a going concern through September 30, 2022 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.

The continuation of the Company as a going concern through June 30, 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.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

·	Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

·	Use of estimates and assumptions

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

·	Basis of consolidation

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

·	Cash and cash equivalents

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

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

·	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 ~~June~~September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

Included in accounts receivables are retention receivables of $271,~~767~~163,523 and $83,169 as of ~~June~~September 30, 2021 and December 31, 2020. Retention receivables are interest-free and recoverable at the end of the retention period of one to two years.

·	Energy assets

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

Routine maintenance costs are expensed as incurred in the condensed 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
Solar Panel		25 years
Leasehold improvement		5 years
Office equipment		5 years
Furniture and fixtures		5 years
Motor vehicle		~~3.33~~2 years

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

Depreciation expense for the three months ended ~~June~~September 30, 2021 and 2020 were $543,~~537~~742 and $1,~~644~~955, respectively.

Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were $1053,~~121~~863 and $35,~~215~~170, respectively.

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

·	Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 -– Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the 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.

11 Table of Contents

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.

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

Contract liabilities primarily ~~related~~relate to billings and payments received in advance of revenue recognized. As of ~~June~~September 30, 2021 and December 31, 2020, the Company received cash consideration from customers before the performance obligations were satisfied.

·	Cost of revenue

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

·	Income taxes

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

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are 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.

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

·	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 ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

·	Foreign currencies translation

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

12The ~~Table~~reporting currency of ~~Contents~~the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

~~The~~Translation ~~reporting currency~~ of ~~the~~amounts ~~Company~~from isHKD ~~United~~into ~~States Dollar ("~~US$") ~~and~~has ~~the accompanying condensed consolidated financial statements have~~ been ~~expressed~~made inat ~~US$. In addition,~~ the ~~Company~~following isexchange ~~operating~~rates infor ~~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~~period ~~currency~~ended ofSeptember 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, “2021 ~~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.2020:

Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended June 30, 2021 and 2020:

	2021		2020
Period-end HKD:US$ exchange rate		0.128420		0.129028
Period average HKD:US$ exchange rate		0.128744		0.128899

	2021		2020
Period-end HKD:US$ exchange rate		0.128776		0.129023
Period average HKD:US$ exchange rate		0.128836		0.128839

·	Comprehensive income

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

Leases

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

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

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.

·	Related parties

13 Table of Contents

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

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

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

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

·	Commitments and contingencies

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

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

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

·	Fair value of financial instruments

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

14 Table of Contents

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.

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

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.

·	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.

In ~~September~~December ~~2016~~2019, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~No.~~Board ~~2016-13,~~ (“~~Financial~~FASB”) ~~Instruments~~issued -Accounting ~~Credit~~Standard ~~Losses~~Update (~~Topic 326)” (~~“ASU ~~2016-13~~”) 2019-12, ~~which~~“Simplifying ~~requires~~ the ~~immediate~~Accounting ~~recognition~~for ofIncome ~~management’s~~Taxes.” ~~estimates~~The ofstandard ~~current~~is ~~and~~ expected ~~credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements~~ to ~~Topic~~reduce ~~326.~~cost ~~In April~~ and ~~May~~complexity ~~2019,~~related ~~the~~to ~~FASB~~accounting ~~issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief~~ for ~~Topic~~income ~~326~~taxes. InThe ~~November~~new ~~2019,~~guidance ~~the~~eliminates ~~FASB~~certain ~~issued~~exceptions ~~ASU~~and ~~2019-10,~~clarifies ~~which~~and ~~delays~~amends ~~the~~existing ~~effective~~guidance ~~date of Topic 326 for Smaller Reporting Companies~~ to ~~interim~~promote ~~and~~consistent ~~annual~~application ~~periods~~among ~~beginning~~reporting ~~after December 15, 2022, with early adoption permitted~~entities. InDepending ~~November~~on ~~2019,~~ the ~~FASB~~amended ~~issued~~guidance ~~ASU~~within ~~2019-11~~this standard, ~~which~~adoption ~~makes~~is ~~improvements~~ to ~~certain~~be ~~areas~~applied ofon ~~Topic~~a ~~326. In February 2020~~retrospective, ~~the~~modified ~~FASB~~retrospective ~~issued~~or ~~ASU~~prospective ~~2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No~~basis. ~~119,~~The toCompany ~~Topic~~adopted ~~326.~~this ~~Topic~~standard ~~326 is~~ effective ~~for~~January ~~the~~1, ~~Company for fiscal years and interim reporting periods within those years beginning after December 15~~2021, ~~2022. Early adoption is permitted for interim~~ and ~~annual periods beginning December 15, 2019. The Company is currently evaluating~~ the ~~potential~~adoption ~~impact~~did ofnot ~~adopting~~have ~~this~~a ~~guidance~~material effect on the ~~condensed~~Company’s consolidated financial statements.

OnIn January 1, 2020, the ~~Company~~FASB ~~adopted~~issued ASU ~~No. 2017~~2020-0401, “~~Intangibles~~Clarifying ~~and~~the ~~Other~~Interactions (between Topic ~~350):~~321, ~~Simplifying~~Topic ~~the~~323, ~~Test~~and ~~for~~Topic ~~Goodwill Impairment~~815.”, ~~which~~The ~~eliminates~~new guidance clarifies the ~~requirement~~interactions between accounting standards that apply to ~~calculate~~equity ~~the~~investments ~~implied~~without ~~fair~~readily ~~value~~determinable offair ~~goodwill~~values. Specifically, ~~but~~it ~~rather~~addresses ~~requires~~the anaccounting ~~entity~~for tothe ~~record~~transition aninto ~~impairment~~and ~~charge~~out ~~based~~of on the ~~excess~~equity ofmethod. aThe ~~reporting~~Company ~~unit’s~~adopted ~~carrying~~this ~~value~~standard ~~over~~effective ~~its~~January ~~fair~~1, ~~value.~~2021 ~~Adoption~~on ofa ~~this~~prospective ~~ASU~~basis, and the adoption did not have a material effect on the ~~condensed~~Company’s consolidated financial statements.

OnThe ~~January 1, 2020, the~~ Company ~~adopted~~has ~~ASU~~reviewed ~~No.~~all ~~2018-13~~recently issued, ~~“Fair~~but ~~Value~~not ~~Measurements~~yet ~~(Topic~~effective, ~~820):~~accounting ~~Disclosure~~pronouncements ~~Framework~~and ~~Changes~~does tonot believe the ~~Disclosure~~future ~~Requirements~~adoption ~~for~~of ~~Fair~~any ~~Value~~such ~~Measurement”.~~pronouncements ~~The~~may ~~amendments~~be inexpected ~~this~~to ~~update~~cause ~~modify~~a ~~the~~material ~~disclosure~~impact ~~requirements~~ on ~~fair~~its ~~value~~financial ~~measurements~~condition inor ~~Topic~~the ~~820.~~results ~~Adoption~~ of ~~this~~its ~~ASU did not have a material effect on the condensed consolidated financial statements~~operations.

15 Table of Contents

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to the condensed consolidated financial statements.

4. DISPOSAL OF A SUBSIDIARY

On June 22, 2021, the Company consummated the sale of its wholly-owned subsidiary, SinoPower Solar Investment Co. Limited (“Sinopower Solar”), to First Gain Global Limited (“First Gain”), a subsidiary of Kings Stone Energy Group, which is listed on Hong Kong Stock Exchange. The transaction was made pursuant to that certain Agreement for Sale and Purchase, dated May 31, 2021, by and among Sinopower Solar (HongKong) Co. Limited, Ng Hak Yiu and First Gain, under which First Gain purchased all of the equity securities of Sinopower Solar for consideration of HKG$8,000,000, or approximately US$1,030,000.

The Company’s subsidiary, Sinopower Solar Energy Engineering Co. Limited (“SPSE”) is a contractor for the design, supply and build of solar power systems to Sinopower Solar, and SPSE will continue providing such services to Sinopower Solar.

As a result, the Company recorded a gain of $103,746 from the disposal of a subsidiary for the ~~six~~nine months ended ~~June~~September 30, 2021.

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

5. AMOUNTS DUE TO A DIRECTOR AND RELATED COMPANIES

As of ~~June~~September 30, 2021 and December 31, 2020, the Company’s director and a related company made temporary advances to the Company for its working capital, which is unsecured, interest-free and has no fixed terms of repayment.

6. LEASE

As of ~~June~~September 30, 2021 and December 31, 2020, the Company entered into ~~one~~two ~~workshop~~workshops under operating lease with a lease term of 2 to 3.5 years, commencing from November, 2019.

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

	June 30,2021		December 31,2020
	September 30, 2021		December 31, 2020
Right-of-use assets	$	~~104~~81,~~288~~300	$	157,379

The lease liability -– right of use is as follows:

	June 30,2021		December 31,2020
	September 30, 2021		December 31, 2020
Current portion	$	5034,~~335~~738	$	88,537
Non-current portion		5446,~~343~~960		68,961
Total	$	~~104~~81,~~678~~698	$	157,498

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

As of ~~June~~September 30, 2021, the operating lease payment of $5536,~~631~~985 will become mature in the next 12 months.

167. ~~Table~~LONG-TERM ~~of Contents~~INVESTMENTS

7The Company purchased insurance on the life of a key executive officer, Mr. ~~BORROWINGS~~NG Hak Yiu, the director of the Company. As a beneficiary, the Company receives the cash surrender value if the policy is terminated and, upon death of the insured, receives all benefits payable.

AsThe oflife ~~June~~insurance ~~30,~~is ~~2021~~stated ~~and~~at ~~December 31, 2020,~~ the ~~borrowings~~cash ~~consisted~~surrender value of the ~~followings:~~contract.

	June 30,2021		December 31,2020
Bank loans	$	747,590	$	253,005
Other borrowings		515,104		515,936
Total		1,262,694		768,941
Current portion		639,950		588,279
Non-current portion		622,744		180,662
	$	1,262,694	$	768,941

8. BORROWINGS

~~The~~As ~~borrowings are due to two financial institutions in Hong Kong which are repayable in a term~~ of 1September ~~to 8 years~~30, ~~with~~2021 12and toDecember 9631, ~~monthly~~2020, ~~installments~~the atborrowings ~~interest~~consisted ~~rate~~of ~~ranging~~the ~~from 2.75% to 20.25% per annum.~~followings:

At June 30, 2021, the borrowings of the Company were secured by:

	September 30, 2021		December 31, 2020

Bank loans	$	2,055,151	$	253,005
Other borrowings		1,496,678		515,936

Total		3,551,829		768,941

Current portion		1,961,272		588,279
Non-current portion		1,590,557		180,662

	$	3,551,829	$	768,941

·17 ~~Personal~~Table ~~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.~~Contents

8.FOLKUP ~~STOCKHOLDERS’~~DEVELOPMENT ~~DEFICIT~~INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

The borrowings were obtained from two financial institutions in Hong Kong which bear interest ranging from 2.75% to 20.25% per annum and repayable in 12 to 96 monthly installments.

At September 30, 2021, the borrowings of the Company were secured by:

·	Personal guarantee by the directors of the Company;

·	Security over the insurance policy of the Company’s director; 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.

Issued and outstanding shares

As of ~~June~~September 30, 2021 and December 31, 2020, the Company has a total of 9,800,000 and 9,800,000 shares of its common stock issued and outstanding.

910. 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.

17 Table of Contents

BVI

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

Table of Contents

FOLKUP DEVELOPMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

Hong Kong

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

	Six months ended June 30,
	Nine months ended September 30,
	2021			2020
Loss before income taxes	$	(~~138~~1,~~629~~848,634	)	$	(~~644~~1,~~131~~059,489	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(22305,~~874~~025	)		(~~106~~174,~~282~~816	)
Tax effect of non-deductible items		5,664			536
Understated previous years income taxes		5,859
Tax effect of non-taxable items		(17,119	)		(6,643	)
Net operating loss against valuation allowance		305,025			174,816
Net operating loss		34,329			112,389
Income tax expense	$	5,859		$	-
Income tax expense	$	-		$	-

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

	June 30,2021			December 31,2020
	September 30, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$	~~182~~453,~~477~~173		$	148,148
Less: valuation allowance		(~~182~~453,~~477~~173	)		(148,148	)
Deferred tax assets, net	$	-		$	-

As of ~~June~~September 30, 2021, the operation in Hong Kong incurred $12,~~105~~746,~~921~~503 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiry. The Company has provided for a full valuation allowance against the deferred tax assets of $~~182~~453,~~477~~173 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.

1011. 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 ~~six~~nine ~~monthes~~months ended ~~June~~September 30, 2021 and 2020, the Company ~~has~~ purchased materials amounted to $0 and $57,~~788~~815, respectively, from its related company, Powerwatt Engineering Company Limited.

Also, for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the Company was granted with the right to use the patents to their products at no fee charge by its related companies, which were controlled by the director of the Company. The management determined that such cost was nominal and did not recognize the patent expense in its financial statements.

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

1819 Table of Contents

~~11.~~FOLKUP ~~CONCENTRATIONS~~DEVELOPMENT ~~OF RISK~~ INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

12. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the ~~six~~three months ended ~~June~~September 30, 2021, there is one single customer who accounts for 1547.31% of the Company’s revenues. with $269,066 accounts receivable as at September 30, 2021.

For the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2021, there is noone single customer who accounts for 1014.0% ~~or more~~ of the Company’'s revenues with $269,066 accounts receivable as at September 30, 2021.

For the three and nine months ended September 30, 2020, there is one single customer who accounts for 65.6% and 29.6% of the Company’s revenues, respectively with no accounts receivable as at September 30, 2020.

(b) Economic and political risk

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

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

(d) Interest rate risk

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

The Company’s interest-rate risk arises from bank and other borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of ~~June~~September 30, 2021, bank and other borrowings were at fixed rates.

1213. COMMITMENTS AND CONTINGENCIES

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

1314. 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 ~~June~~September 30, 2021, up through the date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company had the following material subsequent events.

1920 Table of Contents

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

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

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

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

OVERVIEW

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

On June 26, 2020, Milena Topolac Tomovic, the then major shareholder, entered into a Stock Purchase Agreement with 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.

2021 Table of Contents

Going Concern

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

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

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

PLAN OF OPERATION

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

Insurance

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

Employees; Identification of Certain Significant Employees.

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

Offices

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

Government Regulation

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

2122 Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of the Three Months Ended ~~June~~September 30, 2021 and 2020

The following table sets forth certain operational data for the periods indicated:

	Three Months EndedJune 30,
	Three Months EndedSeptember 30,
	2021			2020
Revenues, net	$	~~550~~573,~~253~~258		$	~~539~~410,~~372~~187
Cost of revenue		(~~238~~472,~~411~~266	)		(~~455~~342,~~906~~745	)
Gross profit		~~311~~100,~~842~~992			8367,~~466~~442
Sales and marketing expenses		(77254,~~316~~167	)		(~~256~~237,~~645~~068	)
General and administrative expenses		(~~381~~1,~~537~~508,625	)		(~~291~~249,~~223~~011	)
Total operating expenses		(~~458~~1,~~853~~762,792	)		(~~547~~486,~~868~~079	)
Total other income		43,596			38,409
Total other (expenses) income		(48,205	)		3,279
Loss Before Income Taxes		(~~103~~1,~~415~~710,005	)		(~~425~~415,~~993~~358	)
Income tax expense		-(5,859	)		-
Net loss		(~~103~~1,~~415~~715,864	)		(~~425~~415,~~993~~358	)

Revenue. We generated revenues of $~~550~~573,~~253~~258 and $~~539~~410,~~372~~187 for the three months ended ~~June~~September 30, 2021 and 2020. The increase is revenue is attributable to the completion of renewable energy projects and solutions during 2021, whose contracts were entered into during 2020.

During the three months ended ~~June~~September 30, 2021 and 2020, there was noone single customer who accounted for 1047.1% orand ~~more~~65.6% of our total net revenues, respectively.

Cost of Revenue. Cost of revenue included material supplies, labor and sub-contractor fees. The increase of cost of revenue is attributable to the launch of renewable energy projects and solutions.

Gross Profit. We achieved a gross profit of $~~311~~100,~~842~~992 and $8367,~~466~~442 for the three months ended ~~June~~September 30, 2021 and 2020, respectively. The increase in gross profit is primarily attributable to the completion of renewable energy projects and solutions during 2021 fiscal quarter.

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $77254,~~316~~167 and $~~256~~237,~~645~~068 for the three months ended ~~June~~September 30, 2021 and 2020, respectively. The decrease in S&M is primarily attributable to less marketing expense compared to the launch of our renewable energy projects and solutions.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $~~381~~1,~~537~~508,625 and $~~291~~249,~~223~~011 for the three months ended ~~June~~September 30, 2021 and 2020, respectively. The increase in G&A is primarily attributable to ~~more~~the ~~overheads~~legal and ~~staff~~professional ~~expense~~fee inpaid for the ~~launch~~professional ~~of our renewable energy projects and solutions~~services.

Other (Expenses) Income, We incurred net other ~~income~~expenses of $4348,~~596~~205 and net other income of $383,~~409~~279 for the three months ended December 31, 2021 and 2020, respectively. Our net other (expenses) income for the three months ended ~~June~~September 30, 2021 and 2020 consisted primarily of loan interest, interest on lease liabilities, interest income, ~~gain on disposal of a subsidiary~~ and government anti-epidemic fund.

Income Tax Expense. We recorded income tax expense of $05,859 and $0 for the three months ended ~~June~~September 30, 2021 and 2020. No income expense was incurred for the three months ended ~~June~~September 30, 2021 and 2020.

Net Loss. During the three months ended ~~June~~September 30, 2021, we incurred a net loss of $~~103~~1,~~415~~715,864, as compared to $~~425~~415,~~993~~358 for the three months ended ~~June~~September 30, 2020.

Comparison of the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

2223 Table of Contents

The following table sets forth certain operational data for the periods indicated:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2021			2020
Revenues, net	$	1,~~346~~919,~~554~~812		$	1,~~282~~704,~~538~~935
Cost of revenue		(~~671~~1,~~086~~143,352	)		(1,~~082~~435,~~093~~139	)
Gross profit		~~675~~776,~~468~~460			~~200~~269,~~445~~796
Sales and marketing expenses		(~~176~~430,~~633~~800	)		(~~315~~555,~~265~~334	)
General and administrative expenses		(~~654~~2,~~982~~163,607	)		(~~560~~815,~~796~~103	)
Total operating expenses		(~~831~~2,~~615~~594,407	)		(~~876~~1,~~061~~370,437	)
Total other income		17(30,~~518~~687	)		3741,~~516~~152
Loss Before Income Taxes		(~~138~~1,~~629~~848,634	)		(~~638~~1,~~100~~059,489	)
Income tax expense		-(5,859	)		-
Net loss		(~~138~~1,~~629~~854,493	)		(~~638~~1,~~100~~059,489	)

Revenue. We generated revenues of $1,~~346~~919,~~554~~812 and $1,~~282~~704,~~538~~935 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. The increase is revenue is attributable to the completion of renewable energy projects and solutions during 2021, whose contracts were entered into during 2020.

During the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020~~, there ~~were~~was noone single customer who accounted for 1014% or more of our total net revenues.

During the nine months ended September 30, 2020, there was one single customer who accounted for 29.6% of our total net revenues.

Cost of Revenue. Cost of revenue included material supplies, labor and sub-contractor fees. The increase of cost of revenue is attributable to the launch of renewable energy projects and solutions.

Gross Profit. We achieved a gross profit of $~~675~~776,~~468~~460 and $~~200~~269,~~445~~796 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. The increase in gross profit is primarily attributable to the completion of renewable energy projects and solutions during 2021 fiscal quarter.

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $~~176~~430,~~633~~800 and $~~315~~555,~~265~~334 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. The decrease in S&M is primarily attributable to less marketing expense compared to the launch of our renewable energy projects and solutions.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $~~654~~2,~~982~~163,607 and $~~560~~815,~~796~~103 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. The increase in G&A is primarily attributable to ~~more~~the ~~overheads~~legal and ~~staff~~professional ~~expense~~fee inpaid for the ~~launch~~professional ~~of our renewable energy projects and solutions~~services.

Other ~~Income~~ (Expenses) Income, net. We incurred net other ~~income~~expenses of $1730,~~518~~687 and net other income of $3741,~~516~~152 for the ~~six~~nine months ended ~~December~~September 3130, 2021 and 2020, respectively. Our net other (expenses) income for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 consisted primarily of loan interest, interest on lease liabilities, interest income, gain on disposal of a subsidiary and government anti-epidemic fund.

Income Tax Expense. We recorded income tax expense of $05.859 and $0 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. No income expense was incurred for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

Net Loss. During the ~~six~~nine months ended ~~June~~September 30, 2021, we incurred a net loss of $~~138~~1,~~629~~854,493 as compared to $~~638~~1,~~100~~059,489 for the ~~six~~nine months ended ~~June~~September 30, 2020.

2324 Table of Contents

Liquidity and Capital Resources and Cash Requirements

As of ~~June~~September 30, 2021, we had cash and cash equivalents of $~~419~~1,~~061~~928,616, deposits, prepayments and other receivables of $1311,~~210~~064,~~203,~~ contract assets of $2,~~045~~735,~~791~~868 and accounts and retention receivables of $271,~~767~~163,523.

As of December 31, 2020, we had cash and cash equivalents of $160,594, accounts and retention receivables of $83,169, deposits, prepayments and other receivables of $1,031,566, and contract assets of $1,800,332.

We 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.

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2021			2020
Net cash used in operating activities	$	(~~967~~1,~~906~~118,031	)	$	(~~490~~717,~~081~~072	)
Net cash provided by (used in) investing activities		78,611			(3,872	)
Net cash used in investing activities		(233,561	)		(5,634	)
Net cash provided by financing activities		13,~~144~~113,~~523~~064			~~605~~712,~~271~~071

Net Cash Used In Operating Activities.

For the ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in operating activities was $~~967~~1,~~906~~118,031, which consisted primarily of a net loss of $~~138~~1,~~629~~854,493, offset by aan ~~decrease~~increase in accounts and retention receivables of $551,~~402~~854,493, ana ~~increase~~decrease in deposits, prepayments and other receivables of $87629,~~192~~057, an increase in contract assets of $~~245~~935,~~459~~536, aan ~~decrease~~increase in contract liabilities of $~~768~~2,~~199~~370, ~~a decrease in operating lease liabilities of $26~~105, an increase in accrued liabilities and other payables of $~~388~~104,~~917~~819, a decrease in accounts payables of $~~134~~405,~~508~~022, depreciation of plant and equipment of $1053,~~121~~863, non-cash lease expenses of $23,~~550~~491, depreciation of right-of-use assets of $5275,~~863~~581, depreciation of energy assets of $24,204 and gain on disposal of a subsidiary of $103,746.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net cash used in operating activities was $~~490~~717,~~081~~072, which consisted primarily of a net loss of $~~638~~1,~~100~~059,489, offset by ana ~~increase~~decrease in accounts and retention receivables of $13106,~~434~~713, an increase in deposits, prepayments and other receivables of $~~595~~628,~~151~~574, aan ~~decrease~~increase in contract assets of $~~346~~698,~~685~~363, an increase in contract liabilities of $~~376~~732,~~836~~729, aan ~~decrease~~increase in accrued liabilities and other payables of $7768,~~721~~329, ~~an increase in operating lease liabilities of $336,~~ depreciation of plant and equipment of $35,~~215~~170, non-cash expenses of $12,~~798~~699 and depreciation of right-of-use assets of $3553,~~455~~714.

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

Net Cash Used In Investing Activities.

For the ~~six~~nine months ended ~~June~~September 30, 2021, net cash ~~provided~~used byin investing activities was $78233,~~611~~561, consisting primarily of purchases of plant and equipment of $25367,~~056~~496, purchases of energy assets of $189,400, purchases of long-term investments of $128,418 and proceed from disposal of a subsidiary of $~~103~~451,~~667~~753.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net cash used in investing activities was $35,~~872~~634, consisting primarily of purchases of plant and equipment of $35,~~872~~634.

Net Cash Provided By Financing Activities.

For the ~~six~~nine months ended ~~June~~September 30, 2021, net cash provided by financing activities was $13,~~144~~113,~~523~~064, consisting primarily of advances from a director of $~~629~~625,~~960~~932, advance from related companies of $74109,~~686~~856, payment of lease liabilities of $5578,~~116~~791, repayment of bank borrowings of $103,~~239~~072,236 and proceed from bank borrowings of $~~505~~616,~~232~~169.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net cash ~~used~~provided inby financing activities was $~~605~~712,~~271~~071, consisting primarily of repayment to a director of $~~123~~1,~~094~~448, payment of lease liabilities of $3755,~~106~~684 and proceed from bank and other borrowings of $~~765~~769,~~471~~203.

2425 Table of Contents

Off-Balance Sheet Arrangements

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

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures

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

Based on that evaluation, our President and our Chief Financial Officer concluded that, as of ~~June~~September 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the President and Chief Financial Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2526 Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

2627 Table of Contents

ITEM 6. EXHIBITS.

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

Number		Description
2.1		Share Exchange Agreement, dated November 25, 2020, by and among Folkup Development Inc., a Nevada corporation, Powertech Holdings Company Limited, a British Virgin Islands corporation, and the holders of common stock of Powertech Holdings Company Limited. (2)
3.1		Articles of Incorporation, dated July 5, 2016 (1)
3.2		Bylaws (1)
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).+
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).+
101.SCH		Inline XBRL Taxonomy Extension Schema Document.+
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.+
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.+
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.+
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.+
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.+
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.+
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.+
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.+
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.+
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).+
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).+

_______________

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

*Filed herewith.

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

2728 Table of Contents

SIGNATURES

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

	FOLKUP DEVELOPMENT INC.
Date: September 23, 2021	By:	/s/ Hak Yiu Ng
Date: April 11, 2022	By:	/s/ Hak Yiu Ng
	Name:	Hak Yiu Ng
	Title:	President(principal executive officer)

Date: September 23, 2021	By:	/s/ Lau Kit Yan, Mark
Date: April 11, 2022	By:	/s/ Lau Kit Yan, Mark
	Name:	Lau Kit Yan, Mark
	Title:	Chief Financial Officer(principal accounting officer and principal financial officer)

2829

Filing Compare · Folkup Development Inc.