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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period Ended July 31, 2022

 

or

 

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. 033-20966

 

LVPAI GROUP LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   6770   76-0251547

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

50 West Liberty Street, Suite 880, Reno, Nevada 89501

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (646) 768-8417

 

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.

 

YES ☒ NO ☐

 

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

 

YES ☒ 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 ☐  
Non-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 ☒ NO ☐

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of September 21, 2022, was approximately $6,230 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 September 21, 2022.

 

Class   Outstanding at September 21, 2022
Common Stock, $.0001 par value   103,103

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
PART I FINANCIAL INFORMATION F-1
     
ITEM 1. FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of July 31, 2022 (unaudited) and January 31, 2022 F-1
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended July 31, 2022 and 2021 (unaudited) F-2
  Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended July 31, 2021 and 2021 (unaudited) F-3
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2022 and 2021 (unaudited) F-4
  Notes to the Condensed Consolidated Financial Statements F-5 – F-7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK 4
ITEM 4. CONTROLS AND PROCEDURES 4
     
PART II OTHER INFORMATION 5
     
ITEM 1 LEGAL PROCEEDINGS 5
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 5
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 5
ITEM 4 MINE SAFETY DISCLOSURES 5
ITEM 5 OTHER INFORMATION 5
ITEM 6 EXHIBITS 5
  SIGNATURES 6

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial statements

 

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2022 AND JANUARY 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

         
   As of
   July 31, 2022  January 31, 2022
   (Unaudited)  (Audited)
ASSETS          
TOTAL ASSETS  $-   $- 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Accrued liabilities and other payable   9,320    4,270 
Amount due to the related parties   45,422    24,499 
TOTAL LIABILITIES  $54,742   $28,769 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 10,000,000 shares issued and outstanding, July 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 July 31, 2022 and January 31, 2022, respectively*   103    103 
Additional paid-in capital   19,616,948    19,616,948 
Accumulated deficit   (19,681,793)   (19,655,820)
TOTAL STOCKHOLDERS’ DEFICIT   (54,742)   (28,769)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $-   $- 

 

* Given effect of the Reverse Stock Split, See Note 6

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-1
 

 

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

                 
  

Three months ended

July 31,

 

Six months ended

July 31,

   2022  2021  2022  2021
   (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
REVENUES  $-   $-   $-   $- 
COST OF REVENUES   -    -    -    - 
GROSS PROFIT   -    -    -    - 
                     
OPERATING EXPENSES   (9,310)   (19,112)   (25,973)   (19,112)
                     
LOSS FROM OPERATIONS   (9,310)   (19,112)   (25,973)   (19,112)
                     
Other expense   -    -    -    - 
                     
Net loss from operations   (9,310)   (19,112)   (25,973)   (19,112)
Income tax expense                    
Net loss  $(9,310)  $(19,112)  $(25,973)  $(19,112)
                     
Other comprehensive income:                    
- Foreign currency translation adjustment   -    -    -    - 
COMPREHENSIVE LOSS  $(9,310)  $(19,112)  $(25,973)  $(19,112)
                     
Net loss per share- Basic and diluted  $(0.09)  $0.00   $(0.16)  $0.00 
                     
Weighted Average Number of shares outstanding*   103,103    103,103    103,103    103,103 

 

* Given effect of the Reverse Stock Split, See Note 6

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-2
 

 

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

For the three and six months ended July 31, 2022

 

                               
   PREFERRED STOCK  COMMON STOCK  ADDITIONAL      
   Number of
shares
  Amount  Number of
shares
  Amount  PAID-IN CAPITAL  ACCUMULATED DEFICIT  TOTAL EQUITY
Balance as of January 31, 2022 (Audited)   10,000,000   $10,000    103,103   $103   $19,616,948   $(19,655,820)  $(28,769)
Net loss   -    -    -    -    -    (16,663)   (16,663)
Balance as of April 30, 2022 (Unaudited)   10,000,000   $10,000    103,103   $103   $19,616,948   $(19,672,483)  $(45,432)
Net loss   -    -    -    -    -    (9,310)   (9,310)
Balance as of July 31, 2022 (Unaudited)   10,000,000   $10,000    103,103   $103   $19,616,948   $(19,681,793)  $(54,742)

 

For the three and six months ended July 31, 2021

 

                   *                
   PREFERRED STOCK  COMMON STOCK  ADDITIONAL      
   Number of
shares
  Amount  Number of shares*  Amount*

  PAID-IN CAPITAL  ACCUMULATED DEFICIT  TOTAL EQUITY
Balance as of January 31, 2021 (Audited)   10,000,000   $10,000    103,103   $103   $19,616,948   $(19,627,051)  $- 
Net loss   -    -    -    -    -    -    - 
Balance as of April 30, 2021 (Unaudited)   10,000,000   $10,000    101,103   $103   $19,616,948   $(19,627,051)  $- 
Net loss   -    -    -    -    -    (19,112)   (19,112)
Balance as of July 31, 2021 (Unaudited)   10,000,000   $10,000    101,103   $103   $19,616,948   $(19,646,163)  $(19,112)

 

* Given effect of the Reverse Stock Split, See Note 6

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-3
 

 

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

         
  

Six Months Ended

July 31,

   2022  2021
   (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(25,973)  $(19,112)
Adjustments to reconcile net loss to net cash used in operating activities          
Stock-based compensation   -    - 
Changes in operating assets and liabilities:   -    - 
Accounts payable   -    - 
Accrued liabilities and other payables   5,050    7,015 
Net cash used in operating activities   (20,923)   (12,097)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related parties loans   20,923    12,097 
Net cash used in financing activities   20,923    12,097 
           
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 consolidated financial statements.

 

F-4
 

 


LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

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, 10,000,000 shares of Series A Preferred Stock, $0.001 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 200 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.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated 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 July 31, 2022 the Company had negative retained earnings of 19,681,793.

 

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 CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

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 July 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 July 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.

 

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.

 

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.

 

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 103,103 shares of Common Stock with a par value of $0.001. As of July 31, 2022, and January 31, 2022, respectively, there were 103,103 shares of Common Stock issued and outstanding, respectively.

 

On March 1, 2021, the Company issued 10,000,000 shares of preferred stock with a par value of $0.001.

 

F-6
 

 

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

NOTE 3 - ACCRUED LIABILITIES

         
   As of
   July 31, 2022  January 31, 2022
   (Unaudited)  (Audited)
ACCRUED LIABILITIES  $9,320   $- 
           
TOTAL ACCRUED LIABILITIES  $9,320   $- 

 

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
      July 31, 2022  January 31, 2022
      (Unaudited)  (Audited)
Mr. Yang Fuzhu  (Shareholder & former director)  $24,499   $- 
Mr. Chen Yanghang  (Shareholder & director)   20,923    - 
              
TOTAL AMOUNT DUE TO THE RELATED PARTIES  $45,422   $- 

 

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 consolidated financial statements and the notes to the consolidated 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 Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Results of Operation

 

For the three and six months ended July 31, 2022

 

For the three months periods ended July 31, 2022 and 2021, we realized revenue in amount of $0 and $0, respectively. For the six months periods ended July 31, 2022 and 2021, we realized revenue in amount of $0 and $0, respectively.

 

Result of operation for the three months ended July 31, 2022 and 2021, we realized cost of revenue in amount of $0 and $0, respectively. Result of operation for the six months ended July 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 $ for the three months ended July 31, 2022 and 2021, respectively. The overall gross profit (or loss) for the Company was $0 and $0 for the six months ended July 31, 2022 and 2021, respectively.

 

Our net loss was $9,310 and $19,112 for the three months ended July 31, 2022 and 2021, respectively. Our net loss was $25,973 and $19,112 for the six months ended July 31, 2022 and 2021, respectively.

 

Liquidity and Capital Resources

 

As of July 31, 2021, we had cash and cash equivalents of $0. We have a negative operating cash flows of $20,923 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 six months periods ended July 31, 2022, net cash used in operating activities was $20,923, compared to net cash used in operating activities of $12,097 for the six months periods ended July 31, 2021.

 

Investing Activities

 

For the six months periods ended July 31, 2022, net cash provided by investing activities was $0, compared to net cash provided by investing activities of $0 for the six months periods ended July 31, 2021.

 

Financing Activities

 

For the six months periods ended July 31, 2022 net cash used in financing activities was $20,923. For the six months periods ended July 31, 2021, net cash provided by finance activities was $12,097.

 

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 July 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.

 

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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 July 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 July 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 July 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: September 21, 2022    
     
  By: /s/ Chen Yuanhang
  Title:

Chief Executive Officer, President, Secretary,

Treasurer and Director

 

6