Cover
Cover - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | May 16, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | LVPAI GROUP LIMITED | |
Entity Central Index Key | 0000831378 | |
Document Type | 10-K/A | |
Amendment Flag | true | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --01-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jan. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 100,103,103 | |
Entity Public Float | $ 6,230 | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Fin Stmt Error Correction Flag | 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 | |
Amendment Description | The purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Lvpai Group Limited (the “Registrant” or the “Company”) for the year ended January 31, 2023 (the “Original Form 10-K”) is to update the disclosure of Risk Factors in the “Item 1 - Description of Business - Risks Relating to Being Located in China” and “Item 1A - Risk Factors -Risks Relating to Being Located in China” as the Company noted that more risks disclosure relating to Being Located in China. The Company also update the enforcement risks related to civil liabilities in the “Item 9B Other Information - Enforceability of Civil Liabilities”. | |
Icfr Auditor Attestation Flag | false | |
Local Phone Number | 768-8417 | |
Entity Interactive Data Current | Yes | |
Auditor Name | MICHAEL GILLESPIE & ASSOCIATES, PLLC | |
Auditor Location | Vancouver, Washington | |
Auditor Firm Id | 6108 |
Balance Sheets
Balance Sheets - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
ASSETS | ||
Total Assets | $ 0 | $ 0 |
LIABILITIES & STOCKHOLDERS' DEFICIT | ||
Accrued liabilities | 420 | 4,270 |
Note payable related parties | 64,607 | 24,499 |
Total liabilities | 65,027 | 28,769 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity | ||
Preferred Series A stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding | 8,000 | 8,000 |
Common stock, $0.001 par value; 300,000,000 authorized, 100,103,103 shares issued and outstanding | 100,103 | 100,103 |
Additional paid in capital | 19,518,948 | 19,518,948 |
Accumulated deficit | (19,692,078) | (19,655,820) |
Total Stockholders' Deficit | (65,027) | (28,769) |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 |
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 | 0 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Statements of Operations | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Administrative expenses | 36,258 | 28,769 |
Total operating expenses | 36,258 | 28,769 |
Loss from operations | (36,258) | (28,769) |
Other expense | ||
Other expense net | 0 | 0 |
Loss before provision for income taxes | (36,258) | (28,769) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (36,258) | $ (28,769) |
Basic and diluted loss per common share | $ 0 | $ (0.28) |
Weighted average number of shares outstanding | 13,253,788 | 103,103 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jan. 31, 2021 | 10,000,000 | 103,103 | |||
Balance, amount at Jan. 31, 2021 | $ 0 | $ 10,000 | $ 103 | $ 19,616,948 | $ (19,627,051) |
Net loss | (28,769) | $ 0 | $ 0 | 0 | (28,769) |
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 | (36,258) | $ 0 | $ 0 | 0 | (36,258) |
Preferred Stock converted to common stock*, shares | (2,000,000) | 100,000,000 | |||
Preferred Stock converted to common stock*, amount | 0 | $ (2,000) | $ 100,000 | (98,000) | 0 |
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) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (36,258) | $ (28,769) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||
Stock- based compensation | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accrued liabilities | (3,850) | 4,270 |
Net cash used for operating activities | (40,108) | (24,499) |
Cash Flows From Financing Activities: | ||
Proceeds from related party loans | 40,108 | 24,499 |
Net cash provided by financing activities | 40,108 | 24,499 |
Net Increase In Cash | 0 | 0 |
Cash At The Beginning Of The Period | 0 | 0 |
Cash At The End Of The Period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 0 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Jan. 31, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Lvpai Group Limited 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. David Lazar has been CEO 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 was 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. 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. 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. The Company’s accounting year-end is January 31. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jan. 31, 2023 | |
GOING CONCERN | |
Going Concern | NOTE 2 –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 January 31, 2023 the Company had negative retained earnings of 19,692,078. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP 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 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 January 31, 2023 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. 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 January 31, 2023, and January 31, 2022, the Company’s cash equivalents totaled $0 and $0, respectively. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 – COMMITMENTS AND CONTINGENCIES The Company did not have any contractual commitments of January 31, 2023, and 2022. |
NOTES PAYABLERELATED PARY
NOTES PAYABLERELATED PARY | 12 Months Ended |
Jan. 31, 2023 | |
NOTES PAYABLERELATED PARY | |
NOTES PAYABLE-RELATED PARY | NOTE 5 –NOTES PAYABLE-RELATED PARTY Mr. Chen Yuanhang, the Company’s chief executive officer, the principal member of the Company’s Court-appointed custodian is considered a related party. During the year ended January 31, 2023, he extended $40,108 in interest free demand loans to the Company. Mr. Fuzhu Yang, the Company’s former chief executive officer and chief financial officer the principal member of the Company’s Court-appointed custodian is considered a related party. During the year ended January 31, 2023, he extended $24,499 in interest free demand loans to the Company. |
HOLDER
HOLDER | 12 Months Ended |
Jan. 31, 2023 | |
HOLDER | |
HOLDER | NOTE 6 – HOLDER Common Stock As of January 31, 2023, Common stock, $0.001 par value; 300,000,000 authorized, 100,103,103 shares issued and outstanding. Preferred Stock The Company’s board of directors has the authority, without further action by stockholders, to issue up to 20,000,000 shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and number of shares constituting any series or the designation of any series. As of January 31, 2023 and 2022, 8,000,000 and 0 shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized. |
PREFERRED STOCK CONVERT TO COMM
PREFERRED STOCK CONVERT TO COMMON STOCK | 12 Months Ended |
Jan. 31, 2023 | |
PREFERRED STOCK CONVERT TO COMMON STOCK | |
PREFERRED STOCK CONVERT TO COMMON STOCK | NOTE 7 – PREFERRED STOCK CONVERT TO COMMON STOCK Effective on December 15, 2022, the Company has approved a 1 for 50 conversion to convert 2,000,000 preferred stock to 100,000,000 common shares, there was 8,000,000 preferred stock outstanding as of December 15, 2022. As a result of the conversion, the Company’s prior to the conversion, there were 103,103 shares of common stock issued and outstanding. The par value remains unchanged at $0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value. All share and per share amount in the accompanying financial statement for the prior period have been retroactively adjusted to reflect the conversion. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. There was no event that management deemed necessary for disclosure as a material subsequent event. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
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 | 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 January 31, 2023 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. |
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 January 31, 2023, and January 31, 2022, the Company’s cash equivalents totaled $0 and $0, respectively. |
Income taxes | The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” 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. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - Series A Preferred Stock [Member] - Private Transaction [Member] | Jan. 25, 2021 USD ($) $ / shares shares |
Shares issued in transaction, shares | shares | 10,000,000 |
Sale of stock price per share | $ / shares | $ 0.001 |
Shares issued upon conversion | shares | 200 |
Ownership percentage | 86.95% |
Proceeds from issuance of stock | $ | $ 250,000 |
David Lazar [Member] | |
Debt forgiven | $ | $ 65,503 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
GOING CONCERN | ||
Accumulated deficit | $ (19,692,078) | $ (19,655,820) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash equivalents | $ 0 | $ 0 |
NOTES PAYABLERELATED PARY (Deta
NOTES PAYABLERELATED PARY (Details Narrative) | Jan. 31, 2023 USD ($) |
Mr.Chen Yuanhang [Member] | |
Interest free demand loans | $ 40,108 |
Mr.Fuzhu Yang [Member] | |
Interest free demand loans | $ 24,499 |
HOLDER (Details Narrative)
HOLDER (Details Narrative) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 |
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 |
Preferred stock, shares issued | 8,000,000 | 8,000,000 |
Preferred stock, shares outstanding | 0 | 8,000,000 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Maximum [Member] | ||
Preferred stock, shares issued | 20,000,000 |
PREFERRED STOCK CONVERT TO CO_2
PREFERRED STOCK CONVERT TO COMMON STOCK (Details Narrative) - $ / shares | Dec. 15, 2022 | Jan. 31, 2023 | Dec. 14, 2022 | Jan. 31, 2022 |
Preferred stock, shares outstanding | 0 | 8,000,000 | ||
Common stock, shares issued | 100,103,103 | 100,103,103 | ||
Common stock, shares outstanding | 100,103,103 | 100,103,103 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common Stocks | ||||
Preferred Stock converted to common stock*, shares | 100,000,000 | |||
Preferred Stock | ||||
Preferred Stock converted to common stock*, shares | (2,000,000) | |||
PREFERRED STOCK CONVERT TO COMMON STOCK Member | ||||
Conversion of stock, description | 1 for 50 conversion | |||
Preferred stock, shares outstanding | 8,000,000 | 8,000,000 | ||
Common stock, shares issued | 103,103 | |||
Common stock, shares outstanding | 103,103 | |||
Common stock, par value | $ 0.001 |