UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~October~~April 3130, ~~2023~~2024

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

For the transition period from _________ to _________

Commission File Number. 033-20966

LVPAI GROUP LIMITED

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

Nevada

6770

76-0251547

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

50 West Liberty Street, Suite 880, Reno, Nevada 89501

(Address of principal executive offices, including zip code)

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

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

Title of each class Trading Symbol Name of each exchange ~~onwhich~~on which registered None LVPA N/A

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

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ ☒ No ☒☐

~~Indicate~~The aggregate market value of the ~~number~~voting and non-voting common equity held by non-affiliates of ~~shares~~the ~~outstanding~~registrant, as of ~~each~~May 28, 2024, was approximately $101 millions based on a closing price of ~~the~~$1.01 ~~issuer’s~~as ~~classes~~of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of ~~November~~such ~~23,~~date ~~2023~~have been excluded because such persons may be deemed to be affiliates.

Class		Outstanding at December 14, 2022
Common Stock, $0.001 par value		100,103,103

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 28, 2024.

Class		Outstanding at May 28, 2024
Common Stock, $0.001 par value		100,103,103

TABLE OF CONTENTS

		Page	~~Page~~
PART I	FINANCIAL INFORMATION	F-1	~~F-1~~
ITEM 1.	FINANCIAL STATEMENTS:	F-1	~~F-1~~
	Condensed Balance Sheets as of October 31, 2023 (unaudited) and January 31, 2023		F-1
	Condensed Consolidated Balance Sheets as of April 30, 2024 (unaudited) and January 31, 2024	F-1
	Condensed Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended October 31, 2023 and 2022 (unaudited)		F-2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended April 30, 2024 and 2023 (unaudited)	F-2
	Condensed Statement of Changes in Stockholders’ Deficit for the Three and Nine Months Ended October 31, 2022 and 2022 (unaudited)		F-3
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended April 30, 2024 and 2023 (unaudited)	F-3
	Condensed Statements of Cash Flows for the Nine Months Ended October 31, 2023 and 2022 (unaudited)		F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2024 and 2023 (unaudited)	F-4
	Notes to the Condensed Financial Statements		F-5 – F-8
	Notes to the Condensed Consolidated Financial Statements	F-5 – F-9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3	3
ITEM 3.	QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	5	5
ITEM 4.	CONTROLS AND PROCEDURES	5	5
PART II	OTHER INFORMATION	6	6
ITEM 1	LEGAL PROCEEDINGS	6	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6	6
ITEM 4	MINE SAFETY DISCLOSURES	6	6
ITEM 5	OTHER INFORMATION	6	6
ITEM 6	EXHIBITS	7	7
	SIGNATURES	8	8

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND JANUARY 31, ~~2023~~2024

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

	As of
	October 31, 2023			January 31, 2023
	April 30, 2024			January 31, 2024
	(Unaudited)			(Audited)
ASSETS
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued liabilities and other payable		~~100~~930			~~420~~440
Amount due to the related parties		98113,~~492~~460			64104,~~607~~660
TOTAL LIABILITIES	$	98114,~~592~~390		$	65105,~~027~~100
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, October 31, 2023 and January 31, 2023, respectively		8,000			8,000
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, April 30, 2024 and January 31, 2024, respectively		8,000			8,000
Common stock, $0.001 par value, 300,000,000 shares authorized, 100,103,103 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively		100,103			100,103
Common stock, $0.001 par value, 300,000,000 shares authorized, 100,103,103 shares issued and outstanding as of April 30, 2024 and January 31, 2024, respectively		100,103			100,103
Additional paid-in capital		19,518,948			19,518,948
Accumulated deficit		(19,~~725~~741,~~643~~441	)		(19,~~692~~732,~~078~~151	)
TOTAL STOCKHOLDERS’ DEFICIT		(98114,~~592~~390	)		(65105,~~027~~100	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

F-1

Table of Contents

LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

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

	Three months endedOctober 31,						Nine months endedOctober 31,
	Three Months EndedApril 30,
	2023			2022			2023			2022
	2024			2023
	(Unaudited)			(Unaudited)			~~(Unaudited)~~			~~(Unaudited)~~
REVENUES	$	-		$	-		$	-		$	-
COST OF REVENUES		-			-			-			-
GROSS PROFIT		-			-			-			-
OPERATING EXPENSES		(119,~~150~~290	)		(710,~~825~~780	)		~~(33,565~~	)		~~(33,798~~	)
LOSS FROM OPERATIONS		(119,~~150~~290	)		(710,~~825~~780	)		~~(33,565~~	)		~~(33,798~~	)
Other expense		-			-			-			-
Other expense:		-			-
Net loss from operations		(119,~~150~~290	)		(710,~~825~~780	)		~~(33,565~~	)		~~(33,798~~	)
Income tax expense		-			-
Net loss	$	(119,~~150~~290	)	$	(710,~~825~~780	)	$	~~(33,565~~	)	$	~~(33,798~~	)
Other comprehensive income:
- Foreign currency translation adjustment		-			-			-			-
COMPREHENSIVE LOSS	$	(119,~~150~~290	)	$	(710,~~825~~780	)	$	~~(33,565~~	)	$	~~(33,798~~	)
Net loss per share- Basic and diluted	$	(0.00	)	$	(0.0800	)	$	~~(0.00~~	)	$	~~(0.33~~	)
Weighted Average Number of shares outstanding		1324,~~253~~682,~~788~~957			~~103~~13,~~103~~253,788			~~13,253,788~~			~~103,103~~

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

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LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~DEFICIT~~EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

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

For the three ~~and nine~~ months ended ~~October~~April 3130, ~~2023~~2024

	PREFERRED STOCK				COMMON STOCK				ADDITIONAL
	Number ofshares		Amount		Number ~~of shares~~ofshares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL ~~DEFICIT~~EQUITY
Balance as of January 31, 2023 (Audited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,692,078	)	$	(65,027	)
Balance as of January 31, 2024 (audited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,732,151	)	$	(105,100	)
Net loss		-		-		-		-		-		(109,~~780~~290	)		(109,~~780~~290	)
Balance as of April 30, 2023 (Unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,702,858	)	$	(75,807	)
Balance as of April 30, 2024 (unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,741,441	)	$	(114,390	)
Net loss		-		-		-		-		-		(11,635	)		(11,635	)
Balance as of July 31, 2023 (Unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,714,493	)	$	(87,442	)
Net loss		-		-		-		-		-		(11,150	)		(11,150	)
Balance as of October 31, 2023 (Unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,725,643	)	$	(98,592	)

For the three ~~and nine~~ months ended ~~October~~April 3130, ~~2022~~2023

	PREFERRED STOCK				COMMON STOCK				ADDITIONAL
	Number ofshares		Amount		Number of shares*		Amount*		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL ~~DEFICIT~~EQUITY
Balance as of January 31, 2022 (Audited)		10,000,000	$	10,000		103,103	$	103	$	19,616,948	$	(19,655,820	)	$	(28,769	)
Balance as of January 31, 2023 (audited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,692,078	)	$	(65,027	)
Net loss		-		-		-		-		-		(1610,~~663~~780	)		(1610,~~663~~780	)
Balance as of April 30, 2022 (Unaudited)		10,000,000	$	10,000		101,103	$	103	$	19,616,948	$	(19,672,483	)	$	(45,432	)
Balance as of April 30, 2023 (unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,702,858	)	$	(75,807	)
Net loss		-		-		-		-		-		(9,310	)		(9,310	)
Balance as of July 31, 2022 (Unaudited)		10,000,000	$	10,000		101,103	$	103	$	19,616,948	$	(19,681,793	)	$	(54,742	)
Net loss		-		-		-		-		-		(7,825	)		(7,825	)
Balance as of October 31, 2022 (Unaudited)		10,000,000	$	10,000		101,103	$	103	$	19,616,948	$	(19,689,618	)	$	(62,567	)

See accompanying notes to the unaudited condensed consolidated financial statements.

F-3

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LVPAI GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024 AND ~~2022~~2023

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

	Nine Months EndedOctober 31,
	Three Months EndedApril 30,
	2023			2022
	2024			2023
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(339,~~565~~290	)	$	(3310,~~798~~780	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities:		-			-
Accrued liabilities and other payables		~~(320~~490	)		17,~~270~~000
Net cash used in operating activities		(338,~~885~~800	)		(323,~~528~~780	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties loans		33,885			32,528
Proceeds from related party loans		8,800			3,780
Net cash used in financing activities		338,~~885~~800			323,~~528~~780
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

Table of Contents

LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024

(Expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

The results for the ~~nine~~ three months ended ~~October~~ 31April 30, ~~2023~~2024 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended January 31, ~~2023~~2024, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~October~~ 31April 30, ~~2023~~2024 and for the related periods presented.

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~~December 171, ~~2020~~2023, ~~Custodian~~the ~~appointed~~existing ~~David~~officer ~~Lazar~~resigned immediately. Accordingly, Zhang Wenmin serving as Chief Financial Officer, ceased to be the Company’s Chief ~~Executive~~Financial Officer, ~~President,~~and ~~Secretary,~~consented ~~Chief~~to ~~Financial~~act ~~Officer~~as the Director of the Company. At the same date, Wei Zurui consented to act as the new Chief ~~Executive~~Financial Officer, and ~~Chairman~~Director of the ~~Board of Directors~~Company.

On ~~January~~December 251, ~~2021~~2023, as a result of atwo private transactions, 10(i) 2,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “"Shares”") of Lvpai Group Limited, a Nevada corporation (the "Company"), were transferred from ~~Custodian~~Yang ~~Ventures,~~Fuzhu ~~LLC~~ to ~~Yang~~Chen ~~Fuzhu~~Yuanhang (the “~~Purchaser~~Purchasers”). ~~Each~~and ~~share~~(ii) of20,000,000 ~~Series~~Shares Aof ~~Preferred~~Common Stock iswere ~~convertible~~transferred tofrom ~~200~~Yang ~~shares~~Fuzhu ofto ~~common~~Chen ~~stock~~Yuanhang as(the “Purchasers”). As a result, the Purchaser became holders of an aggregate of approximately 8665.9536% ~~holder~~ of the voting rights of the issued and outstanding share capital of the Company onand aYang ~~fully-diluted~~Fuzhu ~~basis~~retained 19.22% of the voting rights of the Company, and ~~became~~is no longer the controlling shareholder. The consideration paid for the Shares was $~~250~~89,000. The source of the cash consideration for the Shares was personal funds of the ~~Purchaser~~Purchasers. ~~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.

On August 12, 2022, as a result of two private transactions, (i) 4,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Yang Fuzhu to Chen Yuanhang and (ii) 1,000,000 Shares were transferred to Frank Chen (together, the “Purchasers”). As a result, the Purchasers became holders of an aggregate of approximately 43.48% of the voting rights of the issued and outstanding share capital of the Company and Yang Fuzhu retained 43.48% of the voting rights of the Company and is no longer the controlling shareholder. The consideration paid for the Shares was $172,500. The source of the cash consideration for the Shares was personal funds of the Purchasers.

On August 12, 2022, the existing director and officer resigned immediately. Accordingly, Yang Fuzhu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary. At the effective date of the transfer, Chen Yuanhang consented to act as the new Chief Executive Officer, President, and a Director of the Company, and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.

Chen Yuanhang has been our Chief Executive Officer since August 12, 2022. Mr. Yuanhang also serves as our Chief Executive Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Chen Yuanhang consented to act as the new President, CEO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.

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

F-5 Table of Contents

~~NOTE~~LVPAI 2GROUP ~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN~~LIMITED

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~CONDENSED ~~condensed~~CONSOLIDATED ~~financial~~FINANCIAL ~~statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.~~STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2024

(Expressed in United States Dollars (“US$”))

(Unaudited)

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 April 30, 2024 the Company had negative retained earnings of 19,741,441.

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. Since August 12, 2022 when a change of control in the Company occurred, the Company had been being funded by Mr. Chen Yuanhang 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

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

● Basis of presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

● 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 October 31, 2023 the Company had negative retained earnings of 19,725,643.

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.

● 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.

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LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~OCTOBER~~APRIL 3130, ~~2023~~2024

(Expressed in United States Dollars (“US$”))

(Unaudited)

● 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 ~~October~~April 3130, ~~2023~~2024, and January 31, ~~2023~~2024, the Company’s cash equivalents totaled $0 and $0, respectively.

● 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~~three months ended ~~October~~April 3130, ~~2023~~ 2024 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

● Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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.

● 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.

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LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~OCTOBER~~APRIL 3130, 2023

(Expressed in United States Dollars (“US$”))

(Unaudited)

● Net loss per share

● Related parties

● Recent accounting pronouncements

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

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

● Stockholders’ Equity and Accrued Liability Excess Stock Issuance

The Company has authorized 300,000,000 shares of Common Stock with a par value of $0.001. As of ~~October~~April 3130, ~~2023~~2024, and January 31, ~~2023~~2024, respectively, there were 100,103,103 shares of Common Stock issued and outstanding, respectively.

As of ~~October~~ 31April 30, ~~2023~~2024, and January 31, ~~2023~~2024, 8,000,000 shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized.

NOTE 3 - ACCRUED LIABILITIES

	As of
	October 31,2023		January 31,2023
	(Unaudited)		(Audited)
ACCRUED LIABILITIES	$	100	$	420
TOTAL ACCRUED LIABILITIES	$	100	$	420

The accrued liabilities included the share agency fee.

NOTE 4 - AMOUNT DUE TO THE RELATED PATIES

		As of
		October 31,2023		January 31,2023
		(Unaudited)		(Audited)
Mr. Yang Fuzhu	(Shareholder & former director)	$	24,499	$	24,499
Mr. Chen Yanghang	(Shareholder & director)		73,993		40,108
TOTAL AMOUNT DUE TO THE RELATED PARTIES		$	98,492	$	64,607

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

NOTE 5 - PRIOR PERIOD ADJUSTMENTS

Due to the management oversights, audit and review fee $5,000 and bank charges $30 are found to be omitted in the preparation of the financial statements for the previous period. In correcting the fundamental errors, it has been taken and accrued in current Condensed Statements of Operations and Comprehensive Loss.

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LVPAI GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED APRIL 30, 2024

(Expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 4 - ACCRUED LIABILITIES AND OTHER PAYABLE

	As of
	April 30, 2024		January 31, 2024
	(Unaudited)		(Audited)
ACCRUED LIABILITIES	$	930	$	440
OTHER PAYABLE		-		-

TOTAL ACCRUED LIABILITIES AND OTHER PAYABLE	$	930	$	440

The accrued liabilities included the income tax return fee, FA consulting fee and share agency fee.

NOTE 5 - AMOUNT DUE TO THE RELATED PARTIES

	As of
	April 30, 2024		January 31, 2024
	(Unaudited)		(Audited)
Mr. Yang Fuzhu (Shareholder & former director)	$	24,499	$	24,499
Mr. Chen Yuanhang (Shareholder & director)		88,961		80,161

TOTAL AMOUNT DUE TO THE RELATED PARTIES	$	113,460	$	104,660

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

NOTE 6 – 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.

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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, 2023 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~~Three ~~and nine~~ months ended ~~October~~April 3130, ~~2023~~2024

For the three months periods ended ~~October~~April 3130, ~~2023~~2024 and ~~2022, we realized revenue in amount of $0 and $0, respectively. For the nine months periods ended October 31,~~ 2023 ~~and 2022~~, we realized revenue in amount of $0 and $0, respectively.

Result of operation for the three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022, we realized cost of revenue in amount of $0 and $0, respectively. Result of operation for the nine months ended October 31,~~ 2023 ~~and 2022~~, we realized cost of revenue in amount of $0 and $0, respectively.

The overall gross ~~loss for the Company was $0 and $0 for the three months ended October 31, 2023 and 2022, respectively. The overall gross~~ profit (or loss) for the Company was $09,290 and $010,780 for the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022~~2023, respectively.

Our net loss ~~was~~were $119,~~150~~290 and $710,~~825~~780 for the three months ended ~~October~~April 3130, ~~2023~~2024 and ~~2022, respectively. Our net loss was $33,565 and $33,798 for the nine months ended October 31,~~ 2023 ~~and 2022~~, respectively.

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Liquidity and Capital Resources

As of ~~October~~April 3130, ~~2023~~2024, we had cash and cash equivalents of $0. We have a negative operating cash flows of $338,~~885~~800 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~~three months periods ended ~~October~~April 3130, ~~2023~~2024, net cash used in operating activities was $338,~~885~~800, compared to net cash used in operating activities of $323,~~528~~780 for the ~~nine~~three months periods ended ~~October~~April 3130, ~~2022~~2023.

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Investing Activities

For the ~~nine~~three months periods ended ~~October~~April 3130, ~~2023~~2024, net cash provided by investing activities was $0, compared to net cash provided by investing activities of $0 for the ~~nine~~three months periods ended ~~October~~April 3130, ~~2022~~2023.

Financing Activities

For the ~~nine~~three months periods ended ~~October~~April 3130, ~~2023~~2024 net cash ~~provided~~used byin financing activities was $338,~~885~~800. For the ~~nine~~three months periods ended ~~October~~April 3130, ~~2022~~2023, net cash provided by finance activities was $323,~~528~~780.

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~~April 3130, ~~2023~~2024.

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.

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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~~April 3130, ~~2023~~2024, 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~~April 3130, ~~2023~~2024, 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~~April 3130, ~~2023~~2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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ITEM 6. Exhibits

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		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
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		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.

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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: November 23, 2023	By:	/s/ Chen Yuanhang
Date: May 28, 2024	By:	/s/ Chen Yuanhang
	Title:	~~Director~~Chief Executive Officer

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