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EXCEL - IDEA: XBRL DOCUMENT - FUHUIYUAN INTERNATIONAL HOLDINGS LtdFinancial_Report.xls
EX-32.1 - EXHIBIT 32.1 - FUHUIYUAN INTERNATIONAL HOLDINGS Ltdexhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - FUHUIYUAN INTERNATIONAL HOLDINGS Ltdexhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2014

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [  ] to [  ]

Commission file number 333-176350

FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

Suite 204, 15615 102 Avenue, Edmonton, Alberta, Canada T5P 4X7
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 780 756 1668

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

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

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

Shares of Common Stock, par value $0.0001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [    ] No [ x ]

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 [    ] No [ x ]


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 last 90 days.
Yes [ x ] No [    ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ 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, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] Smaller reporting company [ x ]

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2013 was $497,175 based on a $0.06 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
19,500,000 common shares as of July 30, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

None.


TABLE OF CONTENTS

Item 1. Business 4
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments 17
Item 2. Properties 17
Item 3. Legal Proceedings 19
Item 4. Mine Safety Disclosures 19
Item 5. Market for our Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19
Item 6. Selected Financial Data 20
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 26
Item 8. Financial Statements and Supplementary Data 27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29
Item 9A. Controls and Procedures 29
Item 9B. Other Information 30
Item 10. Directors and Executive Officers and Corporate Governance 30
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 34
Item 13. Certain Relationships and Related Transactions, and Director Independence 36
Item 14. Principal Accountant Fees and Services 38
Item 15. Exhibits, Financial Statement Schedules 39

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PART I

Item 1. Business

This annual report contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our audited consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our audited consolidated financial statements and the notes thereto included elsewhere herein.

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

Our audited consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$) and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company” mean Fuhuiyuan International Holdings Limited and our wholly-owned subsidiaries, Fuhuiyuan International Group (Holdings) Limited, a British Virgin Island corporation, unless otherwise indicated.

General Overview

We were incorporated on December 8, 2009 under the laws of the State of Nevada. We have one wholly-owned subsidiary, Fuhuiyuan International Group (Holdings) Limited, a British Virgin Island corporation. Our principal executive offices are located at Suite 204, 15615 102 Avenue, Edmonton, Alberta, T5P 4X7. Our telephone number is (780)756-1668. Our fiscal year end is April 30.

On July 16, 2013, our board of directors and a majority of our stockholders approved a change of name of our company from KWest Investment International Ltd. to Fuhuiyuan International Holdings Limited. A Certificate of Amendment was filed with the Nevada Secretary of State on July 29, 2013, with an effective date of August 7, 2013. The amendment was approved by Financial Industry Regulatory Authority (FINRA) with an effective date of August 7, 2013. Our trading symbol is “KWIT”. Our CUSIP number is 359535 101.

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On June 7, 2010 we entered into a share exchange agreement with KWest Investments & Development Inc. (“KWest Alberta”) and all of its shareholders whereby we acquired KWest Alberta and its 10% ownership in the Sturgeon County Property in Alberta for 9,555,000 shares of our common stock. KWest Alberta is a business specializing in land banking, real estate syndication and management. On June 10, 2009, KWest Alberta acquired a 75 acre parcel of land located in Sturgeon County, Alberta. The parcel is situated about 2 miles east of Redwater, Alberta and 3¾ miles north of the Alberta Industrial Heartland which is targeted to be the future site for oil sand upgraders (heavy oil processing facilities) in Alberta.

Concurrently with the purchase of the Sturgeon Country property, KWest Alberta sold a 90% ownership interest in the property, to Kimura Lake Estate Inc., KWest Alberta maintains a 10% ownership interest in the 75 acre parcel of land for Kimura Lake Estate and maintains a 10% ownership interest. Our former officers and directors, Stolfin Wong and Eric Lo are also directors and officers of Kimura Lake Estate Inc. and of the corporation from which we originally acquired the property.

As a management company, through KWest Alberta, we were to assist Kimura Lake Estate in syndicating the land through our sales team by splitting the full parcel into separate half acre (1 unit) and one acre (2 units) units of undivided interest with individual land titles issued by the Alberta Government Land Title Office and sold off to land investors. Our 10% interest provided us with 15 units of undivided interest not for syndication and Kimura Lake Estate had 135 units (90%) of undivided interest to syndicate. Once the land was syndicated, our plan was to work with engineers, planners and architects to get all the approvals and plans required, thereby increasing the value of the land. We endeavoured to generate revenue in the form of management fees derived from managing syndicated land as well as the sale of subdivided land parcels. However, we did not generate any revenues from our management of the Sturgeon Property.

On January 17, 2014, we entered into and closed a share purchase and sale agreement dated January 1, 2014 pursuant to which we sold to four shareholders of our company, namely Stolfin Wong, our former president and director, Eric Lo, our former secretary and director, Hon Ming Tony Wong, and Willie Chan, 100% of the issued and outstanding securities in our wholly owned subsidiary, KWest Alberta. In consideration of the sale of KWest Alberta, the four purchasers tendered to our company for cancellation 3,000,000 common shares in our capital stock and a payment of $100.

Our Current Business

On August 22, 2013, we entered into a share exchange agreement dated August 15, 2013, with Fuhuiyuan International Group (Holdings) Limited, a British Virgin Island corporation (“Fuhuiyuan BVI”) and the sole shareholder of Fuhuiyuan BVI, pursuant to which we agreed to purchase 100% of the issued and outstanding securities of Fuhuiyuan BVI in consideration of the issuance of 7,500,000 shares of our common stock (being 33.33% of our issued and outstanding voting securities). On October 31, 2013, we completed the acquisition and Fuhuiyuan BVI began operating as our wholly owned subsidiary. Upon closing, Ms. Jinglan Dong and Mr. Bowen Dong were appointed to our board of directors.

Fuhuiyuan BVI is a newly formed trading company which holds certain sales agency rights, pursuant to an agency agreement dated June 30, 2013, to act as international sales agent for Qingdao Fuhuiyuan Investment Co. Ltd. (“Qingdao Fuhuiyuan”), a China based purveyor of cosmetics, footwear, clothing and fashion accessories. Pursuant to the agency agreement, Fuhuiyuan BVI will be responsible for collecting payments made by overseas customers on behalf of Qingdao Fuhuiyuan as well as overseeing all sales related activities and expenditures, including overseas transportation, customs declaration, customs clearance and payment of taxes. In consideration of the agency services provided by Fuhuiyuan BVI, Qindao Fuhuiyuan will pay to Fuhuiyuan BVI 20% of the gross value of sales under the agency agreement. The agency agreement is for a perpetual term and may be terminated by either party with two months’ notice.

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Qingdao Fuhuiyuan is a multi-industry business based out of Qingdao, China, having established a foundation in the luxury goods sector. Since 2007, the company has been engaged in the production and distribution of cosmetics, leather goods, and jewelry, primarily in China. Over the years, the company oversaw the establishment of a number of operating subsidiaries in each industry which include: Beautyoung (Hong Kong) International Co., Ltd., Qingdao Beautyoung Cosmetics Co., Ltd., Meizhonghui Trading Co., Ltd., and Fuyuan Jewelry Co., Ltd. Within its umbrella of subsidiaries, the company maintains a diversified brand portfolio of domestic Chinese brands, namely, Ying Cui Cao Ben Cosmetics, Dangcing Leather, and Fuyuan Jewelry.

Products

The products currently distributed by Fuhuiyuan BVI under the agency agreement with Qingdao Fuhuiyuan include the following:

  • Ying Cui Cao Ben brand skin care products, which have received ISO 9001:2008 certifications and comply with the highest manufacturing standards regulated by the Cosmetics Good Manufacturing Practices (GMP) of both the United States and European Union;
  • Dangcing brand leather footwear, bags and accessories;
  • Fuyuan brand jewelry , a line of crystal inlay silver jewelry

Ying Cui Cao Ben is a cosmetics brand created by Qingdao Fuhuiyuan’s subsidiary Beautyoung (Hong Kong) International Co., Ltd.

Ying Cui Cao Ben’s products contain Laoshan green tea polyphenols, which promote cleaner and healthier skin. Ying Cui currently manufactures six lines of skincare products and a small number of standalone cosmetics under its existing brand, all designed with individual needs of today’s consumers in mind. Each of its six beauty collections, Cherry Blossom whitening series, Saussurea moisturizing series, Immortelle regenerating series, Rose brightening series, Blue Daisy flawless repair series, and Peony rejuvenating series, encompasses five to nine products together to create a complete beauty regimen suitable for skins of all types.

The production plant where Ying Cui products are manufactured employs 11 sets of automated cosmetic production lines. Ying Cui has obtained the ISO 9001:2008 certifications and complies with the highest manufacturing standards regulated by the Cosmetics Good Manufacturing Practices (GMP) of both the United States and European Union.

Sourcing and Production

Ying Cui closely monitors leading trends in the global cosmetics industry in an effort to continually update and develop value-added products through upgrades in products formulas and technology. Ying Cui takes pride in the acquisition of raw materials from around the world, obtaining natural extracts of various plant species such as Roman chamomile, Bulgarian rose, French lavender, American witch-hazel, and German apricot kernels. Ying Cui Cao Ben works closely with a number of quality oversea suppliers, including German chemical company, BASF, French chemical company, SEPPIC, Spanish cosmetics research company, Lipotec, and Dutch-based life sciences and materials sciences company, DSM, to procure quality ingredients and materials.

Throughout the years, Ying Cui has worked with Korean, Japanese, American, Taiwanese, and Singaporean high-tech cosmetics research and development centers to conduct comprehensive testing to ensure product efficacy and safety. With the support of a team of skilled cosmetics and medical experts, Ying Cui strives to identify emerging trends and skincare habits. Through continuous research and development, the company aims to produce higher quality, safer, and more effective products to our consumers.

From raw materials to finished products, stringent quality control is enforced at every level of the manufacturing process. Supervision and monitoring is performed in each step of the assembly line to ensure the efficient and consistent production of potent and stable products.

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Leather

Dangcing, (pronounced “dancing”) is a dance inspired footwear brand offering leather footwear, leather bags, furs, and apparel to the fashion conscious female consumers. Dangcing’s design philosophy embodies energy, youth, fashion, and comfort, Dangcing shoe are largely inspired by dance shoes and feature vibrant candy inspired colours. Elements of sex appeal are integrated to enhance sensuality and glamour. Ultimately, each pair of Dangcing shoes is handmade by skilled artisans, producing a product that is soft and comfortable, attending to the health and lives of the modern day woman.

Jewelry

Fuyuan Jewelry specializes in the production of crystal inlay silver jewelry. Its most significant markets for export are India, Dubai, and Canada.

The Fuyuan Jewelry brand is further separated into two divisions: Fusheng Jade and Fuyuan Silver. Products sold under Fusheng Jade include Burmese jade, Hetian jade, and Xiuyan jade amongst others. Each product is Grade A certified and accompanied by a certificate of authenticity specifying the origin of the materials included. Fuyuan Silver represents the larger of the two divisions. Featuring 935 sterling silver inlaid with Swarowski crystals and natural zircon, the company captures a large domestic and international market with “shine” and “love” themed designs. .

Future Opportunities

In adapting to the ever changing taste and demand of the consumer market, Qingdao Fuhuiyuan, prioritizes in the continuous research and development of new and innovative products, in bringing about a diversity of products that appeal to different target groups.

Ying Cui Cao Ben. Over the past six years, Qingdao Fuhuiyuan has worked rigorously to build a solid foundation in the cosmetics industry. The company has reaped success in bringing Ying Cui Cao Ben not only across China, but also into markets worldwide. With its skincare products gaining a strong foothold, the company intends to gradually diversify its product portfolio and expand into make-up and personal care products, with hopes of forming a complete and comprehensive brand in the field of cosmetics.

Dangcing. Dangcing’s current product offerings mainly concentrate on women’s shoes and bags. The company intends to extend its brand to encompass a ‘fast-fashion’ apparel line, and retailing its clothing in shopping centers across China.

Fuyuan Jewelry. Since inception, the company has focused on the production of crystal inlay silver jewelries as the flagship products of the Fuyuan brand. By concentrating on its core products, Fuyuan Jewelry was able to penetrate into the Chinese accessories market as well as achieve limited international exports. The Qingdao Fuhuiyuan brand aims to continue its focus in crystal inlay, but at the same time answer to current market demand and pursue entry into the growing market for jade inlay gold and silver accessories.

Market and Industry Conditions

According to Bain & Company, the global luxury goods market will continue to experience gains in 2014 of 4 to 6 percent, although with considerably regional variation. In the Asia Pacific region, where our sales efforts are focused, markets are strongest in Southeast Asia, followed by China and South Korea. China, though maintaining low single digit growth in real terms, continues to boast a customer base that leads the world in terms of overall luxury consumption

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Among products, accessories are expected to be the strongest driver of the market’s performance, followed by jewelry, watches and other “hard” luxury goods; apparel and beauty products will see more modest growth. Men’s bags and menswear are trending and have the greatest momentum. (Bain & Company: Luxury Goods Worldwide Market Study (Spring 2014)).

Market Analysis

Cosmetics

Over the past two decades, global cosmetics market has grown by a Compound Annual Growth Rate (CAGR) of 4.5 percent with annual growth rates ranging from 3 to 5.5 percent. During this period from 1998 to 2010, total cosmetics sales more than doubled, from 166.1 billion USD to 382.3 billion USD. Since the turn of the century, growth in the cosmetic markets has largely been driven by the BRIC countries (Brazil, Russia, India, and China). These four countries alone accounted for 21 percent of the global beauty industry in 2010 and their share is forecasted to increase to 25 percent of the total market value by 2015.

China, today, is the largest emerging cosmetics market in the world. Total cosmetics and toiletries market in China was valued at 24 billion USD in 2010, more than triple the sales value in 2000. In 2012, cosmetic sales in China ranked third globally, after the United States and Japan.

Leather

According to Bain & Company’s annual luxury goods worldwide market study, in 2012, the global sales of accessories have dominated the luxury goods market with a combined increase of 14 percent in leather goods and shoes. Leather goods and other accessories are expected to continue its growth in 2013 at a pace surpassing other categories within the luxury goods market.

In 2011, the total production value of the hide and leather industry in China was approximately 254 billion USD. Production value is forecasted to increase to 278 billion USD while consumption value is expected to increase to 124 billion USD by 2015.

Jewelry

The global market for jewelry is expected to surpass 257 billion USD in 2017 at a CAGR of over 5 percent in the next five years. Currently, the United States accounts for the largest jewelry market in the world with more than half of its market being dominated by the diamond jewelry segment. However, in the forthcoming years, the market will be largely driven by the Asia Pacific regions, predominately by China and India, the two largest consumers of gold in the world and holders of the majority of the processing and manufacturing industry for jewelry.

China has become the second largest jewelry market after the United States. In 2012, total retail sales of jewelry were 400 billion RMB, representing a growth of 16 percent. Gold jewelry consumption in China accounts for roughly 50 percent of the total jewelry consumption. In 2012, gold consumption in China reached 832.2 tonnes, up 9.3 percent year-on-year, of which 502.8 tonnes were attributed to gold jewelry, an increase of 12.2 percent year-on-year. In 2011, the consumption of platinum jewelry was 52.4 tons, accounting for 68.3 percent of the global total consumption of platinum jewelry. Diamond consumption is growing at an annual rate of 15 percent, with more than 25 billion RMB in consumption in 2011, surpassing Japan for the first time, and ranking second in the world. China is the world's largest jade processing and consuming country with an annual consumption of jade of more than 20 billion RMB. The annual production of pearl is approximately 1,400 tons, accounting for more than 95 percent of the world’s annual production of pearl.

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Market Trends in Cosmetics

Green and Sustainability

Rising concerns for health safety, increasing green consciousness, and growing consumer’s awareness about the hazards in synthetic chemicals have fueled the demand for organic personal care products. Global demand for organic personal care products was over 7.6 billion USD in 2012 and is expected to reach 13.2 billion USD by 2018, growing at a CAGR of 9.6 percent. The United States is currently the largest market for organic personal care products. While demand from the states is estimated to grow at a CAGR of 10.2 percent from 2012 to 2018, North America accounts for over one third of the global demand and is expected to chart the largest growth at a CAGR of 9.8 percent from 2012 to 2018.

Product safety has been an ongoing concern in China’s cosmetics market. Chinese consumers’ increasing concerns over product safety has become a major growth driver for green products. With the rise of consumer incomes and change in lifestyles, Asia Pacific has become one of the fastest growing regions for the organic cosmetics industry. Specifically, products with herbal and natural ingredients, stemming from an attachment to Chinese traditional medicine, are highly appreciated for their perceived efficacy and authenticity.

In addition to product safety, consumers are also placing increasing emphasis on the sustainable initiatives undertaken by cosmetics companies in the production of their products. The use of renewable energy sources, carbon emissions offset, animal testing, and fair trade initiatives all become determining factors for today’s informed consumers.

Product Diversification

Continued product diversification in the context of product prices is becoming evident in the beauty industry. Key players in the cosmetics market have increased efforts to widen their product portfolios in response to fierce competition and growing consumer needs. A number of international and domestic brands are extending their products into the premium segment to complete with existing luxury brands while others emerge into more mature markets with slightly lower-end mass products lines (masstige) that are perceived to offer the same beneficial value as their premium counterparts.

Scientifically-Advanced Innovation

Cosmetic products are manufactured on the basis of an increasingly advanced research, formulas, and technologies. Consumers expect new elements to be continuously introduced into skincare products for better and more believable efficacy as high-technology and power ingredients are perceived to bring aspirational and credible promises to the products.

E-Commerce

Over the past decade, the cosmetics industry had experienced a rapid growth of sales over the internet as traditional beauty retailers are keen to explore opportunities online. In 2010, more than 11 billion USD worth of sales were online transactions. The market share of internet sales in China increased from 0.8 percent in 2007 to 5 percent in 2011 and the transaction value of online retail market was estimated at 187.9 billion USD in 2012 (up by 53 percent year-on-year). Cosmetics and personal care products ranked third in China among the most popular categories consumer purchased online in 2011. Although the use of online channel is still largely served as brand building and promotional purpose, opportunities for growth are enormous in the years to come. It is estimated that more than 40 percent of the world’s population will be on the internet in 2020 with 711 million being Chinese users and 281 million US users; and half of all internet users will be residing in Asia.

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Men

Men’s grooming is set to be one of the fastest-growing categories in beauty and personal care, predicted to add approximately 4 billion USD to its global value size by 2014. As attitudes to the concept of masculinity change, men are beginning to recognize the importance of a skincare regimen. Although skincare remains predominantly a female market, growth in men’s products are rapidly catching up. In 2009, men’s skincare sector in China grew by 27 percent and 40 percent in 2010, five times faster than the female skincare market. Men’s skincare is the most dynamic category and is predicted to continue to outperform other men’s grooming categories through 2014.

Industry Analysis

Despite the weakened global economy and its subsequent impact on the luxury market, China’s consumer market continues to demonstrate huge growth potential. The demand for luxury goods in China continues to rise steadily, driven by a number of positive factors such as rising household disposable income and higher luxury spending, growing number of affluent and middle class, ongoing urbanization, and the increasing number of travelling Chinese.

Rising Disposable Income

A stable and continuous economic growth has significantly increased the disposable income levels per households in China. According to the National Bureau of Statistics of China, growth of household disposable income has been most prominent in the highest income category, registering 14.5 percent, followed by high income households at 12.8 percent, and upper middle income households at 12.1 percent. The segment of the population represents the biggest consumer of luxury goods. It is expected that household income will continue to rise as the Chinese government strives to double the per capita household income by 2020 to stimulate domestic consumption.

Rise of the Middle Class

The fast growing Chinese middle class has a crucial impact on sales volume and consumption patterns of luxury goods. The middle class includes households with annual income between 7,200 and 60,000 USD. At present, it accounts for 23 percent of the entire population, and according to the National Bureau of Statistics of China statistics, it will encompass 50 percent of all households by 2020. The burgeoning middle class is one of the major forces driving luxury consumption in China.

Urbanization

According to the National Bureau of Statistics of China, urban population stood at 712 million at the end of 2012, with urbanization rate reaching 52.6 percent. Urbanization has become the top priority of the Chinese government with focus in promoting the development of small- and medium-sized cities and towns in recent years. By 2020, urbanization rate is expected to rise above 60 percent. Growth of luxury goods consumption depends largely on urbanization processes, as there is a difference of 3-to-1 ratio in disposable incomes between urban and rural areas, which is further reflected in consumption levels. An increase of the urbanization ratio by 1 percent translates into consumption growth of 1.6 percent. It is predicted that smaller cities with population less than 1.5 million will be the major force driving China’s economy growth in the next two decades.

Rise in Travelling Chinese

Chinese consumers have strong preference for shopping luxury goods overseas. According to a report by KPMG, 72 percent of travelling Chinese consumers would purchase luxury items during their overseas trips. Bain & company estimated that overseas consumption of luxury goods (including Hong Kong and Macau) accounted for around 60 percent of the total Chinese luxury spending in 2012. The rising tendency for Chinese consumers to buy luxury goods abroad is due in part to the growing ease of travelling abroad, as well as the price difference of luxury goods sold in China and overseas markets.

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The easing of visa requirements for Chinese tourists travelling abroad has led to a huge jump in the number of Chinese outbound tourists in recent years. China National Tourism Administration indicated that the total number of Chinese outbound tourists exceeded 80 million USD in 2012, an increase of 15 percent year-on-year, bringing their spending to 130 billion USD. Chinese consumers now make half of the luxury purchases in all of Asia and nearly one third of those in Europe.

Price savings is the main reason that Chinese consumers prefer shopping overseas. The huge price gap between luxury goods sold in China and abroad has led to massive luxury consumption outflow. High import duties and consumption tax levied on luxury goods imports have pushed up the prices of luxury goods in China. Increasing rental and labour costs and a relatively inefficient distribution and logistics systems are also factors attributable to the high prices of luxury goods in China.

Surge in Credit Card Users

China has witnessed a surge in the use of credits cards in recent years. In 2011, China’s credit card transactions totaled 7.75 trillion RMB, up 48 percent year-on-year while the number of credit cards issued was 285 million, up 24.3 percent year-on-year. MasterCard forecasted that the number of credit cards in China will reach 900 million by 2020. It is believed that the rapid expansion of the credit card market will help stimulate the immediate consumption of luxury goods in the country.

Marketing Strategies

Qingdao Fuhuiyuan’s chief objective is to extend its brand presence into the global markets through the use of its international agent, Fuhuiyuan International. The company’s overall strategy will be to register or acquire a foreign brand, granting domestic Chinese factories and wholly-owned overseas factories exclusive rights in production and sale. The company plans to establish overseas product showrooms in places such as North America, within Association of South-east Asian Nations (ASEAN), Europe, and Hong Kong, combining foreign marketing network, dealerships, and e-commerce to achieve market presence.

Pricing

Although Qingdao Fuhuiyuan operates within the luxury goods market, the goal of the company is to promote the concept of affordable luxuries across all of its products. Ying Cui Cao Ben Cosmetics caters not only to women of different skincare needs but also of varying spending habits. The company’s skincare collections range from affordable to premium, all designed to satisfy the consumption demand of women at all levels. The philosophy of Dangcing, our premium leather goods and apparel brand, is to bring about glamour and elegance without the burden of a hefty price tag. The company employs professional buyers to scout for fashion accessories and apparels of the latest trends around the world, to be reinvented and sold to our consumers, bringing the latest fashion into their wardrobe at a fraction of the price of designer brands. Last but not least, products produced by our jewelry brand, Fuyuan Jewelry, with crystal inlay silver accessories as the star of our products, are positioned to appeal to the mass market with its affordable pricings.

In establishing a consistent global brand image, Fuhuiyuan International aims to carry over this approach of affordable luxury in the pricings of its overseas products.

Sales and Distribution

Ying Cui Cao Ben currently has 23 agencies set up in eight provinces across China. Product distribution is achieved primarily through the use of distributors and agents. The company works closely with each of its sales agents to put in place a complete and worry-free sales strategy and refund policy, providing them with full support in both retailing and after-sale service. In 2012, Ying Cui Cao Ben launched its first ever online retail store, through Jingdong online shopping centre, a business-to-consumer online retailer. As of beginning of this year, the company extended its online presence to Taobao Marketplace, a consumer-to-consumer retail platform catered to small businesses and individual entrepreneurs in China. The company foresees the continual use of this online platform to bring about more exposure and positive outcomes in the future. In addition to the launch of its new e-commerce platform, the company has recently been certified in producing and marketing its products in the European Union. The debut into the European market will be another step forward in bringing the brand to international status.

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Dangcing currently markets its products through its flagship and brick-and-mortar stores in Qingdao, China. In recent years, Dangcing is slowly moving into online retailing in order to strengthen brand presence across China.

Promotion

Advertising, in the form of commercials, is one of the most invested marketing tools the company employs in enhancing visibility and building brand awareness. Recognizing the influence celebrities have over consumer buying behavior, the company engaged Chinese celebrities, such as Benny Chan, Jiajia Deng, and Annie Man, to become the spokespersons for the products of Ying Cui Cao Bao and Dangcing Leather. Celebrity endorsements have proven to be especially successful in China as increasing consumerism makes it be considered a status symbol to purchase an endorsed product. In addition to commercials, product lines of Ying Cui Cao Ben are often featured in Chinese domestic printed media, such as Rayli Magazine, and fashion talk show, Pretty Women.

The use of internet has become such an integral part of everyday life, especially amongst the younger generation, that consumers nowadays often rely on the web for product information and exposure. Recognizing the need to adapt, the company has dived into the world of online retailing through well-known retail platforms, such as Taobao and Alibaba. In addition to the embrace of e-commerce, the company also makes use of notable social media in generating awareness and interest amongst new and current consumers. Chinese microblogging website, Weibo, with over 500 million registered users and a market penetration comparable to U.S. twitter, is one of the channels the company employs in providing product updates and reaching out to existing and prospective clienteles. In 2013, Weibo was named as the most popular social network for sharing information. Ultimately, with corporate websites becoming the norm of online retailing, Ying Cui Cao Ben and Dangcing each possess a website of their own as a direct means to deliver promotional and informational materials.

Exposure among industry professionals and public media is achieved through the attendance of renowned trade shows and events across the country. Trade shows attract thousands of exhibitors and buyers from around the world, offering international retailers unmatched opportunities to tap into the world’s most robust markets, sell products to thousands of prospective buyers from around the world, and presents a cost-effectively platform to market their brands on a global stage. China Beauty Expo, Qingdao International Jewelry Exhibition, and the Hong Kong Jewelry and Gem Fair are some of the events the company makes effort to attend annually.

Product showrooms, trade shows, and brand websites will form the basis of Fuhuiyuan International’s promotional campaign in the inception phase of market penetration. As the products gain traction in the overseas markets, the company will gradually pursue more comprehensive marketing efforts in publicizing and advertising. The primary objective in the initial stage of promotions aims to create brand awareness and interest, and familiarize overseas consumers with the benefits and appeal of the company’s brands and existing line of products.

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Competition

Our company competes with thousands of domestic Chinese and international luxury goods producers operating in each of our fields of activity, namely cosmetics, leather goods, and jewelry.

In the cosmetics market, for example, it is estimated that over 4,000 enterprises are qualified to produce cosmetics in China. Among these, domestic players are thought to account for less than 20% of the market while foreign-invested enterprises and joint ventures take the largest share (80%). The rapid development of domestic cosmetics companies has, however, brought competition to and negatively affected the sales performance of their foreign counterparts in China. Despite the accelerated expansion of the domestic firms, the dominance of multi-national brands in the China market is unlikely to be affected in the short-term as they have strong research and development teams and enormous resources. In contrast, many nascent local brands are constrained by scarce resources. –

Among the larger mainland cosmetics producers, companies such as Chinfie, CMM, Houdy, Caisy and Longrich are competing with international brands and have built up reputations in the domestic Chinese market. Meanwhile, some long-established domestic Chinese brands like Pechoin, Maxam, Bee & Flower and Dabao are also rejuvenating existing products or developing new ones to meet the market demand for high-end branded luxury products. However, domestic brands still emphasize value-for-money and mostly target second and third-tier markets. –

Meanwhile, in the leather goods market segment, it is estimated that over 10,000 shoe manufacturers and 7,000 handbag/accessory manufacturers were operating in China in 2010, making China the largest exporter of leather goods and the 15th largest importer of leather goods.

Competition in the mainland leather goods and footwear market exists in three segments. First, import brands, which mainly come from the US and European countries such as Italy and Spain and they dominate the high-end market. Second, brands of Sino-foreign joint-venture enterprises, which mostly come from Hong Kong and Taiwan and, with their financial strength and design ability, they account for the lion’s share of the medium-range market (however, in recent years, some domestic brands have also successfully established a presence in this market segment). Third, brands produced by the multitude of local manufacturers which occupy the low-end market. While international brands have already penetrated the China market, many domestic enterprises are also starting to build their brands. A number of reputable local footwear brands have thus emerged, including Li Ning, Belle, Aokang, Anta and Daphne. –

In light of the vast competition that our business segments face both in China and abroad, we will compete with hundreds if not thousands of companies of varying sizes and having a wide range of products, resources and expertise. Many of our competitors have longer operating histories, better brand recognition and greater financial resources than we do. In order for us to successfully compete in our industry we will need to:

  • Manage our growth strategies in order prevent overextension;
  • Protect and develop our product branding to distinguish our products;
  • Capitalize on the market segmentation which results from increased competitive by developing specialized products;
  • Provide outstanding customer service and rigid integrity in our business dealings.
  • Identify international markets for our products to maximize our sales and distribution networks.

However, there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry. Nevertheless, our management believes that is has taken all measures available to us in light of our financial resources to optimize our chances for successful competition.

Intellectual Property

We have not filed for any protection of our trademark, and we do not have any other intellectual property.

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Research and Development

We did not incur any research and development expenses during the years ended April 30, 2014 and 2013.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A. Risk Factors

Risks Related to Our Business

We have a history of losses and minimal revenues, which raise substantial doubt about our ability to continue as a going concern.

From inception to April 30, 2014, we have incurred aggregate net losses of $189,791 We can offer no assurance that we will ever operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when Qingdao Fuhuiyuan will require our agency services and the level of general economic conditions.

Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the success of our agency services, which themselves are subject to numerous risk factors as set forth below.

We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until Qindao Fuhuiyuan pays us the 20% of gross value of sales under the agency agreement. Our history of losses and minimal revenues raise substantial doubt about our ability to continue as a going concern.

We have had negative cash flows from operations. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

In the past two years, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We may continue to have negative cash flows. We have estimated that we will require approximately $275,000 to carry out our business plan for the next twelve months. There is no assurance that actual cash requirements will not exceed our estimates. We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.

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Our ability to maintain our agency services will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

  • support our planned growth and carry out our business plan;
  • hire top quality personnel for all areas of our business; and
  • address competing market developments.

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Any additional equity financing may involve substantial dilution to our then existing shareholders. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a history of minimal revenues from operations and have no significant tangible assets. We will need to generate positive earnings and there can be no assurance that we will ever operate profitably. Accordingly, we must be considered in the development stage. Our success is significantly dependent on the success of our services. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to develop a successful agency service or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

If we fail to effectively manage the growth of our company and of our services, our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with our agency services, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to assist in our agency services, manage operations and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

Because we face intense competition from larger and better-established companies that have more resources than we do, we may be unable to implement our business plan or increase our revenues.

The market for our agency services is intensely competitive and highly fragmented. Many of these competitors may have longer operating histories, greater financial, technical and marketing resources, and enjoy existing name recognition and customer bases. New competitors may emerge and rapidly acquire significant market share. In addition, new services and technologies likely will increase the competitive pressures we face. Competitors may be able to respond more quickly to technological change, competitive pressures, or changes in consumer demand. As a result of their advantages, our competitors may be able to limit or curtail our ability to compete successfully.

In addition, many of our large competitors may offer customers a broader or superior range of services. Some of our competitors may conduct more extensive promotional activities and offer lower agency costs to customers than we do, which could allow them to gain greater market share or prevent us from establishing and increasing our market share. Increased competition may result in significant price competition, reduced profit margins or loss of market share, any of which may have a material adverse effect on our ability to generate revenues and successfully operate our business. Our competitors may develop technologies superior to those that our company currently possess. In the future, we may need to decrease our prices if our competitors lower their prices. Our competitors may be able to respond more quickly to new or changing opportunities, services, technologies and customer requirements. Such competition will potentially affect our chances of achieving profitability, and ultimately affect our ability to continue as a going concern.

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Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection with any action, suit or proceeding to which they were made parties by reason of his or her being or having been one of our directors or officers.

Our director and officers are not residents of the United States making the enforcement of liabilities against them difficult.

The director and executive officers reside outside the United States and in the Peoples’ Republic of China. If a shareholder had a desire to sue them for damages, the shareholder would have to serve a summons and complaint. Even if personal service is accomplished and a judgment is entered against that person, the shareholder would then have to locate the assets of that person, and register the judgment in the foreign jurisdiction where the assets are located.

Risks Related to Our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

We are authorized to issue up to 100,000,000 shares of common stock with a par value of $0.0001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company.

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Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

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

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

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

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our principal executive offices are located at Suite 204, 15615 - 102 Avenue Edmonton, Alberta T5P 4X7. Our telephone number is 780-756-1668. We pay a lease of approximately $30,000 per year for the use of this space.

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Sturgeon County Property

On June 7, 2010 we entered into a share exchange agreement with KWest Investments & Development Inc. (“KWest Alberta”) and all of its shareholders whereby we acquired KWest Alberta and its 10% ownership in the Sturgeon County Property in Alberta for 9,555,000 shares of our common stock. KWest Alberta is a business specializing in land banking, real estate syndication and management. On June 10, 2009, KWest Alberta acquired a 75 acre parcel of land located in Sturgeon County, Alberta. The parcel is situated about 2 miles east of Redwater, Alberta and 3¾ miles north of the Alberta Industrial Heartland which is targeted to be the future site for oil sand upgraders (heavy oil processing facilities) in Alberta.

Concurrently with the purchase of the Sturgeon Country property, KWest Alberta sold a 90% ownership interest in the property, to Kimura Lake Estate Inc., KWest Alberta maintains a 10% ownership interest in the 75 acre parcel of land for Kimura Lake Estate and maintains a 10% ownership interest. Our former officers and directors, Stolfin Wong and Eric Lo are also directors and officers of Kimura Lake Estate Inc. and of the corporation from which we originally acquired the property.

As a management company, through KWest Alberta, we were to assist Kimura Lake Estate in syndicating the land through our sales team by splitting the full parcel into separate half acre (1 unit) and one acre (2 units) units of undivided interest with individual land titles issued by the Alberta Government Land Title Office and sold off to land investors. Our 10% interest provided us with 15 units of undivided interest not for syndication and Kimura Lake Estate had 135 units (90%) of undivided interest to syndicate. Once the land was syndicated, our plan was to work with engineers, planners and architects to get all the approvals and plans required, thereby increasing the value of the land. We endeavoured to generate revenue in the form of management fees derived from managing syndicated land as well as the sale of subdivided land parcels. However, we did not generate any revenues from our management of the Sturgeon Property.

On January 17, 2014, we entered into and closed a share purchase and sale agreement dated January 1, 2014 pursuant to which we sold to four shareholders of our company, namely Stolfin Wong, our former president and director, Eric Lo, our former secretary and director, Hon Ming Tony Wong, and Willie Chan, 100% of the issued and outstanding securities in our wholly owned subsidiary, KWest Alberta. In consideration of the sale of KWest Alberta, the four purchasers tendered to our company for cancellation 3,000,000 common shares in our capital stock and a payment of $100.

Government Regulations

We are not aware of any government regulations which would have a significant impact on our operations.

Employees

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our operations.

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Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for our Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since May 29, 2013 under the symbol “KWIT”.

The first trade of our shares occurred on August 1, 2013 at $0.006. There have been no other trades of our shares.

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

Holders

As of July 22, 2014, there were approximately 63 holders of record of our common stock and 19,500,000 common shares were issued and outstanding.

Our common shares are issued in registered form. VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598 (212-828-8436) is the registrar and transfer agent for our common shares.

Dividends

Holders of our common stock are entitled to dividends if declared by the board of directors out of funds legally available for payment of dividends. From our inception on December 8, 2009 to April 30, 2014 we did not declare any dividends.

We do not intend to issue any cash dividends in the future. We intend to retain earnings, if any, to finance the development and expansion of our business.

However, it is possible that our management may decide to declare a stock dividend in the future. Our future dividend policy will be subject to the discretion of our board of directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2014 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended April 30, 2014.

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Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2014.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended April 30, 2014 and April 30, 2013 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 14 of this annual report.

Our audited consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the year ended April 30, 2014, which are included herein.

    Year Ended  
    April 30,  
    2014     2013  
Revenue $  159,075   $  Nil  
Cost of goods sold $  127,260   $  Nil  
Expenses $  123,568   $  21,685  
Other items (expenses) $  17,688   $  Nil  
Loss from discontinued operations $  10,549   $  797,065  
Net Income (Loss) $  (81,529 ) $  (818,750 )

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Expenses

Our operating expenses for the years ended April 30, 2014 and 2013 are outlined in the table below:

    Year Ended  
    April 30,  
    2014     2013  
Administration fees $  19,688   $  Nil  
Consulting fees $  10,500   $  5,241  
Office and general $  56,942   $  5,394  
Professional fees $  36,438   $  11,050  
Total: $  123,568   $  21,685  

Operating expenses for the year ended April 30, 2014 increased by $101,883 as compared to the year ended April 30, 2013 primarily as a result of increases in administration fees, consulting fees, office and general expenses and professional fees.

Revenue, Net Income and Loss

We had revenues of 159,075 for the year ended April 30, 2014, compared with no revenues for the year ended April 30, 2013.

Our net loss for the year ended April 30, 2014 was $84,614 compared to a net loss of $818,750 during the year ended April 30, 2013. The decrease in net loss is primarily due to increased revenues.

Liquidity and Financial Condition

Working Capital

    At     At  
    April 30,     April 30,  
    2014     2013  
Current Assets $  87,656   $  76,293  
Current Liabilities $  164,496   $  608,456  
Working Capital (Deficit) $  (76,840 ) $  (532,163 )

Our total current assets as of April 30, 2014 were $87,656 as compared to total current assets of $76,293 as of April 30, 2013. The increase was primarily due to an increase from amounts due from related parties.

Our total current liabilities as of April 30, 2014 were $164,496 as compared to total current liabilities of $608,456 as of April 30, 2013. The decrease in current liabilities was primarily attributed to a decrease in discontinued current liabilities.

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Cash Flows

    Year Ended  
    April 30,  
    2014     2013  
Net Cash Provided by (Used in) Continuing Operating Activities $  (50,418 ) $  8,431  
Net Cash Provided by (Used in) Continuing Investing Activities $  51,810   $  Nil  
Increase (Decrease) in Cash and Cash Equivalents During the Period $  (360 ) $  (179 )

Operating Activities

Cash used in operating activities was $53,418 for the fiscal year ended April 30, 2014 compared to cash provided by operating activities of $8,431 for the fiscal year ended April 30, 2013. The decrease in cash use in operating activities was primarily due to an increase in accounts payable, offset by decreases in net loss, loss from discontinued operations and amounts due from related parties.

Investing Activities

We received cash on the sale of our subsidiary of $110 and cash of $51,700 from the sale of shares of our common stock during the year ended April 30, 2014 compared with $Nil during the year ended April 30, 2013.

Cash Requirements

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

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Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Description

Estimated
Completion
Date
Estimated
Expenses
($)
Legal and accounting fees 12 months $50,000
Management and operating costs 12 months $100,000
Salaries and consulting fees 12 months $100,000
General and administrative expenses 12 months $25,000
Total   $275,000

We plan to use a portion of the above funds for expenses related to our subsidiary, Fuhuiyuan BVI.

We intend to meet our cash requirements for the next 12 months through a combination of cash flow from operations and either debt financing or equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

If we are not able to generate or raise the full $275,000 to implement our business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the Securities and Exchange Commission which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on expanding our operations, particularly with our subsidiary, Fuhuiyuan BVI.

Off-Balance Sheet Arrangements

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

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $275,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

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Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our audited consolidated financial statements is critical to an understanding of our audited consolidated financial statements.

Basis of Presentation

Our company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include our company’s wholly owned subsidiary, KWest Investments & Development Inc., and 100% of its asset, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.

Functional Currency

Our company’s functional currency is the Canadian dollar. All amounts shown on these statements are stated in Canadian dollars.

Revenue Recognition and Deferred Revenue

Our company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery. In accounting for gain on sale of land which occurred between related parties, our company followed the following US GAAP policy: when the asset was sold to another related party, the gain was initially deferred and was recognized only when the related party sells the assets to third parties and the collection of the funds is reasonably certain.

24


Fair Value Measurements

Our company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. Our company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, our company considers the principal or most advantageous market in which our company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

Our company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. Our company has not elected the fair value option for any eligible financial instruments.

Financial Instruments

Fair Value

The fair value of financial instruments consisting of cash and cash equivalents, accrued liabilities to related party and notes payable to related party were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that our company is not exposed to significant interest or credit risks arising from these financial instruments.

Risks

Financial instruments that potentially subject our company to credit risk consist principally of cash. Management does not believe our company is exposed to significant credit risk. Management, as well, does not believe our company is exposed to significant interest rate risks during the period presented in these financial statements.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at April 30, 2014, all cash amounts were deposited in accounts were federally insured.

25


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Derivative Instruments

Our company accounts for derivative instruments according to FASB ASC topic 815 Derivative and Hedging. This standard establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and also for hedging activities.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of:

  (i)

the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or

  (ii)

the earnings effect of the hedged forecasted transaction.

For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Our company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

During the year ended April 30, 2014, our company does not possess a derivative instrument, which our company accounts for under this FASB ASC topic.

Net Income per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Equipment

Equipment is recorded at cost. Amortization is calculated at the following annual rates:

Furniture and computer equipment – 60 month straight line Leasehold improvements - 21 month straight line

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the year ended April 30, 2014.

26


Income Taxes

Our company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Comprehensive Income (Loss)

Our company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, our company’s other comprehensive income represents foreign currency translation adjustments.

Recent Accounting Pronouncements

Our company adopts new pronouncements relating to generally accepted accounting principles applicable to our company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

27



K. R. MARGETSON LTD. Chartered Accountants
#210, 905 West Pender Street  
Vancouver BC Tel: 604.641.4450
V6C 1L6 Fax:1.855.603.3228
Canada  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders
Fuhuiyuan International Holdings Limited:

We have audited the accompanying consolidated balance sheet of Fuhuiyuan International Holdings Limited as of April 30, 2014 and April 30, 2013 and the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for each of the two years ending April 30, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2014 and April 30, 2013 and the results of its operations and changes in comprehensive loss, equity and cash flows for each of the two years ending April 30, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced losses and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada /s/ K. R. MARGETSON LTD.
July 29, 2014  

28



Fuhuiyuan International Holdings Limited
CONSOLIDATED BALANCE SHEETS
As at April 30, 2014 and 2013
Stated in Canadian Dollars

    April 30,     April 30,  
    2014     2013  
ASSETS            
Current            
         Cash and cash equivalents $  -   $  360  
         Due from related parties - Note 4   87,656     -  
         Current assets - discontinued   -     75,933  
    87,656     76,293  
Long term assets – discontinued – Note 3   -     33,445  
Total Assets $  87,656   $  109,738  
             
LIABILITIES            
Current            
         Accounts payable and accrued liabilities $  163,400   $  22,574  
         Due to related parties – Note 4   1,096     33,704  
         Current liability – discontinued – Note 3   -     552,178  
    164,496     608,456  
Long term liability – discontinued – Note 3   -     274,074  
Total Liabilities   164,496     882,530  
             
STOCKHOLDERS' EQUITY (DEFICIT)            
Capital Stock – Note 5            
     Authorized
            100,000,000 common shares, voting, par value $.0001 each 
            90,000,000 preferred shares, par value $.0001 each
 

   

 
     Issued
            19,500,000 common shares (April 30, 2013 - 15,000,000)
 
1,950
   
1,500
 
         Additional paid in capital   107,916     73,261  
Accumulated deficit   (189,791 )   (879,053 )
Accumulated other comprehensive income   3,085     -  
    (76,840 )   (804,292 )
Equity attributable to noncontrolling interest   -     31,500  
Total Stockholders' Deficit   (76,840 )   (772,792 )
Total Liabilities and Stockholders' Deficit $  87,656   $  109,738  

F-1



Fuhuiyuan International Holdings Limited
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the years ended April 30, 2014 and 2013
Stated in Canadian Dollars

    April 30,     April 30,  
    2014     2013  
Revenues            
         Sales revenue $  159,075   $  -  
         Cost of goods sold – Note 3   127,260     -  
Net Profit   31,815     -  
Expenses            
         Administration fees   19,688     -  
         Consulting fees   10,500     5,241  
         Office and general   56,942     5,394  
         Professional fees   36,438     11,050  
    123,568     21,685  
             
Operating loss   (91,753 )   (21,685 )
             
Other items   17,688     -  
             
Net loss from continued operations   (74,065 )   (21,685 )
             
Loss from discontinued operations   (10,549 )   (797,065 )
             
Net loss for the year   (84,614 )   (818,750 )
             
Other comprehensive income            
    Foreign currency translation   3,085     -  
Comprehensive loss for the year   (81,529 )   (818,750 )
             
Dividend attributable to noncontrolling interest   (1,084 )   (2,858 )
Comprehensive loss attributed to equity stockholders $  (82,613 ) $  (821,608 )
             
Basic and diluted loss per share $  (0.004 ) $  (0.055 )
             
Weighted average number of shares outstanding   18,917,649     15,000,000  

F-2



Fuhuiyuan International Holdings Limited
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the year ended April 30, 2014 and 2013
Stated in Canadian Dollars

                            Accumulated     Equity     Equity        
    Common Stock     Additional           Other     attributable     attributable to     Total  
                Paid in     Retained     Comprehensive     to Fuhuiyuan     noncontrolling     Shareholders'  
    Shares     Amount     Capital     Earnings     Income     shareholders     interest     Equity  
                                                 
Balance, May 1, 2012   15,000,000   $  1,500   $  73,261   $  (57,445 ) $  -   $  17,316   $  36,500   $  53,816  
Redemption of preferred shares   -     -     -     -     -     -     (5,000 )   (5,000 )
Net loss for the year ended April 30, 2013   -     -     -     (818,750 )   -     (818,750 )   -     (818,750 )
                                                 
Dividends to noncontrolling interest   -     -     -     (2,858 )   -     (2,858 )   -     (2,858 )
                                                 
Balance, April 30, 2013   15,000,000     1,500     73,261     (879,053 )   -     (804,292 )   31,500     (772,792 )
Shares issued for 100% of common shares of Fuhuiyuan International Goup (Holdings) Limited   7,500,000     750     49,307     -     -     50,057     -     50,057  
Redemption of preferred shares   -     -     -     -     -     -     (26,500 )   (26,500 )
                                                 
Sale of subsidiary   (3,000,000 )   (300 )   (14,652 )   774,960     -     760,008     (5,000 )   755,008  
Comprehensive loss for the year ended April 30, 2014   -     -     -     (84,614 )   3,085     (81,529 )   -     (81,529 )
                                                 
Dividends to noncontrolling interest   -     -     -     (1,084 )   -     (1,084 )   -     (1,084 )
Balance, April 30, 2014   19,500,000   $  1,950   $  107,916   $  (189,791 ) $  3,085   $  (76,840 ) $  -   $  (76,840 )

F-3 



Fuhuiyuan International Holdings Limited
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended April 30, 2014 and 2013
Stated in Canadian Dollars

    April 30,     April 30,  
    2014     2013  
Operating activities            
   Net loss for period $  (84,614 ) $  (818,750 )
   Loss from discontinued operation   10,549     797,065  
Changes in non-cash working capital balances            
         Accounts payable   149,515     10,305  
         Due to (from) related parties   (125,868 )   19,811  
   Net cash from continuing operations   (50,418 )   8,431  
             
Investing activities            
   Cash received on sale of subsidiary   110     -  
   Cash received on shares issued   51,700     -  
   Net cash from continuing investing activities   51,810     -  
             
Cash flows from discontinued operations   (1,752 )   (8,610 )
             
Increase (decrease) in cash and cash equivalents during the period   (360 )   (179 )
Cash and cash equivalents, beginning of the period   360     539  
Cash and cash equivalents, end of the period $  -   $  360  
             
Supplemental information            
             
Interest paid $  -   $  -  
Income taxes paid $  -   $  -  

F-4



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Fuhuiyuan International Holdings Limited (“Fuhuiyuan” or the “Corporation”), formerly KWest Investment International Ltd., was incorporated in the state of Nevada, United States on December 8, 2009.

On June 7, 2010, the Corporation acquired KWest Investments & Development Inc. (“KWest Alberta”) of Edmonton, Alberta, Canada as its wholly owned subsidiary. KWest Alberta. was incorporated on September 29, 2008 with its head office located in Edmonton, Alberta, Canada and is specialized in real estate syndication.

On August 15, 2013, the Corporation entered into a share exchange agreement with Fuhuiyuan International Group (Holdings) Limited (“Fuhuiyuan International”). In exchange for all the outstanding shares of common stock of Fuhuiyuan International, the Corporation issued an aggregate of 7,500,000 shares of common stock of the Corporation.

Fuhuiyuan International is a newly formed trading company and it has recently entered into an agency agreement with Qingdao Fuhuiyuan Investment Co. Ltd. (“Qingdao Fuhuiyuan”) in which Qingdao Fuhuiyuan has appointed Fuhuiyuan International to act as its international agent to sell Qingdao Fuhuiyuan’s products, including cosmetics, jewelry, fashion clothing and accessories. Fuhuiyuan International collects payments made by overseas customers on behalf of Qingdao Fuhuiyuan and oversees all related activities and expenditures. In addition, Fuhuiyuan International handles all affairs relating to overseas transportation, customs declaration, customs clearance and payment of taxes.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes the Company will be able to meet its obligations and continue its operations for its next twelve months. The Company has not had profitable operations for some time, having incurred an accumulated deficit of $879,053 as at April 30, 2013. Although the Company had revenue in fiscal 2014, it still did not generate a profit, and has a working capital deficit of $76,840 as at April 30, 2014. In order to become profitable it must continue to get financial assistance form Qingdao Fuhuiyuan and move its operations in a profitable situation. There is no assurance that this will eventuate. Accordingly, realization value may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. On January 1, 2014, the Corporation sold one of its subsidiaries, KWest Investments & Development Inc (See Note 3).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Corporation’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the Corporation’s wholly owned subsidiary, KWest Investments & Development Inc., and 100% of its asset, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.

Functional Currency

The Company’s functional currency is the Canadian dollar. All amounts shown on these statements are stated in Canadian dollars.

F-5



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

Revenue Recognition and Deferred Revenue

The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery. In accounting for gain on sale of land which occurred between related parties, the Company followed the following US GAAP policy: when the asset was sold to another related party, the gain was initially deferred and was recognized only when the related party sells the assets to third parties and the collection of the funds is reasonably certain.

Fair Value Measurements

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Financial Instruments

Fair Value

The fair value of financial instruments consisting of cash and cash equivalents, accrued liabilities to related party and notes payable to related party were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Corporation is not exposed to significant interest or credit risks arising from these financial instruments.

Risks

Financial instruments that potentially subject the Corporation to credit risk consist principally of cash. Management does not believe the Corporation is exposed to significant credit risk. Management, as well, does not believe the Corporation is exposed to significant interest rate risks during the period presented in these financial statements.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at April 30, 2013, all cash amounts were deposited in accounts were federally insured.

F-6



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Derivative Instruments

The Company accounts for derivative instruments according to FASB ASC topic 815 Derivative and Hedging. This standard establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and also for hedging activities.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of:

  (i)

the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or

     
  (ii)

the earnings effect of the hedged forecasted transaction.

For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

During the year ended April 30, 2014, the Company does not possess a derivative instrument, which the Company accounts for under this FASB ASC topic.

Net Income per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Equipment

Equipment is recorded at cost. Amortization is calculated at the following annual rates:

Furniture and computer equipment – 60 month straight line Leasehold improvements - 21 month straight line

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. An impairment was recognized in the carrying value of land during the year ended April 30, 2013.

F-7



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

Income Taxes

The Company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Comprehensive Income (Loss)

The Corporation adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Corporation’s other comprehensive income represents foreign currency translation adjustments.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – DISPOSITION OF SUBSIDIARY

On January 17, 2014, the Corporation closed a Share Purchase and Sale Agreement pursuant to which the Corporation sold to 4 shareholders 100% of the issued and outstanding shares of common stock in its wholly owned subsidiary, KWest Investments & Development Inc. (“KWest Alberta”). In consideration, the 4 purchasers paid $110 ($100 USD) in cash and tendered to the Corporation for cancellation 3,000,000shares of common stock in the Company.

F-8



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

As a result of the disposition, the Corporation eliminated the following accounts and amounts from its consolidated balance sheet:

Cash $  29,576  
Current assets   52,400  
Property and equipment   31,723  
Current liabilities   (594,632 )
Long-term liabilities   (274,074 )
Preferred shares – noncontrolling interest   (5,000 )

The asset and liabilities of KWest Alberta as at April 30, 2013 have been reclassified as being from discontinued operations. Similarly, the operations and cash flows from KWest Alberta have been reclassified as being discontinued for both the current periods and the similar period for the previous periods.

NOTE 4 – RELATED PARTY TRANSACTIONS AND BALANCES

The following are related transaction balances with related parties for the year ended April 30, 2014:

          April 30, 2014           April 30, 2013  
    Current     Non-Current     Current     Non-Current  
Due to related party $  1,096   $  -   $  148,955   $  274,074  
                         
Due from related party $  87,656   $  -   $  -   $  -  

Current advances from related parties represent advances from a shareholder, advances from a Corporation with common management and advances from a party related to a shareholder. The advances are without interest and have no specified repayment terms.

Current advances to related parties represent the Corporation advances to a party related to a shareholder. The advances are without interest and have no specified repayment terms.

The following are transaction with related parties for the year ended April 30, 2014:

    April 30, 2014     April 30, 2013  
Cost of goods sold $  127,260   $  -  

Transactions consist of goods purchase from Qingdao Fuhuiyuan.

NOTE 5 - CAPITAL STOCK

On April 28, 2010, the Corporation issued 5,445,000 common shares of the Corporation for gross proceed of $92,817 by way of private placement.

On June 7, 2010, the Corporation issued 9,555,000 common shares of the Corporation in exchange for 100% of the outstanding common shares of KWest Investments & Development Inc. The transaction was accounted for as a reverse merger and a retroactive recapitalization.

F-9



FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014
 
Stated in Canadian dollars
 

On August 15, 2013, the Corporation issued 7,500,000 common shares of in exchange for all the outstanding shares of common stock of Fuhuiyuan International.

On January 31, 2014, the Corporation cancelled 3,000,000 common shares of the Corporation as a result of the disposal of its subsidiary (See Note 3).

As at April 30, 2014, there were no warrants or options outstanding.

NOTE 6 - INCOME TAXES

Fuhuiyuan International, the operating company, is registered in the British Virgin Islands (“BVI”) and conducts its operations from that jurisdiction. Currently, there is no income tax in the BVI. On January 17, 2014, the mind and management of Fuhuiyuan moved from Canada to China, with the result that all previous income tax losses were eliminated. The net result is that only $11,134 in losses are attributable to China, where there is the potential for future income taxes to be reduced by losses carried forward. (Currently 5 years.) The components of the future tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are as follows as at April 30, 2014 and 2013:

    2014     2013  
Statutory rate   25%     25%  
             
Expected income taxes recovery at the statutory rate $  ( 2,784 ) $  (72,110 )
Reversal of previously recognized tax benefit   -     77,000  
Adjustments to previous balances   -     (9,583 )
Benefit not recognized through increase in valuation allowance   2,784     40,369  
             
Income tax expense (recovery) recognized in the year $  -   $  35,676  

In prior years, a deferred tax asset was recognized, based on the fact that a portion of the gain on property sales was taken into income for tax purposes prior to its recognition for accounting purposes. However, in the year ending April 30, 2014, this tax paid income was eliminated through the application of a portion of the tax loss incurred in 2014.

The approximate tax effects of each type of temporary differences that gives rise to future tax assets (liabilities) are as follows at April 30, 2014 and 2013:

    2014     2013  
             
Non-capital loss carry forwards $  2,784   $  72,109  
Equipment and leaseholds   -     1,547  
    -     73,656  
Less: Valuation allowance   (2,784 )   (73,656 )
             
Future tax assets $  -   $  -  

F-10



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures <>were effective.

Management's Annual Report on Internal Control Over Financial Reporting

The management of our company is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our internal control system was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our company’s internal control over financial reporting as of April 30, 2014. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of April 30, 2014, our company’s internal control over financial reporting <>was effective for the purposes for which it is intended.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this Report.

Changes in Internal Controls

During the period ended April 30, 2014, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29



Item 9B. Other Information

On August 1, 2013 we appointed Bowen Dong and Jinglan Dong as directors of our company.

Subsequent to the closing of the share purchase and sale agreement, on January 20, 2014, we accepted the resignations of Stolfin Wong as our president, chief executive officer, chief financial officer, treasurer and director and Eric Lo as our secretary and director. The resignations were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Concurrent with the resignations of Messrs. Wong and Lo, on January 20, 2014, we appointed Jinglan Dong as our president and chief executive officer and Billy Tung as our chief financial officer, treasurer, secretary and director.

On June 18, 2014, Billy Tung resigned as our chief financial officer, treasurer, secretary and director. Mr. Tung’s resignation did not result from any disagreements with our company regarding our operations, policies, practices or otherwise. Our board of directors now consists of Jinglan Dong and Bowen Dong. Our president and chief executive officer, Jinglan Dong will serve as chief financial officer, treasurer and secretary until a successor is appointed.

PART III

Item 10. Directors and Executive Officers and Corporate Governance

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name
Position Held
with our Company
Age
Date First Elected or
Appointed
Jinglan Dong

President, Chief Executive Officer,
Chief Financial Officer, Treasurer,
Secretary and Director
28

August 1, 2013

Bowen Dong Director 29 August 1, 2013

The board of directors has no nominating, audit or compensation committee at this time.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

30


Jinglan Dong – President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

Jinglan Dong has acted as a director of our company since August 1, 2013. Ms. Dong and was appointed as our president and chief executive officer on January 20, 2014 and as chief financial officer, treasurer and secretary of our company on June 18, 2014. Jinglan Dong is an entrepreneur based in Hong Kong. Since 2007, Ms. Dong has served as general manager of Qingdao Fuhuiyuan Investment Co. Ltd. Ms. Dong holds a Bachelor’s Degree in International Finance from Shandong Normal University

Bowen Dong – Director

Bowen Dong has acted as a director of our company since August 1, 2013. Bowen Dong is an entrepreneur based in Hong Kong. Mr. Dong served as a police officer of the Qingdao Hong Kong Middle Road Police during 2006 and 2007. Since 2007 he has served as the founding chairman of Qingdao Fuhuiyuan Investment Co. Ltd. Mr. Dong holds a Bachelor’s Degree in Business Management from Hubei University.

Identification of Significant Employees

We have no significant employees, other than Jinglan Dong, our president, chief executive officer, chief financial officer, treasurer, secretary and director.

Family Relationship

Bowen Dong and Jinglan Dong are husband and wife. There are no other family relationships among our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

   
2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

   
3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

   
4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

   
5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

   
6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

31


Code of Ethics

Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our audit committee consists of our entire board of directors.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

32



Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

  (a)

principal executive officer;

     
  (b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years our ended April 30, 2014 and April 30, 2013; and

     
  (c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2014 and April 30, 2013,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

   SUMMARY COMPENSATION TABLE   





Name
and Principal
Position







Year






Salary
($)






Bonus
($)





Stock
Awards
($)





Option
Awards
($)

Non-
Equity
Incentive
Plan
Compensa-
tion
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)



All
Other
Compensa-
tion
($)






Total
($)
Jinglan Dong(1)
President, Chief
Executive Officer,
Chief Financial
Officer, Treasurer,
Secretary and
Director
2014
2013




Nil
N/A




Nil
N/A




Nil
N/A




Nil
N/A




Nil
N/A




Nil
N/A




Nil
N/A




Nil
N/A




Billy Tung(2)
Former Chief
Financial Officer,
Treasurer, Secretary
and Director
2014
2013


Nil
N/A


Nil
N/A


Nil
N/A


Nil
N/A


Nil
N/A


Nil
N/A


Nil
N/A


Nil
N/A


Stolfin Wong(3)
Former President,
Chief Executive
Officer, Chief
Financial Officer,
Treasurer and
Director
2014
2013




Nil
Nil




Nil
Nil




Nil
Nil




Nil
Nil




Nil
Nil




Nil
Nil




Nil
Nil




Nil
Nil




Eric Lo(4)
Former Secretary and
Director
2014
2013
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

  (1)

Jinglan Dong has acted as a director of our company since August 1, 2013. Ms. Dong and was appointed as our president and chief executive officer on January 20, 2014 and as chief financial officer, treasurer and secretary of our company on June 18, 2014.

  (2)

Billy Tung was appointed as chief financial officer, treasurer, secretary and director of our company on January 20, 2014. Mr. Tung resigned from these positions on June 18, 2014.

  (3)

Stolfin Wong was appointed as our president, chief executive officer, chief financial officer, treasurer and director on January 29, 2010 and was appointed as secretary March 29, 2011. Mr. Wong resigned as secretary on February 28, 2013 and as president, chief executive officer, chief financial officer, treasurer and director on January 20, 2014.

  (4)

Eric Lo was appointed as a director of our company on January 29, 2010 and as secretary on February 28, 2013. Mr. Lo resigned as secretary and director of our company on January 20, 2014.

33


Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended April 30, 2014 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended April 30, 2014.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 22, 2014, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

34





Name and Address of Beneficial Owner



Title of Class
Amount and
Nature of
Beneficial
Ownership

Percentage
of
Class(1)
Jinglan Dong(2)
Suite #204 – 15615 102nd Avenue
Edmonton, AB T5P 4X7
Common

Nil

0%

Bowen Dong(3)
Suite #204 – 15615 102nd Avenue
Edmonton, AB T5P 4X7
Common

Nil

0%

Directors and Officers as a group Common Nil 0%
YQ International Group (Holdings) Co.
Ltd.(4)
23 Harbour Road
Great Eagle Center, 23 Floor
Wanchai, Hong Kong
Common



7,500,000



38.46%



Tony Wong(5)
9710 – 66 Avenue
Edmonton, AB ^6E 0M3
Common

1,320,250

6.77%

Xiaoyan Dong
Room 8, No. 100, Boxing Road, Shibei
District, Qingdao City, Shandong Province
Common

1,168,500

5.99%

Jing Zhang
Room 6, No. 2005 No. 599 Jiushui East
Road, Licang District, Qingdao City
Shandong Province
Common


1,151,500


5.90%


Guohai Wang
Room 1-3-1 No. 99
Wuyi Road
Wafangdian City
Common


1,140,000


5.85%


Stolfin Wong(6)
Suite #204 – 15615 102nd Avenue
Edmonton, AB T5P 4X7
Common

1,022,000

5.24%

Over 5% Shareholders Common 13,302,250 68.21%

  (1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 22, 2014. As of July 22, 2014, there were19,500,000 shares of our company’s common stock issued and outstanding.

  (2)

Jinglan Dong has acted as a director of our company since August 1, 2013. Ms. Dong and was appointed as our president and chief executive officer on January 20, 2014 and as chief financial officer, treasurer and secretary of our company on June 18, 2014.

35



  (3)

Bowen Dong has acted as a director of our company since August 1, 2013.

  (4)

Jinglan Dong and Bowen Dong have voting and dispositive control over securities held by YQ International Group (Holdings) Co. Ltd.

  (5)

Tony Wong is a director of KWest Alberta, which was our wholly owned subsidiary until January 17, 2014.

  (6)

Stolfin Wong resigned as our president, chief executive officer, chief financial officer, treasurer and as director on January 20, 2014.

Changes in Control

Other than as disclosed, we are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

We entered into the following related transaction with related parties with respect of the purchase and sale of land:

On June 15, 2009, we purchased land from 0829436 BC Ltd., a company which is controlled by one of our former officers and directors, Eric Lo, for $1,000,000, which was determined to be the fair market price at the time of purchase. Under the terms of the contract, the sale proceeds are not payable to the transferor until we have received funds from the sale noted below, where it was sold to a related party, who in turn sold it to an unrelated third party. We sold an undivided 90% interest of the land for $1,440,000 to Kimura Lake Estate, a company controlled by our former officers and directors, Eric Lo and Stolfin Wong, among others. The resulting gain of $540,000 was deferred and is being recognized as the transferee sells units of the property and collects the proceeds thereon. The transferee does not have to pay us until it collects funds when the units are sold to unrelated third parties. Eric Lo, our former officer and director, controls and is also one of the directors of 0829436 BC Ltd. Our former officers and directors, Stolfin Wong and Eric Lo, control and are also directors of Kimura Lake Estate Inc.

36


The following are related party details and balances with such related parties.












Related
Party






Ownership
%
of Party
Related to
Our
Company




Manage-
ment of
Related
Party
Shared
With
Our
Company
Total
Amount
paid to
Company
by
Related
Party
for the
year
Ended
April 30,
2013


Total
Amount
Paid to
Related
Party
for the
Year
Ended
April
30, 2013
Total
Amount
Owed to
Related
Party
by
Company
for the
Year
Ended
April 30,
2013

Total
Amount
Owed to
Company
by
Related
Party for
the Year
Ended
April 30,
2013
Total
Amount
paid to
Company
by
Related
Party
for the
year
Ended
April 30,
2014

Total
Amount
Paid to
Related
Party
for the
Year
Ended
April
30,
2014
Total
Amount
Owed to
Related
Party
by
Company
for the
Year
Ended
April 30,
2014

Total
Amount
Owed to
Company
by
Related
Party for
the Year
Ended
April 30,
2014
Stolfin Wong



$23,106







Eric Lo

        $39,907          
Tony Wong






$26,224


   
Jinglan Dong

                $1,096  
KWest
Investments
& Development
Inc.
(“KWest
Alberta”)
100%
owned
by our
company













$0(1)
Kimura Lake
Estate Inc.
(“Kimura
Lake”)








Stolfin
Wong:
33%
ownership

Tony
Wong:
33%
ownership

Eric Lo:
17%
ownership
Eric Lo –
Director

Stolfin
Wong –
Director

Tony
Wong –
Director






$40,000
































$952,794(1)











































$0(1)







  (1)

Represents funds owed to KWest Alberta (our subsidiary) by Kimura Lake for the sale of the Sturgeon County property to Kimura Lake. KWest Alberta is no longer a subsidiary of Fuhuiyuan. KWest Alberta was sold back to its original owners on Jan. 1, 2014.

KWest Alberta charged Kimura Lake Estate a monthly management fee for managing the Sturgeon County property. The commission expenses are charged to Kimura Lake Estate and payable to KWest Alberta’s sales persons who sold the units of undivided interest to investors. KWest Alberta pays consultant fees to our former officer and director, Stolfin Wong, for managing the office and to Tony Wong, a director of KWest Alberta for looking after the sales and marketing department.

On June 7, 2010, we closed a share exchange with KWest Alberta. As part of that closing, we issued the following shares of our common stock to related parties:

37


  • 2,320,250 shares to Tony Wong;
  • 2,002,000 shares to Stolfin Wong; and
  • 601,000 shares to Eric Lo.

There have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

At the time, Stolfin Wong and Eric Lo were our only promoters, as they were involved in our incorporation, and, other than the related party transactions described above, have not received anything of value directly or indirectly from our company.

On August 1, 2013 we appointed Bowen Dong and Jinglan Dong as directors of our company.

Subsequent to the closing of the share purchase and sale agreement, on January 20, 2014, we accepted the resignations of Stolfin Wong and Eric Lo as officers and directors of our company.

Jinglan Dong and Bowen Dong have not received anything of value directly or indirectly from our company.

Director Independence

We currently act with two directors, consisting of Jinglan Dong and Bowen Dong. We have determined that our directors are not “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accountant Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended April 30, 2014 and 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

38




Year Ended
April 30, 2013
$
April 30, 2014
$
Audit Fees 5,400 $6,500
Audit Related Fees 2,800 $2,000
Tax Fees Nil  
All Other Fees Nil  
Total 8,200 $8,500

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

Financial Statements

     
(1)

Financial statements for our company are listed in the index under Item 8 of this document;

     
(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

     
(b)

Exhibits


Exhibit Description
Number  
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1 Share Exchange Agreement with KWest Investments & Development Inc., dated June 7, 2010 (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
(3) (i) Articles of Incorporation, (ii) Bylaws
3.1 Articles of Incorporation of KWest Investment International Ltd. (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
3.2 Certificate of Amendment filed with the Nevada Secretary of State on January 8, 2010 (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
3.3 Bylaws of KWest Investment International Ltd. (Incorporated by reference to our Registration Statement on Form S-1 filed on December 13, 2011)
3.4 Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on August 7, 2013)
3.3 Certificate of Incorporation for Fuhuiyuan International Group (Holdings) Limited, a British Virgin Islands corporation (Incorporated by reference to our Current Report on Form 8-K filed on October 31, 2013)
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 Instrument Defining the Right of Holders – Form of Share Certificate (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
(10) Material Contracts

39


Exhibit Description
Number  
10.1 Land Purchase Agreement dated June 10, 2009 (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
10.2 Land Sale Agreement dated June 12, 2009 (Incorporated by reference to our Registration Statement on Form S-1 filed on August 16, 2011)
10.3 Share Exchange Agreement dated August 15, 2013 with Fuhuiyuan International Group (Holdings) Limited and its Selling Shareholders (Incorporated by reference to our Current Report on Form 8-K filed on August 28, 2013)
10.4 International Trading Agency Agreement between with Fuhuiyuan International Group (Holdings) Limited and Qingdao Fuhuiyuan Investment Co. Ltd. (Incorporated by reference to our Current Report on Form 8-K filed on October 31, 2013)
10.5 Share Purchase and Sale Agreement dated January 1, 2014 with KWest Investments & Development Inc., and the Selling Shareholders (Incorporated by reference to our Current Report on Form 8-K filed on January 22, 2014)
(21) List of Subsidiaries
21.1 Fuhuiyuan International Group (Holdings) Limited, a British Virgin Islands corporation
(31) Rule 13a-14(d)/15d-14(d) Certifications
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32) Section 1350 Certifications
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101** Interactive Data Files
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith

   
**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

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

  FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
  (Registrant)
   
   
   
Dated: August 1, 2014 /s/ Jinglan Dong
  Jinglan Dong
  President, Chief Executive Officer, Chief Financial Officer,
  Treasurer, Secretary and Director
  (Principal Executive Officer, Principal Financial Officer and
  Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: August 1, 2014 /s/ Jinglan Dong 
  Jinglan Dong
  President, Chief Executive Officer, Chief Financial Officer,
  Treasurer, Secretary and Director
  (Principal Executive Officer, Principal Financial Officer and
  Principal Accounting Officer)
   
   
   
Dated: August 1, 2014 /s/ Bowen Dong
  Bowen Dong  
  Director

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