U.S. UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: Quarterly Period Ended April 30, 20202021

ORor

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

For the transition period from _______to ________________ to _________

Commission File Number Number. 033-20966

Finotec Group, Inc.LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

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

3445 Lawrence Ave
Avenue, Oceanside, New York,NY 11572,

(646) 768-8417

(Issuer’s telephoneAddress of principal executive offices, including zip code)

Registrant’s phone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report)code (646) 768-8417

Securities registered pursuant to Section 12(b) of the Act:

CheckIndicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [  ] NO [X]

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 [X]

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 pastpreceding 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 ☐

YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES [X] 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” andfiler,” “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 [X] Smaller reporting company [X]

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 ☐Act.

YES [  ] NO [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

YES [X] NO [  ]

StateIndicate the number of shares outstanding of each of the issuer’s classes of common equitystock, as of the latest practicable date. As of November 10, 2020, there were 300,000,000 common shares were outstanding.May 26, 2021.

Finotec Group, Inc.

TABLE OF CONTENTS

CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

BALANCE SHEETSAS OF APRIL 30, 2021 AND JANUARY 31, 2021

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

TheSee accompanying notes are an integral part of theseto the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND 2020

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

(unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these financial statements.

FINOTEC GROUP, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these financial statements.

FINOTEC GROUP, INC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

The accompanying notes are an integral part of the financial statements.

FINOTEC GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODSTHREE MONTHS ENDED APRIL 30, 20202021 AND 20192020

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

(unaudited)

For the three months ended April 30, 2021

For the three months ended April 30, 2020

See accompanying notes to the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 30, 2021 AND 2020

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

(Unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2021

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

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTIONBASIS OF BUSINESSPREPARATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management, the consolidated balance sheet as of April 30, 2021 which has been derived from unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the three months ended April 30, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2021 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND

Lvpai Group Limited (former name as Finotec Group, Inc.), a Nevada corporation (“Finotec”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,^st of March 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 30, has beenreleased 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 Company since May 16, 2018. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David wasBoard of Directors of the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.Company.

Effective March 8, 2021 we changed our name from Finotec Group, Inc. to Lvpai Group Limited. On March 8, 2021, the Company effectuated a 1 for 3,000 reverse stock splits. As a result of the foregoing we changed our trading symbol from FTGI and began trading as LVPA on April 5, 2021.

COVID-19NOTE 3 - GOING CONCERN UNCERTAINTIES

On March 11, 2020,The accompanying financial statements have been prepared using the World Health Organization (“WHO”) declaredgoing concern basis of accounting, which contemplates the Covid-19 outbreakrealization of assets and the satisfaction of liabilities in the normal course of business.

As of April 30, 2021, the Company suffered an accumulated deficit of $19,627,051 and continuously incurred a net operating profit of $0 for the three months ended April 30, 2021. The continuation of the Company as a going concern through January 31, 2021 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to be a global pandemic. In additionmeet the Company’s obligations as they become due. These consolidated financial statements do not include any adjustments to the devastating effects on human life,recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the pandemicCompany be unable to continue as a going concern.

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 havingcurrently exploring alternative sources of financing. Prior to January 25, 2021 when a negative ripple effect on the global economy, leading to disruptions and volatilitychange of control in the global financial markets. Most US statesCompany occurred, the Company had been being funded by David Lazar 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 many countries have issued policies intendedmay continue to stopraise additional capital through the sale of common stock or slowother securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the further spread ofCompany has, in the disease.past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Covid-19 and the U.S’s responseNo assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the pandemic are significantly affectingCompany. Even if the economy. There are no comparable events that provide guidance asCompany is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the effectcase of debt financing, or cause substantial dilution for its stock holders, in the Covid-19 pandemic may have,case of equity financing.

These and other factors raise substantial doubt about the Company’s ability to continue as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. Wegoing concern. These financial statements do not yet knowinclude any adjustments to reflect the full extent of thepossible future effects on the economy,recoverability and classification of assets or the markets we serve, our business, or our operations.amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2021

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

(Unaudited)

NOTE 2 –4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BasisThe accompanying unaudited condensed consolidated financial statements reflect the application of Presentationcertain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

The accompanying condensed consolidated financial statements have beenare prepared in accordance with the Financial Accounting Standards Board (“FASB”FASB”) “FASB Accounting Standard Codification™Standards Codification^TM” (the “Codification”“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”GAAP”) in the United States.

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include allthe accounts of Lvpai Group Limited (former name as Finotec Group, Inc.) and its subsidiaries. All significant inter-company balances and transactions within the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Going ConcernCompany have been eliminated upon consolidation.

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 April 30, 2020 the Company had a working capital deficit of $10,645 and negative retained earnings of $14,172,013.

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. The Company is currently being funded by David Lazar who is extending 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.

Revenue Recognition

The company considers all highly liquid temporary cash equivalents with an original maturity of three months or less to be cash equivalents. On April 30, 2021, and January 31, 2021, the Company’s cash equivalents totaled $0 and $0, respectively.

On July

Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (“ASC”) Topic(ASC) 606, Revenue from ContractsContracts. The implementation of ASC 606 did not have a material impact on the Company’s consolidated financial statements. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with Customers (“ASC 606”). Resultsa customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for reporting periods beginning after April 1, 2018, are presented under ASC 606. the services it transfers to its clients.

As of and for the year ended April 30, 202031, 2021 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

LVPAI GROUP LIMITED

Cash and cash equivalents(FORMER NAME AS FINOTEC GROUP, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2021

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

(Unaudited)

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On April 30, 2020, and January 31, 2020, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Income taxes

The Company accounts forprovision of income taxes under FASBis determined in accordance with the provisions of ASC Topic 740, “Accounting for Income Taxes” (“ASC Topic 740”). Under FASB ASC 740,this method, 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.basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the yearsperiods in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, theAny 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”Topic 740 prescribes a recognition thresholdcomprehensive model for how companies should recognize, measure, present, and a measurement attribute for thedisclose in their financial statement recognition and measurement ofstatements uncertain tax positions taken or expected to be taken inon a tax return. For those benefits toUnder ASC Topic 740, tax positions must initially be recognized a taxin the financial statements when it is more likely than not the position must be more-likely-than-not towill be sustained upon examination by taxingthe tax authorities.

The amount recognized is Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that ishas a greater than 50 percent likely50% likelihood of being realized upon ultimate settlement. The Company assessessettlement with the validitytax authority assuming full knowledge 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.position and relevant facts.

Stock-based CompensationThe Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results of operations for the three months ended April 30, 2021. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

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

NetThe Company calculates net loss per commonshare in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the 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 outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and dilutiveif the additional common share equivalents outstanding.shares were dilutive.

Recent Accounting Pronouncements

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.

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

LVPAI GROUP LIMITED

(FORMER NAME AS FINOTEC GROUP, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2021

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

(Unaudited)

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases, which was subsequently amended in 2018 by ASU 2018-10, ASU 2018-11 and ASU 2018-20 (collectively, Topic 842). Topic 842 will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. Topic 842 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. Topic 842 allows for a cumulative-effect adjustment in the period the new lease standard is adopted and will not require restatement of prior periods.

Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective July 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The adoption of this guidance did not have any impact on our financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. The new guidance is effective prospectively for us for the year ending April 30, 2021 and interim reporting periods during the year ending April 30, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the effects, if any, of the adoption of this guidance on our financial position, results of operations and cash flows.

In August 2018, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a2018-13, Fair Value Measurement. The new lease accounting model for lessees.guidance modifies disclosure requirements related to fair value measurement. 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 isamendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption permitted. In March 2019, the FASB issuedof any removed or modified disclosures upon issuance of this ASU 2019-01, Codification Improvements, which clarifies certain aspectswhile delaying adoption 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 sameadditional disclosures until their effective date and transition requirements as the new lease standard.date.

We intend to adopt ASC 842 on July 1, 2020. The adoption of this guidance is not expected to have any impact on our financial statements.

Stockholders’ Equity and Accrued Liability Excess stock Issuance

The Company has authorized 300,000,000330,000,000 shares of Common Stock with a par value of $0.001. As of April 30, 2020,2021 and January 31, 2020, respectively,2021, there were 300,000,000both 300,134,005 shares of Common Stock issued and outstanding, respectively. outstanding. On December 16, 2020 the Company issued 134,005 shares to holders of Preferred B Stock that was redeemed in 2001 for common shares but was not credited to the Preferred B shareholders.

On April 27, 2020, the Company filed a Certificate of Designation with the State of Nevada to authorize 10,000,000 shares of Series A Preferred Stock (“Series A”). Each share of Series A is convertible into 20200 shares of Common Stock. April 28, 2020, the Company awarded 10,000,000 shares of Series A to Custodian Ventures, LLC. managed by David Lazar in return for services provided. As a result, the Company recorded a stock basedstock-based compensation expense of $600,000.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments as of April 30, 2020, and January 30, 2020.

NOTE 5 –NOTES PAYABLE-RELATED PARY

Mr. Lazar, the principal member of the Company’s Court-appointed custodian is considered a related party. During$6,000,000 for the year ended April 30, 2020, he extended $7,605 in interest free demand loans to the Company. These management services provided by Mr. Lazar, the Company’s only employee, are to manage the day to day operationsJanuary 31, 2021.

On January 25, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company;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 take the necessary actions to enableoutstanding share capital of the Company to becomeon a viable operating entity.fully-diluted basis of the Company, and became the controlling shareholder.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to April 30, 2020 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Item 22. 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, 2021 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.

Overview

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

PlanResults of Operation

We have been dormant since May 2005. AsFor the Three months ended April 30, 2021

For the three ended April 30, 2021 and April 30, 2020, we realized revenue in amount of $0 and $0, respectively. Our gross profit for the datethree months ended April 30, 2021 were $0, which is gross loss of this Report,$6,007,790 for the three months ended April 30, 2020.

Result of operation for the three months ended April 30, 2021, we intend to engagerealized cost of revenue in whatamount of $0, while for the three months ended April 30, 2020, we believe to be synergistic acquisitions or joint ventures withrealized cost of revenues in the amount of $0.

The overall gross profit (or loss) for the Company was $0 and negative $6,007,790 for the three months ended April 30, 2021 and 2020, respectively. Gross profit (or loss) as a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspectpercentage of our business plantotal revenues was 100% and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.negative 100% for the same period ended April 30, 2021 and 2020, respectively.

Our net profit for the three months ended April 30, 2021 were $0, while net loss for the three months ended March 31, 2020 were $6,007,790.

Limited Operating History; Need for AdditionalLiquidity and Capital Resources

We cannot guaranteeAs of April 30, 2021, we will be successful in our business operations.had cash and cash equivalents of $0. We have not generated any revenue since inception. Our business is subjectno operating cash flows and our working capital has been and will continue to risks inherent inbe significant. As a result, we depend substantially on our previous financing activities to provide us with the establishment of a new business enterprise, including limitedliquidity and capital resources and possible cost overruns due to the price and cost increases in supplies and services.

If we are unableneed to meet our needsworking 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 three months ended April 30, 2021, net cash from either our operations, or possible alternative sources, then we may be unableprovided by operating activities was $0, compared to continue, develop, or expand our operations.net cash used in operating activities of $7,605 for the three months ended April 30, 2020.

Off-Balance Sheet ArrangementsInvesting Activities

For the three months ended April 30, 2021, net cash used in investing activities was $0, compared to net cash used in investing activities of $0 for the three months ended March 31, 2020.

Financing Activities

For the three months periods ended April 30, 2021 net cash used in financing activities was $0. For the three months periods ended March 31, 2020, net cash provided by finance activities was $7,605.

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 isare material to investors.our stockholders as of April 30, 2021.

Critical Accounting PrinciplesRecent accounting pronouncements

The preparationCompany has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of consolidatedany such pronouncements may be expected to cause a material impact on its financial statements in accordance with US GAAP requirescondition or the Company’s management to make estimates and assumptions that affect the reported amountsresults of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. We have not identified any critical accounting policies.its operations.

Item 3.3 Quantitative and Qualitative Disclosures About Market RiskRisk.

Market riskAs a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is the sensitivity of income or lossnot required to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant. Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.provide information required by this Item.

Item 4.4 Controls and ProceduresProcedures.

Evaluation of Disclosure Controls and ProceduresProcedures:

Under the supervision and with the participationWe carried out an evaluation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2016. This evaluation was carried out under the Exchange Act.supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on thisupon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date thatApril 30, 2021, our disclosure controls and procedures were not effective such thatdue to the information relating to us required to be disclosedpresence of material weaknesses in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s former management abandoned all operations for many years, and only recently did the Company appoint new management to make filings with the SEC on behalf of the Company.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a process designed to provide reasonable assurance regardingpossibility that a material misstatement of the reliability of financial reporting and the preparation ofcompany’s annual or interim financial statements for external purposes in accordance with accounting principles generally accepted inwill not be prevented or detected on a timely basis. Management has identified the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determinedfollowing material weaknesses which have caused management to be effective can provide only reasonable assurance of achieving their control objectives. Our Company has been dormant since. As a result, our management did not evaluate the effectiveness of our internal control over financial reportingconclude that, as of April 30, 2020, and April 30, 2020, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). without such an evaluation,2021, our management concluded that we did not maintain effective internal control over financial reporting as of April 30, 2020, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internaldisclosure controls and procedures that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3)were not effective: (i) inadequate segregation of duties consistentand effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with control objectives; (4) complete lackrespect to the requirements and application of management of the company from May 2005 until April 30, 2020;both US GAAP and (5) lack of disclosure controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of April 30, 2020.SEC guidelines.

Management believes that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Overover Financial ReportingReporting:

There have beenwere no changes in our internal control over financial reporting that occurred during the periods ended July 3, 2020, andquarter ending April 30, 2020,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 pending legal proceedings to which the Company is a party or in which any director, officerof our directors, officers or affiliate of the Company,affiliates, or any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is abeneficial shareholder are an adverse party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.us.

Item 1a.1A. Risk FactorsFactors.

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 pursuant to Regulation S-K.item.

Item 2. Unregistered Sales Ofof Equity Securities Andand Use Ofof Proceeds

During the three months ended April 30, 2020, we did not issue any of our equity securities.None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.applicable.

Item 5. Other InformationInformation.

None.

ItemITEM 6. Exhibits

* Filed herewith.

SIGNATURES

In accordance withPursuant 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.

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