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, 2023

 

or

 

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

 

For the transition period from _________ to _________

 

LVPAI GROUP LIMITED

 

Commission File Number. 033-20966

 

(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 August 17, 2023, was approximately $802 millions based on a closing price of $8.02 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 August 17, 2023.

 

Class

 

Outstanding at August 17, 2023

Common Stock, $0.001 par value

 

100,103,103

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I

FINANCIAL INFORMATION

F-1

 

 

 

ITEM 1.

FINANCIAL STATEMENTS:

F-1

 

Condensed Balance Sheets as of July 31, 2023 (unaudited) and January 31, 2023

F-1

 

Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended July 31, 2023 and 2022 (unaudited)

F-2

 

Condensed Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended July 31, 2023 and 2023 (unaudited)

F-3

 

Condensed Statements of Cash Flows for the Six Months Ended July 31, 2023 and 2022 (unaudited)

F-4

 

Notes to the Condensed Financial Statements

F-5 – F-9

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

5

ITEM 4.

CONTROLS AND PROCEDURES

5

 

 

 

PART II

OTHER INFORMATION

6

 

 

 

ITEM 1

LEGAL PROCEEDINGS

6

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

6

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

6

ITEM 4

MINE SAFETY DISCLOSURES

6

ITEM 5

OTHER INFORMATION

6

ITEM 6

EXHIBITS

7

 

SIGNATURES

8

 

 

2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial statements

 

LVPAI GROUP LIMITED

CONDENSED BALANCE SHEETS

AS OF JULY 31, 2023 AND JANUARY 31, 2023

(Expressed in United States Dollars (“US$”))

 

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Accrued liabilities and other payable

 

 

420

 

 

 

420

 

Amount due to the related parties

 

 

87,022

 

 

 

64,607

 

TOTAL LIABILITIES

 

$87,442

 

 

$65,027

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, July 31, 2023 and January 31, 2023, respectively

 

 

8,000

 

 

 

8,000

 

Common stock, $0.001 par value, 300,000,000 shares authorized, 100,103,103 shares issued and outstanding as of July 31, 2023 and January 31, 2023, respectively

 

 

100,103

 

 

 

100,103

 

Additional paid-in capital

 

 

19,518,948

 

 

 

19,518,948

 

Accumulated deficit

 

 

(19,714,493 )

 

 

(19,692,078 )

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(87,442 )

 

 

(65,027 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$-

 

 

$-

 

 

See accompanying notes to the unaudited condensed financial statements.

 

 
F-1

Table of Contents

 

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2023 AND 2022

(Expressed in United States Dollars (“US$”))

(Unaudited)

 

 

 

Three months ended

July 31,

 

 

Six months ended

July 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

REVENUES

 

$-

 

 

$-

 

 

$-

 

 

$-

 

COST OF REVENUES

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

GROSS PROFIT

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

(11,635 )

 

 

(9,310 )

 

 

(22,415 )

 

 

(25,973 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(11,635 )

 

 

(9,310 )

 

 

(22,415 )

 

 

(25,973 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(11,635 )

 

 

(9,310 )

 

 

(22,415 )

 

 

(25,973 )

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(11,635 )

 

$(9,310 )

 

$(22,415 )

 

$(25,973 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

COMPREHENSIVE LOSS

 

$(11,635 )

 

$(9,310 )

 

$(22,415 )

 

$(25,973 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share- Basic and diluted

 

$(0.00 )

 

$(0.09)

 

$(0.00 )

 

$(0.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of shares outstanding

 

 

13,253,788

 

 

 

103,103

 

 

 

13,253,788

 

 

 

103,103

 

 

See accompanying notes to the unaudited condensed financial statements.

 

 
F-2

Table of Contents

 

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2023 AND 2022

(Expressed in United States Dollars (“US$”))

 

For the three and six months ended July 31, 2023

 

 

 

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, 2023 (Audited)

 

 

8,000,000

 

 

$8,000

 

 

 

100,103,103

 

 

$100,103

 

 

$19,518,948

 

 

$(19,692,078 )

 

$(65,027 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,780 )

 

 

(10,780 )

Balance as of April 30, 2023 (Unaudited)

 

 

8,000,000

 

 

$8,000

 

 

 

100,103,103

 

 

$100,103

 

 

$19,518,948

 

 

$(19,702,858 )

 

$(75,807 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,635 )

 

 

(11,635 )

Balance as of July 31, 2023 (Unaudited)

 

 

8,000,000

 

 

$8,000

 

 

 

100,103,103

 

 

$100,103

 

 

$19,518,948

 

 

$(19,714,493 )

 

$(87,442 )

 

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

 

 

 

101,103

 

 

$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

 

 

 

101,103

 

 

$103

 

 

$19,616,948

 

 

$(19,681,793 )

 

$(54,742 )

 

See accompanying notes to the unaudited condensed financial statements.

 

 
F-3

Table of Contents

 

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2023 AND 2022

(Expressed in United States Dollars (“US$”))

(Unaudited)

 

 

 

Six Months Ended

July 31,

 

 

 

2023

 

 

2022

 

 

 

(Unaudited)

 

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(22,415)

 

$(25,973)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

-

 

 

 

-

 

Accrued liabilities and other payables

 

 

-

 

 

 

5,050

 

Net cash used in operating activities

 

 

(22,415)

 

 

(20,923)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from related parties loans

 

 

22,415

 

 

 

20,923

 

Net cash used in financing activities

 

 

22,415

 

 

 

20,923

 

 

 

 

 

 

 

 

 

 

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

Table of Contents

 

LVPAI GROUP LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2023

(Expressed in United States Dollars (“US$”))

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

 

The results for the three months ended July 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended January 31, 2023, filed with the Securities and Exchange Commission.

 

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at July 31, 2023 and for the related periods presented.

 

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.

 

Chen Yuanhang has been our Chief Executive Officer since August 12, 2022. Mr. Yuanhang also serves as our Chief Executive Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Chen Yuanhang consented to act as the new President, CEO, Treasurer, Secretary and Chairman of the Board of Directors 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.

 

 

F-5

Table of Contents

 

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 July 31, 2023 the Company had negative retained earnings of 19,714,493.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Prior to August 12, 2022 when a change of control in the Company occurred, the Company had been being funded by Mr. Fuzhu Yang who extended interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

 

● 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.

 

 

 
F-6

Table of Contents

 

 

LVPAI GROUP LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022

(Expressed in United States Dollars (“US$”))

(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, 2023 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.

 

 

F-7

Table of Contents

 

● 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 300,000,000 shares of Common Stock with a par value of $0.001. As of July 31, 2023, and January 31, 2023, respectively, there were 100,103,103 shares of Common Stock issued and outstanding, respectively.

 

As of July 31, 2023, and January 31, 2023, 8,000,000 shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized.

 

 
F-8

Table of Contents

 

LVPAI GROUP LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2022

(Expressed in United States Dollars (“US$”))

(Unaudited)

 

NOTE 3 - ACCRUED LIABILITIES

 

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ACCRUED LIABILITIES

 

$420

 

 

$420

 

 

 

 

 

 

 

 

 

 

TOTAL ACCRUED LIABILITIES

 

$420

 

 

$420

 

 

The accrued liabilities included the share agency fee.

 

NOTE 4 - AMOUNT DUE TO THE RELATED PARTIES

 

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

Mr. Yang Fuzhu (Shareholder & former director)

 

$24,499

 

 

$24,499

 

Mr. Chen Yanghang (Shareholder & director)

 

 

62,523

 

 

 

40,108

 

 

 

 

 

 

 

 

 

 

TOTAL AMOUNT DUE TO THE RELATED PARTIES

 

$87,022

 

 

$64,607

 

 

The amount due are unsecured, interest-free with no fixed payment term, for working capital purpose.

 

 
F-9

Table of Contents

 

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, 2023 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 six months ended July 31, 2023

 

For the three months periods ended July 31, 2023 and 2022, we realized revenue in amount of $0 and $0, respectively. For the six months periods ended July 31, 2023 and 2022, we realized revenue in amount of $0 and $0, respectively.

 

Result of operation for the three months ended July 31, 2023 and 2022, we realized cost of revenue in amount of $0 and $0, respectively. Result of operation for the six months ended July 31, 2023 and 2022, 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, 2023 and 2022, respectively. The overall gross profit (or loss) for the Company was $0 and $0 for the six months ended July 31, 2023 and 2022, respectively.

 

Our net loss was $11,635 and $9,310 for the three months ended July 31, 2023 and 2022, respectively. Our net loss was $22,415 and $25,973 for the six months ended July 31, 2023 and 2022, respectively.

 

Liquidity and Capital Resources

 

As of July 31, 2022, 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, 2023, net cash used in operating activities was $22,415, compared to net cash used in operating activities of $20,923 for the six months periods ended July 31, 2022.

 

 
3

Table of Contents

 

Investing Activities

 

For the six months periods ended July 31, 2023, 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, 2022.

 

Financing Activities

 

For the six months periods ended July 31, 2023 net cash used in financing activities was $22,415. For the six months periods ended July 31, 2022, net cash provided by finance activities was $20,923.

 

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, 2023.

 

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.

 

 
4

Table of Contents

 

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, 2023, 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, 2023, 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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
5

Table of Contents

 

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.

 

 
6

Table of Contents

 

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.

 

 
7

Table of Contents

 

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: August 17, 2023

By:

/s/ Chen Yuanhang

 

 

Title:

Director

 

 

 
8

 

nullnullnullnullv3.23.2
Cover - shares
6 Months Ended
Jul. 31, 2023
Aug. 17, 2023
Cover [Abstract]    
Entity Registrant Name LVPAI GROUP LIMITED  
Entity Central Index Key 0000831378  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --01-31  
Entity Small Business true  
Entity Shell Company true  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Jul. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   100,103,103
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 033-20966  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 76-0251547  
Entity Address Address Line 1 50 West Liberty Street  
Entity Address Address Line 2 Suite 880  
Entity Address City Or Town Reno  
Entity Address State Or Province NV  
Entity Address Postal Zip Code 89501  
City Area Code 646  
Local Phone Number 768-8417  
Entity Interactive Data Current Yes  
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jul. 31, 2023
Jan. 31, 2023
ASSETS    
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY    
Accrued liabilities and other payable 420 420
Amount due to the related parties 87,022 64,607
TOTAL LIABILITIES 87,442 65,027
STOCKHOLDERS' DEFICIT    
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, July 31, 2023 and January 31, 2023, respectively 8,000 8,000
Common stock, $0.001 par value, 300,000,000 shares authorized, 100,103,103 shares issued and outstanding as of July 31, 2023 and January 31, 2023, respectively 100,103 100,103
Additional paid-in capital 19,518,948 19,518,948
Accumulated deficit (19,714,493) (19,692,078)
TOTAL STOCKHOLDERS' DEFICIT (87,442) (65,027)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 $ 0
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jul. 31, 2023
Jan. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 8,000,000 8,000,000
Preferred stock, shares outstanding 8,000,000 8,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 100,103,103 100,103,103
Common stock, shares outstanding 100,103,103 100,103,103
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Jul. 31, 2023
Jul. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)        
REVENUES $ 0 $ 0 $ 0 $ 0
COST OF REVENUES 0 0 0 0
GROSS PROFIT 0 0 0 0
OPERATING EXPENSES (11,635) (9,310) (22,415) (25,973)
LOSS FROM OPERATIONS (11,635) (9,310) (22,415) (25,973)
Other expense 0 0 0 0
Net loss from operations (11,635) (9,310) (22,415) (25,973)
Net loss (11,635) (9,310) (22,415) (25,973)
Other comprehensive income:        
- Foreign currency translation adjustment 0 0 0 0
COMPREHENSIVE LOSS $ (11,635) $ (9,310) $ (22,415) $ (25,973)
Net loss per share- Basic and diluted $ (0.00) $ (0.09) $ (0.00) $ (0.16)
Weighted Average Number of shares outstanding 13,253,788 103,103 13,253,788 103,103
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)
Total
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Jan. 31, 2022   10,000,000 103,103    
Balance, amount at Jan. 31, 2022 $ (28,769) $ 10,000 $ 103 $ 19,616,948 $ (19,655,820)
Net loss (16,663) $ 0 $ 0 0 (16,663)
Balance, shares at Apr. 30, 2022   10,000,000 101,103    
Balance, amount at Apr. 30, 2022 (45,432) $ 10,000 $ 103 19,616,948 (19,672,483)
Balance, shares at Jan. 31, 2022   10,000,000 103,103    
Balance, amount at Jan. 31, 2022 (28,769) $ 10,000 $ 103 19,616,948 (19,655,820)
Net loss (25,973)        
Balance, shares at Jul. 31, 2022   10,000,000 101,103    
Balance, amount at Jul. 31, 2022 (54,742) $ 10,000 $ 103 19,616,948 (19,681,793)
Balance, shares at Apr. 30, 2022   10,000,000 101,103    
Balance, amount at Apr. 30, 2022 (45,432) $ 10,000 $ 103 19,616,948 (19,672,483)
Net loss (9,310) $ 0 $ 0 0 (9,310)
Balance, shares at Jul. 31, 2022   10,000,000 101,103    
Balance, amount at Jul. 31, 2022 (54,742) $ 10,000 $ 103 19,616,948 (19,681,793)
Balance, shares at Jan. 31, 2023   8,000,000 100,103,103    
Balance, amount at Jan. 31, 2023 (65,027) $ 8,000 $ 100,103 19,518,948 (19,692,078)
Net loss (10,780) $ 0 $ 0 0 (10,780)
Balance, shares at Apr. 30, 2023   8,000,000 100,103,103    
Balance, amount at Apr. 30, 2023 (75,807) $ 8,000 $ 100,103 19,518,948 (19,702,858)
Balance, shares at Jan. 31, 2023   8,000,000 100,103,103    
Balance, amount at Jan. 31, 2023 (65,027) $ 8,000 $ 100,103 19,518,948 (19,692,078)
Net loss (22,415)        
Balance, shares at Jul. 31, 2023   8,000,000 100,103,103    
Balance, amount at Jul. 31, 2023 (87,442) $ 8,000 $ 100,103 19,518,948 (19,714,493)
Balance, shares at Apr. 30, 2023   8,000,000 100,103,103    
Balance, amount at Apr. 30, 2023 (75,807) $ 8,000 $ 100,103 19,518,948 (19,702,858)
Net loss (11,635) $ 0 $ 0 0 (11,635)
Balance, shares at Jul. 31, 2023   8,000,000 100,103,103    
Balance, amount at Jul. 31, 2023 $ (87,442) $ 8,000 $ 100,103 $ 19,518,948 $ (19,714,493)
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jul. 31, 2023
Jul. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (22,415) $ (25,973)
Changes in operating assets and liabilities:    
Accrued liabilities and other payables 0 5,050
Net cash used in operating activities (22,415) (20,923)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from related parties loans 22,415 20,923
Net cash used in financing activities 22,415 20,923
Effect of exchange rate changes on cash and cash equivalents 0 0
Net change in cash and cash equivalents 0 0
Cash and cash equivalents, beginning of period 0 0
CASH AND CASH EQUIVALENTS, END OF PERIOD 0 0
SUPPLEMENTAL CASH FLOWS INFORMATION    
Cash paid for income taxes 0 0
Cash paid for interest paid $ 0 $ 0
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND
6 Months Ended
Jul. 31, 2023
ORGANIZATION AND BUSINESS BACKGROUND  
ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

 

The results for the three months ended July 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended January 31, 2023, filed with the Securities and Exchange Commission.

 

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at July 31, 2023 and for the related periods presented.

 

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.

 

Chen Yuanhang has been our Chief Executive Officer since August 12, 2022. Mr. Yuanhang also serves as our Chief Executive Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Chen Yuanhang consented to act as the new President, CEO, Treasurer, Secretary and Chairman of the Board of Directors 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.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
6 Months Ended
Jul. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN  
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 July 31, 2023 the Company had negative retained earnings of 19,714,493.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Prior to August 12, 2022 when a change of control in the Company occurred, the Company had been being funded by Mr. Fuzhu Yang who extended interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

 

● 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.

 

● 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, 2023 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 300,000,000 shares of Common Stock with a par value of $0.001. As of July 31, 2023, and January 31, 2023, respectively, there were 100,103,103 shares of Common Stock issued and outstanding, respectively.

 

As of July 31, 2023, and January 31, 2023, 8,000,000 shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized.

v3.23.2
ACCRUED LIABILITIES
6 Months Ended
Jul. 31, 2023
ACCRUED LIABILITIES  
ACCRUED LIABILITIES

NOTE 3 - ACCRUED LIABILITIES

 

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ACCRUED LIABILITIES

 

$420

 

 

$420

 

 

 

 

 

 

 

 

 

 

TOTAL ACCRUED LIABILITIES

 

$420

 

 

$420

 

 

The accrued liabilities included the share agency fee.

v3.23.2
AMOUNT DUE TO THE RELATED PARTIES
6 Months Ended
Jul. 31, 2023
AMOUNT DUE TO THE RELATED PARTIES  
AMOUNT DUE TO THE RELATED PARTIES

NOTE 4 - AMOUNT DUE TO THE RELATED PARTIES

 

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

Mr. Yang Fuzhu (Shareholder & former director)

 

$24,499

 

 

$24,499

 

Mr. Chen Yanghang (Shareholder & director)

 

 

62,523

 

 

 

40,108

 

 

 

 

 

 

 

 

 

 

TOTAL AMOUNT DUE TO THE RELATED PARTIES

 

$87,022

 

 

$64,607

 

 

The amount due are unsecured, interest-free with no fixed payment term, for working capital purpose.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies)
6 Months Ended
Jul. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN  
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, 2023 the Company had negative retained earnings of 19,714,493.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Prior to August 12, 2022 when a change of control in the Company occurred, the Company had been being funded by Mr. Fuzhu Yang who extended interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

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.

 

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, 2023 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 300,000,000 shares of Common Stock with a par value of $0.001. As of July 31, 2023, and January 31, 2023, respectively, there were 100,103,103 shares of Common Stock issued and outstanding, respectively.

 

As of July 31, 2023, and January 31, 2023, 8,000,000 shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized.

v3.23.2
ACCRUED LIABILITIES (Tables)
6 Months Ended
Jul. 31, 2023
ACCRUED LIABILITIES  
SCHEDULE OF ACCRUED LIABILITIES

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ACCRUED LIABILITIES

 

$420

 

 

$420

 

 

 

 

 

 

 

 

 

 

TOTAL ACCRUED LIABILITIES

 

$420

 

 

$420

 

v3.23.2
AMOUNT DUE TO THE RELATED PATIES (Tables)
6 Months Ended
Jul. 31, 2023
AMOUNT DUE TO THE RELATED PARTIES  
SCHEDULE OF AMOUNT DUE TO RELATED PARTIES

 

 

As of

 

 

 

July 31,

2023

 

 

January 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

Mr. Yang Fuzhu (Shareholder & former director)

 

$24,499

 

 

$24,499

 

Mr. Chen Yanghang (Shareholder & director)

 

 

62,523

 

 

 

40,108

 

 

 

 

 

 

 

 

 

 

TOTAL AMOUNT DUE TO THE RELATED PARTIES

 

$87,022

 

 

$64,607

 

v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - Series A Preferred Stock [Member] - Private Transaction [Member] - USD ($)
Aug. 12, 2022
Jan. 25, 2021
Shares issued in transaction, shares   10,000,000
Sale of stock price per share   $ 0.001
Shares issued upon conversion   200
Ownership percentage   86.95%
Proceeds from issuance of stock $ 172,500 $ 250,000
Business combination, separately recognized transactions, description 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  
David Lazar [Member]    
Debt forgiven   $ 65,503
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($)
Jul. 31, 2023
Jan. 31, 2023
Jul. 31, 2022
Jan. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN        
Accumulated deficit $ 19,714,493 $ 19,692,078    
Cash equivalents     $ 0 $ 0
Common stock, shares authorized 300,000,000 300,000,000    
Common stock, par value $ 0.001 $ 0.001    
Common stock, shares issued 100,103,103 100,103,103    
Common stock, shares outstanding 100,103,103 100,103,103    
Preferred stock, shares authorized 20,000,000 20,000,000    
Preferred stock, shares outstanding 8,000,000 8,000,000    
Preferred stock, par value $ 0.001 $ 0.001    
v3.23.2
ACCRUED LIABILITIES (Details) - USD ($)
Jul. 31, 2023
Jan. 31, 2023
ACCRUED LIABILITIES    
ACCRUED LIABILITIES $ 420 $ 420
TOTAL ACCRUED LIABILITIES $ 420 $ 420
v3.23.2
AMOUNT DUE TO THE RELATED PARTIES (Details) - USD ($)
Jul. 31, 2023
Jan. 31, 2023
TOTAL AMOUNT DUE TO THE RELATED PARTIES $ 87,022 $ 64,607
Mr. Yang Fuzhu [Member]    
TOTAL AMOUNT DUE TO THE RELATED PARTIES 24,499 24,499
Mr. Chen Yanghang [Member]    
TOTAL AMOUNT DUE TO THE RELATED PARTIES $ 62,523 $ 40,108

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