UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from _________ to _________
Commission
File Number.
(Exact name of registrant issuer as specified in its charter)
| 6770 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | LVPA | None |
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.
☒ 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).
☒ 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 ☐
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 15, 2021.
| Class | Outstanding at December 15, 2021 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial statements
LVPAI GROUP LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 31, 2021 AND JANUARY 31, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
| October 31, 2021 | January 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accrued liabilities | - | |||||||
| Amount due to a director | - | |||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding, October 31, 2021 and January 31, 2021 | ||||||||
| Common stock, $ par value, and shares authorized, and shares issued and outstanding as of October 31, 2021 and January 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | - | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-1 |
LVPAI GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended October 31 | Nine months ended October 31 | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUES | - | - | - | - | ||||||||||||
| GROSS PROFIT | - | - | - | - | ||||||||||||
| OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Total other expense | - | - | - | - | ||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income: | ||||||||||||||||
| - Foreign currency translation adjustment | - | - | - | - | ||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share- Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of shares outstanding | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
LVPAI GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED OCTOBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
For the nine months ended October 31, 2021
| PREFERRED STOCK | COMMON STOCK | ADDITIONAL | ||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||||||||
| Balance as of January 31, 2021 (audited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| - | - | ( | ) | ( | ) | - | - | |||||||||||||||||||||
| Net loss | - | - | - | $ | - | - | - | |||||||||||||||||||||
| Balance as of April 30, 2021 (unaudited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | - | - | - | $ | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2021 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2021 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the nine months ended October 31, 2020
| PREFERRED STOCK | COMMON STOCK | ADDITIONAL | ||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||||||||
| Balance as of January 31, 2020 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of Preferred stock | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of April 30, 2020 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2020 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of October 31, 2020 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
LVPAI GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2021 AND 2020
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Nine Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | - | |||||||
| Accrued liabilities | - | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party loans | ||||||||
| Net cash used in financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | - | - | ||||||
| Net change in cash and cash equivalents | - | - | ||||||
| Cash and cash equivalents, beginning of period | - | - | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2021
(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, shares of Series A Preferred Stock, $ 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 shares of common stock As a result, the Purchaser became an approximately
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 our name from Finotec Group, Inc. to Lvpai Group Limited. On March 8, 2021, the Company effectuated a
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 accounting principles generally accepted 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.
The
accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a
going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of
business at amounts disclosed in the financial statements. Although the Company has accumulated deficit of $
● 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.
● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
| F-5 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
● Cash and cash equivalents
The
company considers all highly liquid temporary cash equivalents with an original maturity of three months or less to be cash equivalents.
On October 31, 2021, and January 31, 2021, the Company’s cash equivalents totaled $
● Revenue recognition
Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. 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 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.
As of and for the year ended October 31, 2021 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
● Income taxes
The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any 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.
ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The 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 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.
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.
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss 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 if the additional common shares were dilutive.
● 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.
| F-6 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE 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:
| Level 1 : Observable inputs such as quoted prices in active markets; | |
| Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
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 shares of Common Stock with a par value of $. As of October 31, 2021 and January 31, 2021, there were and shares of Common Stock issued and outstanding. On December 16, 2020 the Company issued 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 shares of Series A Preferred Stock (“Series A”). Each share of Series A is convertible into shares of Common Stock. April 28, 2020, the Company awarded 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 $ for the year ended January 31, 2021.
On
January 25, 2021, as a result of a private transaction, shares of Series A Preferred Stock, $ 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 shares of common stock. As a result, the Purchaser became an approximately
| F-7 |
LVPAI GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
NOTE 3 - ACCRUED LIABILITIES
| As of | ||||||||
| October 31, 2021 | January 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ACCRUED LIABILITIES | $ | $ | - | |||||
| TOTAL ACCRUED LIABILITIES | $ | $ | ||||||
The accrued liabilities included the 10-Q review fee, FA consulting fee, M2 edgar filing fee and share agency fee.
NOTE 4 - AMOUNT DUE TO A DIRECTOR
| As of | ||||||||
| October 31, 2021 | January 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| AMOUNT DUE TO A DIRECTOR | $ | $ | - | |||||
| TOTAL AMOUNT DUE TO A DIRECTOR | $ | $ | ||||||
The amount due is unsecured, interest-free with no fixed payment term, for working capital purpose.
| F-8 |
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, 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.
Results of Operation
For the Three & Nine months ended October 31, 2021
For the three months periods ended October 31, 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, 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 and $0 for the three months ended October 31, 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 and $6,737 for the three months ended October 31, 2021and 2020, respectively.
Our net loss were $24,769 and $6,021,251 for the nine months ended October 31, 2021and 2020, respectively.
Liquidity and Capital Resources
As of October 31, 2021, we had cash and cash equivalents of $0. We have a negative operating cash flows of $17,804 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 nine months periods ended October 31, 2021, net cash used in operating activities was $17,804, compared to net cash used in operating activities of $20,631 for the nine months periods ended October 31, 2020.
Investing Activities
For the nine months periods ended October 31, 2021, net cash provided by investing activities was $0, compared to net cash provided by investing activities of $0 for the nine months periods ended October 31, 2020.
Financing Activities
For the nine months periods ended October 31, 2021 net cash used in financing activities was $17,804. For the nine months periods ended October 31, 2020, net cash provided by finance activities was $20,631.
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.
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.
| 3 |
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, 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, 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, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 4 |
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
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lvpai Group Limited | ||
| (Name of Registrant) | ||
| Date: December 15, 2021 | ||
| By: | /s/ Yang Fuzhu | |
| Title: | Director | |
| 6 |
EXHIBIT 31.1
CERTIFICATION
I, Yang Fuzhu, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lvpai Group Limited (the “Company”) for the quarter ended October 31, 2021;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: December 15, 2021 | ||
| By: | /s/ Yang Fuzhu | |
| Title: | Principal Executive Officer and Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lvpai Group Limited (the “Company”) on Form 10-Q for the period ending October 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: December 15, 2021 | ||
| By: | /s/ Yang Fuzhu | |
| Title: | Principal Executive Officer and Principal Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Cover - shares |
9 Months Ended | |
|---|---|---|
Oct. 31, 2021 |
Dec. 15, 2021 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Oct. 31, 2021 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2022 | |
| Current Fiscal Year End Date | --01-31 | |
| Entity File Number | 033-20966 | |
| Entity Registrant Name | LVPAI GROUP LIMITED | |
| Entity Central Index Key | 0000831378 | |
| Entity Tax Identification Number | 76-0251547 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Address, Address Line One | 3445 Lawrence Avenue | |
| Entity Address, City or Town | Oceanside | |
| Entity Address, State or Province | NY | |
| Entity Address, Postal Zip Code | 11572 | |
| City Area Code | (646) | |
| Local Phone Number | 768-8417 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | false | |
| Entity Shell Company | true | |
| Entity Common Stock, Shares Outstanding | 101,567 |
Condensed Consolidated Balance Sheets - USD ($) |
Oct. 31, 2021 |
Jan. 31, 2021 |
|---|---|---|
| ASSETS | ||
| TOTAL ASSETS | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Accrued liabilities | 6,965 | |
| Amount due to a director | 17,804 | |
| TOTAL LIABILITIES | 24,769 | |
| STOCKHOLDERS’ DEFICIT | ||
| Preferred stock, $0.001 par value, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding, October 31, 2021 and January 31, 2021 | 10,000 | 10,000 |
| Common stock, $0.001 par value, 101,567 and 300,134,005 shares authorized, 101,567 and 300,134,005 shares issued and outstanding as of October 31, 2021 and January 31, 2021, respectively | 102 | 300,134 |
| Additional paid-in capital | 19,616,949 | 19,316,917 |
| Accumulated deficit | (19,651,820) | (19,627,051) |
| TOTAL STOCKHOLDERS’ DEFICIT | (24,769) | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Oct. 31, 2021 |
Jan. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 10,000,000 | 10,000,000 |
| Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 101,567 | 300,134,005 |
| Common stock, shares issued | 101,567 | 300,134,005 |
| Common stock, shares outstanding | 101,567 | 300,134,005 |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Oct. 31, 2021 |
Oct. 31, 2020 |
Oct. 31, 2021 |
Oct. 31, 2020 |
|
| Income Statement [Abstract] | ||||
| REVENUES | ||||
| COST OF REVENUES | ||||
| GROSS PROFIT | ||||
| OPERATING EXPENSES | (5,657) | (6,737) | (24,769) | (6,021,251) |
| LOSS FROM OPERATIONS | (5,657) | (6,737) | (24,769) | (6,021,251) |
| Other expense: | ||||
| Total other expense | ||||
| Net loss from operations | (5,657) | (6,737) | (24,769) | (6,021,251) |
| Income tax expense | ||||
| Net loss | (5,657) | (6,737) | (24,769) | (6,021,251) |
| Other comprehensive income: | ||||
| - Foreign currency translation adjustment | ||||
| COMPREHENSIVE LOSS | $ (5,657) | $ (6,737) | $ (24,769) | $ (6,021,251) |
| Net loss per share- Basic and diluted | $ (0.06) | $ (0.00) | $ (0.25) | $ (0.02) |
| Weighted Average Number of shares outstanding | 101,003 | 300,000,000 | 101,003 | 300,000,000 |
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) |
Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|
| Beginning balance, value at Jan. 31, 2020 | $ 300,000 | $ 13,261,548 | $ (13,564,223) | $ (2,675) | |
| Beginning balance, shares at Jan. 31, 2020 | 300,000,000 | ||||
| Issuance of Preferred stock | $ 10,000 | 5,990,000 | 6,000,000 | ||
| Issuance of Preferred stock, shares | 10,000,000 | ||||
| Net loss | (6,007,790) | (6,007,790) | |||
| Ending balance, value at Apr. 30, 2020 | $ 10,000 | $ 300,000 | 19,251,548 | (19,572,013) | (10,465) |
| Ending balance, shares at Apr. 30, 2020 | 10,000,000 | 300,000,000 | |||
| Beginning balance, value at Jan. 31, 2020 | $ 300,000 | 13,261,548 | (13,564,223) | (2,675) | |
| Beginning balance, shares at Jan. 31, 2020 | 300,000,000 | ||||
| Net loss | (6,021,251) | ||||
| Ending balance, value at Oct. 31, 2020 | $ 10,000 | $ 300,000 | 19,251,548 | (19,585,475) | (23,927) |
| Ending balance, shares at Oct. 31, 2020 | 10,000,000 | 300,000,000 | |||
| Beginning balance, value at Apr. 30, 2020 | $ 10,000 | $ 300,000 | 19,251,548 | (19,572,013) | (10,465) |
| Beginning balance, shares at Apr. 30, 2020 | 10,000,000 | 300,000,000 | |||
| Net loss | (6,725) | (6,725) | |||
| Ending balance, value at Jul. 31, 2020 | $ 10,000 | $ 300,000 | 19,251,548 | (19,578,738) | (17,190) |
| Ending balance, shares at Jul. 31, 2020 | 10,000,000 | 300,000,000 | |||
| Net loss | (6,737) | (6,737) | |||
| Ending balance, value at Oct. 31, 2020 | $ 10,000 | $ 300,000 | 19,251,548 | (19,585,475) | (23,927) |
| Ending balance, shares at Oct. 31, 2020 | 10,000,000 | 300,000,000 | |||
| Beginning balance, value at Jan. 31, 2021 | $ 10,000 | $ 300,134 | 19,316,917 | (19,627,051) | |
| Beginning balance, shares at Jan. 31, 2021 | 10,000,000 | 300,134,005 | |||
| 1 for 3,000 reverse stock split | $ (300,032) | 300,032 | |||
| 1 for 3,000 reverse stock split, shares | (300,032,438) | ||||
| Net loss | |||||
| Ending balance, value at Apr. 30, 2021 | $ 10,000 | $ 102 | 19,616,949 | (19,627,051) | |
| Ending balance, shares at Apr. 30, 2021 | 10,000,000 | 101,567 | |||
| Beginning balance, value at Jan. 31, 2021 | $ 10,000 | $ 300,134 | 19,316,917 | (19,627,051) | |
| Beginning balance, shares at Jan. 31, 2021 | 10,000,000 | 300,134,005 | |||
| Net loss | (24,769) | ||||
| Ending balance, value at Oct. 31, 2021 | $ 10,000 | $ 102 | 19,616,949 | (19,651,820) | (24,769) |
| Ending balance, shares at Oct. 31, 2021 | 10,000,000 | 101,567 | |||
| Beginning balance, value at Apr. 30, 2021 | $ 10,000 | $ 102 | 19,616,949 | (19,627,051) | |
| Beginning balance, shares at Apr. 30, 2021 | 10,000,000 | 101,567 | |||
| Net loss | (19,112) | (19,112) | |||
| Ending balance, value at Jul. 31, 2021 | $ 10,000 | $ 102 | 19,616,949 | (19,646,163) | (19,112) |
| Ending balance, shares at Jul. 31, 2021 | 10,000,000 | 101,567 | |||
| Net loss | (5,657) | (5,657) | |||
| Ending balance, value at Oct. 31, 2021 | $ 10,000 | $ 102 | $ 19,616,949 | $ (19,651,820) | $ (24,769) |
| Ending balance, shares at Oct. 31, 2021 | 10,000,000 | 101,567 |
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) |
3 Months Ended | |
|---|---|---|
Mar. 08, 2021 |
Apr. 30, 2021 |
|
| Statement of Stockholders' Equity [Abstract] | ||
| Description of reverse stock split | 1 for 3,000 reverse stock splits | 1 for 3,000 reverse stock split |
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
|---|---|---|
Oct. 31, 2021 |
Oct. 31, 2020 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net loss | $ (24,769) | $ (6,021,251) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||
| Stock-based compensation | 6,000,000 | |
| Changes in operating assets and liabilities: | ||
| Accounts payable | 620 | |
| Accrued liabilities | 6,965 | |
| Net cash used in operating activities | (17,804) | (20,631) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Proceeds from related party loans | 17,804 | 20,631 |
| Net cash used in financing activities | 17,804 | 20,631 |
| Effect of exchange rate changes on cash and cash equivalents | ||
| Net change in cash and cash equivalents | ||
| Cash and cash equivalents, beginning of period | ||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||
| Cash paid for income taxes | ||
| Cash paid for interest paid | ||
ORGANIZATION AND BUSINESS BACKGROUND |
9 Months Ended |
|---|---|
Oct. 31, 2021 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND BUSINESS BACKGROUND | 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, shares of Series A Preferred Stock, $ 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 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.
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.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2021 | |||||||||||
| Accounting Policies [Abstract] | |||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 accounting principles generally accepted 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.
The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. Although the Company has accumulated deficit of $19,651,820 as of October 31, 2021, and it has reported a net loss of $24,769 during the nine months ended October 31, 2021. The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended January 31, 2021 a substantial doubt about the Company’s ability to continue as a going concern. Based on the Company’s effort in improving its operations and the significant working capital increase as of October 31, 2021, the management believes that the substantial doubt has been alleviated.
● Basis of consolidation
The condensed consolidated financial statements include the accounts of Lvpai Group Limited and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
LVPAI GROUP LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED OCTOBER 31, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited)
● Cash and cash equivalents
The company considers all highly liquid temporary cash equivalents with an original maturity of three months or less to be cash equivalents. On October 31, 2021, and January 31, 2021, the Company’s cash equivalents totaled $0 and $0, respectively.
● Revenue recognition
Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. 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 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.
As of and for the year ended October 31, 2021 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
● Income taxes
The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any 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.
ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The 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 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.
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.
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss 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 if the additional common shares were dilutive.
● 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.
LVPAI GROUP LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE 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 shares of Common Stock with a par value of $. As of October 31, 2021 and January 31, 2021, there were and shares of Common Stock issued and outstanding. On December 16, 2020 the Company issued 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 shares of Series A Preferred Stock (“Series A”). Each share of Series A is convertible into shares of Common Stock. April 28, 2020, the Company awarded 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 $ for the year ended January 31, 2021.
On January 25, 2021, as a result of a private transaction, shares of Series A Preferred Stock, $ 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 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, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited)
|
ACCRUED LIABILITIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED LIABILITIES | NOTE 3 - ACCRUED LIABILITIES
The accrued liabilities included the 10-Q review fee, FA consulting fee, M2 edgar filing fee and share agency fee.
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AMOUNT DUE TO A DIRECTOR |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMOUNT DUE TO A DIRECTOR | NOTE 4 - AMOUNT DUE TO A DIRECTOR
The amount due is unsecured, interest-free with no fixed payment term, for working capital purpose. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | ||||||||||
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Oct. 31, 2021 | |||||||||||
| Accounting Policies [Abstract] | |||||||||||
| Basis of presentation | ● 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 accounting principles generally accepted 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.
The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. Although the Company has accumulated deficit of $19,651,820 as of October 31, 2021, and it has reported a net loss of $24,769 during the nine months ended October 31, 2021. The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended January 31, 2021 a substantial doubt about the Company’s ability to continue as a going concern. Based on the Company’s effort in improving its operations and the significant working capital increase as of October 31, 2021, the management believes that the substantial doubt has been alleviated.
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| Basis of consolidation | ● Basis of consolidation
The condensed consolidated financial statements include the accounts of Lvpai Group Limited and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
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| Use of estimates | ● Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
LVPAI GROUP LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED OCTOBER 31, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited)
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| Cash and cash equivalents | ● Cash and cash equivalents
The company considers all highly liquid temporary cash equivalents with an original maturity of three months or less to be cash equivalents. On October 31, 2021, and January 31, 2021, the Company’s cash equivalents totaled $0 and $0, respectively.
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| Revenue recognition | ● Revenue recognition
Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. 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 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.
As of and for the year ended October 31, 2021 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.
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| Income taxes | ● Income taxes
The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any 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.
ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The 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 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.
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| 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.
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| Net loss per share |
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss 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 if the additional common shares were dilutive.
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| Related parties | ● 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.
LVPAI GROUP LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED OCTOBER 31, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited)
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| Fair value of financial instruments | ● 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.
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| Lease | ● 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.
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| Recent accounting pronouncements | ● 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.
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| Stockholders’ Equity and Accrued Liability Excess Stock Issuance | ● Stockholders’ Equity and Accrued Liability Excess Stock Issuance
The Company has authorized shares of Common Stock with a par value of $. As of October 31, 2021 and January 31, 2021, there were and shares of Common Stock issued and outstanding. On December 16, 2020 the Company issued 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 shares of Series A Preferred Stock (“Series A”). Each share of Series A is convertible into shares of Common Stock. April 28, 2020, the Company awarded 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 $ for the year ended January 31, 2021.
On January 25, 2021, as a result of a private transaction, shares of Series A Preferred Stock, $ 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 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, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited)
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ACCRUED LIABILITIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACCRUED LIABILITIES |
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AMOUNT DUE TO A DIRECTOR (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF AMOUNT DUE TO A DIRECTOR |
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ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($) |
3 Months Ended | |||
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Mar. 08, 2021 |
Jan. 25, 2021 |
Apr. 30, 2021 |
Apr. 27, 2020 |
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| Subsidiary, Sale of Stock [Line Items] | ||||
| Description of reverse stock split | 1 for 3,000 reverse stock splits | 1 for 3,000 reverse stock split | ||
| Series A Preferred Stock [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Shares issued upon conversion | 200 | |||
| Private Transaction [Member] | Series A Preferred Stock [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Shares issued in transaction, shares | 10,000,000 | |||
| Sale of stock price per share | $ 0.001 | |||
| Shares issued upon conversion | 200 | |||
| Ownership percentage | 86.95% | |||
| Proceeds from issuance of stock | $ 250,000 | |||
| Private Transaction [Member] | Series A Preferred Stock [Member] | David Lazar [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Debt forgiven | $ 65,503 |
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) |
Oct. 31, 2021 |
Jan. 31, 2021 |
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| Payables and Accruals [Abstract] | ||
| ACCRUED LIABILITIES | $ 6,965 | |
| TOTAL ACCRUED LIABILITIES | $ 6,965 |
SCHEDULE OF AMOUNT DUE TO A DIRECTOR (Details) - USD ($) |
Oct. 31, 2021 |
Jan. 31, 2021 |
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| Related Party Transactions [Abstract] | ||
| AMOUNT DUE TO A DIRECTOR | $ 17,804 | |
| TOTAL AMOUNT DUE TO A DIRECTOR | $ 17,804 |
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