Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Apr. 11, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | FOLKUP DEVELOPMENT INC. | |
Entity Central Index Key | 0001684506 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 9,800,000 | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Entity File Number | 333-216921 | |
Entity Address Address Line 1 | Unit 17-18, 23/F | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 32-0499929 | |
Entity Address Address Line 2 | Metropole Square | |
Entity Address Address Line 3 | 2 On Yiu Street, Sha Tin | |
Entity Address City Or Town | New Territories | |
Entity Address Country | HK | |
City Area Code | 852 | |
Local Phone Number | 3487-6330 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,928,616 | $ 160,594 |
Accounts and retention receivables | 1,163,523 | 83,169 |
Deposits, prepayments and other receivables | 311,064 | 1,031,566 |
Purchase deposits | 2,735,868 | 1,800,332 |
Total current assets | 6,139,071 | 3,075,661 |
Non-current assets: | ||
Energy assets | 0 | 285,236 |
Long-term investment | 458,601 | 0 |
Plant and equipment | 380,730 | 64,161 |
Right-of-use assets | 81,300 | 157,379 |
TOTAL ASSETS | 7,059,702 | 3,582,437 |
Current liabilities: | ||
Contract liabilities | 4,528,479 | 2,158,374 |
Accounts payable | 372,270 | 1,100,268 |
Accrued liabilities and other payables | 234,212 | 129,393 |
Operating lease liabilities | 34,738 | 88,537 |
Bank and other borrowings | 1,961,272 | 588,279 |
Amounts due to related parties | 1,561,117 | 825,329 |
Total current liabilities | 8,692,088 | 4,890,180 |
Non-current liabilities: | ||
Operating lease liabilities non current | 46,960 | 68,961 |
Bank and other borrowings | 1,590,557 | 180,662 |
TOTAL LIABILITIES | 10,329,605 | 5,139,803 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 9,800,000 shares issued and outstanding | 9,800 | 9,800 |
Additional paid in capital | 351,583 | 351,583 |
Accumulated other comprehensive loss | 5,592 | (7,120) |
Accumulated deficit | (3,609,783) | (1,906,054) |
Total deficit of Folkup Development Inc. | (3,242,808) | (1,551,791) |
Non-controlling interest | (27,095) | (5,575) |
Total deficit | (3,269,903) | (1,557,366) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 7,059,702 | $ 3,582,437 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 9,800,000 | 9,800,000 |
Common stock, shares outstanding | 9,800,000 | 9,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue, net | $ 573,258 | $ 410,187 | $ 1,919,812 | $ 1,704,935 |
Cost of revenue | (472,266) | (342,745) | (1,143,352) | (1,435,139) |
Gross profit | 100,992 | 67,442 | 776,460 | 269,796 |
Operating expenses: | ||||
Sales and marketing expenses | 254,167 | 237,068 | 430,800 | 555,334 |
General and administrative expenses | 589,325 | 234,823 | 1,178,415 | 641,661 |
Professional fee | 919,300 | 14,188 | 985,192 | 173,442 |
Total operating expenses | 1,762,792 | 486,079 | 2,594,407 | 1,370,437 |
Other (expense) income: | ||||
Gain on disposal of subsidiary | 103,746 | |||
Sundry income | 0 | 40,735 | 0 | 80,991 |
Interest income | 2 | 0 | 6 | 6 |
Interest expenses | (48,207) | (37,456) | (134,439) | (39,845) |
Total other (expenses) income | (48,205) | 3,279 | (30,687) | 41,152 |
LOSS BEFORE INCOME TAXES | (1,710,005) | (415,358) | (1,848,634) | (1,059,489) |
Income tax expense | (5,859) | 0 | (5,859) | 0 |
NET LOSS | (1,715,864) | (415,358) | (1,854,493) | (1,059,489) |
Less: Net loss attributable to non-controlling interests | (9,913) | (9,930) | (21,599) | (9,930) |
Net loss attributable to stockholders of Folkup Development Inc. | $ (1,705,951) | $ (405,428) | $ (1,832,894) | $ (1,049,559) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
NET LOSS | $ (1,705,951) | $ (405,428) | $ (1,832,894) | $ (1,049,559) |
Other comprehensive income: | ||||
Foreign currency translation gain (loss) | 8,404 | 1,646 | 12,653 | (4,216) |
Total comprehensive loss | (1,697,547) | (403,782) | (1,820,241) | (1,053,775) |
Less: Comprehensive (gain) loss attributable to non-controlling interests | 65 | (10) | 79 | (10) |
Total comprehensive loss attributable to stockholders of Folkup Development Inc. | $ (1,697,482) | $ (403,792) | $ (1,820,162) | $ (1,053,785) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,854,493) | $ (1,059,489) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation of plant and equipment | 53,863 | 5,170 |
Depreciation of energy assets | 24,204 | 0 |
Depreciation of right-of-use assets | 75,581 | 53,714 |
Gain on disposal of a subsidiary | (103,746) | 0 |
Non-cash lease expenses | 3,491 | 2,699 |
Change in operating assets and liabilities: | ||
Accounts and retention receivables | (1,080,354) | 106,713 |
Deposits, prepayments and other receivables | 629,057 | (628,574) |
Contract assets | (935,536) | (698,363) |
Contract liabilities | 2,370,105 | 732,729 |
Accounts payables | (405,022) | 0 |
Accrued liabilities and other payables | 104,819 | 768,329 |
Net cash used in operating activities | (1,118,031) | (717,072) |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (367,496) | (5,634) |
Purchases of energy assets | (189,400) | 0 |
Purchases of long-term investments | (128,418) | 0 |
Proceed from disposal of a subsidiary | 451,753 | 0 |
Net cash used in investing activities | (233,561) | (5,634) |
Cash flows from financing activities: | ||
Advance from a director | 625,932 | (1,448) |
Advance from related companies | 109,856 | 0 |
Payment of lease liabilities | (78,791) | (55,684) |
Proceed from borrowings | 3,072,236 | 769,203 |
Repayment of borrowings | (616,169) | 0 |
Net cash provided by financing activities | 3,113,064 | 712,071 |
Effect on exchange rate change on cash and cash equivalents | 6,550 | (4,317) |
Net change in cash and cash equivalents | 1,768,022 | (14,952) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 160,594 | 243,641 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,928,616 | 228,689 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | $ 130,948 | $ 39,845 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Accumulated Loss | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 6,000,000 | |||||
Balance, amount at Dec. 31, 2019 | $ (646,910) | $ 6,000 | $ 351,583 | $ (3,760) | $ (1,000,733) | $ 0 |
Foreign currency translation adjustment | (3,457) | 0 | 0 | (3,457) | 0 | 0 |
Net loss for the period | (212,107) | $ 0 | 0 | 0 | (212,107) | 0 |
Balance, shares at Mar. 31, 2020 | 6,000,000 | |||||
Balance, amount at Mar. 31, 2020 | (862,474) | $ 6,000 | 351,583 | (7,217) | (1,212,840) | 0 |
Balance, shares at Dec. 31, 2019 | 6,000,000 | |||||
Balance, amount at Dec. 31, 2019 | (646,910) | $ 6,000 | 351,583 | (3,760) | (1,000,733) | 0 |
Net loss for the period | (1,059,489) | |||||
Balance, shares at Sep. 30, 2020 | 6,000,000 | |||||
Balance, amount at Sep. 30, 2020 | (1,710,486) | $ 6,000 | 351,583 | (7,966) | (2,050,292) | (9,811) |
Balance, shares at Mar. 31, 2020 | 6,000,000 | |||||
Balance, amount at Mar. 31, 2020 | (862,474) | $ 6,000 | 351,583 | (7,217) | (1,212,840) | 0 |
Foreign currency translation adjustment | (2,405) | 0 | 0 | (2,405) | 0 | 0 |
Net loss for the period | (432,024) | $ 0 | 0 | 0 | (432,024) | 0 |
Balance, shares at Jun. 30, 2020 | 6,000,000 | |||||
Balance, amount at Jun. 30, 2020 | (1,296,903) | $ 6,000 | 351,583 | (9,622) | (1,644,864) | 0 |
Foreign currency translation adjustment | 1,646 | 0 | 0 | 1,656 | (10) | |
Net loss for the period | (415,358) | 0 | 0 | 0 | (405,428) | (9,930) |
Acquisition of a subsidiary | 129 | $ 0 | 0 | 0 | 0 | 129 |
Balance, shares at Sep. 30, 2020 | 6,000,000 | |||||
Balance, amount at Sep. 30, 2020 | (1,710,486) | $ 6,000 | 351,583 | (7,966) | (2,050,292) | (9,811) |
Balance, shares at Dec. 31, 2020 | 9,800,000 | |||||
Balance, amount at Dec. 31, 2020 | (1,557,366) | $ 9,800 | 351,583 | (7,120) | (1,906,054) | (5,575) |
Foreign currency translation adjustment | 4,067 | 0 | 0 | 4,042 | 0 | 25 |
Net loss for the period | (35,214) | $ 0 | 0 | 0 | (30,934) | (4,280) |
Balance, shares at Mar. 31, 2021 | 9,800,000 | |||||
Balance, amount at Mar. 31, 2021 | (1,588,513) | $ 9,800 | 351,583 | (3,078) | (1,936,988) | (9,830) |
Balance, shares at Dec. 31, 2020 | 9,800,000 | |||||
Balance, amount at Dec. 31, 2020 | (1,557,366) | $ 9,800 | 351,583 | (7,120) | (1,906,054) | (5,575) |
Net loss for the period | (1,854,493) | |||||
Balance, shares at Sep. 30, 2021 | 9,800,000 | |||||
Balance, amount at Sep. 30, 2021 | (3,269,903) | $ 9,800 | 351,583 | 5,592 | (3,609,783) | (27,095) |
Balance, shares at Mar. 31, 2021 | 9,800,000 | |||||
Balance, amount at Mar. 31, 2021 | (1,588,513) | $ 9,800 | 351,583 | (3,078) | (1,936,988) | (9,830) |
Foreign currency translation adjustment | 196 | 0 | 0 | 207 | 0 | (11) |
Net loss for the period | (103,415) | 0 | 0 | 0 | (96,009) | (7,406) |
Disposal of a subsidiary | 129,224 | $ 0 | 0 | 59 | 129,165 | 0 |
Balance, shares at Jun. 30, 2021 | 9,800,000 | |||||
Balance, amount at Jun. 30, 2021 | (1,562,508) | $ 9,800 | 351,583 | (2,812) | (1,903,832) | (17,247) |
Foreign currency translation adjustment | 8,469 | 0 | 0 | 8,404 | 0 | 65 |
Net loss for the period | (1,715,864) | $ 0 | 0 | 0 | (1,705,951) | (9,913) |
Balance, shares at Sep. 30, 2021 | 9,800,000 | |||||
Balance, amount at Sep. 30, 2021 | $ (3,269,903) | $ 9,800 | $ 351,583 | $ 5,592 | $ (3,609,783) | $ (27,095) |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | |
Note 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | 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 subsidiar ies Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held Powertech Holdings Company Limited British Virgin Islands Investment holding 5,209,000 ordinary shares at par value of US$0.0001 100% SinoPower Holdings International Co. Limited Hong Kong Sales and marketing 1,000 ordinary shares for HK$1,000 100% SinoPower Solar Energy Engineering Co. Limited Hong Kong Solar-related projects 10,000 ordinary shares for HK$10,000 100% Sinopower Holding (Hong Kong) Co. Limited Hong Kong Engineering design, installation and construction of solar power system and project development 1,000,000,000 ordinary shares for HK$10,000,001 100% SolarPower Investment Company Limited (formerly Byconcept Hong Kong Co. Limited) Hong Kong Dormant 10,000 ordinary shares for HK$10,000 100% SinoPower Solar Energy Co. Limited Hong Kong Dormant 10,000 ordinary shares for HK$10,000 100% HongKong Hydroponics Company Limited Hong Kong Operation of hydroponics projects 10,000 ordinary shares for HK$10,000 90% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2021 | |
GOING CONCERN UNCERTAINTIES | |
Note 2 - GOING CONCERN UNCERTAINTIES | 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 $3,609,783 and working capital deficit of $2,553,017, at 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. The continuation of 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. 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | |
Note 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 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 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. · Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts. Included in accounts receivables are retention receivables of $1,163,523 and $83,169 as of 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 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 September 30, 2021 and 2020 were $43,742 and $1,955, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $53,863 and $5,170, respectively. · Revenue recognition The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company recognizes revenue when or as it satisfies a performance by transferring a good or service to the customer at a point in time, generally upon the completion of the projects under fixed price contracts. Under these fixed price contracts, the Company receives an agreed-upon amount for providing products and services specified in the contract, a profit or loss is recognized depending on whether actual costs are more or less than the agreed upon amount. 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 relate to billings and payments received in advance of revenue recognized. As of 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 The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. · Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended 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. The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended September 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 · Comprehensive income ASC Topic 220, “ Comprehensive Income · Leases The Company adopted Topic 842, Leases Leases 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 The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. · Commitments and contingencies The Company follows the ASC 450-20, Commitments 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: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts and retention receivables, deposits, prepayments and other receivables, amount due from a director, contract assets and liabilities, accrued liabilities and other payables, operating lease liabilities and amount due to a director, approximate their fair values because of the short maturity of these instruments. · 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 December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “ Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, “ Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
DISPOSAL OF A SUBSIDIARY
DISPOSAL OF A SUBSIDIARY | 9 Months Ended |
Sep. 30, 2021 | |
DISPOSAL OF A SUBSIDIARY | |
Note 4 - DISPOSAL OF A SUBSIDIARY | 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 nine months ended September 30, 2021. |
AMOUNTS DUE TO A DIRECTOR AND R
AMOUNTS DUE TO A DIRECTOR AND RELATED COMPANIES | 9 Months Ended |
Sep. 30, 2021 | |
AMOUNTS DUE TO A DIRECTOR AND RELATED COMPANIES | |
Note 5 - AMOUNTS DUE TO A DIRECTOR AND RELATED COMPANIES | 5. AMOUNTS DUE TO A DIRECTOR AND RELATED COMPANIES As of 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. |
LEASE
LEASE | 9 Months Ended |
Sep. 30, 2021 | |
LEASE | |
Note 6 - LEASE | 6. LEASE As of September 30, 2021 and December 31, 2020, the Company entered into two 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: September 30, 2021 December 31, 2020 Right-of-use assets $ 81,300 $ 157,379 The lease liability – right of use is as follows: September 30, 2021 December 31, 2020 Current portion $ 34,738 $ 88,537 Non-current portion 46,960 68,961 Total $ 81,698 $ 157,498 The weighted average discount rate for the operating lease is 2.75%. As of September 30, 2021, the operating lease payment of $36,985 will become mature in the next 12 months. |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
LONG-TERM INVESTMENTS | |
7. LONG-TERM INVESTMENTS | 7. LONG-TERM INVESTMENTS The Company purchased insurance on the life of a key executive officer, Mr. 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. The life insurance is stated at the cash surrender value of the contract. |
BORROWINGS
BORROWINGS | 9 Months Ended |
Sep. 30, 2021 | |
BORROWINGS | |
Note 8 - BORROWINGS | 8. BORROWINGS As of September 30, 2021 and December 31, 2020, the borrowings consisted of the followings: 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 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. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
Note 9 - STOCKHOLDERS' DEFICIT | 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 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. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAX | |
Note 10 - INCOME TAX | 10 . 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. BVI Under the current BVI law, the Company is not subject to tax on income. Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the period ended September 30, 2021 and 2020 is as follows: Nine months ended September 30, 2021 2020 Loss before income taxes $ (1,848,634 ) $ (1,059,489 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (305,025 ) (174,816 ) Understated previous years income taxes 5,859 Net operating loss against valuation allowance 305,025 174,816 Income tax expense $ 5,859 $ - The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryforwards $ 453,173 $ 148,148 Less: valuation allowance (453,173 ) (148,148 ) Deferred tax assets, net $ - $ - As of September 30, 2021, the operation in Hong Kong incurred $2,746,503 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 $453,173 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
Note 11 - RELATED PARTY TRANSACTIONS | 11 . 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 nine months ended September 30, 2021 and 2020, the Company purchased materials amounted to $0 and $57,815, respectively, from its related company, Powerwatt Engineering Company Limited. Also, for the nine months ended 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. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 2021 | |
CONCENTRATIONS OF RISK | |
Note 12 - CONCENTRATIONS OF RISK | 12. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended September 30, 2021, there is one single customer who accounts for 47.1% of the Company’s revenues with $269,066 accounts receivable as at September 30, 2021. For the nine months ended September 30, 2021, there is one single customer who accounts for 14.0% of the Company's revenues with $269,066 accounts receivable as at September 30, 2021. For the three and nine months ended September 30, 2020, there is one single customer who accounts for 65.6% and 29.6% of the Company’s revenues, respectively with no accounts receivable as at September 30, 2020. (b) Economic and political risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from bank and other borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of September 30, 2021, bank and other borrowings were at fixed rates. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Note 13 - COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES As of September 30, 2021, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
Note 14 - SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFCANT ACCOUNT_2
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | |
Basis of presentation | These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended September 30, 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. |
Accounts receivable | Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts. Included in accounts receivables are retention receivables of $1,163,523 and $83,169 as of 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 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 September 30, 2021 and 2020 were $43,742 and $1,955, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $53,863 and $5,170, respectively. |
Revenue recognition | The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company recognizes revenue when or as it satisfies a performance by transferring a good or service to the customer at a point in time, generally upon the completion of the projects under fixed price contracts. Under these fixed price contracts, the Company receives an agreed-upon amount for providing products and services specified in the contract, a profit or loss is recognized depending on whether actual costs are more or less than the agreed upon amount. 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 relate to billings and payments received in advance of revenue recognized. As of September 30, 2021 and December 31, 2020, the Company received cash consideration from customers before the performance obligations were satisfied. |
Cost of revenues | 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 The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the nine months ended 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. The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended September 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 |
Comprehensive income | ASC Topic 220, “ Comprehensive Income |
Leases | The Company adopted Topic 842, Leases Leases 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 | The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | The Company follows the ASC 450-20, Commitments 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: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts and retention receivables, deposits, prepayments and other receivables, amount due from a director, contract assets and liabilities, accrued liabilities and other payables, operating lease liabilities and amount due to a director, approximate their fair values because of the short maturity of these instruments. |
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 December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “ Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, “ Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | |
Schedule of plant and equipment | Expected useful lives Solar Panel 25 years Leasehold improvement 5 years Office equipment 5 years Furniture and fixtures 5 years Motor vehicle 2 years |
Schedule of Foreign currencies translation | 2021 2020 Period-end HKD:US$ exchange rate 0.128420 0.129028 Period average HKD:US$ exchange rate 0.128744 0.128899 |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LEASE | |
Schedule of right of use assets | September 30, 2021 December 31, 2020 Right-of-use assets $ 81,300 $ 157,379 |
Schedule of lease liability | September 30, 2021 December 31, 2020 Current portion $ 34,738 $ 88,537 Non-current portion 46,960 68,961 Total $ 81,698 $ 157,498 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
BORROWINGS | |
Schedule of borrowings | 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 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAX (Tables) | |
Schedule of effective income tax rate | Nine months ended September 30, 2021 2020 Loss before income taxes $ (1,848,634 ) $ (1,059,489 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (305,025 ) (174,816 ) Understated previous years income taxes 5,859 Net operating loss against valuation allowance 305,025 174,816 Income tax expense $ 5,859 $ - |
Schedule of deferred tax assets and liabilities | September 30, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryforwards $ 453,173 $ 148,148 Less: valuation allowance (453,173 ) (148,148 ) Deferred tax assets, net $ - $ - |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Powertech Holdings Company Limited [Member] | |
Place of incorporation and kind of legal entity | British Virgin Islands |
Principal activities | Investment holding |
Particulars of registered/ paid up share | 5,209,000 ordinary shares at par value of US$0.0001 |
Effective interest held | 100.00% |
Sinopower Holdings International Co. Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Sales and marketing |
Particulars of registered/ paid up share | 1,000 ordinary shares for HK$1,000 |
Effective interest held | 100.00% |
SinoPower Solar Energy Engineering Co. Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Solar-related projects |
Particulars of registered/ paid up share | 10,000 ordinary shares for HK$10,000 |
Effective interest held | 100.00% |
SinoPower Holding (Hong Kong) Co. Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Engineering design, installation and construction of solar power system and project development |
Particulars of registered/ paid up share | 1,000,000,000 ordinary shares for HK$10,000,001 |
Effective interest held | 100.00% |
SolarPower Investment Company Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Dormant |
Particulars of registered/ paid up share | 10,000 ordinary shares for HK$10,000 |
Effective interest held | 100.00% |
SinoPower Solar Energy Co. Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Dormant |
Particulars of registered/ paid up share | 10,000 ordinary shares for HK$10,000 |
Effective interest held | 100.00% |
HongKong Hydroponics Company Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Operation of hydroponics projects |
Particulars of registered/ paid up share | 10,000 ordinary shares for HK$10,000 |
Effective interest held | 90.00% |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
GOING CONCERN UNCERTAINTIES | ||
Accumulated deficit | $ (3,609,783) | $ (1,906,054) |
Working capital deficit | $ (2,553,017) |
SUMMARY OF SIGNIFCANT ACCOUNT_3
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Furniture and Fixtures [Member] | |
Expected useful lives | 5 years |
Motor vehicle [Member] | |
Expected useful lives | 2 years |
Office Equipment [Member] | |
Expected useful lives | 5 years |
Leasehold Improvements [Member] | |
Expected useful lives | 5 years |
Solar Panel [Member] | |
Expected useful lives | 25 years |
SUMMARY OF SIGNIFCANT ACCOUNT_4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details 1) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | ||
Year-end HKD:US$ exchange rate | $ 0.128420 | $ 0.129028 |
Annual average HKD:US$ exchange rate | $ 0.128744 | $ 0.128899 |
SUMMARY OF SIGNIFCANT ACCOUNT_5
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | |||||
Depreciation expense | $ 43,742 | $ 1,955 | $ 53,863 | $ 5,170 | |
Accounts receivables | $ 1,163,523 | $ 1,163,523 | $ 83,169 |
DISPOSAL OF A SUBSIDIARY (Detai
DISPOSAL OF A SUBSIDIARY (Details Narrative) | 1 Months Ended | 9 Months Ended | |
Jun. 22, 2021HKD ($) | Jun. 22, 2021USD ($) | Sep. 30, 2021USD ($) | |
Gain from the disposal of a subsidiary | $ 103,746 | ||
Ng Hak Yiu [Member] | |||
Purchase sale of equity securities | $ 8,000,000 | ||
Equity securities | $ 1,030,000 |
LEASE (Details)
LEASE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
RELATED PARTY TRANSACTIONS | ||
Right-of-use assets | $ 81,300 | $ 157,379 |
LEASE (Details 1)
LEASE (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
RELATED PARTY TRANSACTIONS | ||
Current portion | $ 34,738 | $ 88,537 |
Non-current portion | 46,960 | 68,961 |
Total | $ 81,698 | $ 157,498 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Weighted average discount rate | 2.75% |
Debt term | 12 years |
Operating lease payment | $ 36,985 |
Minimum [Member] | |
Operating Lease term | 2 years |
Maximum [Member] | |
Operating Lease term | 3 years 6 months |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
BORROWINGS | ||
Bank loan | $ 2,055,151 | $ 253,005 |
Other borrowings | 1,496,678 | 515,936 |
Total borrowings | 3,551,829 | 768,941 |
Current portion | 1,961,272 | 588,279 |
Non - current portion | 1,590,557 | 180,662 |
Total | $ 3,551,829 | $ 768,941 |
BORROWINGS (Details Narrative)
BORROWINGS (Details Narrative) - Hong Kong [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Minimum [Member] | |
Interest rate | 2.75% |
Term years | 12 years |
Maximum [Member] | |
Interest rate | 20.25% |
Term years | 96 years |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS DEFICIT (Details Narrative) | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 9,800,000 | 9,800,000 |
Common stock, shares outstanding | 9,800,000 | 9,800,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Non-current deferred tax assets: | ||
Loss before income taxes | $ (1,848,634) | $ (1,059,489) |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (305,025) | $ (174,816) |
Understated previous years income taxes | 5,859 | |
Net operating loss against valuation allowance | 305,025 | 174,816 |
Income tax expense | $ 5,859 | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 453,173 | $ 148,148 |
Less: valuation allowance | (453,173) | (148,148) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Net operating loss carryforwards | $ 453,173 | $ 148,148 |
Hong Kong [Member] | ||
Net operating loss carryforwards | $ 2,746,503 | |
Minimum [Member] | ||
Corporate tax rate | 21.00% | |
Profit tax rate | 8.25% | |
Maximum [Member] | ||
Corporate tax rate | 35.00% | |
Profit tax rate | 16.50% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | ||
Purchase raw material from related companies | $ 0 | $ 57,815 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - Single Customer [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Concentration risk percentage | 47.10% | 65.60% | 14.00% | 29.60% |
Accounts receivable | $ 269,066 | $ 269,066 |