Current Report Filing (8-k)
April 25 2023 - 1:56PM
Edgar (US Regulatory)
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2023-04-24
2023-04-24
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 24, 2023
LVPAI
GROUP LIMITED
(Exact
name of registrant as specified in its charter)
Nevada |
|
033-20966 |
|
76-0251547 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
50
West Liberty Street Suite 880
Reno,
Nevada |
|
89501 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (646) 768-8417
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
LVPA |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
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. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant
Previous
Independent Accountants
On
April 24, 2023, our Board of Directors dismissed BF Borgers CPA PC of Washington, Lakewood (“BF Borgers”) as our independent
registered public accounting firm. The dismissal was approved by our Board of Directors. The dismissal was not due to any disagreements
with BF Borgers regarding any matter of accounting principles or practices, financial statement disclosures, audit scope, or audit procedure.
The Reports of BF Borgers for the years ended January 31, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting principles, except that all such reports contained statements
indicating there is substantial doubt about our ability to continue as a going concern. For the past two fiscal years and subsequent
interim periods though the date of resignation, there have been no disagreements with the former accountants, BF Borgers, on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of BF Borgers, would have caused them to make reference thereto in their report on the financial statements. During
the two most recent fiscal years and the interim period through the date of their resignation, there have been no reportable events,
as that term is defined in Item 304(a)(1)(v) of Regulation S-K. We have provided BF Borgers with a copy of the disclosure made in response
to this Item 4.01 and have requested that BF Borgers provide a letter addressed to the Securities & Exchange Commission confirming
their agreement with the disclosure contained herein. Pursuant to our request, BF Borgers has provided the letter attached hereto as
Exhibit 16.1.
New
Independent Accountants
On
April 24, 2023, our Board of Directors appointed Michael Gillespie &Associates, PLLC of Vancouver (“Michael”) as our
independent registered public accounting firm, to audit our financial statements for the year ended January 31, 2023. During our two
most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither we nor anyone
on our behalf consulted Michael regarding either the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered of our financial statements, nor has Michael provided to us with a written
report or oral advice regarding such principles or audit opinion.
Item
9.01 Financial statements and Exhibits
Exhibit
Number |
|
Exhibit
Description |
16.1 |
|
Letter to SEC from BF Borgers |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
Dated:
April 25, 2023
|
LVPAI
GROUP LIMITED |
|
|
|
|
By: |
/s/
Chen Yuanhang |
|
Name: |
Chen
Yuanhang |
|
Title: |
Chief
Executive Officer, President and Secretary |
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