UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2018

 

OR

 

[  ]	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to _________

 

Commission File Number: 000-55869

 

FUQUAN FINANCIAL COMPANY

(Exact name of registrant as specified in its charter)

 

Nevada		88-0126444
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
23 Corporate Plaza, Suite 150, Newport Beach, California		92660
(Address of Principal Executive Offices)		(Zip Code)

 

949-629-2534

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: NONE

 

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

 

Common Stock, $0.001 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ] Yes [X] No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[  ] Yes [X] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[  ] Yes [X] No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[  ]

 

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

 

	Large accelerated filer	[  ]	Accelerated filer	[  ]
	Non-accelerated filer	[  ]	Smaller reporting company	[X]
			Emerging growth company	[  ]

 

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

[  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [  ] No

 

The aggregate market value of the shares of common stock of the registrant held by non-affiliates of the registrant as of September 30, 2017, was approximately $117,602 (based upon the assumption that directors and executive officers are the only affiliates).

 

As of January 22, 2019 there were 2,900,164,114 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

OTHER INFORMATION

 

As used in this Annual Report on Form 10-K/A, the terms “we”, “us”, “our”, “FQFC” and the “Company” refer to Fuquan Financial Company, a Nevada corporation, unless otherwise stated. “SEC” refers to the Securities and Exchange Commission.

 

 

 

EXPLANATORY NOTE

 

On January 22, 2019, Fuquan Financial Company (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Part II, Items 8, of the Original Form 10-K to include a new Report Of Independent Registered Public Accounting Firm from Thayer O’Neal (the “New Report”). The filing of the New Report was requested by Thayer O’Neal. The New Report does not change or alter, in any way, the financials included in the Original Form 10-K, and this Amendment does not alter, change, or affect any other provision of the Original Form 10-K.

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

 

Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on January 22, 2019, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Fuquan Financial Company

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Fuquan Financial Company (“the Company”), as of March 31, 2018 and the related statements of operations, changes in stockholder’s deficit and cash flows for the year then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and the results of its operations and its cash flows for the year ended March 31, 2018, in conformity with generally accepted accounting principles.

 

Basis for Opinion

 

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

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and the results of their operations and cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America.

 

Matter of Emphasis

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements the Company has limited operations and has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ Thayer O’Neal Company, LLC
Thayer O’Neal Company, LLC
We have served as the Company’s auditor since 2018
Houston, Texas
January 22, 2019

 

 

PART IV

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

 

(a)

(3)

The following exhibits are filed as part of this Annual Report pursuant to Item 601 of Regulation S-K:

 

Exhibit Number		Description
31.3		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).
31.4		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

 

(*)

Filed herewith.

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATED: January 28, 2019	FUQUAN FINANCIAL COMPANY
	BY:	/S/ MEIHUA LI
		Meihua Li,
		Chief Executive Officer