UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from _________ to _________
Commission
File Number.
(Exact name of registrant issuer as specified in its charter)
| 6770 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | LVPA | N/A |
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ☐ NO ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company
|
Emerging growth company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
YES ☐ NO ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YES
☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of December 14, 2022, was approximately $50 based on a closing price of $0.0065 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 14, 2022.
| Class | Outstanding at December 14, 2022 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial statements
LVPAI GROUP LIMITED
CONDENSED BALANCE SHEETS
AS OF OCTOBER 31, 2022 AND JANUARY 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
| October 31, 2022 | January 31, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accrued liabilities and other payable | ||||||||
| Amount due to the related parties | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding, October 31, 2022 and January 31, 2022, respectively | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of October 31, 2022 and January 31, 2022, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| * |
See accompanying notes to the unaudited condensed financial statements.
| F-1 |
LVPAI GROUP LIMITED
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Three months ended October 31, | Nine months ended October 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income: | ||||||||||||||||
| - Foreign currency translation adjustment | ||||||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share- Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of shares outstanding* | ||||||||||||||||
| * |
See accompanying notes to the unaudited condensed financial statements.
| F-2 |
LVPAI GROUP LIMITED
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
For the three and nine months ended October 31, 2022
| PREFERRED STOCK | COMMON STOCK | ADDITIONAL | ||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL DEFICIT | ||||||||||||||||||||||
| Balance as of January 31, 2022 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of April 30, 2022 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of July 31, 2022 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of October 31, 2022 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the three and nine months ended October 31, 2021
| PREFERRED STOCK | COMMON STOCK | ADDITIONAL | ||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares* | Amount* | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL DEFICIT | ||||||||||||||||||||||
| Balance as of January 31, 2021 (Audited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | - | - | ||||||||||||||||||||||||||
| Balance as of April 30, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of July 31, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of October 31, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| * |
See accompanying notes to the unaudited condensed financial statements.
| F-3 |
LVPAI GROUP LIMITED
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Nine Months Ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accrued liabilities and other payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related parties loans | ||||||||
| Net cash used in financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
| F-4 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
Lvpai Group Limited, a Nevada corporation (“LVPA”, “the Company”, “we”, “us”) has been dormant since November 2011. On March 16, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-809716-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.
On March 17, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.
On
January 25, 2021, as a result of a private transactions, shares of Series A Preferred Stock, $ par value per share (the
“Shares”) of the Company were transferred from Custodian Ventures, LLC to Yang Fuzhu (the “Purchaser”). Each
share of Series A Preferred Stock is convertible to shares of common stock as a result, the Purchaser became an approximately
On January 25, 2021, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Yang Fuzhu consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
On
August 12, 2022, as a result of two private transactions,
On August 12, 2022, the existing director and officer resigned immediately. Accordingly, Yang Fuzhu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary. At the effective date of the transfer, Chen Yuanhang consented to act as the new Chief Executive Officer, President, and a Director of the Company, and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.
The Company’s accounting year-end is January 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
The accompanying unaudited condensed financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.
● Basis of presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
● Going concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these
financial statements. The Company has incurred operating losses since inception. As of October 31, 2022 the Company had negative retained
earnings of
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
● Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
| F-5 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Cash and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On October 31,
2022, and January 31, 2022, the Company’s cash equivalents totaled $
● Revenue recognition
On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended October 31, 2022 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
● Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
● Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
● Recent accounting pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.
We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.
● Stockholders’ Equity and Accrued Liability Excess Stock Issuance
The Company has authorized shares of Common Stock with a par value of $. As of October 31, 2022, and January 31, 2022, respectively, there were shares of Common Stock issued and outstanding, respectively.
On March 1, 2021, the Company issued shares of preferred stock with a par value of $.
| F-6 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 3 - ACCRUED LIABILITIES
| As of | ||||||||
| October 31, 2022 | January 31, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ACCRUED LIABILITIES | $ | $ | ||||||
| TOTAL ACCRUED LIABILITIES | $ | $ | ||||||
The accrued liabilities included the 10-Q review fee, FA consulting fee, M2 edgar filing fee and share agency fee.
NOTE 4 - AMOUNT DUE TO THE RELATED PATIES
| As of | ||||||||||
| October 31, 2022 | January 31, 2022 | |||||||||
| (Unaudited) | (Audited) | |||||||||
| Mr. Yang Fuzhu | (Shareholder & former director) | $ | $ | |||||||
| Mr. Chen Yanghang | (Shareholder & director) | |||||||||
| TOTAL AMOUNT DUE TO THE RELATED PARTIES | $ | $ | ||||||||
The amount due are unsecured, interest-free with no fixed payment term, for working capital purpose.
| F-7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended January 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.5, dated May 3, 2019 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.
Results of Operation
For the three and nine months ended October 31, 2022
For the three months periods ended October 31, 2022 and 2021, we realized revenue in amount of $0 and $0, respectively. For the nine months periods ended October 31, 2022 and 2021, we realized revenue in amount of $0 and $0, respectively.
Result of operation for the three months ended October 31, 2022 and 2021, we realized cost of revenue in amount of $0 and $0, respectively. Result of operation for the nine months ended October 31, 2022 and 2021, we realized cost of revenue in amount of $0 and $0, respectively.
The overall gross loss for the Company was $0 and $0 for the three months ended October 31, 2022 and 2021, respectively. The overall gross profit (or loss) for the Company was $0 and $0 for the nine months ended October 31, 2022 and 2021, respectively.
Our net loss was $7,825 and $5,657 for the three months ended October 31, 2022 and 2021, respectively. Our net loss was $33,798 and $24,769 for the nine months ended October 31, 2022 and 2021, respectively. Such increase was due to the professional fee (audit and review fee).
Liquidity and Capital Resources
As of October 31, 2021, we had cash and cash equivalents of $0. We have a negative operating cash flows of $32,528 and our working capital has been and will continue to be significant. As a result, we depend substantially on our previous financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.
Operating Activities
For the nine months periods ended October 31, 2022, net cash used in operating activities was $32,528, compared to net cash used in operating activities of $17,804 for the nine months periods ended October 31, 2021.
Investing Activities
For the nine months periods ended October 31, 2022, net cash provided by investing activities was $0, compared to net cash provided by investing activities of $0 for the nine months periods ended October 31, 2021.
Financing Activities
For the nine months periods ended October 31, 2022 net cash provided by financing activities was $32,528. For the nine months periods ended October 31, 2021, net cash provided by finance activities was $17,804.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Contractual Obligations, Commitments and Contingencies
We currently have a lease agreement in place with respect to office premises in Beijing China to commence our business operations.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of October 31, 2022.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| 3 |
Item 3 Quantitative 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 required by this Item.
Item 4 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
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. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ending October 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 4 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under 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.
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 5 |
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.
| Lvpai Group Limited | ||
| (Name of Registrant) | ||
| Date: December 15, 2022 | ||
| By: | /s/ Chen Yuanhang | |
| Title: | Chief Executive Officer, President, Secretary, | |
| Treasurer and Director | ||
| 6 |
EXHIBIT 31.1
CERTIFICATION
I, Chen Yuanhang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lvpai Group Limited (the “Company”) for the quarter ended October 31, 2022;
2. Based on my knowledge, this quarterly 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 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, 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 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; |
5. The registrant’s other certifying officer 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: December 15, 2022 | ||
| By: | /s/ Chen Yuanhang | |
| Title: |
Chief Executive Officer, President, Secretary, Treasurer and Director |
EXHIBIT 31.2
CERTIFICATION
I, Zhang Wenmin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lvpai Group Limited (the “Company”) for the quarter ended October 31, 2022;
2. Based on my knowledge, this quarterly 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 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, 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 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; |
5. The registrant’s other certifying officer 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: December 15, 2022 | ||
| By: | /s/ Zhang Wenmin | |
| Title: | Chief Financial Officer |
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
In connection with the Quarterly Report of Lvpai Group Limited (the “Company”) on Form 10-Q for the period ending October 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) 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 result of operations of the Company.
| Date: December 15, 2022 | ||
| By: | /s/ Chen Yuanhang | |
| Title: |
Chief Executive Officer, President, Secretary, Treasurer and Director |
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 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lvpai Group Limited (the “Company”) on Form 10-Q for the period ending October 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) 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 result of operations of the Company.
| Date: December 15, 2022 | ||
| By: | /s/ Zhang Wenmin | |
| Title: | Chief Financial Officer | |
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 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Balance Sheets - USD ($) |
Oct. 31, 2022 |
Jan. 31, 2022 |
||
|---|---|---|---|---|
| ASSETS | ||||
| TOTAL ASSETS | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Accrued liabilities and other payable | 5,540 | 4,270 | ||
| Amount due to the related parties | 57,027 | 24,499 | ||
| TOTAL LIABILITIES | 62,567 | 28,769 | ||
| STOCKHOLDERS’ DEFICIT | ||||
| Preferred stock, $0.001 par value, 20,000,000 shares authorized, 10,000,000 shares issued and outstanding, October 31, 2022 and January 31, 2022, respectively | 10,000 | 10,000 | ||
| Common stock, $0.001 par value, 103,103 shares authorized, 103,103 shares issued and outstanding as of October 31, 2022 and January 31, 2022, respectively | [1] | 103 | 103 | |
| Additional paid-in capital | 19,616,948 | 19,616,948 | ||
| Accumulated deficit | (19,689,618) | (19,655,820) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | (62,567) | (28,769) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| ||||
Condensed Balance Sheets (Parenthetical) - $ / shares |
Oct. 31, 2022 |
Jan. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
| Preferred stock, shares issued | 10,000,000 | 10,000,000 |
| Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 103,103 | 103,103 |
| Common stock, shares issued | 103,103 | 103,103 |
| Common stock, shares outstanding | 103,103 | 103,103 |
Condensed Statements of Operations and Comprehensive Loss - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Oct. 31, 2022 |
Oct. 31, 2021 |
Oct. 31, 2022 |
Oct. 31, 2021 |
|||
| Income Statement [Abstract] | ||||||
| REVENUES | ||||||
| COST OF REVENUES | ||||||
| GROSS PROFIT | ||||||
| OPERATING EXPENSES | (7,825) | (5,657) | (33,798) | (24,769) | ||
| LOSS FROM OPERATIONS | (7,825) | (5,657) | (33,798) | (24,769) | ||
| Other expense | ||||||
| Net loss from operations | (7,825) | (5,657) | (33,798) | (24,769) | ||
| Income tax expense | ||||||
| Net loss | (7,825) | (5,657) | (33,798) | (24,769) | ||
| Other comprehensive income: | ||||||
| - Foreign currency translation adjustment | ||||||
| COMPREHENSIVE LOSS | $ (7,825) | $ (5,657) | $ (33,798) | $ (24,769) | ||
| Net loss per share- Basic and diluted | $ (0.08) | $ (0.06) | $ (0.33) | $ (0.25) | ||
| Weighted Average Number of shares outstanding | [1] | 103,103 | 103,103 | 103,103 | 103,103 | |
| ||||||
Condensed Statements of Changes in Stockholders' Deficit - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|||
|---|---|---|---|---|---|---|---|---|
| Beginning balance, value at Jan. 31, 2021 | $ 10,000 | $ 103 | $ 19,616,948 | $ (19,627,051) | ||||
| Beginning balance, shares at Jan. 31, 2021 | 10,000,000 | 103,103 | [1] | |||||
| Net loss | ||||||||
| Ending balance, value at Apr. 30, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,627,051) | ||||
| Ending balance, shares at Apr. 30, 2021 | 10,000,000 | 101,103 | [1] | |||||
| Beginning balance, value at Jan. 31, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,627,051) | ||||
| Beginning balance, shares at Jan. 31, 2021 | 10,000,000 | 103,103 | [1] | |||||
| Net loss | (24,769) | |||||||
| Ending balance, value at Oct. 31, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,651,820) | (24,769) | |||
| Ending balance, shares at Oct. 31, 2021 | 10,000,000 | 101,103 | [1] | |||||
| Beginning balance, value at Apr. 30, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,627,051) | ||||
| Beginning balance, shares at Apr. 30, 2021 | 10,000,000 | 101,103 | [1] | |||||
| Net loss | (19,112) | (19,112) | ||||||
| Ending balance, value at Jul. 31, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,646,163) | (19,112) | |||
| Ending balance, shares at Jul. 31, 2021 | 10,000,000 | 101,103 | [1] | |||||
| Net loss | (5,657) | (5,657) | ||||||
| Ending balance, value at Oct. 31, 2021 | $ 10,000 | $ 103 | 19,616,948 | (19,651,820) | (24,769) | |||
| Ending balance, shares at Oct. 31, 2021 | 10,000,000 | 101,103 | [1] | |||||
| Beginning balance, value at Jan. 31, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,655,820) | (28,769) | |||
| Beginning balance, shares at Jan. 31, 2022 | 10,000,000 | 103,103 | ||||||
| Net loss | (16,663) | (16,663) | ||||||
| Ending balance, value at Apr. 30, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,672,483) | (45,432) | |||
| Ending balance, shares at Apr. 30, 2022 | 10,000,000 | 103,103 | ||||||
| Beginning balance, value at Jan. 31, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,655,820) | (28,769) | |||
| Beginning balance, shares at Jan. 31, 2022 | 10,000,000 | 103,103 | ||||||
| Net loss | (33,798) | |||||||
| Ending balance, value at Oct. 31, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,689,618) | (62,567) | |||
| Ending balance, shares at Oct. 31, 2022 | 10,000,000 | 103,103 | ||||||
| Beginning balance, value at Apr. 30, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,672,483) | (45,432) | |||
| Beginning balance, shares at Apr. 30, 2022 | 10,000,000 | 103,103 | ||||||
| Net loss | (9,310) | (9,310) | ||||||
| Ending balance, value at Jul. 31, 2022 | $ 10,000 | $ 103 | 19,616,948 | (19,681,793) | (54,742) | |||
| Ending balance, shares at Jul. 31, 2022 | 10,000,000 | 103,103 | ||||||
| Net loss | (7,825) | (7,825) | ||||||
| Ending balance, value at Oct. 31, 2022 | $ 10,000 | $ 103 | $ 19,616,948 | $ (19,689,618) | $ (62,567) | |||
| Ending balance, shares at Oct. 31, 2022 | 10,000,000 | 103,103 | ||||||
| ||||||||
Condensed Statements of Cash Flows - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Oct. 31, 2022 |
Apr. 30, 2022 |
Oct. 31, 2021 |
Apr. 30, 2021 |
Oct. 31, 2022 |
Oct. 31, 2021 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ (7,825) | $ (16,663) | $ (5,657) | $ (33,798) | $ (24,769) | |
| Changes in operating assets and liabilities: | ||||||
| Accrued liabilities and other payables | 1,270 | 6,965 | ||||
| Net cash used in operating activities | (32,528) | (17,804) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from related parties loans | 32,528 | 17,804 | ||||
| Net cash used in financing activities | 32,528 | 17,804 | ||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||
| Net change in cash and cash equivalents | ||||||
| Cash and cash equivalents, beginning of period | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Cash paid for income taxes | ||||||
| Cash paid for interest paid | ||||||
ORGANIZATION AND BUSINESS BACKGROUND |
9 Months Ended |
|---|---|
Oct. 31, 2022 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
Lvpai Group Limited, a Nevada corporation (“LVPA”, “the Company”, “we”, “us”) has been dormant since November 2011. On March 16, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-809716-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.
On March 17, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.
On January 25, 2021, as a result of a private transactions, shares of Series A Preferred Stock, $ par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC to Yang Fuzhu (the “Purchaser”). Each share of Series A Preferred Stock is convertible to shares of common stock as a result, the Purchaser became an approximately 86.95% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from $65,503 in debt owed to him.
On January 25, 2021, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Yang Fuzhu consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
On August 12, 2022, as a result of two private transactions, (i) 4,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Yang Fuzhu to Chen Yuanhang and (ii) 1,000,000 Shares were transferred to Frank Chen (together, the “Purchasers”). As a result, the Purchasers became holders of an aggregate of approximately 43.48% of the voting rights of the issued and outstanding share capital of the Company and Yang Fuzhu retained 43.48% of the voting rights of the Company and is no longer the controlling shareholder. The consideration paid for the Shares was $172,500. The source of the cash consideration for the Shares was personal funds of the Purchasers.
On August 12, 2022, the existing director and officer resigned immediately. Accordingly, Yang Fuzhu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary. At the effective date of the transfer, Chen Yuanhang consented to act as the new Chief Executive Officer, President, and a Director of the Company, and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.
The Company’s accounting year-end is January 31.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN |
9 Months Ended |
|---|---|
Oct. 31, 2022 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
The accompanying unaudited condensed financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.
● Basis of presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
● Going concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred operating losses since inception. As of October 31, 2022 the Company had negative retained earnings of 19,689,618.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
● Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
LVPAI GROUP LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares)
● Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On October 31, 2022, and January 31, 2022, the Company’s cash equivalents totaled $0 and $0, respectively.
● Revenue recognition
On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended October 31, 2022 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
● Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
● Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
● Recent accounting pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.
We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.
● Stockholders’ Equity and Accrued Liability Excess Stock Issuance
The Company has authorized shares of Common Stock with a par value of $. As of October 31, 2022, and January 31, 2022, respectively, there were shares of Common Stock issued and outstanding, respectively.
On March 1, 2021, the Company issued shares of preferred stock with a par value of $.
LVPAI GROUP LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares)
|
ACCRUED LIABILITIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED LIABILITIES | NOTE 3 - ACCRUED LIABILITIES
The accrued liabilities included the 10-Q review fee, FA consulting fee, M2 edgar filing fee and share agency fee.
|
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AMOUNT DUE TO THE RELATED PATIES |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMOUNT DUE TO THE RELATED PATIES | NOTE 4 - AMOUNT DUE TO THE RELATED PATIES
The amount due are unsecured, interest-free with no fixed payment term, for working capital purpose. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) |
9 Months Ended |
|---|---|
Oct. 31, 2022 | |
| Accounting Policies [Abstract] | |
| Basis of presentation | ● Basis of presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
|
| Going concern | ● Going concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred operating losses since inception. As of October 31, 2022 the Company had negative retained earnings of 19,689,618.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
| Use of estimates | ● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
|
| Reclassification | ● Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
LVPAI GROUP LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares)
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| Cash and cash equivalents | ● Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On October 31, 2022, and January 31, 2022, the Company’s cash equivalents totaled $0 and $0, respectively.
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| Revenue recognition | ● Revenue recognition
On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended October 31, 2022 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
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| Income taxes | ● Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
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| Stock-based Compensation |
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
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| Net loss per share |
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
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| Related parties | ● Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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| Recent accounting pronouncements | ● Recent accounting pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.
We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.
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| Stockholders’ Equity and Accrued Liability Excess Stock Issuance | ● Stockholders’ Equity and Accrued Liability Excess Stock Issuance
The Company has authorized shares of Common Stock with a par value of $. As of October 31, 2022, and January 31, 2022, respectively, there were shares of Common Stock issued and outstanding, respectively.
On March 1, 2021, the Company issued shares of preferred stock with a par value of $. |
ACCRUED LIABILITIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACCRUED LIABILITIES |
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AMOUNT DUE TO THE RELATED PATIES (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF AMOUNT DUE TO RELATED PARTIES |
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ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - Series A Preferred Stock [Member] - USD ($) |
Aug. 12, 2022 |
Jan. 25, 2021 |
|---|---|---|
| Private Transaction [Member] | ||
| Ownership percentage | 86.95% | |
| Private Transaction [Member] | ||
| Shares issued in transaction, shares | 10,000,000 | |
| Sale of stock price per share | $ 0.001 | |
| Shares issued upon conversion | 200 | |
| Proceeds from issuance of stock | $ 172,500 | $ 250,000 |
| Business combination, separately recognized transactions, description | (i) 4,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Yang Fuzhu to Chen Yuanhang and (ii) 1,000,000 Shares were transferred to Frank Chen (together, the “Purchasers”). As a result, the Purchasers became holders of an aggregate of approximately 43.48% of the voting rights of the issued and outstanding share capital of the Company and Yang Fuzhu retained 43.48% of the voting rights of the Company and is no longer the controlling shareholder | |
| Private Transaction [Member] | David Lazar [Member] | ||
| Debt forgiven | $ 65,503 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) |
Oct. 31, 2022 |
Jan. 31, 2022 |
Mar. 01, 2021 |
|---|---|---|---|
| Accounting Policies [Abstract] | |||
| Accumulated deficit | $ 19,689,618 | $ 19,655,820 | |
| Cash equivalents | $ 0 | $ 0 | |
| Common stock, shares authorized | 103,103 | 103,103 | |
| Common stock, par value | $ 0.001 | $ 0.001 | |
| Common stock, shares issued | 103,103 | 103,103 | |
| Common stock, shares outstanding | 103,103 | 103,103 | |
| Preferred stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 |
| Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) |
Oct. 31, 2022 |
Jan. 31, 2022 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| ACCRUED LIABILITIES | $ 5,540 | |
| TOTAL ACCRUED LIABILITIES | $ 5,540 |
SCHEDULE OF AMOUNT DUE TO RELATED PARTIES (Details) - USD ($) |
Oct. 31, 2022 |
Jan. 31, 2022 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| TOTAL AMOUNT DUE TO THE RELATED PARTIES | $ 57,027 | |
| Mr. Yang Fuzhu [Member] | ||
| Related Party Transaction [Line Items] | ||
| TOTAL AMOUNT DUE TO THE RELATED PARTIES | 24,499 | |
| Mr. Chen Yanghang [Member] | ||
| Related Party Transaction [Line Items] | ||
| TOTAL AMOUNT DUE TO THE RELATED PARTIES | $ 32,528 |