Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 07, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | FOVEA JEWELRY HOLDINGS, LTD. | |
Entity Central Index Key | 0000850971 | |
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 | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 8,099,119 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56156 | |
Entity Incorporation State Country Code | WY | |
Entity Tax Identification Number | 95-4202424 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | Room 403, 4/F | |
Entity Address Address Line 2 | Phase 1 Austin Tower | |
Entity Address Address Line 3 | 22-26A Austin Avenue | |
Entity Address City Or Town | Tsim Sha Tsui | |
City Area Code | 852 | |
Local Phone Number | 6847 6812 | |
Entity Address Country | HK |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current asset: | ||
Cash and cash equivalents | $ 1,735 | $ 1,476 |
Amount due from a shareholder | 99,641 | 100,188 |
Inventories | 727,939 | 731,038 |
Total current assets | 829,315 | 832,584 |
Non-current asset: | ||
Plant and equipment | 18,518 | 20,521 |
TOTAL ASSETS | 847,833 | 853,105 |
Current liabilities: | ||
Accrued liabilities | 74,500 | 74,500 |
Income tax payable | 255 | 234 |
Deferred tax liabilities | 3,055 | 3,386 |
Total current liabilities | 77,810 | 78,120 |
TOTAL LIABILITIES | 77,810 | 78,120 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 8,099,119 and 8,099,119 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 8,099 | 8,099 |
Additional paid-in capital | 131,700 | 131,700 |
Accumulated other comprehensive loss | (24,278) | (20,678) |
Retained earnings | 653,502 | 654,864 |
Stockholder equity | 770,023 | 774,985 |
Series A preferred stock, $0.001 par value,1,000,000 shares designated; 1,000,000 issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively | 1,000 | 1,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 847,833 | 853,105 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Series A preferred stock, $0.001 par value,1,000,000 shares designated; 1,000,000 issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 8,099,119 | 8,099,119 |
Common stock, shares outstanding | 8,099,119 | 8,099,119 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) | ||
Revenue, net | $ 1,217 | $ 162,887 |
Cost of revenue | (952) | (81,682) |
Gross profit | 265 | 81,205 |
Operating expenses: | ||
General and administrative expenses | (1,922) | (8,509) |
Total operating expenses | (1,922) | (8,509) |
(LOSS) INCOME BEFORE INCOME TAXES | (1,657) | 72,696 |
Income tax expenses | 295 | 319 |
NET (LOSS) INCOME | (1,362) | 73,015 |
Other comprehensive loss: | ||
- Foreign currency adjustment loss | (3,600) | (7,757) |
COMPREHENSIVE (LOSS) INCOME | $ (4,962) | $ 65,258 |
Net (loss) income per share - Basic and Diluted | $ (0.01) | $ 0.01 |
Weighted average common shares outstanding- Basic and Diluted | 8,099,119 | 10,889,119 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flow from operating activities: | ||
Net (loss) income | $ (1,362) | $ 73,015 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation of plant and equipment | 1,922 | 1,934 |
Change in operating assets and liabilities: | ||
Inventories | 3,099 | 0 |
Deferred tax liabilities | (331) | (319) |
Amount due from a shareholder | 429 | 0 |
Net cash provided by operating activities | 3,757 | 74,630 |
Foreign currency translation adjustment | (3,498) | (7,695) |
Net change in cash and cash equivalents | 259 | 66,935 |
BEGINNING OF PERIOD | 1,476 | 832,151 |
END OF PERIOD | 1,735 | 899,086 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($) | Total | Series A Preferred Stock | Common Stock | Common stock to be issued [Member] | Additional Paid-In Capital | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 1,000,000 | 10,199,119 | |||||
Balance, amount at Dec. 31, 2020 | $ 855,611 | $ 1,000 | $ 10,199 | $ 90 | $ 129,510 | $ (10,591) | $ 725,403 |
Shares issued to service providers, shares | 900,000 | ||||||
Shares issued to service providers, amount | 0 | 0 | $ 900 | (90) | (810) | 0 | 0 |
Foreign currency translation adjustment | (7,757) | 0 | 0 | 0 | 0 | (7,757) | 0 |
Net income for the period | 73,015 | $ 0 | $ 0 | 0 | 0 | 0 | 73,015 |
Balance, shares at Mar. 31, 2021 | 1,000,000 | 10,161,039 | |||||
Balance, amount at Mar. 31, 2021 | 920,869 | $ 1,000 | $ 10,161 | 0 | 128,700 | (18,348) | 798,418 |
Balance, shares at Dec. 31, 2021 | 1,000,001 | 8,099,119 | |||||
Balance, amount at Dec. 31, 2021 | 774,985 | $ 1,000 | $ 8,099 | 0 | 131,700 | (20,678) | 654,864 |
Foreign currency translation adjustment | (24,278) | 0 | 0 | 0 | 0 | (24,278) | 0 |
Net income for the period | 1,362 | $ 0 | $ 0 | 0 | 0 | 0 | 1,362 |
Balance, shares at Mar. 31, 2022 | 1,000,001 | 8,099,119 | |||||
Balance, amount at Mar. 31, 2022 | $ 752,069 | $ 1,000 | $ 8,099 | $ 0 | $ 131,700 | $ (44,956) | $ 656,226 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | |
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION Fovea Jewelry Holdings, Ltd (the “Company” or “FJHL”) was originally founded on February 1, 2006 as Dycam, Inc. On March 4, 2019, the Company redomiciled from Nevada to Wyoming. Currently, the Company through its subsidiary, mainly commenced to operate an online store to sell the quality jewelry at affordable prices on www.fovea-jewellery.com. The goal is to "Deliver A Better Living". All products selling on the online store are with great quality, natural, socially responsible and niche. Description of subsidiar ies Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/ paid up share capital Effective interest held Fovea International Holdings Limited British Virgin Islands Investment holding 100 ordinary shares at par value of US$1 100% Fovea Jewellery Holdings Limited Hong Kong Sales and marketing in Hong Kong 1 ordinary share at par value of HK$1 100% Gold Shiny International Limited British Virgin Islands Investment holding 115 ordinary shares at par value of US$1 100% Gold Shiny (Asia) Limited Hong Kong Sales and marketing in Hong Kong 1 ordinary share at par value of HK$1 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. • Basis of presentation These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 29, 2022. • Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. • Basis of consolidation The condensed consolidated financial statements include the accounts of FJHL and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. • Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Computer equipment 5 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended March 31, 2022 and 2021 were $1,922 and $1,930, respectively. • Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) “ 606 – Revenue from Contracts with Customers 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. Majority of the Company's income is derived from contracts with customers in the sale of diamond and jewelry products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows: Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. For these sales, the Company determined that the customer is able to direct the use of and obtain substantially all of the benefits from, the products at the time the products are delivered. • Cost of revenue Cost of revenue consists primarily of the purchase cost of diamond and jewelry products, which are directly attributable to the sales of products. • 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 three months ended March 31, 2022 and 2021. • 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$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Period-end HKD:US$ exchange rate 0.1277 0.1286 Period average HKD:US$ exchange rate 0.1281 0.1289 • Comprehensive income ASC Topic 220, “ Comprehensive Income • 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, approximate their fair values because of the short maturity of these instruments. • Recent accounting pronouncements Accounting Standards Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s financial statements or disclosures. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS EQUITY | |
NOTE - 3 STOCKHOLDERS' EQUITY | NOTE – 3 STOCKHOLDERS’ EQUITY Authorized shares The Company’s authorized shares were 5,000,000 shares of preferred stock, with a par value of $0.001. The Company’s authorized shares were 2,000,000,000 shares of common stock, with a par value of $0.001. Issued and outstanding shares As of March 31, 2022 and December 31, 2021, the Company had 1,000,000 shares of Series A preferred stock issued and outstanding. As of March 31, 2022 and December 31, 2021, the Company had 8,099,119 and 8,099,119 shares of common stock issued and outstanding, respectively. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAX | |
NOTE 4 - INCOME TAX | NOTE – 4 INCOME TAX The provision for income taxes consisted of the following: Three months ended March 31, 2022 2021 Current tax $ 22 $ 6,157 Deferred tax (317 ) (319 ) Income tax expense $ (295 ) $ 5,838 The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows: United States of America FJHL is registered in the State of Wyoming and is subject to the tax laws of United States of America. For the three months ended March 31, 2022 and 2021, there was no operation in the United States of America. BVI Under the current BVI law, the Company is not subject to tax on income. 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 three months ended March 31, 2022 And 2021 is as follows: Three months ended March 31, 2022 2021 Income before income taxes $ 1,657 $ 72,696 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate 273 11,994 Tax effect of non-deductible items 317 319 Tax effect of tax holiday (568 ) (6,156 ) Income tax expense $ 22 $ 6,157 The following table sets forth the significant components of the deferred tax liabilities of the Company as of March 31, 2022 and December 31, 2021: As of March 31, December 31, 2022 2021 Deferred tax liabilities: Accelerated depreciation $ (3,055 ) $ (3,386 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE – 5 RELATED PARTY TRANSACTIONS Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATIONS OF RISK | |
NOTE 6 - CONCENTRATIONS OF RISK | NOTE – 6 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended March 31, 2022 and 2021, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows: Three months ended March 31, 2022 March 31, 2022 Customers Revenues Percentage of revenues Accounts receivable Customer A $ 1,217 100 % $ - Three months ended March 31, 2021 March 31, 2021 Customers Revenues Percentage of revenues Accounts receivable Customers B $ 50,922 31 % $ - Customers C 45,766 28 % - Customers D 40,738 25 % - Customers E 25,461 16 % - Total: $ 162,887 100 % $ - All of the Company’s customers are located in Hong Kong. (b) Major vendor For the three months ended March 31, 2022 and 2021, there was one vender represented more than 10% of the Company’s operating cost. This vendor accounted for 100% of the Company’s operating cost with no accounts payable at March 31, 2022 and 2021. The Company’s vendor is located in Hong Kong. (c) 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. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
COMMITEMENTS AND CONTIGENCIES
COMMITEMENTS AND CONTIGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITEMENTS AND CONTIGENCIES | |
NOTE 7 - COMMITMENTS AND CONTIGENCIES | NOTE – 7 COMMITMENTS AND CONTINGENCIES As of March 31, 2022, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE – 8 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT 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 March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 29, 2022. |
Use of estimates and assumptions | In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of consolidation | The condensed consolidated financial statements include the accounts of FJHL and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Cash and cash equivalents | Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Plant and equipment | Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful lives Computer equipment 5 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Depreciation expense for the three months ended March 31, 2022 and 2021 were $1,922 and $1,930, respectively. |
Revenue recognition | The Company adopted Accounting Standards Codification (“ASC”) “ 606 – Revenue from Contracts with Customers 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. Majority of the Company's income is derived from contracts with customers in the sale of diamond and jewelry products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows: Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. For these sales, the Company determined that the customer is able to direct the use of and obtain substantially all of the benefits from, the products at the time the products are delivered. |
Cost of revenue | Cost of revenue consists primarily of the purchase cost of diamond and jewelry products, which are directly attributable to the sales of products. |
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 three months ended March 31, 2022 and 2021. |
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$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Period-end HKD:US$ exchange rate 0.1277 0.1286 Period average HKD:US$ exchange rate 0.1281 0.1289 |
Comprehensive income | ASC Topic 220, “ Comprehensive Income |
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, approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s financial statements or disclosures. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of plant and equipment | Expected useful lives Computer equipment 5 years |
Summary of exchange rates | March 31, 2022 March 31, 2021 Period-end HKD:US$ exchange rate 0.1277 0.1286 Period average HKD:US$ exchange rate 0.1281 0.1289 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAX | |
Schedule of provision for income tax | Three months ended March 31, 2022 2021 Current tax $ 22 $ 6,157 Deferred tax (317 ) (319 ) Income tax expense $ (295 ) $ 5,838 |
Schedule of income tax rate | Three months ended March 31, 2022 2021 Income before income taxes $ 1,657 $ 72,696 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate 273 11,994 Tax effect of non-deductible items 317 319 Tax effect of tax holiday (568 ) (6,156 ) Income tax expense $ 22 $ 6,157 |
Schedule of Deferred Tax Liabilities | As of March 31, December 31, 2022 2021 Deferred tax liabilities: Accelerated depreciation $ (3,055 ) $ (3,386 ) |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATIONS OF RISK | |
Schedule of concentrations of risk | Three months ended March 31, 2022 March 31, 2022 Customers Revenues Percentage of revenues Accounts receivable Customer A $ 1,217 100 % $ - Three months ended March 31, 2021 March 31, 2021 Customers Revenues Percentage of revenues Accounts receivable Customers B $ 50,922 31 % $ - Customers C 45,766 28 % - Customers D 40,738 25 % - Customers E 25,461 16 % - Total: $ 162,887 100 % $ - |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Fovea International Holdings Limited [Member] | |
Place Of Incorporation And Kind Of Legal Entity | British Virgin Islands |
Principal Activities And Place Of Operation | Investment holding |
Particulars Of Registered/ Paid Up Share Capital | 100 ordinary shares at par value of US$1 |
Effective Interest Held | 100.00% |
Fovea Jewellery Holdings Limited [Member] | |
Place Of Incorporation And Kind Of Legal Entity | Hong Kong |
Principal Activities And Place Of Operation | Sales and marketing in Hong Kong |
Particulars Of Registered/ Paid Up Share Capital | 1 ordinary share at par value of HK$1 |
Effective Interest Held | 100.00% |
Gold Shiny International Limited [Member] | |
Place Of Incorporation And Kind Of Legal Entity | British Virgin Islands |
Principal Activities And Place Of Operation | Investment holding |
Particulars Of Registered/ Paid Up Share Capital | 115 ordinary shares at par value of US$1 |
Effective Interest Held | 100.00% |
Gold Shiny (Asia) Limited [Member] | |
Place Of Incorporation And Kind Of Legal Entity | Hong Kong |
Principal Activities And Place Of Operation | Sales and marketing in Hong Kong |
Particulars Of Registered/ Paid Up Share Capital | 1 ordinary share at par value of HK$1 |
Effective Interest Held | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Computer Equipment [Member] | |
Expected Useful Lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Mar. 31, 2022 | Mar. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Period-end Hkd:us$ Exchange Rate | 0.1277 | 0.1286 |
Period Average Hkd:us$ Exchange Rate | 0.1281 | 0.1289 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 8,099,119 | 8,099,119 |
Common stock, shares outstanding | 8,099,119 | 8,099,119 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common Stocks | ||
Common stock, shares issued | 8,099,119 | 8,099,119 |
Common stock, shares outstanding | 8,099,119 | 8,099,119 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
INCOME TAX | ||
Current tax | $ 22 | $ 6,157 |
Deferred Tax | (317) | (319) |
Income tax (credit) expense | $ (295) | $ 5,838 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
INCOME TAX | ||
Income before income taxes | $ 1,657 | $ 72,696 |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ 273 | $ 11,994 |
Tax effect of non-deductible items | 317 | 319 |
Tax effect of tax holiday | (568) | (6,156) |
Income tax expenses | $ 22 | $ 6,157 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred tax liabilities: | ||
Accelerated depreciation | $ (3,055) | $ (3,386) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - Hong Kong [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Minimum [Member] | |
Profits tax rates | 8.25% |
Maximum [Member] | |
Profits tax rates | 16.50% |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details ) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | $ 1,217 | $ 162,887 |
Percentage of revenues | 100.00% | |
Account receivables | $ 0 | |
Customer A [Member] | ||
Revenues | $ 1,217 | |
Percentage of revenues | 100.00% | |
Account receivables | $ 0 | |
Customer B [Member] | ||
Revenues | $ 50,922 | |
Percentage of revenues | 31.00% | |
Account receivables | $ 0 | |
Customer C [Member] | ||
Revenues | $ 45,766 | |
Percentage of revenues | 2.00% | |
Account receivables | $ 0 | |
Customer D [Member] | ||
Revenues | $ 40,738 | |
Percentage of revenues | 25.00% | |
Account receivables | $ 0 | |
Customer E [Member] | ||
Revenues | $ 25,461 | |
Percentage of revenues | 16.00% | |
Account receivables | $ 0 |
CONCENTRATIONS OF RISK (Detai_2
CONCENTRATIONS OF RISK (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Customer [Member] | ||
Percentages of revenue | 10.00% | 10.00% |
Major Customer [Member] | ||
Operating cost, percentage | 100.00% | 100.00% |
Concentration risk | 10.00% | 10.00% |