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 October 31, 2021April 30, 2022

or

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

For the transition period from _________ to _________

Commission File Number. 033-20966

LVPAI GROUP LIMITED

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

3445 Lawrence Avenue50 West Liberty Street, OceansideSuite 880, Reno, NYNevada 1157289501

(Address of principal executive offices, including zip code)

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

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

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 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 twelve12 months (or for such shorter period that the registrant was required to submit and post 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 June 17, 2022, was approximately $6,230 based on a closing price of $0.0065 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 15, 2021.June 17, 2022.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2021APRIL 30, 2022 AND JANUARY 31, 20212022

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

See accompanying notes to the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31,APRIL 30, 2022 AND 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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINETHREE MONTHS ENDED OCTOBER 31,APRIL 30, 2022 AND 2021 AND 2020

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

For the ninethree months ended October 31, 2021April 30, 2022

For the ninethree months ended October 31, 2020April 30, 2021

See accompanying notes to the unaudited condensed consolidated financial statements.

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINETHREE MONTHS ENDED OCTOBER 31,APRIL 30, 2022 AND 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED OCTOBER 31, 2021APRIL 30, 2022

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

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Lvpai Group Limited , a Nevada corporation (“LVPA”, “the Company”, “we”, “us”) has been dormant since November 2011. On March 16, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-809716-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.

On March 17, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On January 25, 2021, as a result of a private transactions, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC to Yang Fuzhu (the “Purchaser”). Each share of Series A Preferred Stock is convertible to 200 shares of common stock As a result, the Purchaser became an approximately 86.9586.95%% 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.

Effective March 8, 2021 we changed ourMr. Yang graduated from Jiangsu Vocational College of Electronics and Information (formerly known as Huaiyin Electronic Industry School) in year 1997. Mr. Yang has twenty years’ experience in his career in photography. He established “Red Rose Studio” in 1999, to provide customized photo shooting services such as wedding photo shooting, wedding banquet shooting and portrait photo shooting etc. He is the Founder and Chairman at Haoye Network Information Consultant Limited Company in Wuxi, China from 2009 to the present date, where he was responsible for corporate network system construction, website content optimization, online sales personnel training, online shop system improvement and providing guidance in online industry alliances, etc. From 2011 to the present date, Mr. Yang has served as Founder and Chairman of Lvpai Culture Communication (Shanghai) Company Limited, where he has set up the online platform (“lvpai.com”) as online service marketing provider, providing destination wedding photographer business and city brand name from Finotecestablishment and planning. From 2020 to the present date, Mr. Yang has served as Founder and Chairman of Jiangsu Travel Photography Technology Group Inc.Company Limited, where he is responsible for business management and strategic planning.

From 2008 to Lvpai Group Limited. On March 8, 2021, the Company effectuatedpresent time, Mr. Yang serves as a 1 for 3,000 reverse stock splits. As a resultmember of the foregoing we changed our trading symbol from FTGIcouncil of China Portrait Photography, where he is responsible for integrating the member resource and began tradingmember training. Mr. Yang’s business leadership and professional photography expertise has, in the Company’s estimation, qualified him for his roles as LVPA on April 5, 2021.the Company’s President, Chief Executive Officer and Director.

The Company’s accounting year-end is January 31.

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2022

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

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

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

● Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended October 31, 2021 and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements 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 of America (“U.S. GAAP”) have been condensed or omitted. In the opinion of management, all adjustments consisting of normal recurring entries considered necessary for a fair presentation have been included. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. The condensed consolidated balance sheet information as of January 31, 2021 was derived from the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended January 31, 2021, filed with the SEC on March 12, 2021 (the “report”). These unaudited condensed consolidated financial statements should be read in conjunction with the report.States.

● Going concern

The accompanying financial statements have been prepared in conformity with U.S. GAAPassuming the Company will continue as a going concern, which contemplates continuationthe realization of assets and the Company as a going-concern basis. The going-concern basis assumes that assets are realized, andsatisfaction of liabilities are settled in the ordinarynormal course of business at amounts disclosed infor the twelve-month period following the date of these financial statements. AlthoughThe Company has incurred operating losses since inception. As of April 30, 2022 the Company has accumulated deficithad negative retained earnings of $19,651,82019,672,483 as of October 31, 2021, and it has reported a net loss of $.

24,769 during

Because the nine months ended October 31, 2021. The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended January 31, 2021 aCompany 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. Based onTherefore, the Company’s effortCompany will need to raise additional funds and is currently exploring alternative sources of financing. Prior to January 25, 2021 when a change of control in improvingthe Company 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 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 andbecome profitable. Also, the significantCompany has, in the past, paid for consulting services with its common stock to maximize working capital, increase as of October 31, 2021, the management believes that the substantial doubt has been alleviated.

● Basis of consolidation

The condensed consolidated financial statements include the accounts of Lvpai Group Limited and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.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.

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED OCTOBER 31, 2021APRIL 30, 2022

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

(Unaudited)

● Cash and cash equivalents

The companyCompany considers all highly liquid temporary cash equivalentsinvestments with an original maturity of three months or less to be cash equivalents. On October 31, 2021,April 30, 2022, and January 31, 2021,2022, the Company’s cash equivalents totaled $0 and $0, respectively.

● Revenue recognition

Effective JanuaryOn July 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC)(“ASC”) Topic 606, Revenue from Contracts. The implementation of Contracts with Customers (“ASC 606 did not have a material impact on the Company’s consolidated financial statements.606”). Results for reporting periods beginning after January 1, 2018, are presented under 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 a 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 the services it transfers to its clients.

606. As of and for the year ended October 31, 2021 April 30, 2022 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

●Income taxes

The provision ofCompany accounts for income taxes is determined in accordance with the provisions ofunder FASB ASC Topic 740, “Accounting for Income Taxes” (“ASC Topic 740”). Under this method,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 basis.bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periodsyears in which those temporary differences are expected to be recovered or settled. AnyUnder 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 Topic 740740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a comprehensive modelrecognition threshold and a measurement attribute for how companies should recognize, measure, present,the financial statement recognition and disclose in their financial statements uncertainmeasurement of tax positions taken or expected to be taken onin a tax return. Under ASC Topic 740, tax positions must initiallyFor those benefits to be recognized, in the financial statements when it is more likely than not thea tax position willmust be more-likely-than-not to be sustained upon examination by the taxtaxing authorities. Such tax positions must initially and subsequently be

The amount recognized is measured as the largest amount of tax benefit that has ais greater than 50% likelihood50 percent likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

settlement. The Company did not have any unrecognizedassesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or benefits and there was no effect oncircumstances have arisen that might cause it to change its judgment regarding the financial conditions or resultslikelihood of operations for the nine months ended October 31, 2021. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.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.

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2022

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

(Unaudited)

● Net loss per share

The Company calculates netNet loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss percommon 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 perand dilutive common 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 if the additional common shares were dilutive.outstanding.

● Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

● Recent accounting pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.

● Stockholders’ Equity and Accrued Liability Excess Stock Issuance

The Company has authorized 103,103 shares of Common Stock with a par value of $0.001. As of April 30, 2022, and January 31, 2022, respectively, there were 103,103 shares of Common Stock issued and outstanding, respectively.

On March 1, 2021, the Company issued 20,000,000 shares of preferred stock with a par value of $0.001.

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED OCTOBER 31, 2021

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

(Unaudited)

● Fair value of financial instruments

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.

● Lease

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 January 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.

● Recent accounting pronouncements

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 January 31, 2021 and interim reporting periods during the nine months ended October 31, 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. 2018-13, Fair Value Measurement. The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date.

● Stockholders’ Equity and Accrued Liability Excess Stock Issuance

The Company has authorized 101,567 shares of Common Stock with a par value of $0.001. As of October 31, 2021 and January 31, 2021, there were 101,567 and 300,134,005 shares of Common Stock issued and 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 200 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-based compensation expense of $6,000,000 for the year ended January 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 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.

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED OCTOBER 31, 2021APRIL 30, 2022

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

(Unaudited)

NOTE 3 - ACCRUED LIABILITIES AND OTHER PAYABLE

SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLE

The accrued liabilities included the 10-Q review fee, FA consulting fee, M2 edgar filing fee and share agency fee. The other payable included the 10-K audit fee and FA consulting fee paid by a non-related three party.

NOTE 4 - AMOUNT DUE TO A DIRECTOR

SCHEDULE OF AMOUNT DUE TO A DIRECTOR

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

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, 20212022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.5, dated May 3, 2019 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Results of Operation

For the Three & Nine months ended October 31, 2021April 30, 2022

For the three months periods ended October 31,April 30, 2022 and 2021, and 2020, we realized revenue in amount of $0 and $0, respectively.

For the nine months periods ended October 31, 2021 and 2020, we realized revenue in amount of $0 and $0, respectively.

Result of operation for the three months ended October 31,April 30, 2022 and 2021, and 2020, we realized cost of revenue in amount of $0 and $0, respectively.

Result of operation for the nine months ended October 31, 2021 and 2020, we realized cost of revenue in amount of $0 and $0, respectively.

The overall gross profit (or loss) for the Company was $0$16,663 and $0 for the three months ended October 31,April 30, 2022 and 2021, and 2020, respectively.

The overall gross profit (or loss) for the Company was $0 and $0 for the nine months ended October 31, 2021 and 2020, respectively.

Our net loss were $5,657$16,663 and $6,737$0 for the three months ended October 31, 2021and 2020, respectively.

Our net loss were $24,769April 30, 2022 and $6,021,251 for the nine months ended October 31, 2021and 2020,2021, respectively.

Liquidity and Capital Resources

As of October 31,April 30, 2021, we had cash and cash equivalents of $0. We have a negative operating cash flows of $17,804$5,313 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 ninethree months periods ended October 31, 2021,April 30, 2022, net cash used in operating activities was $17,804,$5,313, compared to net cash used in operating activities of $20,631$0 for the ninethree months periods ended October 31, 2020.April 30, 2021.

Investing Activities

For the ninethree months periods ended October 31, 2021,April 30, 2022, net cash provided by investing activities was $0, compared to net cash provided by investing activities of $0 for the ninethree months periods ended October 31, 2020.April 30, 2021.

Financing Activities

For the ninethree months periods ended October 31, 2021April 30, 2022 net cash used in financing activities was $17,804.$5,313. For the ninethree months periods ended October 31, 2020,April 30, 2021, net cash provided by finance activities was $20,631.$0.

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 October 31, 2021.April 30, 2022.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

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 October 31, 2021,April 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2021,April 30, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending October 31, 2021,April 30, 2022, 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 proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

* Filed herewith.

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.