WMGR Wellness Matrix Group Inc (CE)

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

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2015

or

[   ] 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 organization)	(IRS Employer Identification No.)
Unit D, 30/F, Tower 2, Metro City, Phase 2,
Tseung Kwan O, Hong Kong	N/A
(Address of principal executive offices)	(Zip Code)

(852) 5398 1722
(Registrant’s telephone number, including area code)

Suite 204, 15615 102 Avenue, Edmonton, Alberta, Canada, T5P 4X7
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES       [   ] NO

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

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

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES       [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
19,500,000 common shares issued and outstanding as of March 10, 2015.

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Table of Contents

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	15
Item 4.	Controls and Procedures	15
PART II – OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		19

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PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

Our unaudited interim consolidated financial statements for the three and nine months ended January 31, 2015 form part of this quarterly report. All currency references in this report are to Canadian dollars unless otherwise noted.

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Fuhuiyuan International Holdings Ltd.
INTERIM CONSOLIDATED BALANCE SHEETS
Stated in Canadian Dollars
(Unaudited)

		January 31,			April 30,
		2015			2014
ASSETS
Current
Due from related parties - Note 6	$	-		$	87,656
Total Assets	$	-		$	87,656
LIABILITIES
Current
Accounts payable and accrued liabilities	$	4,285		$	163,400
Due to related parties – Note 6		121,517			1,096
Total Liabilities		125,802			164,496
STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock
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		1,950			1,950
Additional paid in capital		107,916			107,916
Accumulated deficit		(238,577	)		(189,791	)
Accumulated other comprehensive income		2,909			3,085
Total Stockholders' Deficit		(125,802	)		(76,840	)
Total Liabilities and Stockholders' Deficit	$	-		$	87,656

See Accompanying Notes

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Fuhuiyuan International Holdings Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the three and nine month periods ended January 31, 2015 and 2014
Stated in Canadian Dollars
(Unaudited)

		Three Months End January 31,						Nine Months End January 31,
		2015			2014			2015			2014
Revenues
Sales revenue	$	-		$	-		$	-		$	160,365
Cost of goods sold		-			-			-			128,292
Net Profit		-			-			-			32,073
Expenses
Administration fees		2,888			4,725			11,813			10,238
Consulting fees		-			10,500			1,575			10,500
Office and general		(1,465	)		16,337			7,244			54,140
Professional fees		5,380			4,923			28,154			34,921
Total expenses		6,803			36,485			48,786			109,799
Operating loss		(6,803	)		(36,485	)		(48,786	)		(77,726	)
Other income - gain on sale of property to related party		-			17,688			-			17,688
Net loss from continued operations		(6,803	)		(18,797	)		(48,786	)		(60,038	)
Loss from discontinued operations		-			-			-			(10,549	)
Net loss		(6,803	)		(18,797	)		(48,786	)		(70,587	)
Other comprehensive income
Foreign currency translation		(144	)		5,428			(176	)		4,104
Comprehensive loss	$	(6,947	)	$	(13,369	)	$	(48,962	)	$	(66,483	)
Basic and diluted loss per share	$	(0.0003	)	$	(0.0009	)	$	(0.0024	)	$	(0.0037	)
Weighted average number of shares outstanding		19,500,000			21,521,739			19,500,000			19,059,847

See Accompanying Notes

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Fuhuiyuan International Holdings Ltd.
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Period ended January 31, 2015
Stated in Canadian Dollars
(Unaudited)

See Accompanying Notes

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Fuhuiyuan International Holdings Ltd.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine month periods ended January 31, 2015 and 2014
Stated in Canadian Dollars
(Unaudited)

		Nine Months End January 31,
		2015			2014
Operating activities
Net loss for period	$	(48,962	)	$	(70,587	)
Loss from discontinued operations		-			10,549
Changes in non-cash working capital balances
Accounts payable		(159,115	)		54,897
Due to (from) related parties		208,077			-
Net cash from continuing operations		-			(5,141	)
Financing activities
Related party advance		-			1,096
Net cash from continuing investing activities		-			1,096
Cash from discontinued operations		-			3,685
Increase (decrease) in cash and cash equivalents during the period		-			(360	)
Cash and cash equivalents, beginning of the period		-			360
Cash and cash equivalents, end of the period	$	-		$	-

See Accompanying Notes

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FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

(UNAUDITED)

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 was a newly formed trading company and that had recently entered into an agency agreement with Qingdao Fuhuiyuan Investment Co. Ltd. (“Qingdao Fuhuiyuan”) in which Qingdao Fuhuiyuan 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.

On January 1, 2014, the Corporation sold one of its subsidiaries, KWest Investments & Development Inc (See Note 5).

These consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and clarification of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2015, the Company has not yet achieved profitable operations and has accumulated losses of $237,177 since inception, both of which cast substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or the financial contributions of its shareholders through related party loans or new equity financing. There is no assurance that any of these events will take place in the next twelve months.

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FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

(UNAUDITED)

Stated in Canadian dollars

NOTE 2 – INTERIM REPORTING

The interim condensed consolidated financial statements, which include the Corporation and its subsidiary, Fuhuiyuan International Group (Holdings) Limited, are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All significant inter-company accounts and transactions have been eliminated. These financial statements include 100% of the assets, liabilities, and net income or loss of its wholly-owned subsidiary.

While the information presented in the accompanying interim condensed consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s April 30, 2014 annual consolidated financial statements. Operating results for the nine month period ended January 31, 2015 are not necessarily indicative of the results that can be expected for the year ended April 30, 2015.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no changes in accounting policies from those disclosed in the notes to the audited consolidated financial statements for the year ended April 30, 2014.

Functional currency

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

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

The Corporation adopts new pronouncements relating to generally accepted accounting principles applicable to the Corporation 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.

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FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

(UNAUDITED)

Stated in Canadian dollars

NOTE 5 – 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 3,000,000 shares of common stock in the Company.

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

NOTE 6 – RELATED PARTY TRANSACTIONS AND BALANCES

The following are related transaction balances with related parties for the period ended January 31, 2015:

		January 31, 2015						April 30, 2014
		Current			Non-Current			Current			Non-Current
Due to related party	$	121,517		$	-		$	1,096		$	-
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.

NOTE 7 - 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.

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 5).

As at January 31, 2015, there were no warrants or options outstanding.

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Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q 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 unaudited 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 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 consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly 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 quarterly report, the terms “we”, “us”, “our” and “our company” mean Fuhuiyuan International Holdings Limited and our wholly-owned subsidiary, 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 Islands 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 endeavored 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 Islands 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.

Results of Operations

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the quarter ended January 31, 2015, which are included herein.

Our operating results for the three and nine months ended January 31, 2015 and 2014 are summarized as follows:

		Three Months Ended						Nine Months Ended
		January 31,						January 31,
		2015			2014			2015			2014
Revenue	$	Nil		$	Nil		$	Nil		$	160,365
Cost of goods sold	$	Nil		$	Nil		$	Nil		$	128,292
Administration fees	$	2,888		$	4,725		$	11,813		$	10,238
Consulting fees	$	Nil		$	10,500		$	1,575		$	10,500
Office and general	$	(1,465	)	$	16,337		$	7,244		$	54,140
Professional fees	$	5,380		$	4,923		$	28,154		$	34,921
Loss from discontinued operations	$	Nil		$	Nil		$	Nil		$	10,549
Net Income (Loss)	$	(6,803	)	$	(18,797	)	$	(48,786	)	$	(70,587	)

For the three months ended January 31, 2015, our net loss decreased by $11,994 as compared to the three months ended January 31, 2014. The decrease of our net loss for the three months ended January 31, 2014 was primarily due to lower expenses.

For the nine months ended January 31, 2015, our net loss decreased by $21,801 as compared to the nine months ended January 31, 2014. The decrease of our net loss for the nine months ended January 31, 2014 was primarily due to lower expenses.

Liquidity and Financial Condition

Working Capital

		At			At
		January 31,			April 30,
		2015			2014
Current Assets	$	Nil		$	87,656
Current Liabilities	$	125,802		$	164,496
Working Capital (Deficit)	$	(125,802	)	$	(76,840	)

Our total current assets as of January 31, 2015 were Nil as compared to total current assets of $87,656 as of April 30, 2014. Our total current liabilities as of January 31, 2015 were $125,802 as compared to total current liabilities of $164,496 as of April 30, 2014. The increase in our working capital deficiency was primarily attributed to the decrease in current assets and the increase in the amount due to related parties.

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Cash Flows
		Nine Months Ended
		January 31,
		2015			2014
Net Cash Provided by (Used in) Operating Activities	$	Nil		$	(5,141	)
Net Cash Provided by (Used in) Financing Activities	$	Nil		$	1,096
Cash Flows from Discontinued Operations	$	Nil		$	3,685
Increase (Decrease) in Cash and Cash Equivalents During the Period	$	Nil		$	(360	)

Operating Activities

Cash used in operating activities during the nine months ended January 31, 2015 decreased to $nil compared to cash used in operating activities for the nine months ended January 31, 2014 of $5,141 which is primarily due to the increase in the amount due to related parties.

Investing Activities

There were no investing activities during the nine months ended January 31, 2015.

Financing Activities

There were no financing activities during the nine months ended January 31, 2015 compared to cash provided by financing activities for the nine months ended January 31, 2014 of $1,096. The increase is primarily due to due to related party advance.

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.

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

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

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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 $175,000 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.

Critical Accounting Policies

The summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are the representations of our company’s management, who is responsible for their integrity and objectivity. The consolidated financial statements have been prepared in accordance with the instructions to form 10-Q, and therefore, do not included all the information necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Our company's significant accounting policies are more fully described in Note 2 to the audited consolidated financial statements contained in our company's Annual Report on Form 10-K for the year ended April 30, 2014. There were no material changes to our company's significant accounting policies or the estimates made pursuant to those policies during the most recent quarter.

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 3.           Quantitative and Qualitative Disclosure About Market Risk

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

Item 4.           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.

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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.

Changes in Internal Controls

During the quarter covered by this report 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.

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings

We know of no material, existing or pending legal proceedings against us, 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 shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A.        Risk Factors

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

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.           Defaults Upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

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Item 6.           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
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

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Exhibit	Description
Number
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

18

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SIGNATURES

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

	FUHUIYUAN INTERNATIONAL HOLDINGS
	LIMITED
	(Registrant)
Dated: March 11, 2015	/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)

19

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jinglan Dong, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fuhuiyuan International Holdings Limited;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 11, 2015

/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)

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jinglan Dong, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Fuhuiyuan International Holdings Limited for the period ended January 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fuhuiyuan International Holdings Limited.

 

Dated: March 11, 2015	/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)
	Fuhuiyuan International Holdings Limited

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Fuhuiyuan International Holdings Limited and will be retained by Fuhuiyuan International Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.

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