UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. ~~For the quarterly period ended July 31, 2014~~

For the quarterly period ended January 31, 2015

☐¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. ~~For the transition period from ________ to ________.~~

For the transition period from ________ to ________.

Commission file number: 000-54209

LVFAR GREEN TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		27-3819428
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification number)

Pingzi Road 71, NianFeng Community,
Ping Di Street
Longgang District, Shenzhen, China		N/A
(Address of Principal Executive Offices)		(Zip Code)

86-755-28431909

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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~~ 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 ☒ x No ☐ ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ ¨ No ☒ x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐¨ Accelerated filer ☐¨ Non-accelerated filer ☐¨ Smaller reporting company ☒x (Do not check if a smaller reporting company)

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

As of ~~September~~March 1517, ~~2014~~2015, there were 1,000,000 shares of company’s common stock, par value $0.001 per share, outstanding. All shares of common stock of the Registrant’s are held by affiliates. Therefore, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant is zero.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
PART I – FINANCIAL INFORMATION.		3
Item 1.	Financial Statements.	3
	Condensed Balance Sheets - as of July 31, 2014 (unaudited) and October 31, 2013	3
	Condensed Balance Sheets - as of January 31, 2015 (unaudited) and October 31, 2014.	3
	Condensed Statements of Operations for the three and nine months ended July 31, 2014 and 2013 (unaudited)	4
	Condensed Statements of Operations for the three months ended January 31, 2015 and 2014 (unaudited).	4
	Condensed Statements of Cash Flows for the nine months ended July 31, 2014 and 2013 (unaudited)	5
	Condensed Statements of Cash Flows for the three months ended January 31, 2015 and 2014 (unaudited).	5
	Notes to Condensed Financial Statements (unaudited)	6
	Notes to Condensed Financial Statements (unaudited).	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 4.	Controls and Procedures	11
Item 4	Controls and Procedures.	11
PART II – OTHER INFORMATION		12
PART II – OTHER INFORMATION.		12
Item 1.	Legal Proceedings.	12
Item 1A.	Risk Factors.	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Mine Safety Disclosures.	12
Item 5.	Other Information.	12
Item 6.	Exhibits.	1213
SIGNATURES		1314

PART I

Item 1.

Financial Statements.

LVFAR GREEN TECHNOLOGY CORP.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	July 31, 2014			October 31, 2013
	January 31, 2015			October 31, 2014
	(unaudited)			(audited)
Assets
Current Assets
Cash	$	~~262~~166		$	~~411~~214
TOTAL ASSETS	$	~~262~~166		$	~~411~~214
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accruals	$	15,482		$	15,~~400~~482
TOTAL LIABILITIES		15,482			15,400
Stockholders' Deficit
Preferred stock, $.001 par value, 30,000,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, $.001 par value, 30,000,000 shares authorized, no shares issued and outstanding as of January 31, 2015 and October 31, 2014		-			-
Common stock, $.001 par value, 100,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, $.001 par value, 100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of January 31, 2015 and October 31, 2014		1,000			1,000
Additional paid-in capital		~~159~~205,~~123~~571			89182,~~564~~323
Accumulated deficit		(~~175~~221,~~343~~887	)		(~~105~~198,~~553~~591	)
TOTAL STOCKHOLDERS' DEFICIT		(15,~~220~~316	)		(1415,~~989~~268	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~262~~166		$	~~411~~214

The accompanying notes are an integral part of these unaudited condensed financial statements

LVFAR GREEN TECHNOLOGY CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

	(Unaudited) Three Months Ended July 31,						(Unaudited) Nine Months Ended July 31,						For the period from October 14, 2010 (inception) to July 31, 2014
	Three Months Ended January 31,
	2014			2013			2014			2013
	2015			2014
Revenue	$	-		$	-		$	-			-			-
General and administrative expenses		(23,~~253~~296	)		(623,~~025~~289	)		~~(69,790~~	)		~~(18,150~~	)		~~(175,343~~	)
Net loss	$	(23,~~253~~296	)	$	(623,~~025~~289	)	$	~~(69,790~~	)		~~(18,150~~	)		~~(175,343~~	)
Weighted Average Number of Common Shares Outstanding, basic and diluted		1,000,000			1,000,000			~~1,000,000~~			~~1,000,000~~
Basic and diluted net loss per share attributable to common stockholders	$	(0.02	)	$	(0.0102	)	$	~~(0.07)~~			~~(0.01~~	)

The accompanying notes are an integral part of these unaudited condensed financial statements

LVFAR GREEN TECHNOLOGY CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

	(Unaudited) Nine Months Ended July 31,						From October 14, 2010 (inception) to July 31,
	Three Months Ended January 31,
	2014			2013			2014
	2015			2014
Operating Activities
Net loss	$	(6923,~~790~~296	)		(1823,~~150~~289	)	$	~~(175,343~~	)
Change in Operating Assets and Liabilities:
Accrual expense		820			711,~~600~~241			~~56,446~~
Net Cash Used in Operating Activities		(6923,~~708~~296	)		(1012,~~550~~048	)		~~(118,897~~	)
Cash Flows from Financing Activities:
Proceeds received under subscription agreement		-			-			5,000
Stockholders’ contribution for operating expenses		23,248			12,000
Stockholders’ contribution for operating expenses		69,559			11,000			114,159
Net Cash Provided by Financing Activities:		23,248			12,000
Net Cash Provided by Financing Activities:		69,559			-			119,159
Net Decrease in Cash		(48	)		(48	)
Net Increase (Decrease) in Cash		(149	)					262
Cash Beginning of Period		214			411
Cash Beginning of Period		411			-			-
Cash End of Period	$	166			363
Cash End of Period	$	262			450		$	262
Supplemental Schedule for Non-cash Financing Activities
Supplemental Schedule for Non-cash Financing Activities
Expenses paid by stockholders	$	23,248		$	12,000
Expenses paid by stockholders	$	56,716		$	-		$	137,680

The accompanying notes are an integral part of these unaudited condensed financial statements

LVFAR GREEN TECHNOLOGY CORP.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

LVFAR Green Technology Corp. (the “Company”), ~~a development stage company,~~ was incorporated in Delaware on October 14, 2010 under the name “SHC Advance Services Inc.” On March 1, 2013, the Company amended its Certificate of Incorporation (i) to change its name from “SHC Advance Services Inc.” to “LVFAR Green Technology Corp.” and (ii) to increase the total authorized shares of capital stock to 130,000,000 shares, of which 100,000,000 are designated common stock and 30,000,000 are designated preferred stock. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that we have not yet identified. The Company has neither engaged in any operations nor generated significant revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification, or ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has selected October 31 as its fiscal year end.

On January 26, 2012, ~~pursuant~~the totwo astockholders ~~securities~~of ~~purchase agreement (~~the ~~“Agreement”)~~Company, ~~by and among Keeler~~ Global Investors Ltd. (“"Keeler”"), and Triglobal Investments Ltd. (“"Triglobal”"), ~~and~~entered into a purchase agreement (the "Original Agreement") with Ellenoff Grossman & Schole LLP (“"EGS”"), whereby Keeler and Triglobal, ~~the two stockholders of the Company,~~ sold all of the shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") they held to EGS in consideration for legal services rendered. Following consummation of the transactions contemplated by the Original Agreement, EGS held 100% of the voting securities of the Company. The transaction resulted in a change in control of the Company from Keeler and Triglobal to EGS.

On January 26, 2012, in accordance with the terms of the Original Agreement, Mr. Chang, our President, Chief Financial Officer, Secretary and director at that time, and Mr. Chong, our Treasurer and a director at that time, resigned from their positions as officers and directors of the Company effective immediately upon consummation of the transactions contemplated by the Original Agreement.

On January 26, 2012, in accordance with the terms of the Original Agreement, Mr. Selengut was appointed President, Mr. Grossman was ~~appointed~~ appointed Treasurer and Chief Financial Officer and Mr. Ellenoff was appointed Secretary of the Company, each appointment effective ~~immediately~~ immediately upon consummation of the transactions contemplated by the Original Agreement. Each of Messrs. Grossman, Ellenoff and Selengut are members of EGS, our sole stockholder at that time.

On March 1, 2013, pursuant to a stock purchase agreement (the “"New Agreement”"), by and among EGS and those persons whose names appear on the signature pages thereto (collectively the “"Purchasers”"), EGS sold all of the shares of ~~common stock~~Common Stock of the Company to the Purchasers in consideration for $50,000 in cash from the personal funds of the Purchasers. Following ~~consummation~~ consummation of the transactions contemplated by the New Agreement, the Purchasers collectively hold 100% of the voting securities of the Company. The transaction has resulted in a change in control of the Company from EGS to the Purchasers.

On March 1, 2013, in accordance with the terms of the New Agreement, (i) Messrs. Selengut, Grossman and Ellenoff resigned from their positions as officers and directors of the Company; and (ii) the following individuals were appointed to the positions indicated opposite their names:

LVFAR GREEN TECHNOLOGY CORP.

(ANOTES ~~Development~~TO ~~Stage~~UNAUDITED ~~Company)~~FINANCIAL STATEMENTS

~~NOTES~~On TOMarch ~~CONDENSED~~1, ~~FINANCIAL~~2013, ~~STATEMENTS~~ in accordance with the terms of the New Agreement, (~~UNAUDITED~~i) Messrs. Selengut, Grossman and Ellenoff resigned from their positions as officers and directors of the Company; and (ii) the following individuals were appointed to the positions indicated opposite their names:

Name	Age	Position
Quixia Huang	4445	Chairman of the Board of Directors
Peter H. Tong	5960	Chief Executive Officer, Chief Financial Officer and Director
Zhihao Huang	2526	Treasurer and Director
Guohua Huang	5253	Secretary and Director
Enlong Pan	5758	Senior Vice President
Guoxiang Huang	4546	Director

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared from the books and records of the Company in ~~accordance~~ accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. The condensed statements of operations for the ~~nine~~three months ended ~~July~~ January 31, ~~2014~~2015 are not necessarily indicative of the results to be expected for the full year or any future interim period. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s ~~accompanying~~Annual ~~footnote~~Report ~~disclosure~~on Form 10-K for the year ended October 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such condensed financial statements.

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. ~~The~~ ~~unaudited condensed~~ The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently applied in the presentation of financial statements. The accompanying ~~unaudited condensed~~ financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

(b) ~~Development~~Net ~~stage~~loss ~~company~~per common share

The Company complies with ~~the~~accounting ~~reporting~~and disclosure requirements of FASB ASC ~~915~~260, “~~Development~~Earnings ~~Stage~~Per ~~Entities~~Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At ~~July~~January 31, 2015 and 2014, the Company ~~has~~did not ~~commenced~~have any ~~operations~~dilutive ~~nor~~securities ~~generated~~and ~~revenue~~other tocontracts ~~date.~~that ~~All~~could, potentially, ~~activity~~be ~~through~~exercised ~~July~~or ~~31,~~converted ~~2014~~into ~~relates~~common tostock ~~the Company’s~~and ~~formation~~then ~~and~~share ~~search~~in ~~for~~the aearnings ~~suitable~~of ~~business~~the ~~combination~~Company. ~~The~~As ~~Company~~a ~~will~~result, ~~not~~diluted ~~generate~~loss per ~~any~~common ~~operating~~share ~~revenues until~~is ~~after~~the ~~completion~~same ofas abasic ~~business~~loss ~~combination,~~per atcommon share for the ~~earliest~~period.

The ~~Company~~preparation ~~complies~~of ~~with~~the ~~accounting~~financial ~~and~~statements ~~disclosure~~in ~~requirements~~conformity ofwith ~~FASB~~U.S. ~~ASC~~GAAP ~~260,~~requires ~~“Earnings~~management ~~Per~~to ~~Share.”~~make ~~Net~~estimates ~~loss~~and ~~per~~assumptions ~~common~~that ~~share~~affect isthe ~~computed~~reported byamounts ~~dividing~~of ~~net~~assets ~~loss~~and ~~applicable~~liabilities toand ~~common~~disclosure ~~stockholders~~of bycontingent ~~the~~assets ~~weighted~~and ~~average~~liabilities ~~number~~at ofthe ~~common~~date ~~shares~~of ~~outstanding for~~ the ~~period.~~financial statements ~~At July 31, 2014~~ and ~~2013,~~ the ~~Company~~reported ~~did~~amounts ~~not~~of ~~have~~revenues ~~any dilutive securities~~ and ~~other~~expenses ~~contracts~~during ~~that~~the ~~could,~~reporting ~~potentially, be~~periods. ~~exercised~~Management ormakes ~~converted~~these ~~into~~estimates ~~common~~using the ~~stock~~best ~~and~~information ~~then~~available ~~share~~at in the ~~earnings~~time of the ~~Company.~~estimates Asare amade; ~~result,~~however ~~diluted~~actual ~~loss~~results ~~per~~could ~~common share~~differ ismaterially ~~the~~from ~~same~~those ~~as basic loss per common share for the period~~estimates.

(d) ~~Use~~Recently ofissued ~~estimates~~or adopted standards

~~The~~In ~~preparation~~July of2013, the ~~unaudited~~FASB ~~condensed~~issued ~~financial~~ASU ~~statements~~No. in2013-11, ~~conformity~~Income ~~with~~Taxes ~~U.S.~~(Top ~~GAAP~~740): ~~requires~~Presentation ~~management~~of ~~to make~~an ~~estimates~~Unrecognized ~~and~~Tax ~~assumptions~~Benefit ~~that~~When ~~affect~~a ~~the~~Net ~~reported~~Operating Loss ~~amounts~~Carryforward, ofa ~~assets~~Similar ~~and~~Tax ~~liabilities~~Loss, ~~and~~or ~~disclosure~~a Tax Credit Carryforward Exists. The objective of ~~contingent~~ASU ~~assets and~~No. ~~liabilities~~2013-11 atis to provide guidance on the ~~date~~financial statement presentation of ~~the~~an ~~unaudited~~unrecognized ~~condensed~~tax ~~financial~~benefit ~~statements~~when ~~and~~a ~~the~~net ~~reported~~loss ~~amounts~~carryforward, ofsimilar ~~revenues~~tax ~~and~~loss, ~~expenses~~or tax ~~during~~credit ~~the~~carryforward ~~reporting periods~~exists. ~~Management~~The ~~makes~~amendments ~~these~~in ~~estimates~~this ~~using~~standard ~~the~~is ~~best~~effective ~~information~~for ~~available~~all atentities ~~the~~that ~~time~~have ~~the~~unrecognized ~~estimates~~tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are ~~made;~~evaluating ~~however~~the ~~actual~~effect, ~~results~~if ~~could~~any, ~~differ~~adoption ~~materially~~of ~~from~~ASU ~~those~~No. ~~estimates~~2013-11 will have on our financial statements.

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (eTopic 915). ~~Recently~~The ~~Accounting~~amendments ~~Standards~~in ~~Not~~this ~~Adopted~~update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company adopted this accounting standard for these financial statements.

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.

(f) Reclassifications

Certain reclassifications have been made to amounts previously reported for 2013 with the 2014 presentation. Such reclassifications have no effect on previously reported net loss.

LVFAR GREEN TECHNOLOGY CORP.

(ANOTES ~~Development~~TO ~~Stage~~UNAUDITED ~~Company)~~FINANCIAL STATEMENTS

~~NOTES~~In TOAugust ~~CONDENSED~~2014, ~~FINANCIAL~~the ~~STATEMENTS~~ FASB issued ASU No. 2014-15,”Presentation of Financial Statements – Going Concern (~~UNAUDITED~~Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15 effective with these financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 5.

(f)

Reclassifications

Certain reclassifications have been made to amounts previously reported for 2013 with the 2014 presentation. Such reclassifications have no effect on previously reported net loss.

3.	ACCRUED LIABILITIES

As of ~~July~~January 31, 2015 and October 31, 2014, the Company had accrued liabilities of $15,482 and $15,482, respectively. ~~consisting~~The accrued liabilities mainly consist of accrued legal, accounting, and audit fees.

4.	INCOME TAXES

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of ~~July~~January 31, ~~2014~~2015. FASB ASC 740 prescribes a recognition threshold ~~and~~ 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 Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at ~~July~~January 31, ~~2014~~2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The adoption of the provisions of FASB ASC 740 did not have a material impact on the Company’s financial position and results of operation and cash flows as of and for the period ended ~~July~~January 31, ~~2014~~2015.

The Company files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities during the three year period prior to the period covered by these financial statements

5.	GOING CONCERN AND CAPITAL RESOURCES

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

●

filing of Exchange Act reports,

●

payment of annual corporate fees, and

●

investigating, analyzing and consummating an acquisition.

As of ~~July~~January 31, ~~2014~~2015, the Company had an accumulated deficit of $~~175~~221,~~343~~887. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. WeThe ~~have~~words ~~based~~"believe," ~~these~~"expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. onSuch statements include, among others, those concerning our ~~current~~expected financial performance ~~expectations~~and strategic and ~~projections~~operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These ~~forward-looking~~ statements are ~~subject~~based toon ~~known~~the ~~and~~beliefs ~~unknown~~of ~~risks,~~our ~~uncertainties and~~management as well as assumptions ~~about~~made usby ~~that~~and ~~may~~information ~~cause~~currently available to us and reflect our ~~actual~~current ~~results,~~view ~~levels~~concerning offuture ~~activity~~events. As such, ~~performance~~they orare ~~achievements~~subject to berisks ~~materially~~and ~~different from~~uncertainties ~~any~~that ~~future~~could cause our results, ~~levels~~to ofdiffer ~~activity,~~materially ~~performance~~from orthose ~~achievements~~ expressed or implied by such forward-looking statements. In ~~some~~Such ~~cases,~~risks ~~you~~and ~~can~~uncertainties include, ~~identify~~among ~~forward-looking~~many ~~statements~~others: byour ~~terminology~~ability ~~such~~to asconsummate ~~“may,”~~a ~~“should,”~~successful ~~“could,” “would,”~~business ~~“expect,”~~transaction; ~~“plan,”~~uncertainty ~~“anticipate,”~~of ~~“believe,”~~capital ~~“estimate,” “continue,”~~resources; or the speculative ~~negative~~nature of ~~such~~our ~~terms~~business; orour ~~other~~ability ~~similar~~to ~~expressions.~~successfully ~~Factors~~implement ~~that~~new ~~might~~strategies; ~~cause~~the orloss ~~contribute~~of ~~to such~~key apersonnel; ~~discrepancy~~any ~~include,~~of ~~but~~the factors ~~are~~in ~~not~~the ~~limited to, those described under “~~"Risk Factors”" insection of our Form 10-K for the fiscal year ended October 31, ~~2013~~2014 filed on ~~February~~January 1329, ~~2014, as amended on March 18, 2014~~ 2015. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company's operations involve risks and uncertainties, many of which are outside of the Company's control, and any one of which, or a combination of which, could materially affect the Company's results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors”.

Overview

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. There can be no assurance that the Company will ever consummate a business combination and achieve long-term growth potential or immediate, short-term earnings from any business combination the Company enters into.

Operating Expenses

During the ~~nine~~three months ended ~~July~~January 31, ~~2014~~2015 and ~~2013 and for the period from October 14, 2010 (inception) through July 31,~~ 2014, we have incurred $6923,~~790,~~296 ~~$18,150~~ and $~~175~~23,~~343~~289 in expenses, respectively, including fees paid to the Company’s U.S. securities counsel and independent accounting firm fees associated with the SEC filings.

Going Concern

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

● filing of Exchange Act reports, ~~● payment of annual corporate fees, and ● investigating, analyzing and consummating an acquisition.~~

~~As of~~● ~~July 31, 2014, the Company has an accumulated deficit of $175,343. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and~~ payment of annual corporate fees ~~will not exceed $75~~,~~000 within~~ ~~next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify~~ and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

●

investigating, analyzing and consummating an acquisition.

As of January 31, 2015, the Company has an accumulated deficit of $221,887. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However there is no assurance of additional funding being available.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Liquidity and Capital Resources

Net cash used in operating activities was $6923,~~708~~296 and $1012,~~550~~048 in the ~~nine~~three months ended ~~July~~January 31, ~~2014~~2015 and ~~2013~~2014, respectively.

Net cash provided by financing activities was $6923,~~559~~248 and $012,000 in the ~~nine~~three months ended ~~July~~January 31, ~~2014~~2015 and ~~2013~~ 2014, respectively. The increase was due to ~~additional~~an ~~funds~~increase ~~from related~~in ~~party~~legal ofand ~~$69,559~~accounting ~~for~~fees ~~the~~paid ~~nine~~during ~~months~~the period ended January ~~July~~ 31, ~~2014 to pay for the Company’s operating expenses~~2015.

We suffered recurring losses from operations and have an accumulated deficit of $~~175~~221,~~343~~887 as of ~~July~~January 31, ~~2014~~2015. Currently, we are a a non-operating public company. We seek suitable candidates for a business combination with a private company. In the event we ~~use~~ use all of our cash resources, the shareholders have indicated their willingness to loan us funds at the prevailing market rate, ~~assuming~~ assuming we find a suitable candidate for a business combination, until such business combination is consummated. Even though this is the shareholders current intention, they have made no firm commitment and it is at their sole discretion whether or not to fund us. In the event the shareholders do not fund us, we will not have the funds necessary to operate and will have to dissolve.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of ~~July~~January 31, ~~2014~~2015, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial ~~reporting~~ reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s ~~unaudited~~ ~~condensed~~ financial statements for external reporting in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedure that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with the authorization of the Company’s board of directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of ~~July~~January 31, ~~2014~~2015 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes that, as of ~~July~~January 31, ~~2014~~2015, the Company’s internal control over financial reporting was not effective based on those criteria.

Material weakness

Management identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient qualified accounting personnel to prepare financial statements in accordance with U.S. GAAP (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.

To remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing personnel. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weaknesses are remediated.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended ~~July~~January 31, ~~2014~~2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by 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.

Number		Description

31.1*		Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302

31.2*		Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302

32.1**		Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LVFAR GREEN TECHNOLOGY CORP.
Dated: September 15, 2014	By:	/s/ Peter H. Tong
Dated: March 17, 2015	By:	/s/ Peter H. Tong
		Name: Peter H. Tong
		Title: Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Number		Description

31.1*		Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302

31.2*		Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302

32.1**		Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** Furnished herewith.

Filing Compare · LVFAR Green Technology Corp.