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, 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 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.
●
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 October 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 $0.001.
LVPAI
GROUP LIMITED
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
NOTE
3 - ACCRUED LIABILITIES
SCHEDULE
OF ACCRUED LIABILITIES
| |
| | | |
| | |
| |
As of | |
| |
October 31, 2022 | | |
January 31, 2022 | |
| |
(Unaudited) | | |
(Audited) | |
ACCRUED LIABILITIES | |
$ | 5,540 | | |
$ | - | |
| |
| | | |
| | |
TOTAL ACCRUED LIABILITIES | |
$ | 5,540 | | |
$ | - | |
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
SCHEDULE
OF AMOUNT DUE TO RELATED PARTIES
| |
| |
| | | |
| | |
| |
| |
As of | |
| |
| |
October 31, 2022 | | |
January 31, 2022 | |
| |
| |
(Unaudited) | | |
(Audited) | |
Mr. Yang Fuzhu | |
(Shareholder & former director) | |
$ | 24,499 | | |
$ | - | |
Mr. Chen Yanghang | |
(Shareholder & director) | |
| 32,528 | | |
| - | |
| |
| |
| | | |
| | |
TOTAL AMOUNT DUE TO THE RELATED PARTIES | |
$ | 57,027 | | |
$ | - | |
The
amount due are unsecured, interest-free with no fixed payment term, for working capital purpose.