UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~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 ~~December~~June 3130, ~~2017~~2018

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

For the transition period from ________ to ~~_________~~________

Commission File Number: 000-55869

~~SOUTHWESTERN~~FUQUAN ~~WATER~~FINANCIAL ~~EXPLORATION CO.~~COMPANY

(Exact name of registrant as specified in its charter)

Colorado		88-0126444
Nevada		88-0126444
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
(State of incorporation)		(I.R.S. Employer Identification No.)
PO Box 181062, Denver, Colorado		80218
(Address of Principal Executive Offices)		(Zip Code)

303-395-3855

23 Corporate Plaza Drive, Suite 150, Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

(949) 629-2534 (Registrant’s telephone number, including area code)

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

~~(Former~~Indicate ~~Name,~~by ~~former~~check ~~address~~mark ~~and~~whether ~~former~~the ~~fiscal~~registrant ~~year,~~has ifsubmitted ~~changed~~electronically ~~since~~every ~~last~~Interactive ~~report~~Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [X]

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13a orsmaller ~~15(d) of the Securities Exchange~~reporting ~~Act~~company, ~~of 1934 during the preceding 12 months (~~or ~~for~~an ~~such~~emerging ~~shorter~~growth ~~period~~company. ~~that~~See the ~~registrant~~definitions ~~was~~of ~~required~~“large toaccelerated ~~file~~filer”, ~~such~~“accelerated ~~reports)~~filer”, ~~and~~“smaller ~~(2)~~reporting ~~has~~company”, ~~been~~and ~~subject~~“emerging togrowth ~~such~~company” ~~filing~~in ~~requirements~~Rule ~~for~~12b-2 of the ~~past~~Exchange ~~90 days~~Act. ~~Yes ☒ No ☐~~

~~Table~~Large ofaccelerated ~~Contents~~filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging growth company [ ]

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~submitted~~elected ~~electronically~~not ~~and~~to ~~posted~~use onthe ~~its~~extended ~~corporate~~transition ~~web~~period ~~site,~~for complying ifwith any, ~~every~~new ~~Interactive Data~~or ~~File~~revised ~~required~~financial toaccounting bestandards ~~submitted~~provided ~~and posted~~ pursuant to ~~Rule~~Section ~~405 of Regulation S-T~~ 13(~~§232.405~~a) of ~~this chapter) during~~ the ~~preceding~~ 12Exchange ~~months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ~~Yes ☒~~[ ~~No ☐~~]

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting~~ company or(as andefined ~~emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company,” and “emerging growth company”~~ in Rule 12b-2 of the ~~Exchange~~ Act). ~~(Check~~Yes ~~one):~~[X] No [ ]

~~Large~~The outstanding ~~accelerated~~number ~~filer~~of ☐shares ~~Accelerated~~of ~~filer~~common ☐stock ~~Non-accelerated~~as ~~filer~~of ☐January ~~Smaller~~28, ~~reporting~~2019 ~~company~~was: ~~☒ Emerging growth company ☐~~2,900,164,114.

IfDocuments anincorporated ~~emerging growth company, indicate~~ by ~~check~~reference: mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐None

~~Indicate~~FUQUAN byFINANCIAL ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐~~COMPANY

AsFORM ~~of February 2, 2018, there were 122,164,114 shares of common stock, $0.001 par value per share, outstanding.~~10-Q

Table of Contents

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
Item 1.	Financial Statements	1
	Balance Sheets as of June 30, 2018 and March 31, 2018	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Statements of Operations for the three months ended June 30, 2018 and 2017 (unaudited)	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Statements of Cash Flows for the three months ended June 30, 2018 and 2017 (unaudited)	5
Item 4.	Controls and Procedures	17
	Notes to Financial Statements	6
PART II – OTHER INFORMATION
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 1.	Legal Proceedings	18
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 1A.	Risk Factors	18
ITEM 4.	Controls and Procedures	14
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	18
PART II. OTHER INFORMATION
Item 3.	Defaults Upon Senior Securities	18
ITEM 1.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	18
ITEM 1A.	Risk Factors	16
Item 5.	Other Information	18
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 6.	Exhibits	19
ITEM 3.	Defaults Upon Senior Securities	16
SIGNATURES		20
ITEM 4.	Mine Safety Disclosures	16
ITEM 5.	Other Information	16
ITEM 6.	Exhibits	17
	SIGNATURES	18

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Part I

Item 1. Financial Statements.

SOUTHWESTERN WATER EXPLORATION CO.
CONDENSED BALANCE SHEETS
	December 31			March 31
	2017			2017
	(unaudited)			(audited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	—		$	—
Total Current Assets		—			—
Total Assets	$	—		$	—
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Shareholder Loan Payable		313,883			297,277
Total Current Liabilities		313,883			297,277
Total Liabilities		313,883			297,277
Commitments and Contingencies (Note 6)
Shareholders' Deficit
Preferred Stock, $0.001 par value, 50,000,000 authorized		—			—
none issued and outstanding
Common Stock, $0.001 par value, 150,000,000 authorized,
122,164,114 issued and outstanding respectively		122,164			122,164
Additional Paid in Capital		5,673,913			5,673,913
Retained Deficit		(6,109,960	)		(6,093,354	)
Total Shareholders' Deficit		(313,883	)		(297,277	)
Total Liabilities and Shareholders' Deficit	$	—		$	—
The accompanying notes are an integral part of these condensed unaudited financial statements

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SOUTHWESTERN WATER EXPLORATION CO.
CONDENSED UNAUDITED STATEMENTS OF OPERATIONS
	For the Three Months Ended						For the Nine Months Ended
	December 31						December 31
	2017			2016			2017			2016
REVENUE	$	—		$	—		$	—		$	—
COST OF REVENUE		—			—			—			—
GROSS PROFIT		—			—			—			—
EXPENSES
General and administrative		7,831			15,300			16,606			45,900
Total Expenses		7,831			15,300			16,606			45,900
OPERATING LOSS		(7,831	)		(15,300	)		(16,606	)		(45,900	)
OTHER INCOME / (EXPENSE)		—			—			—			—
LOSS BEFORE TAXES		(7,831	)		(15,300	)		(16,606	)		(45,900	)
TAXES		—			—			—			—
NET LOSS	$	(7,831	)	$	(15,300	)	$	(16,606	)	$	(45,900	)
Net Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding: Basic and Diluted		122,164,114			122,164,114			122,164,114			122,164,114
The accompanying notes are an integral part of these condensed unaudited financial statements

~~Table of Contents~~PART I

SOUTHWESTERN WATER EXPLORATION CO.
CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS
	For the Nine Months Ended
	December 31,
	2017			2016
Cash Flows (Used In) Operating Activities:
Net Loss	$	(16,606	)	$	(45,900	)
Adjustments to reconcile net loss to
net cash used in operating activities:		—			—
Changes in working capital items:		—			—
Net Cash (Used In) Operating Activities		(16,606	)		(45,900	)
Cash Flows From (Used In) Investing Activities:		—			—
Cash Flows From Financing Activities:
Shareholder loan payable - advances		16,606			45,900
Net Cash From Investing Activities		16,606			45,900
Net Change in Cash:		—			—
Beginning Cash		—			—
Ending Cash	$	—		$	—
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest:	$	—		$	—
Cash paid for tax:	$	—		$	—
The accompanying notes are an integral part of these condensed unaudited financial statements

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FUQUAN FINANCIAL COMPANY

BALANCE SHEETS

(Unaudited)

	June 30, 2018			March 31, 2018
ASSETS

Current Assets
Cash and cash equivalents	$	-		$	-

Total Current Assets		-			-

Total Assets	$	-		$	-

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities
Accrued interest payable	$	121		$	-
Shareholder loan payable		324,033			324,033

Total Current Liabilities		324,154			324,033

Long Term Liabilities
Convertible loan payable		87,986			-

Total Liabilities		412,140			324,033

Commitments and Contingencies (Note 9)

Shareholders’ Deficit

Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 3,000,000,000 and 200,000,000 authorized, respectively, 2,900,164,114 and 122,164,114 issued and outstanding, respectively		2,900,164			122,164
Additional paid in capital		2,961,627			5,673,913
Accumulated deficit		(6,273,931	)		(6,120,110	)

Total Shareholders’ Deficit		(412,140	)		(324,033	)

Total Liabilities and Shareholders’ Deficit	$	-		$	-

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

~~Table~~FUQUAN FINANCIAL ~~of Contents~~COMPANY

~~SOUTHWESTERN~~STATEMENTS ~~WATER~~OF ~~EXPLORATION CO.~~OPERATIONS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017

(Unaudited)

NOTE 1. NATURE OF OPERATIONS

	For the Three Months Ended
	June 30,
	2018			2017

REVENUE	$	-		$	-

COST OF REVENUE		-			-

GROSS PROFIT		-			-

EXPENSES
General and administrative		153,700			400

Total Expenses		153,700			400

OPERATING LOSS		(153,700	)		(400	)

OTHER INCOME / (EXPENSE)		(121	)		-

LOSS BEFORE TAXES		(153,821	)		(400	)

TAXES		-			-

NET LOSS	$	(153,821	)	$	(400	)

Net Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding: Basic and Diluted		2,289,614,663			122,164,114

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

FUQUAN FINANCIAL COMPANY

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	June 30,
	2018			2017

Cash Flows (Used In) Operating Activities:
Net Loss	$	(153,821	)	$	(400	)
Adjustments to reconcile net loss to net cash used in operating activities:		-			-
Stock issued for compensation		65,714			-
Non-cash management fees		87,896
Changes in working capital items:
Accrued interest payable		121			-
Shareholder loan payable-advances		-			400

Net Cash (Used In) Operating Activities		-			-

Net Cash Flows From (Used In) Investing Activities:		-			-

Net Cash From Financing Activities		-			-

Net Change in Cash:		-			-

Beginning Cash		-			-

Ending Cash	$	-		$	-

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest:	$	-		$	-

Cash paid for tax:	$	-		$	-

SUPPLEMENTAL NON-CASH DISCLOSURES
Convertible note payable – related party	$	87,986		$	-

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

FUQUAN FINANCIAL COMPANY

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018

(UNAUDITED)

NOTE 1. ORGANIZATION AND OPERATIONS

Nature of Business

~~Southwestern~~Fuquan ~~Water~~Financial ~~Exploration Co.~~Company, a ~~Colorado~~Nevada corporation, (“~~Southwestern Water~~Fuquan”, “We"” or "“Us"”) is a publicly quoted shell company seeking to create value for our shareholders by merging with another entity with experienced management and ~~opportunities~~ opportunities for growth in return for shares of our common stock. No potential merger candidate has been identified at this time.

Our ~~mailing~~ mailing address is PO23 ~~Box~~Corporate ~~181062~~Plaza, ~~Denver~~Suite 150, ~~Colorado~~Newport Beach, ~~80218~~California 92660. AsWe we currently have no operations ~~we do not maintain an office and a post office box is sufficient to meet our requirements at this time~~.

History

Southwestern Water, formerly Star Acquisitions Corporation, was incorporated in the State of Colorado on July 10, 1987.

On November 12, 1993, we changed our name to Southwestern Water Exploration Co.

On February 27, 2018, a change in control of Southwestern Water Exploration Co. occurred in which the sole officer and board member resigned and new officers and board members were appointed. On March 15, 2018, the Company filed Articles of Amendment with the Colorado Secretary of State whereby it changed its name to “Fuquan Financial Company.” On March 29, 2018, the Company filed Articles of Conversion to change its domicile from Colorado to Nevada. On March 29, 2018, the Company filed an Issuer Company-Related Action Notification with FINRA requesting that the aforementioned name change be effective in the market and that the Company’s ticker symbol be changed to “FQFC.”

NOTE 2. GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the ~~nine~~three months ended ~~December~~June 3130, ~~2017~~2018, we reported a net loss of $16153,~~606~~821 ~~(unaudited)~~ and an accumulated deficit of $6,~~109~~273,~~960~~931 as of ~~December~~June 3130, ~~2017 (unaudited)~~2018. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2017 and for the related periods presented. The results for the three and nine-months ended December 31, 2017 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended March 31, 2017 included in the Form 10-12G/A on pages F-1 to F15, filed with the Securities and Exchange Commission on December 19, 2017.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FUQUAN FINANCIAL COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

Cash and Cash Equivalents

WeAs ~~maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose~~ of ~~the~~June ~~statements of cash flows~~30, ~~all~~2018 ~~highly~~and ~~liquid investments with a maturity of three months or less are considered to be cash equivalents. As of December 31,~~ 2017, ~~and 2016,~~ we did not maintain any cash or bank balances.

Financial Instruments

The estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of accounts payable, accrued liabilities and loans payable approximate fair value because of the short-term maturities of these instruments. The fair value of our shareholder loan payable approximates to its carrying value due to its short-term maturity.

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Fair Value Measurements:

ASC Topic 820, Fair Value Measurements and Disclosures ("“ASC 820"”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a ~~definition~~ definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of a single loan payable from one of our shareholders. The carrying values the loan payable - shareholder approximates its fair value due to its short maturity.

Related Party Transactions:

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person'’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with Aquarius, or (iv) anyone who can significantly influence the financial and operating decisions of Aquarius. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Fixed Assets:

~~Fixed~~As ~~assets~~of ~~are~~June ~~stated~~30, at2018 ~~cost.~~and ~~Depreciation~~2017, iswe ~~calculated~~did ~~using~~not ~~the~~maintain ~~straight-line~~any ~~method~~fixed ~~over the estimated useful lives of the~~ assets. ~~Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the related reasonably assured lease term.~~

We review our fixed assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

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Maintenance and repairs of fixed assets are charged to operations. Major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is included in operations.

Impairment of Long-Lived and Intangible Assets:

InWe ~~the~~had ~~event~~no ~~that facts and circumstances indicated that the cost of~~ long-lived ~~and~~or intangible assets ~~may~~as ~~be impaired, an evaluation~~ of ~~recoverability~~June ~~will be performed. If an evaluation was required~~30, ~~the~~2018 ~~estimated future undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write-down to market value~~ or ~~discounted cash flow value was required. No impairment was recorded during the three and nine-month periods ended December 31,~~ 2017 ~~and 2016~~.

FUQUAN FINANCIAL COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

Deferred Costs and Other:

Offering costs with respect to issue of debt or equity by us are initially deferred and ultimately offset against the proceeds from these debt or equity transactions if successful or expensed if the proposed debt or equity transaction is unsuccessful.

Income Taxes:

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Uncertain Tax Positions:

We evaluate tax positions in a two-step process. Wee first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

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Revenue Recognition:

~~Four basic~~Revenue ~~criteria~~is ~~must~~recognized bewhen ~~met~~obligations under ~~before~~the ~~revenue~~terms ~~can~~of bea ~~recognized:~~contract ~~(1)~~with ~~persuasive~~a ~~evidence~~customer ofare ansatisfied, ~~arrangement~~generally ~~exists;~~this ~~(2)~~occurs ~~delivery~~with ~~has occurred; (3)~~ the ~~selling~~transfer ~~price~~of iscontrol ~~fixed~~of ~~and~~our ~~determinable;~~product. Revenue ~~and (4) collectability~~ is ~~reasonably~~measured ~~assured.~~as ~~Determination~~the amount of ~~criteria (3)~~consideration ~~and~~we ~~(4)~~expect ~~are~~to ~~based~~receive onin ~~our~~exchange ~~management's~~for ~~judgments~~transferring ~~regarding~~goods. ~~the~~Sales, ~~fixed~~value ~~nature~~add, and ofother ~~the~~taxes ~~selling~~we ~~prices~~collect ofconcurrent ~~the~~with ~~products~~revenue-producing ~~and~~activities ~~services delivered~~are ~~and~~excluded ~~the~~from ~~collectability of those amounts~~revenue.

During the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3130, 2018 ~~2017~~ and ~~2016~~2017, we did not recognize any revenue.

Advertising Costs:

~~We expense advertising costs when advertisements occur.~~ No advertising costs were incurred during the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3130, ~~2017~~2018 orand ~~2016~~2017.

Stock Based Compensation:

The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance commitment date or the completion of services. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.

Net Loss per Share Calculation:

Basic net loss per common share ("“EPS"”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

During the three and nine-month periods ended December 31, 2017 and 2016, 200,000 stock options with an exercise price of $0.001 and without an expiration date were issued and outstanding. The impact of these stock options was excluded from the calculation of the net loss per share in both the three and nine-month periods ended December 31, 2017 and 2016 as it would have been anti-dilutive.

Subsequent Events:

We have evaluated all transactions from September 30, 2017 through January 27, 2018 for subsequent event disclosure consideration.

~~Table~~FUQUAN FINANCIAL ~~of Contents~~COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

As of December 31, 2017, we stated that throughout the three and nine-month periods ended of September 30, 2017 and 2016, 200,000 stock options with an exercise price of $0.001 and that did not expire were issued and fully vested. That authorization has been rescinded and as of June 30, 2018, no stock options were issued.

Subsequent Events:

We have evaluated all transactions from July 1, 2018 through January 28, 2019 for subsequent event disclosure consideration.

Recently Accounting Pronouncements:

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on ~~tour~~our financial statements.

NOTE 4. SHAREHOLDER ~~LOAN~~LOANS PAYABLE

During the three ~~and nine~~ months ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017, we received $~~7,831~~0 ~~(2016- $15,300)~~ and $16400,~~606~~ ~~(2016-$45,900)~~ respectively, by way of loan from our principal shareholder, a former officer and director of ours, to fund our working capital requirements such as the compensation to the former officer and director, accounting, auditing, ~~edgar~~SEC ~~filing~~filings, tax preparation, share transfer agent fees and certain legal fees.

The loan is interest free, unsecured and due on demand.

The balance due to our principal shareholder on this loan as of ~~December~~June 3130, ~~2017~~2018 ~~(unaudited)~~ and ~~March 31,~~ 2017 ~~(audited)~~ was $~~313~~324,~~883~~033 and $~~297~~324,~~277~~ 033, respectively.

NOTE 5~~. INCOME~~ ~~TAXES~~- CONVERTIBLE NOTES PAYABLE – RELATED PARTY

In or around April 2018 the Company entered into a Convertible Loan Agreement with its majority shareholder, Houyu Huang (the “Loan Agreement”). Under the terms of the Loan Agreement, Mr. Huang agreed to provide financing to the Company up to a maximum of $500,000. The Company will issue to Mr. Huang an advance request each time it requires funding under the Loan Agreement. All amounts so advanced will be covered under a Convertible Promissory Note (the “Note”). All amounts under the Note accrue interest at the rate of 10% per annum; are due and payable in 24-months; and, can be converted at the option of Mr. Huang into shares of our common stock at a 20% discount to the market price of our shares. The Note is convertible at any time following 90-days after the issue date.

During the period ended June 30, 2018, the Company issued convertible note of $87,986.

As of June 30, 2018, the outstanding principal balance of the note was $87,986, the note had accrued interest of $587.

FUQUAN FINANCIAL COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

NOTE 6. INCOME TAXES

We did not provide any current or deferred US federal income tax provision or benefit for any of the periods presented in these financial statements because we have experienced losses since Inception. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017 as defined under ASC 740, "“Accounting for Income Taxes."” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

~~The~~NOTE ~~sources~~7. ~~and~~COMMITMENTS ~~tax~~& ~~effects of the differences for the periods presented are as follows:~~CONTINGENCIES

	Three-month periods						Nine-month periods
	Ended December 31,						Ended December 31,
	2017			2016			2017			2016
Statutory U.S. Federal Income Tax Rate		21	%		21	%		21	%		21	%
State Income Taxes		4	%		4	%		4	%		4	%
Change in Valuation Allowance		(25	)%		(25	)%		(25	)%		(25	)%
Effective Income Tax Rate		0	%		0	%		0	%		0	%

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A reconciliation of the income taxes computed at the statutory rate is as follows:

	Three-month periods						Nine-month periods,
	Ended December 31,						Ended December 31,
	2017			2016			2017			2016
Tax at statutory rate (21%)	$	1,958		$	3,825		$	4,151		$	11,475
Increase in valuation allowance		(1,958	)		(3,825	)		(4,151	)		(11,475	)
Net deferred tax assets	$	—		$	—		$	—		$	—

NOTE 6. COMMITMENTS & CONTINGENCIES

Legal Proceedings

We were not subject to any legal proceedings for the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3130, ~~2017~~2018 and ~~2016,~~2017 and, to the best of our knowledge, no legal proceedings are pending or threatened.

NOTE 7 8. SHAREHOLDERS’ DEFICIT

Preferred Stock

As of December 31, 2017, we stated that we were authorized to issue 50,000,000 shares of preferred common stock with a par value of $0.001. That authorization has been rescinded and as of June 30, 2018, no shares of preferred stock were authorized to be issued.

No shares of preferred stock were issued and outstanding during the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3120, ~~2017~~2018 and ~~2016~~2017.

Common Stock

AsOn ofor ~~December~~around 31April 20, ~~2017~~2018, wethe ~~were~~Company ~~authorized~~issued ~~to issue 150~~2,778,000,000 shares of its common stock ~~with~~to aHouyu ~~par~~Huang ~~value~~as compensation for services rendered as president and director of $0the Company.~~001~~ The issuance was exempt under Section 4(a)(2) of the Securities Act.

AsOn ofor ~~December~~around ~~31,~~April ~~2017~~23, ~~and~~2018 ~~March~~the ~~31,~~Company ~~2017,~~increased ~~122,164,114~~its number of authorized shares of common stock ~~were~~to ~~issued~~3,000,000,000 ~~and~~shares, ~~outstanding~~$0.001 par value.

NoAs ~~shares~~ of ~~common~~June ~~stock~~30, ~~were~~2018 ~~issued~~and ~~during~~June ~~the~~30, ~~three~~2017, 2,900,164,114 and ~~nine-month~~122,164,144 ~~periods~~shares ~~ended~~of ~~December~~common ~~31,~~stock ~~2017~~were issued and ~~2016~~outstanding, respectively.

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Warrants

No warrants were issued or outstanding during the three ~~and~~months ~~nine-month periods~~ ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017.

Stock Options

The ~~Corporation~~Company has an incentive stock option plan, which provides for the granting by the Board of Directors of stock options to ~~directors~~ directors and officers for the purchase of authorized but unissued common shares.

~~Throughout~~As of December 31, 2017, we stated that throughout the three and nine-month periods ended of ~~December~~September 3130, 2017 and 2016, 200,000 stock options with an exercise price of $0.001 and that dodid not expire were issued and fully vested. That authorization has been rescinded and as of June 30, 2018, no stock options were issued.

NOTE 8. 9. SUBSEQUENT EVENTS

~~The~~Through ~~Company~~January ~~evaluated~~25, ~~subsequent~~2019 ~~events~~the ~~after~~Company ~~September~~has 30borrowed an additional $171,372 ~~2017~~under ~~through~~the ~~January~~April 272018 Convertible Loan Agreement. The entire amount was paid to Fuquan Investment Management (USA) Company (“FIM USA”), ~~2018~~which ~~and~~is ~~has~~owned ~~determined~~by ~~there~~our ~~have~~CFO, ~~been~~Hua noHuang. ~~subsequent~~The ~~events~~amounts were paid directly to FIM USA as payment for ~~which~~management ~~disclosure~~services isprovided ~~required~~by FIM USA to the Company. These services were provided under the MSA, discussed below.

On around September 26, 2018 the Company filed with the State of Nevada to effect a reverse stock split. The reverse stock split has not yet been implemented and effected. When implemented and effected, one (1) share of common stock will be issued for every four (4) shares of common stock issued and outstanding. The number of authorized shares of common stock will be reduced by the same 1:4 ratio, resulting in 750,000,000 shares of common stock being authorized.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, include forward-looking statements. Information in this report contains “forward looking statements” which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, “believes”, “estimates”, “projects”, “targets”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. Statements in this report concerning the following, without limitation, are forward looking statements:

	●	future financial and operating results;

	●	our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;

	●	our ability to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity;

	●	current and future economic and political conditions;

	●	overall industry and market trends;

	●	management’s goals and plans for future operations; and

	●	other assumptions described in this report underlying or relating to any forward-looking statements.

All references to “Fuquan”, “we”, “our,” “us” and the “Company” in this Item 2 refer to Fuquan Financial Company.

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. You should understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law.

The following discussion of the results of operations for the three months ended June 30, 2018 and 2017, respectively, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of a number of factors. An investment in our common stock involves a high degree of risk. Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended March 31, 2018, filed with the SEC on January 22, 2018. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

~~Table~~The assumptions used for purposes of ~~Contents~~the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

~~Item 2. Management’s~~Plan ~~Discussion and Analysis~~ of ~~Financial Condition and Results of Operations.~~Operation

~~CAUTIONARY~~Our ~~NOTE~~plan ~~REGARDING~~of ~~FORWARD-LOOKING~~operation ~~STATEMENTS~~is to raise debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

This Form 10Q contains forward-looking statements that may be affected by matters outside our control that could cause materially different results.

Some of the information in this Form 10Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These statements express, or are based on, our expectations about future events. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as, "may", "will", "expect", "intend", "project", "estimate", "anticipate", "believe" or "continue" or the negative thereof or similar terminology. They include statements regarding our:

☐ financial position,

☐ business plans,

☐ budgets,

☐ amount, nature and timing of capital expenditures,

☐ cash flow and anticipated liquidity,

☐ future operations of unknown nature costs,

☐ acquisition and development of other technology,

☐ future demand for any products and services acquired,

☐ operating costs and other expenses.

Although we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results include:

☐ general economic conditions,

☐ our cost of operations,

☐ our ability to generate sufficient cash flows to operate,

☐ availability of capital,

☐ the strength and financial resources of our competitors,

☐ our ability to find and retain skilled personnel, and

☐ the lack of liquidity of our common stock.

Any of the factors listed above and other factors contained in this Form 10Q could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations. When you consider these forward-looking statements, you should keep in

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mind these risk factors and the other cautionary statements in this Form 10Q. Our forward-looking statements speak only as of the date made.

PLAN OF OPERATION

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

At this time, we have no cash on hand or committed resources of debt or equity to fund these losses and will reliant, potentially, on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.

RESULTS OF OPERATIONS FOR THE THREE~~-MONTH~~ ~~PERIOD~~MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2017~~2018 COMPARED TO THE THREE~~-MONTH~~ ~~PERIOD~~MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2016~~2017

Revenue

We recognized no revenue during the three~~-month~~ ~~periods~~months ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017. We currently have no business from which to generate revenues.

Cost of Revenue

We recognized no cost of revenue during the three~~-month~~ ~~periods~~months ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017.

Gross Profit / (Loss)

We recognized no gross profit / (loss) during the three~~-month~~ ~~periods~~months ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017.

General and Administrative Expenses

During the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2017~~2018, we incurred $7153,~~831~~700 in general and administrative expenses compared to $~~15,300~~400 induring the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2016, a decrease of $7,469~~2017. The ~~decrease~~increase was due largely ~~from~~to ~~the fact that during the three-month period ended December 31, 2016, we accrued~~ $1587,~~000~~986 inmanagement ~~accrued~~fee ~~directors~~ and ~~officer’s fees. Following the resignation of our former sole director and officer~~$65,714 ~~Mr. Cutler, in February 2017, no director’s or~~ officer’s ~~fees~~compensation ~~were accrued during the three-month period ended December 31, 2017. The general and administrative~~(through ~~expenses~~stock ~~incurred during the three-month period ended December 31, 2017 were related to audit and review fees, accounting fees, Edgar filing fees, and tax return preparation~~granted).

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fees, share transfer fees and other general office expenses. The balance of general and administrative expenses incurred during the three months ended September 30, 2016 related to share transfer agent fees.

Operating Loss

During the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2017~~2018, we incurred an operating loss of $7153,~~831~~700 compared to an operating loss of $~~15,300~~400 for the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2016~~2017, aan ~~decrease~~increase of $7153,~~469~~300 due to the factors discussed above.

Interest and Other Income / (Expenses) Net

During the three~~-month~~ ~~periods~~months ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017, we recognized no$121 interest ~~or other income / (~~expense).

Loss before Income Tax

During the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2017~~2018, we incurred a loss before taxes of $7153,~~831~~821 compared to a loss before taxes of $~~15,300~~400 for the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2016~~2017, aan ~~decrease~~increase of $7153,~~469~~421 due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded in either of the three~~-month~~ ~~periods~~months ended ~~December~~June 3130,~~2017~~ 2018 or ~~2016~~2017, as we have incurred taxable losses in both periods.

Net Loss

During the three~~-month~~ ~~period~~months ended ~~December~~June 3130, ~~2017~~2018, we incurred a net loss of $7153,~~831~~821 compared to a net loss of $~~15,300~~400 for the three~~-month period~~ months ended June ~~December 31~~30, ~~2016~~2017, aan ~~decrease~~increase of $7153,~~469~~421 due to the factors discussed above.

~~RESULTS~~CASH OFFLOW ~~OPERATIONS~~ FOR THE ~~NINE~~THREE ~~MONTH~~MONTHS ~~PERIOD~~ ENDED ~~DECEMBER~~JUNE 3130, ~~2017~~2018 COMPARED TO THE ~~NINE~~THREE ~~MONTH~~MONTHS ~~PERIOD~~ ENDED ~~DECEMBER~~JUNE 3130, ~~2016~~2017

~~Revenue~~At June 30, 2018, we did not have any cash or cash equivalents, no assets, no operating business or other source of income and outstanding liabilities and a stockholders’ deficit of $412,140. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

We recognized no revenue during the nine-month periods ended December 31, 2017 and 2016. We currently have no business from which to generate revenues.

Cost of Revenue

We recognized no cost of revenue during the nine-month periods ended December 31, 2017 and 2016.

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Gross Profit / (Loss)

We recognized no gross profit / (loss) during the nine-month periods ended December 31, 2017 and 2016.

General and Administrative Expenses

During the nine-month period ended December 31, 2017, we incurred $16,606 in general and administrative expenses compared to $45,900 in the nine-month period ended December 31, 2016, a decrease of $29,294. The decrease was due largely from the fact that during the nine-month period ended December 31, 2016, we accrued $45,000 in accrued directors and officer’s fees. Following the resignation of our former sole director and officer, Mr. Cutler, in February 2017, no director’s or officer’s fees were accrued during the nine-month period ended December 31, 2017. The general and administrative expenses incurred during the nine-month period ended December 31, 2017 related to audit and review fees, accounting fees, edgar filing fees, tax return preparation fess, share transfer fees and other general office expenses. The balance of general and administrative expenses incurred during the nine months period ended December 31, 2016 related to share transfer agent fees.

Operating Loss

During the nine-month months ended December 31, 2017, we incurred an operating loss of $16,606 compared to an operating loss of $45,900 in the nine-month period ended December 31, 2016, a decrease of $29,294, due to the factors discussed above.

Interest and Other Income / (Expenses) Net

During the nine-month periods ended December 31, 2017 and 2016 we recognized no interest or other income / (expense).

Loss before Income Tax

During the nine-month months ended December 31, 2017, we incurred a loss before taxes of $16,606 compared to a loss before taxes of $45,900 in the nine-month period ended December 31, 2016, a decrease of $29,294, due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded in either the nine-month periods ended December 31, 2017 or 2016, as we have incurred taxable losses in both periods.

Net Loss

During the nine-month months ended December 31, 2017, we incurred a net loss of $16,606 compared to a net loss of $45,900 in the nine-month period ended December 31, 2016, a decrease of $29,294, due to the factors discussed above.

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CASH FLOW FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2017 COMPARED TO THE NINE MONTH PERIOD ENDED DECEMBER 31, 2016

At December 31, 2017, we did not have any cash or cash equivalents, no assets, no operating business or other source of income and outstanding liabilities and a stockholders’ deficit of $313,883

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the ~~years~~year ended March 31, ~~2017 and 2016~~2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

We are now focused raising debt and/or equity financing to meet ongoing operating expenses and attempting to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

	Nine Months			Nine Months
	Three Months			Three Months
	Ended			Ended
	December 31, 2017			December 31, 2016
	June 30, 2018			June 30, 2017
Net Cash Used in Operating Activities	$	~~(16,606~~-	)	$	~~(45,900~~-	)
Net Cash Provided (Used In) by Investing Activities		—-			—-
Net Cash Provided by Financing Activities		~~16,606~~-			~~45,900~~-
Net Movement in Cash and Cash Equivalents	$	—-		$	—-

Operating Activities

During the ~~nine-month~~three ~~period~~months ended ~~December~~June 3130, ~~2017~~2018, we incurred a net loss of $16153,~~606~~821 which included $65,714 ~~without~~non-cash officer compensation in the ~~need~~form ~~for~~of ~~adjustment~~a ~~for~~stock grant and non-cash ~~items,~~ ~~represented~~management ~~the~~fees of $87,986. The net cash used in operating activities during the period was $ . By comparison, during the ~~nine-month~~three ~~period~~months ended June 30, 2017, we incurred a net loss ~~December~~of 31$400 and received $400 advance of a shareholder loan payable, for net cash of $0 used in operating activities during the period.

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2016, we incurred a net loss of $45,900 which, without the need for adjustment for non-cash items, represented the net cash used in operating activities during the period

Investing Activities

We neither generated nor used funds in investing activities during the ~~nine~~three ~~month~~months ~~periods~~ ended ~~December~~June 3130, ~~2017~~2018 and ~~2016~~2017.

Financing Activities

During the ~~nine-month~~three ~~period~~months ended ~~December~~June 3130, 2018 and 2017, we received $1687,~~606~~986 by way of ~~loan~~a convertible note payable advance from our controlling shareholder. By comparison, during the ~~nine-month~~three ~~period~~months ended ~~December~~June 3130, ~~2016~~2017, we ~~received~~had ~~$45,900~~no byfinancing ~~way of loan advance from our controlling shareholder~~activities.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

~~Item~~Off-Balance ~~3. Quantitative~~Sheet ~~and Qualitative Disclosures about Market Risk.~~Arrangements

AsThere are no off-balance sheet arrangements that have or are reasonably likely to have a ~~“smaller~~current ~~reporting~~or ~~company”~~future aseffect ~~defined~~on byour ~~Item~~financial 10condition, changes ofin ~~Regulation~~financial ~~S-K~~condition, ~~the~~revenues ~~Company~~or isexpenses, ~~not~~results ~~required~~of tooperations, ~~provide~~liquidity, ~~information~~capital expenditures or capital resources ~~required~~that byare ~~this~~material ~~Item~~to investors.

~~Item 4~~ITEM 3. ~~Controls~~ ~~and~~QUANTITATIVE ~~Procedures.~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information regarding this Item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our ~~management~~ management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of of the end of the period ~~covered~~ by this Form ~~10Q~~10-Q. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not sufficient as of ~~December~~June 3130, ~~2017~~2018.

~~Changes~~Management’s inReport of Internal ~~Controls~~Control over Financial Reporting

~~There~~The Company ~~have~~is ~~been no~~responsible ~~changes~~for inestablishing ~~our~~and maintaining adequate internal control over financial reporting ~~during~~in accordance with the ~~quarter~~Rule ~~ended December~~13a-15 31of the Securities Exchange Act of 1934. The Company’s officer, ~~2017~~its ~~that~~president, ~~have~~conducted ~~materially~~an ~~affected~~evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, or2018 ~~are~~based ~~reasonably~~on ~~likely~~the tocriteria ~~materially~~establish in ~~affect~~Internal Control Integrated Framework issued by the 2013 Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, ~~our~~management concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2018, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

1714

~~Table of Contents~~Material Weaknesses:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are:

	●	We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

	●	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

	●	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

	●	We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

	●	We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

Management of the Company is committed to improving its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (ii) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; and, (iii) may consider appointing outside directors and audit committee members in the future.

Management has discussed the material weaknesses noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected during our financial close and reporting process.

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

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during its current fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

OTHER INFORMATION

~~Item~~ ITEM 1. ~~Legal~~LEGAL ~~Proceedings.~~PROCEEDINGS

~~There~~From ~~are~~time ~~presently~~to notime, ~~material~~we ~~pending~~may be involved in routine legal proceedings, toas ~~which~~well ~~the~~as ~~Company~~demands, ~~any~~claims ~~executive~~and ~~officer~~threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, ~~owner~~for any claims of ~~record~~any type (either alone or ~~beneficially~~in ofthe ~~more~~aggregate) ~~than~~may ~~five~~materially ~~percent~~and adversely affect our financial condition, results of ~~any~~operations ~~class~~and liquidity. In addition, the ultimate outcome of ~~voting~~any ~~securities~~litigation is auncertain. ~~party~~Any oroutcome as(including toany ~~which~~for ~~any~~the ofactions ~~its~~described ~~property~~above), iswhether ~~subject~~favorable or unfavorable, may materially and noadversely ~~such proceedings~~affect ~~are~~us ~~known~~due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the ~~Company~~period toincurred. beWe ~~threatened~~cannot assure you that additional contingencies of a legal nature or ~~contemplated~~contingencies having legal aspects will not be asserted against itus in the future, and these matters could relate to prior, current or future transactions or events.

~~Item~~We 1Aare not currently a party to any other material legal proceedings. ~~Risk~~We ~~Factors~~are not aware of any pending or threatened litigation against us that in our view would have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain, and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

ITEM 1A.

RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~Item~~ ITEM 2. ~~Unregistered~~UNREGISTERED ~~Sale~~SALES ofOF ~~Equity~~EQUITY ~~Securities~~SECURITIES ~~and~~AND ~~Use~~USE ofOF ~~Proceeds.~~PROCEEDS

~~There~~On ~~were~~or noaround ~~sales~~April 20, 2018, the Company issued 2,778,000,000 shares of ~~unregistered~~its ~~equity~~common ~~securities~~stock ~~during~~to ~~the~~Houyu ~~three~~Huang as compensation for services rendered as president and ~~nine-month~~director ~~periods~~of ~~ended~~the ~~December~~Company. ~~31,~~The ~~2017~~issuance ~~and~~was ~~2016~~exempt under Section 4(a)(2) of the Securities Act.

~~Item~~ ITEM 3. ~~Defaults~~ ~~Upon~~DEFAULTS ~~Senior~~UPON ~~Securities.~~SENIOR SECURITIES

There were no senior securities issued and outstanding during the three and nine-month periods ended December 31, 2017 and 2016.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

None.

18ITEM 4. MINE SAFETY DISCLOSURES

~~Table of Contents~~Not applicable.

~~Item 6.~~ITEM ~~Exhibits~~5. OTHER INFORMATION

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL INSTANCE DOCUMENT*
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

None.

* Filed herewith.16

19ITEM 6. EXHIBITS

Table of Contents

Exhibit Number		Description

3.1		Articles of Incorporation of the Company (Colorado), incorporated by reference to Exhibit 3.(i).1 to Form-10 as filed by the Company with the Securities and Exchange Commission on November 14, 2017.

3.2		Bylaws of the Company (Colorado), incorporated by reference to Exhibit 3.(i)(2) to Form-10 as filed by the Company with the Securities and Exchange Commission on November 14, 2017.

3.3		Articles of Amendment (Colorado) changing the Company’s name to Fuquan Financial Company, filed on March 15, 2018, incorporated by reference to Exhibit 3.3 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

3.4		Statement of Conversion (Colorado) converting the Company to a Nevada corporation, filed on March 26, 2018, incorporated by reference to Exhibit 3.4 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019..

3.5		Articles of Incorporation (Nevada) filed on March 28, 2018, incorporated by reference to Exhibit 3.5 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

3.6		Articles of Conversion, filed on March 28, 2018, incorporated by reference to Exhibit 3.6 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

3.7		Certificate of Amendment increasing the number of authorized shares of common stock, filed on April 23, 2018, incorporated by reference to Exhibit 3.7 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

3.8		Certificate of Change providing for a 1:4 reverse stock split, filed on September 26, 2018, incorporated by reference to Exhibit 3.8 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

10.1		Loan Agreement, incorporated by reference to Exhibit 10.1 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

10.2		Convertible Note, incorporated by reference to Exhibit 10.2 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

10.3		Management Services Agreement, incorporated by reference to Exhibit 10.3 to Form 10-K as filed by the Company with the Securities and Exchange Commission on January 22, 2019.

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

31.2.		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

(*)	Filed herewith.

SIGNATURES

~~Pursuant~~In toaccordance ~~the~~with ~~requirements~~Section 13 or 15(d) of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~the~~our ~~registrant~~Company ~~has duly~~ caused this report to be signed on its behalf by the undersigned , thereunto duly authorized.

Date: February 5, 2018	SOUTHWESTERN WATER EXPLORATION CO.
Date: January 28, 2019	FUQUAN FINANCIAL COMPANY
	/s/ Redgie Green
	By:	/s/ Meihua Lia
	Redgie Green President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
	Name:	MEIHUA LI
	Title:	Chief Executive Officer, (Principal Executive Officer)

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