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 ~~July~~October 31, 2024

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

For the transition period from _________ to _________

LVPAI GROUP LIMITED

Commission File Number. 033-20966

(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 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 number of shares outstanding of each of the issuer’s classes of common stock, as of ~~September~~November 726, 2024.

Class		Outstanding at ~~September~~November 726, 2024
Common Stock, $0.001 par value		100,103,103

TABLE OF CONTENTS

		~~Page~~	Page
PART I	FINANCIAL INFORMATION	3	3
ITEM 1.	FINANCIAL STATEMENTS:	3	3
	Condensed Balance Sheets as of July 31, 2024 (unaudited) and January 31, 2024	3
	Condensed Balance Sheets as of October 31, 2024 (unaudited) and January 31, 2024		3
	Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended July 31, 2024 and 2023 (unaudited)	4
	Condensed Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended October 31, 2024 and 2023 (unaudited)		4
	Condensed Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended July 31, 2024 and 2023 (unaudited)	5
	Condensed Statement of Changes in Stockholders’ Deficit for the Three and Nine Months Ended October 31, 2024 and 2023 (unaudited)		5
	Condensed Statements of Cash Flows for the Six Months Ended July 31, 2024 and 2023 (unaudited)	6
	Condensed Statements of Cash Flows for the Nine Months Ended October 31, 2024 and 2023 (unaudited)		6
	Notes to the Condensed Financial Statements	7	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12	12
ITEM 3.	QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	14	14
ITEM 4.	CONTROLS AND PROCEDURES	14	14
PART II	OTHER INFORMATION	15	15
ITEM 1	LEGAL PROCEEDINGS	15	15
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15	15
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	15	15
ITEM 4	MINE SAFETY DISCLOSURES	15	15
ITEM 5	OTHER INFORMATION	15	15
ITEM 6	EXHIBITS	16	16
	SIGNATURES	17	17

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

LVPAI GROUP LIMITED

CONDENSED BALANCE SHEETS

AS OF ~~JULY~~OCTOBER 31, 2024 AND JANUARY 31, 2024

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

	As of
	July 31, 2024			January 31, 2024
	October 31, 2024			January 31, 2024
	(Unaudited)			(Audited)
ASSETS
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued liabilities and other payable		~~255~~1,240			440
Amount due to the related parties		~~123~~130,~~165~~940			104,660
TOTAL LIABILITIES	$	~~123~~132,~~420~~180		$	105,100
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, July 31, 2024 and January 31, 2024, respectively		8,000			8,000
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 8,000,000 shares issued and outstanding, October 31, 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 July 31, 2024 and January 31, 2024, 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 October 31, 2024 and January 31, 2024, respectively		100,103			100,103
Additional paid-in capital		19,518,948			19,518,948
Accumulated deficit		(19,~~750~~759,~~471~~231	)		(19,732,151	)
TOTAL STOCKHOLDERS’ DEFICIT		(~~123~~132,~~420~~180	)		(105,100	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

See accompanying notes to the unaudited condensed financial statements.

Table of Contents

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JULY~~OCTOBER 31, 2024 AND 2023

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

(Unaudited)

	Three months endedJuly 31,						Six months endedJuly 31,
	Three months endedOctober 31,						Nine months endedOctober 31,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES	$	-		$	-		$	-		$	-
COST OF REVENUES		-			-			-			-
GROSS PROFIT		-			-			-			-
OPERATING EXPENSES		(98,~~030~~760	)		(11,~~635~~150	)		(1827,~~320~~080	)		(2233,~~415~~565	)
LOSS FROM OPERATIONS		(98,~~030~~760	)		(11,~~635~~150	)		(1827,~~320~~080	)		(2233,~~415~~565	)
Other expense		-			-			-			-
Net loss from operations		(98,~~030~~760	)		(11,~~635~~150	)		(1827,~~320~~080	)		(2233,~~415~~565	)
Income tax expense
Net loss	$	(98,~~030~~760	)	$	(11,~~635~~150	)	$	(1827,~~320~~080	)	$	(2233,~~415~~565	)
Other comprehensive income:
- Foreign currency translation adjustment		-			-			-			-
COMPREHENSIVE LOSS	$	(98,~~030~~760	)	$	(11,~~635~~150	)	$	(1827,~~320~~080	)	$	(2233,~~415~~565	)
Net loss per share- Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of shares outstanding		24100,~~682~~103,~~957~~103			13100,~~253~~103,~~788~~103			49100,~~914~~103,~~424~~103			13100,~~253~~103,~~788~~103

See accompanying notes to the unaudited condensed financial statements.

Table of Contents

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JULY~~OCTOBER 31, 2024 AND 2023

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

For the three and ~~six~~nine months ended ~~July~~October 31, 2024

	PREFERRED STOCK				COMMON STOCK				ADDITIONAL
	Number of shares		Amount		Number ofshares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
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		-		-		-		-		-		(9,290	)		(9,290	)
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		-		-		-		-		-		(9,030	)		(9,030	)
Balance as of July 31, 2024 (Unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,750,471	)	$	(123,420	)
Net loss		-		-		-		-		-		(8,760	)		(8,760	)
Balance as of October 31, 2024 (Unaudited)		8,000,000	$	8,000		100,103,103	$	100,103	$	19,518,948	$	(19,759,231	)	$	(132,180	)

For the three and ~~six~~nine months ended ~~July~~October 31, 2023

	PREFERRED STOCK				COMMON STOCK				ADDITIONAL
	Number ofshares		Amount		Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL 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	)
Net loss		-		-		-		-		-		(10,780	)		(10,780	)
Balance as of April 30, 2023 (Unaudited)		8,000,000	$	8,000		100,101,103	$	100,103	$	19,518,948	$	(19,702,858	)	$	(75,807	)
Net loss		-		-		-		-		-		(11,635	)		(11,635	)
Balance as of July 31, 2023 (Unaudited)		8,000,000	$	8,000		100,101,103	$	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		100,101,103	$	100,103	$	19,518,948	$	(19,725,643	)	$	(98,592	)

See accompanying notes to the unaudited condensed financial statements.

Table of Contents

LVPAI GROUP LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JULY~~OCTOBER 31, 2024 AND 2023

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

(Unaudited)

	Six Months EndedJuly 31,
	Nine Months EndedOctober 31,
	2024			2023
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1827,~~320~~080	)	$	(2233,~~415~~565	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities:		-			-
Accrued liabilities and other payables		-800			-(320	)
Net cash used in operating activities		(1826,~~320~~280	)		(2233,~~415~~885	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties loans		1826,~~320~~280			2233,~~415~~885
Net cash used in financing activities		1826,~~320~~280			2233,~~415~~885
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 financial statements.

Table of Contents

LVPAI GROUP LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JULY~~OCTOBER 31, 2024

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

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

The results for the ~~six~~nine months ended ~~July~~October 31, 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 financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended January 31, 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 ~~July~~October 31, 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 July 5, 2024, the Board of Directors appointed Ms. Xu Ni to serve as a director of the Company until the next annual meeting of the shareholders.

On December 1, 2023, the existing officer resigned immediately. Accordingly, Zhang Wenmin serving as Chief Financial Officer, ceased to be the Company’s Chief Financial Officer and consented to act as the Director of the Company. At the same date, Wei Zurui consented to act as the new Chief Financial Officer and Director of the Company.

On December 1, 2023, as a result of two private transactions, (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 Yang Fuzhu to Chen Yuanhang (the “Purchasers”) and (ii) 20,000,000 Shares of Common Stock were transferred from Yang Fuzhu to Chen Yuanhang (the “Purchasers”). As a result, the Purchaser became holders of an aggregate of approximately 65.36% of the voting rights of the issued and outstanding share capital of the Company and Yang Fuzhu retained 19.22% of the voting rights of the Company and is no longer the controlling shareholder. The consideration paid for the Shares was $89,000. The source of the cash consideration for the Shares was personal funds of the Purchasers.

~~The~~On July 5, 2024, the Board of Directors appointed Ms. Xu Ni to serve as a director of the Company’s ~~accounting~~until ~~year-end~~the next annual meeting of the shareholders. There are no arrangements or understandings between Ms. Xu Ni and any other persons. Ms. Xu Ni has not been named to any committees of the Board of Directors. There are no transactions between Ms. Xu Ni and any related party of the Company. There are no material plans, contracts or arrangements to which Ms. Xu Ni is ~~January~~a 31party.

7On ~~Table~~October 23, 2024, Ms. Xu Ni informed the Board of ~~Contents~~Directors of her immediate resignation as a director of the Company. There are no disagreements that lead to her resignation from the Board of Directors.

~~NOTE~~The 2Company’s accounting year-end ~~GOING~~is ~~CONCERN~~January 31.

~~The~~7 ~~accompanying~~Table ~~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 July 31, 2024 the Company had negative retained earnings of 19,750,471.Contents

~~Because~~NOTE ~~the~~2 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. Chen Yuanhang who extended interest-~~free~~ ~~demand~~GOING 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.CONCERN

~~NOTE~~The 3accompanying 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 ~~SUMMARY~~period OFfollowing ~~SIGNIFICANT~~the ~~ACCOUNTING~~date ~~POLICIES~~of these financial statements. The Company has incurred operating losses since inception. As of October 31, 2024 the Company had negative retained earnings of 19,759,231.

~~The~~Because ~~accompanying~~the ~~unaudited~~Company ~~condensed~~does ~~financial~~not ~~statements~~expect ~~reflect~~that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the ~~application~~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 ~~certain~~financing. ~~significant~~Prior ~~accounting~~to ~~policies~~August as12, ~~described~~2022 when a change of control in ~~this~~the ~~note~~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 ~~elsewhere~~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 ~~accompanying~~past, ~~financial~~paid ~~statements~~for consulting services with its common stock to maximize working capital, and ~~notes~~intends to continue this practice where feasible.

●NOTE ~~Basis~~3 of- ~~presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements ~~have~~reflect ~~been prepared in accordance with~~ the ~~Financial~~application ~~Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source~~ of ~~authoritative~~certain significant accounting ~~principles~~policies ~~recognized~~as bydescribed ~~the~~in ~~FASB~~this tonote beand ~~applied~~elsewhere ~~by nongovernmental entities~~ in the ~~preparation~~accompanying of financial statements inand ~~conformity with generally accepted accounting principles (“GAAP”) in the United States~~notes.

● ~~Use~~Basis of ~~estimates~~presentation

The ~~preparation~~accompanying of financial statements have been prepared in ~~conformity~~accordance with USthe ~~GAAP~~Financial ~~requires~~Accounting ~~management~~Standards toBoard ~~make~~(“FASB”) ~~estimates~~“FASB ~~and~~Accounting ~~assumptions~~Standard ~~that~~Codification™” ~~affect~~ (the ~~reported~~“Codification”) ~~amounts~~which ofis ~~liabilities,~~ the ~~liability~~source ~~for the excess share issuance, and disclosure~~ of ~~contingent~~authoritative ~~assets~~accounting ~~and~~principles ~~liabilities~~recognized atby the ~~date~~FASB ~~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~~applied ~~given~~by ~~the~~nongovernmental ~~quality~~entities ofin ~~information available as of~~ the ~~date~~preparation of ~~these~~ financial statements. ~~The~~in ~~results~~conformity ofwith ~~these~~generally ~~assumptions~~accepted ~~provide~~accounting ~~the~~principles ~~basis~~(“GAAP”) ~~for~~in ~~making estimates about~~ the ~~carrying~~United ~~amounts of assets and liabilities that are not readily apparent from other sources~~States. ~~Actual results could differ from these estimates.~~

8● ~~Table~~Use of ~~Contents~~estimates

~~LVPAI~~The ~~GROUP~~preparation ~~LIMITED~~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.

~~NOTES~~8 TOTable ~~CONDENSED~~of ~~FINANCIAL STATEMENTS~~Contents

~~FOR~~LVPAI ~~THE~~GROUP ~~THREE AND SIX MONTHS ENDED JULY 31, 2024~~LIMITED

~~(Expressed~~NOTES inTO ~~United~~CONDENSED ~~States~~FINANCIAL ~~Dollars (“US$”))~~STATEMENTS

~~(Unaudited)~~FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2024

●(Expressed ~~Cash~~in ~~and~~United ~~cash~~States ~~equivalents~~Dollars (“US$”))

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On July 31, 2024, and January 31, 2024, the Company’s cash equivalents totaled $0 and $0, respectively.(Unaudited)

● ~~Revenue~~Cash ~~recognition~~and cash equivalents

OnThe ~~July 1, 2018, the~~ Company ~~adopted~~considers ~~Accounting~~all ~~Standards~~highly ~~Codification~~liquid ~~(“ASC”)~~temporary ~~Topic~~cash ~~606,~~investments ~~Revenue~~with ~~from~~an ~~Contracts~~original ~~with~~maturity ~~Customers~~of ~~(“ASC~~three ~~606”).~~months ~~Results~~or ~~for~~less ~~reporting~~to ~~periods~~be ~~beginning~~cash ~~after~~equivalents. ~~January~~On 1October 31, ~~2018~~2024, ~~are presented under ASC 606. As of~~ and ~~for~~January ~~the six months ended July~~ 31, 2024, the ~~financial~~Company’s ~~statements~~cash ~~were~~equivalents ~~not~~totaled ~~impacted~~$0 ~~due~~and to$0, ~~the application of Topic 606 because the Company had no revenues~~respectively.

● ~~Income~~Revenue ~~taxes~~recognition

~~The~~On ~~Company~~July ~~accounts~~1, ~~for~~2018, ~~income~~the ~~taxes~~Company ~~under~~adopted ~~FASB ASC 740, “~~Accounting ~~for~~Standards ~~Income~~Codification ~~Taxes~~(“ASC”.) ~~Under~~Topic ~~FASB ASC 740~~606, ~~deferred~~Revenue ~~tax~~from ~~assets~~Contracts ~~and~~with ~~liabilities~~Customers ~~are~~(“ASC ~~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~~606”). ~~Deferred~~Results ~~tax~~for ~~assets~~reporting ~~and~~periods ~~liabilities~~beginning ~~are~~after ~~measured~~January ~~using~~1, ~~enacted~~2018, ~~tax rates expected to apply to taxable income in the years in which those temporary differences~~ are ~~expected~~presented tounder beASC ~~recovered or settled~~606. ~~Under~~As ~~FASB~~of ~~ASC 740, the effect on deferred tax assets~~ and ~~liabilities~~for ~~of a change in tax rates is recognized in income in~~ the ~~period~~nine ~~that~~months ~~includes~~ended ~~the~~October ~~enactment date. FASB ASC 740-10-05~~31, ~~“Accounting~~2024 ~~for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for~~ the financial ~~statement~~statements ~~recognition~~were ~~and~~not ~~measurement~~impacted ofdue ~~tax positions taken or expected~~ to bethe ~~taken~~application inof aTopic ~~tax~~606 ~~return.~~because ~~For~~the ~~those~~Company ~~benefits~~had tono ~~be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities~~revenues.

~~The~~● ~~amount~~Income 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.taxes

●The ~~Stock~~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-~~based~~10-05, ~~Compensation~~“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 ~~Company~~amount ~~accounts~~recognized ~~for~~is ~~stock-based~~measured ~~compensation~~as ~~using~~ the ~~fair~~largest ~~value~~amount ~~method following the guidance outlined in Section 718-10~~ of ~~the~~benefit ~~FASB~~that ~~Accounting~~is ~~Standards~~greater ~~Codification~~than ~~for~~50 ~~disclosure~~percent ~~about~~likely ~~Stock-Based Compensation. This section requires a public entity to measure the cost~~ of ~~employee~~being ~~services~~realized ~~received~~upon inultimate ~~exchange~~settlement. ~~for~~The anCompany ~~award~~assesses ~~of equity instruments based on~~ the ~~grant-date~~validity ~~fair value~~ of ~~the~~its ~~award~~conclusions ~~(with~~regarding ~~limited~~uncertain ~~exceptions).~~tax ~~That~~positions ~~cost~~quarterly ~~will~~to bedetermine ~~recognized~~if ~~over~~facts ~~the~~or ~~period~~circumstances ~~during~~have ~~which~~arisen anthat ~~employee~~might iscause ~~required~~it to ~~provide~~change ~~service~~its injudgment ~~exchange~~regarding ~~for~~ the ~~award-~~likelihood ~~the~~of ~~requisite~~a ~~service~~tax ~~period~~position’s ~~(usually~~sustainability ~~the~~under ~~vesting period)~~audit. ~~No compensation cost is recognized for equity instruments for which employees do not render the requisite service.~~

9● ~~Table~~Stock-based ~~of Contents~~Compensation

~~LVPAI~~The ~~GROUP~~Company ~~LIMITED~~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.

~~NOTES~~9 TOTable ~~CONDENSED~~of ~~FINANCIAL STATEMENTS~~Contents

~~FOR~~LVPAI ~~THE~~GROUP ~~THREE AND SIX MONTHS ENDED JULY 31, 2024~~LIMITED

~~(Expressed~~NOTES inTO ~~United~~CONDENSED ~~States~~FINANCIAL ~~Dollars (“US$”))~~STATEMENTS

~~(Unaudited)~~FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2024

●(Expressed ~~Net~~in ~~loss~~United ~~per~~States ~~share~~Dollars (“US$”))

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”~~Unaudited) 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~~Net ~~parties~~loss per share

~~Parties,~~Net ~~which~~loss ~~can~~per becommon ashare ~~corporation~~is orcomputed ~~individual,~~by ~~are~~dividing ~~considered~~net toloss beby ~~related~~the ifweighted ~~the~~average ~~Company~~common ~~has~~shares outstanding during the ~~ability~~period as defined by Financial Accounting Standards, ~~directly~~ASC orTopic ~~indirectly~~260, to“Earnings ~~control~~per ~~the~~Share.” ~~other~~Basic ~~party~~earnings orper ~~exercise~~common ~~significant~~share ~~influence~~(“EPS”) ~~over~~calculations are determined by dividing net income by the ~~other~~weighted ~~party~~average innumber ~~making~~of ~~financial~~shares ~~and~~of ~~operating~~common ~~decisions~~stock outstanding during the year. ~~Companies~~Diluted earnings per common share calculations are ~~also~~determined ~~considered~~by todividing benet ~~related~~income ifby ~~they~~the ~~are~~weighted ~~subject~~average tonumber of common ~~control~~shares orand dilutive common ~~significant~~share ~~influence~~equivalents outstanding.

● ~~Recent~~Related ~~accounting pronouncements~~parties

~~In February 2016~~Parties, ~~the~~which ~~FASB~~can ~~issued~~be ~~ASU~~a ~~No.~~corporation ~~2016-02,~~or ~~Leases (Topic 842)~~individual, ~~which~~are ~~establishes~~considered ~~a new lease accounting model for lessees. The updated guidance requires an entity~~ to ~~recognize~~be ~~assets~~related ~~and~~if ~~liabilities~~the ~~arising~~Company ~~from~~has 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~~ability, ~~Codification~~directly ~~Improvements,~~or ~~which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10~~indirectly, ~~Codification Improvements~~ to ~~Topic~~control ~~842, Leases in July 2018. Also in 2018,~~ the ~~FASB~~other ~~issued~~party ~~ASU~~or ~~2018-11,~~exercise ~~Leases~~significant ~~(Topic~~influence ~~842)~~over ~~Targeted Improvements, which provides an optional transition method whereby~~ the ~~new~~other ~~lease~~party ~~standard~~in ismaking ~~applied~~financial atand ~~the~~operating ~~adoption~~decisions. ~~date~~Companies ~~and~~are ~~recognized~~also asconsidered ~~an adjustment~~ to ~~retained~~be ~~earnings.~~related ~~The~~if ~~amendments~~they ~~have~~are ~~the~~subject ~~same~~to ~~effective~~common ~~date~~control ~~and~~or ~~transition~~common ~~requirements~~significant ~~as the new lease standard~~influence.

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

●In ~~Stockholders’~~February ~~Equity~~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 ~~Accrued~~liabilities ~~Liability~~arising ~~Excess~~from ~~Stock~~financing ~~Issuance~~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.

~~The~~We ~~Company~~adopted ~~has~~ASC ~~authorized~~842 ~~300,000,000~~on ~~shares of Common Stock with a par value of $0.001. As of~~ July 311, ~~2024,~~2020. ~~and~~The ~~January~~adoption ~~31,~~of ~~2024,~~this ~~respectively,~~guidance ~~there~~did ~~were~~not ~~100,103,103~~have ~~shares~~any ofimpact ~~Common~~on ~~Stock~~our ~~issued~~financial ~~and outstanding, respectively~~statements.

As● ofStockholders’ ~~July~~Equity ~~31, 2024,~~ and ~~January~~Accrued ~~31,~~Liability ~~2024,~~Excess ~~8,000,000~~Stock ~~shares of preferred stock were outstanding respectively, and preferred Series A stock, $0.001 par value, 20,000,000 shares authorized.~~Issuance

10The ~~Table~~Company has authorized 300,000,000 shares of ~~Contents~~Common Stock with a par value of $0.001. As of October 31, 2024, and January 31, 2024, respectively, there were 100,103,103 shares of Common Stock issued and outstanding, respectively.

~~LVPAI~~As ~~GROUP~~of ~~LIMITED~~October 31, 2024, and January 31, 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.

~~NOTES~~10 TOTable ~~CONDENSED~~of ~~FINANCIAL STATEMENTS~~Contents

~~FOR~~LVPAI ~~THE~~GROUP ~~THREE AND SIX MONTHS ENDED JULY 31, 2024~~LIMITED

~~(Expressed~~NOTES inTO ~~United~~CONDENSED ~~States~~FINANCIAL ~~Dollars (“US$”))~~STATEMENTS

~~(Unaudited)~~FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2024

~~NOTE~~(Expressed 4in -United ~~ACCRUED~~States ~~LIABILITIES~~Dollars (“US$”))

	As of
	July 31, 2024		January 31, 2024
	(Unaudited)		(Audited)
ACCRUED LIABILITIES	$	255	$	420
TOTAL ACCRUED LIABILITIES	$	255	$	420

(Unaudited)

~~The~~NOTE ~~accrued~~4 ~~liabilities~~- ~~included~~ACCRUED ~~the share agency fee.~~LIABILITIES

NOTE 5 - AMOUNT DUE TO THE RELATED PARTIES

	As of
	October 31, 2024		January 31, 2024
	(Unaudited)		(Audited)
ACCRUED LIABILITIES	$	1,240	$	440

TOTAL ACCRUED LIABILITIES	$	1,240	$	440

	As of
	July 31, 2024		January 31, 2024
	(Unaudited)		(Audited)
Mr. Yang Fuzhu (Shareholder & former director)	$	24,499	$	24,499
Mr. Chen Yanghang (Shareholder & director)		98,666		62,523
TOTAL AMOUNT DUE TO THE RELATED PARTIES	$	123,165	$	87,022

The accrued liabilities included the share agency fee.

~~The~~NOTE ~~amount~~5 ~~due are unsecured, interest~~-~~free~~ ~~with~~AMOUNT noDUE ~~fixed~~TO ~~payment~~THE ~~term,~~RELATED ~~for working capital purpose.~~PARTIES

NOTE 6 – SUBSEQUENT EVENTS

	As of
	October 31, 2024		January 31, 2024
	(Unaudited)		(Audited)
Mr. Yang Fuzhu (Shareholder & former director)	$	24,499	$	24,499
Mr. Chen Yanghang (Shareholder & director)		106,441		80,161

TOTAL AMOUNT DUE TO THE RELATED PARTIES	$	130,940	$	104,660

~~Company~~The ~~evaluates~~amount ~~subsequent~~due ~~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~~unsecured, orinterest-free ~~those that provide additional evidence~~ with ~~respect~~no tofixed ~~conditions~~payment ~~that existed at the date of the balance sheet~~term, ~~including~~for ~~the~~working ~~estimates~~capital 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 datepurpose.

OnNOTE ~~July~~6 - 5,SUBSEQUENT 2024, the Board of Directors resolved to change the name of the Company to “Greenergy Navigare Group Inc.” The business of the Company will change to sustainable clean and renewable energy. The Company Secretary is authorized to perform all tasks as are necessary to give effect to this change of the Company name and its new business.EVENTS

~~The~~ Company ~~had~~evaluates ~~been~~subsequent ~~being~~events ~~funded~~that byhave Mroccurred after the balance sheet date but before the financial statements are issued. ~~Chen~~There ~~Yuanhang~~are ~~who~~two ~~extended~~types ~~interest-free~~of ~~demand~~subsequent ~~loans~~events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the ~~Company~~date ~~for~~of ~~ensure~~the ~~that~~balance sheet, including the ~~dollar~~estimates ~~amount~~inherent in the process of ~~any~~preparing ~~vendor~~financial ~~payments~~statements, ~~will~~and ~~made.~~(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.

~~Besides~~The ~~this,~~Directors ~~there~~believe ~~was~~it nois ~~event~~in ~~that~~the ~~management~~best ~~deemed~~interests ~~necessary~~of the Company to withdraw the application for ~~disclosure~~the asname achange ~~material~~and ~~subsequent~~change ~~event~~of stock symbol; and the Directors intend to take all actions necessary to unwind the name change and change of stock symbol.

11The ~~Table~~Company had been being funded by Mr. Chen Yuanhang who extended interest-free demand loans to the Company for ensure that the dollar amount of ~~Contents~~any vendor payments will made.

~~Item~~Besides 2.this, ~~Management’s~~there ~~Discussion~~was ~~and~~no ~~Analysis~~event ofthat ~~Financial~~management ~~Condition~~deemed ~~and~~necessary ~~Results~~for ofdisclosure ~~Operations~~as a material subsequent event.

~~The~~11 ~~information~~Table 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, 2024 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 financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.Contents

~~The~~Item ~~following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~2. ~~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 Financial Statements and notes thereto that appear elsewhere in this report.

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, 2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

~~For~~The following discussion contains certain statements that may be deemed “forward-looking statements” within the ~~three~~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 ~~six~~Analysis ~~months~~of ~~ended~~Financial ~~July~~Condition 31and Results of Operations.” These statements are not guarantees of future performance and involve risks, ~~2024~~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 Financial Statements and notes thereto that appear elsewhere in this report.

~~For~~Results ~~the three months periods ended July 31, 2024 and 2023, we realized revenue in amount~~ of ~~$0 and $0, respectively. For the six months periods ended July 31, 2024 and 2023, we realized revenue in amount of $0 and $0, respectively.~~Operation

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

~~The~~For ~~overall gross loss for~~ the ~~Company was $0 and $ for the~~ three months periods ended ~~July~~October 31, 2024 and 2023, ~~respectively.~~we ~~The~~realized ~~overall~~revenue ~~gross~~in ~~profit~~amount ~~(or~~of ~~loss) for the Company was~~ $0 and $0, ~~for~~respectively. For the ~~six~~nine months periods ended ~~July~~October 31, 2024 and 2023, we realized revenue in amount of $0 and $0, respectively.

~~Our~~Result ~~net~~of ~~loss~~operation ~~was $9,030 and $11,653~~ for the three months ended ~~July~~October 31, 2024 and 2023, ~~respectively.~~we ~~Our~~realized ~~net~~cost ~~loss~~of ~~was~~revenue in amount of $~~18,320~~0 and $220,~~415~~ respectively. Result of operation for the ~~six~~nine months periods ended ~~July~~October 31, 2024 and 2023, we realized cost of revenue in amount of $0 and $0, respectively.

~~Liquidity~~The overall gross loss for the Company was $0 and ~~Capital~~$0 ~~Resources~~for the three months ended October 31, 2024 and 2023, respectively. The overall gross profit (or loss) for the Company was $0 and $0 for the nine months periods ended October 31, 2024 and 2023, respectively.

AsOur ofnet ~~July~~loss ~~31,~~was ~~2024~~$8,760 ~~we had cash~~ and ~~cash equivalents of~~ $0.11,150 Wefor ~~have~~the athree ~~negative~~months ~~operating~~ended ~~cash~~October ~~flows of $18~~31,~~505~~ ~~and~~2024 ~~our working capital has been~~ and ~~will~~2023, ~~continue~~respectively. toOur benet ~~significant.~~loss Aswas ~~a result~~$27,080 weand ~~depend~~$33,565 ~~substantially~~for ~~on our previous financing activities to provide us with~~ the ~~liquidity~~nine ~~and~~months ~~capital~~periods ~~resources~~ended weOctober ~~need~~31, to2024 ~~meet our working capital requirements~~ and to2023, ~~make capital investments in connection with ongoing operations~~respectively. ~~The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.~~

~~Operating~~Liquidity ~~Activities~~and Capital Resources

~~For~~As ~~the~~of ~~six~~October ~~months periods ended July~~ 31, 2024, ~~net~~we had cash ~~used~~and incash equivalents of $0. We have a negative operating ~~activities~~cash ~~was~~flows of $1826,~~505,~~280 ~~compared~~and our working capital has been and will continue to ~~net~~be ~~cash~~significant. ~~used~~As ina ~~operating~~result, we depend substantially on our previous financing activities ofto ~~$22,415~~provide ~~for~~us with the ~~six~~liquidity ~~months~~and ~~periods~~capital ~~ended~~resources ~~July~~we ~~31,~~need ~~2023~~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.

12Operating ~~Table of Contents~~Activities

~~Investing~~For ~~Activities~~the nine months periods ended October 31, 2024, net cash used in operating activities was $26,280, compared to net cash used in operating activities of $33,885 for the nine months periods ended October 31, 2023.

~~For~~12 ~~the~~Table ~~six months periods ended July 31, 2024, net cash provided by investing activities was $0, compared to net cash provided by investing activities~~ of ~~$0 for the six months periods ended July 31, 2023.~~Contents

~~Financing~~Investing Activities

For the ~~six~~nine months periods ended ~~July~~October 31, 2024, net cash ~~used~~provided inby ~~financing~~investing activities was $180,~~505.~~ ~~For~~compared ~~the~~to ~~six~~net ~~months~~cash ~~periods~~provided ~~ended~~by ~~July~~investing ~~31,~~activities ~~2023,~~of ~~net~~$0 ~~cash~~for ~~provided~~the bynine ~~finance~~months ~~activities~~periods ~~was~~ended ~~$22~~October 31,~~415~~ 2023.

~~Credit~~Financing ~~Facilities~~Activities

WeFor dothe ~~not~~nine ~~have~~months ~~any~~periods ~~credit~~ended ~~facilities~~October or31, ~~other~~2024 ~~access~~net tocash ~~bank~~used ~~credit~~in financing activities was $26,280. For the nine months periods ended October 31, 2023, net cash provided by finance activities was $33,885.

~~Contractual~~Credit ~~Obligations, Commitments and Contingencies~~Facilities

We ~~currently~~do not have aany ~~lease~~credit ~~agreement~~facilities inor ~~place~~other ~~with~~access ~~respect~~ to ~~office~~bank ~~premises in Beijing China to commence our business operations~~credit.

~~Off-balance~~Contractual ~~Sheet~~Obligations, ~~Arrangements~~Commitments and Contingencies

We ~~have~~currently ~~no significant off-balance sheet arrangements that~~ have ~~or are reasonably likely to have~~ a ~~current~~lease oragreement ~~future~~in ~~effect~~place onwith ~~our~~respect ~~financial~~to ~~condition,~~office ~~changes~~premises in ~~our~~Beijing ~~financial~~China ~~condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material~~ to commence our ~~stockholders~~business ~~as of July 31, 2024~~operations.

~~Recent~~Off-balance ~~accounting~~Sheet ~~pronouncements~~Arrangements

~~The~~We ~~Company~~have ~~has~~no ~~reviewed~~significant ~~all~~off-balance ~~recently~~sheet ~~issued,~~arrangements ~~but~~that ~~not~~have ~~yet~~or ~~effective,~~are ~~accounting~~reasonably ~~pronouncements~~likely ~~and~~to dohave ~~not~~a ~~believe~~current ~~the~~or future ~~adoption~~effect ofon ~~any~~our ~~such~~financial ~~pronouncements~~condition, ~~may~~changes bein ~~expected~~our tofinancial ~~cause~~condition, arevenues ~~material~~or ~~impact~~expenses, onresults ~~its~~of ~~financial~~operations, ~~condition~~liquidity, capital expenditures or ~~the~~capital ~~results~~resources that are material to our stockholders as of ~~its~~October ~~operations~~31, 2024.

13Recent ~~Table~~accounting ~~of Contents~~pronouncements

~~Item~~The 3Company ~~Quantitative~~has reviewed all recently issued, but not yet effective, accounting pronouncements and ~~Qualitative~~do ~~Disclosures~~not ~~About~~believe ~~Market~~the ~~Risk~~future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

As13 aTable ~~“smaller reporting company” as defined by Item 10~~ of ~~Regulation S-K, the Company is not required to provide information required by this Item.~~Contents

Item 43 ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk.

~~Evaluation~~As a “smaller reporting company” as defined by Item 10 of ~~Disclosure~~Regulation ~~Controls~~S-K, ~~and~~the ~~Procedures:~~Company is not required to provide information required by this Item.

WeItem ~~carried~~4 ~~out~~Controls ~~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))~~Procedures. 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 July 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

AEvaluation ~~material weakness is a deficiency, or a combination~~ of ~~deficiencies,~~Disclosure inControls 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 July 31, 2024, our disclosure controls and ~~procedures were not effective~~Procedures: (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~~We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Internal~~Exchange ~~Control~~Act ~~over~~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 ~~Reporting:~~Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

~~There~~A ~~were~~material noweakness ~~changes~~is ina ~~our~~deficiency, or a combination of deficiencies, in internal control over financial reporting, ~~during~~such ~~the~~that ~~quarter~~there ~~ending~~is ~~July~~a ~~31,~~reasonable ~~2024,~~possibility that ~~have~~a ~~materially~~material ~~affected,~~misstatement of the company’s annual or ~~are~~interim ~~reasonably~~financial ~~likely~~statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to ~~materially~~conclude ~~affect~~that, as of October 31, 2024, our ~~internal~~disclosure ~~control~~controls ~~over~~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.

14Changes ~~Table~~in ofInternal ~~Contents~~Control over Financial Reporting:

~~PART~~There IIwere —no ~~OTHER~~changes ~~INFORMATION~~in our internal control over financial reporting during the quarter ending October 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~14 1.Table ~~Legal~~of ~~Proceedings~~Contents

WePART ~~know~~II of— noOTHER 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.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.

Table of Contents

ITEM 6. Exhibits

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

Table of Contents

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: September 7, 2024	By:	/s/ Chen Yuanhang
Date: November 26, 2024	By:	/s/ Chen Yuanhang
	Title:	Director

Filing Compare · LVPAI GROUP Ltd