UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2018~~2019

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

For the transition period from ______to______

Commission file number: 000-55262

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

(Exact name of Company as specified in its charter)

Nevada		33-1227348
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Room 1216, Building 3
Incubator Mansion, Development Zone
Daqing City, Heilongjiang P.R. China		N/A
(Address of Principal Executive Offices)		(Zip Code)

Company's telephone number, including area code: 86-755-2218-4466

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

No ☒

Indicate by check mark if the Company 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 Company (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 Company 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 ~~Company~~registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (~~Section~~§ 232.405 of this chapter) during the preceding 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 Company'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. ☒

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ~~(Do~~☒ ~~not check if a smaller reporting company) ☐~~ Smaller reporting company ☒ Emerging growth company ☒

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

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. ☒

~~As of~~Indicate ~~July~~by ~~30,~~check ~~2018~~mark ~~there~~whether ~~were 6,910,000 shares of company's common stock, par value $0.001 per share, outstanding. 6,460,850 shares of common stock of~~ the Company ~~are~~is ~~held~~a byshell ~~affiliates.~~company As(as ofdefined ~~the~~in ~~last~~Rule ~~business day~~12b-2 of the ~~registrant’s~~Act): ~~most~~Yes ~~recently~~☒ ~~completed fiscal quarter, there was no active public trading market of our shares of common stock on the OTC Pink.~~No☐

2As of July 25, 2019 there were 6,910,000 shares of company's common stock, par value $0.001 per share, outstanding. 6,460,850 shares of common stock of the Company are held by affiliates. As of the last business day of the registrant’s most recently completed fiscal quarter, there was no active public trading market of our shares of common stock on the OTC Pink.

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	41
Item 1A.	Risk Factors.	73
Item 1B.	Unresolved Staff Comments.	78
Item 2.	Properties.	78
Item 3.	Legal Proceedings.	78
Item 4.	Mine Safety Disclosures.	78
PART II
Item 5.	Market For Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	78
Item 6.	Selected Financial Data.	78
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	79
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	810
Item 8.	Financial Statements and Supplementary Data.	811
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	912
Item 9A.	Controls and Procedures.	912
Item 9B.	Other Information.	916
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	1013
Item 11.	Executive Compensation.	1114
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1115
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	1115
Item 14.	Principal Accountant Fees and Services.	1216
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	1317

Table of Contents

PART I

Item 1.

Business.

Lvyuan Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013 as Green Supplements Online Inc. We changed to our present name on September 24, 2015. Our principal executive offices are located at Room 1216, Building 3, Incubator Mansion, Development Zone, Daqing City, Heilongjiang Province, China. Our phone number is +86-755-2218-4466.

Our initial business model was to buy nutrition and dietary products from different manufacturers and resell those products under our private label. Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary products that we intended to market was to be standard non-proprietary supplements and other products that contained our label. Currently, we have not yet initiated any product development efforts nor generated any revenue to date and we do not expect to ever actively pursue this plan.

~~The~~ As our current plan, the Company is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified.

At present, we have no employees. Our officers and directors are listed below.

Name	Age	Position
Xiuling Pan	51	President, Chairman of the Board of Directors, Chief Executive Officer and Director
Ming Huang	58	Chief Financial Officer, Treasurer and Director
Cuixiang Wang	6061	Secretary and Director
Enlong Pan	6061	Director
Peter H. Tong	6465	Director
Jianfei Sun	4445	Director
Long Pan	3031	Director

Business of Issuer

The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company's officers. As of the date of this Annual Report, the Company has not entered into any agreement with any party regarding acquisition opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In ~~its~~analyzing ~~efforts~~any ~~to analyze~~ potential acquisition targets, the Company will consider the following kinds of factors:

●	Potential for growth, indicated by new technology, anticipated market expansion or new products;

●	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

●	Strength and diversity of management, either in place or scheduled for recruitment;

●	Capital requirements and anticipated availability of required funds from the Company, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

●	The extent to which the business opportunity can be advanced;

●	The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

●	Other relevant factors.

4In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities 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. Due to the Company's lack of capital to fund the investigation, the Company may not discover or adequately evaluate adverse facts about the business to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel, and our limited financial resources.

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In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities 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. Due to the Company's lack of capital to fund the investigation, the Company may not discover or adequately evaluate adverse facts about the business to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

We expect that our due diligence will encompass, among other things, meetings with the target business's incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.

The time and costs 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. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Additionally, the Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Form of Acquisition

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

The Company does not intend to supply disclosure to stockholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business combination involves a change in majority of directors of the Company without stockholder approval, the Company will file and provide to stockholders a Schedule 14F-1, which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. Such Form 8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Company may not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by the stockholders.

The Company, ~~intends~~when toand if human and financial resources permit, will likely conduct any 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. The approximate number of persons or entities that will be contacted is unknown and will likely be dependent on whether any opportunities are presented by the sources that we contact. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

5that we contact. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

~~Table~~We presently have no employees. Our officers and directors are engaged in outside business activities on a full-time basis. Our officers and directors anticipate that they will devote very limited time to our business until a potential acquisition of ~~Contents~~a successful business opportunity has been identified. The specific amount of time that our management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company over any period of time cannot be anticipated with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officers and directors of the Company.

We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities on a full-time basis. Our officers and directors anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officers and directors of the Company.

Item 1A.

Risk Factors.

Not required.

Item 1B.

Unresolved Staff Comments.

Not applicable.

Item 2.

Properties.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of one of its stockholders at no charge.

Item 3.

Legal Proceedings.

To the knowledge of the Company, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information.

There is no established public trading market for our Common Stock.

Holders

As of July 3025, ~~2018~~ 2019, there were thirty-eight (38) record holders of an aggregate of the 6,910,000 shares of Common Stock issued and outstanding.

Dividends

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

Item 6.

Selected Financial Data.

Not applicable.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words "believe," "expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our ability to consummate a successful business transaction; uncertainty of capital resources; the speculative nature of our business; our ability to successfully implement new strategies; the loss of key personnel; any of the factors in the "Risk Factors" section of ~~this report; and any statements of assumptions underlying any of the foregoing. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.~~

6this report; and any statements of assumptions underlying any of the foregoing. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

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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.

Overview

The Company’s ~~was~~current ~~organized~~business asplan ais ~~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 such a business. At ~~rather~~present, ~~than~~the ~~immediate,~~Company ~~short-term~~has ~~earnings~~not identified or been approached by any suitable candidates for such a transaction. There can be no assurance that the Company will ever consummate a business combination and achieve ~~long-term~~a ~~growth~~beneficial ~~potential~~outcome orfor ~~immediate,~~our ~~short-term~~shareholders ~~earnings~~ from any business combination the Company enters into.

Operating Expenses

During the fiscal years ended April 30, ~~2018~~2019 and ~~2017~~2018 we have incurred $3121,~~495~~996 and $3831,~~881~~495 in expenses, respectively, including fees paid to the Company’s U.S. securities counsel and independent accounting firm and 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

● potentially investigating, analyzing and consummating an acquisition.

As of April 30, ~~2018~~2019, the Company has an accumulated deficit of $~~133~~155,~~830~~826. Our ~~Management~~negative ~~anticipates~~working ~~that~~capital, ~~fees~~continuing ~~associated~~operating ~~with~~losses, ~~filing of~~failure ~~Exchange~~to ~~Act~~generate ~~reports~~revenues ~~including accounting fees~~ and ~~legal~~lack ~~fees and payment~~ of ~~annual~~operating ~~corporate~~capital ~~fees~~create ~~will~~substantial ~~not~~doubt ~~exceed~~about ~~$75,000 within~~the ~~next~~Company’s 12ability ~~months. We do not currently intend~~ to ~~retain~~continue ~~any entity to act~~ as a ~~"finder"~~going toconcern. ~~identify~~The ~~and~~ability ~~analyze the merits~~ of ~~potential~~the ~~target~~Company ~~businesses. Management intends~~ to ~~search~~continue ~~for~~as a ~~business~~going ~~combination~~concern byis ~~contacting~~dependent ~~various~~on ~~sources including,~~its ~~but~~ability ~~not~~to ~~limited~~obtain ~~to,~~capital from our affiliates, ~~lenders,~~to ~~investment~~fund ~~banking~~our ~~firms~~operations, ~~private~~generate ~~equity~~cash ~~funds,~~from ~~consultants~~the ~~and~~sale ~~attorneys and~~of ~~does~~its ~~not~~securities ~~plan to conduct a complete~~ and ~~exhaustive~~attain ~~investigation~~future ~~and~~profitable ~~analysis of a business opportunity~~operations. Management’s ~~decisions, therefore,~~plans ~~will~~include ~~likely~~selling beits ~~made~~equity ~~without~~securities ~~detailed feasibility studies, independent analysis, market surveys~~ and ~~the~~obtaining ~~like~~debt ~~which, if~~financing ~~we had more funds, would be desirable. If the management can find a suitable target company, we will have~~ to ~~budget~~fund ~~for~~its ~~additional fees~~capital ~~relating~~requirement ~~to the investigation into the target company (including due diligence~~ and ~~possibly~~ongoing ~~visiting~~operations; ~~the facilities) and consummating the reverse merger~~however, ~~which~~there ~~may~~can ~~cost~~be ~~between~~no ~~$125,000~~assurance ~~to $150,000. We expect that~~ the ~~expenses~~Company ~~for the next 12 months and beyond such time~~ will be ~~paid~~successful ~~with amounts that may be loaned to or invested~~ in usthese ~~by our stockholders, management or other investors~~efforts. 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~~Our ~~ability~~auditors tohave ~~continue~~expressed assubstantial adoubt ~~going~~about ~~concern is dependent upon our ability to generate future profitable operations and/or to obtain~~ the ~~necessary~~Company’s ~~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.

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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 also 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 $3124,~~618~~677 and $3531,~~126~~ 618 in the fiscal years ended April 30, ~~2018~~2019 and ~~2017~~2018, respectively. The ~~increase~~decrease was mainly due to ana ~~increase~~ decrease in professional fees during the year ended April 30, ~~2018~~2019.

We suffered recurring losses from operations and have an accumulated deficit of $~~133~~155,~~830~~826 as of April 30, ~~2018~~2019. Currently, we are a non-operating public company. We seek suitable candidates for a business combination with a private company. In the event we use all of our cash resources, the shareholders have indicated their willingness to loan us funds at the prevailing market rate, 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~~may 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.

Critical Accounting Polices

See Note 2 to the financial statements for a discussion on critical accounting policies.

Related Party Transactions

See Note 6 to the financial statements regarding related party transactions.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 8.

Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC	F-1
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Changes in Stockholders' Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

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FRUCI & ASSOCIATES II, PLLC

802 N. Washington St.

Spokane WA 99201

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders~~ Shareholders of Lvyuan Green Building Material Technology Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Lvyuan Green Building Material Technology Corporation (“the Company”) as of April 30, ~~2018~~2019 and ~~2017~~2018, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the ~~two~~ years ~~then~~in the two-year period ended April 30, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, ~~2018~~2019 and ~~2017~~2018, and the results of its operations and its cash flows for ~~the~~each ~~two~~of the years ~~then~~in the two-year period ended April 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Consideration of the Company’~~/s/ ~~Ability~~Fruci to& ~~Continue~~Associates asII, ~~a Going Concern~~PLLC

/s/Fruci & Associates II, PLLC

Fruci & Associates II, PLLC

We have served as the Company’s auditor since 2016. Spokane, Washington July 26, 2019

Spokane, WA

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Balance Sheets


	April 30, 2019	April 30, 2018
ASSETS
Current Assets:
Cash	$-	$-
Total Current Assets	-	-
TOTAL ASSETS	$-	$-

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$950	$3,631
Loan from director	130,676	105,999
Total Current Liabilities	131,626	109,630

TOTAL LIABILITIES	131,626	109,630

Commitments and Contingencies	-	-

Shareholders' Deficit:
Preferred stock, $.001 par value, 30,000,000 shares authorized, no shares issued and outstanding at January 31, 2019 and April 30, 2018, respectively.	-	-
Common stock, $.001 par value, 300,000,000 shares authorized, 6,910,000 issued and outstanding at January 31, 2019; and 6,910,000 issued and outstanding at April 30, 2018.	6,910	6,910
Additional paid-in capital	17,290	17,290
Accumulated deficit	(155,826)	(133,830)
Total Stockholders’ Deficit	(131,626)	(109,630)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$-	$-

July 30, 2018

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Balance Sheets
	April 30, 2018			April 30, 2017
ASSETS
Current Assets:
Cash	$	—		$	—
Total Current Assets		—			—
TOTAL ASSETS	$	—		$	—
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	3,631		$	3,755
Loan from director		105,999			74,380
Total Current Liabilities		109,630			78,135
TOTAL LIABILITIES		109,630			78,135
Commitments and Contingencies		—			—
Shareholders' Deficit:
Preferred stock, $.001 par value, 30,000,000 shares authorized, no shares issued and outstanding at April 30, 2018 and April 30, 2017, respectively.		—			—
Common stock, $.001 par value, 300,000,000 shares authorized, 6,910,000 issued and outstanding at April 30, 2018; and 6,910,000 issued and outstanding at April 30, 2017.		6,910			6,910
Additional paid-in capital		17,290			17,290
Accumulated deficit		(133,830	)		(102,335	)
Total Stockholders’ Deficit		(109,630	)		(78,135	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	—		$	—

See accompanying notes to financial statements.

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Operations
for the years ended April 30,
	2018			2017
Revenue	$	—		$	—
Operating Expenses:
General administrative expense		31,495			38,881
Total operating expenses		31,495			38,881
Net loss from operations		(31,495	)		(38,881	)
Loss before income taxes		(31,495	)		(38,881	)
Provision for income taxes		—			—
Net Loss	$	(31,495	)	$	(38,881	)
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding basic and diluted		6,910,000			6,910,000

See accompanying notes to financial statements.

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Operations
for the years ended April 30,



	2019	2018
Revenue	$-	$-

Operating Expenses:
General administrative expense	21,996	31,495
Total operating expenses	21,996	31,495

Net loss from operations	(21,996)	(31,495)
Loss before income taxes	(21,996)	(31,495)
Provision for income taxes	-	-
Net Loss	$(21,996)	$(31,495)

Basic and diluted loss per share	$(0.00)	$(0.00)

Weighted average number of common shares outstanding basic and diluted	6,910,000	6,910,000

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Stockholders Equity
	Common Stock .001 Par
Description	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Stock holders' Deficit Totals
4/30/2016		6,910,000	$	6,910	$	17,290	$	(63,454	)	$	(39,254	)
Net Loss								(38,881	)		(38,881	)
4/30/2017		6,910,000		6,910		17,290		(102,335	)		(78,135	)
Net Loss								(31,495	)		(31,495	)
4/30/2018		6,910,000	$	6,910	$	17,290	$	(133,830	)	$	(109,630	)

See accompanying notes to financial statements.

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Stockholders Equity

	Common Stock .001 Par
Description	Shares	Amount	Additional Paid in Capital	Accumulated Deficit	Stock holders' Deficit Totals
April 30, 2017	6,910,000	$6,910	$17,290	$(102,335)	$(78,135)

Net Loss				(31,495)	(31,495)
April 30, 2018	6,910,000	6,910	17,290	(133,830)	(109,630)

Net Loss				(21,996)	(21,996)
January 31, 2019	6,910,000	$6,910	$17,290	$(155,826)	$(131,626)

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Cash Flows
for the years ended April 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(31,495	)	$	(38,881	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		(123	)		3,755
Net cash used in operating activities		(31,618	)		(35,126	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from related party		31,618			35,126
Net cash provided by financing activities		31,618			35,126
Net increase (decrease) in cash		—			—
Cash at beginning of period		—			—
Cash at end of period	$	—		$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

See accompanying notes to financial statements.

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.
Statements of Cash Flows
for the years ended April 30,


	2019	2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$(21,996)	$(31,495)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable	(2,681)	(123)

Net cash used in operating activities	(24,677)	(31,618)

CASH FLOWS FROM INVESTING ACTIVITIES:	-	-

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from related party	24,677	31,618
Net cash provided by financing activities	24,677	31,618

Net increase (decrease) in cash	-	-

Cash at beginning of period	-	-

Cash at end of period	$-	$-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$-	$-
Cash paid for taxes	$-	$-

See accompanying notes to financial statements.

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LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Lvyuan Green Building Material Technology Corp. (the “Company”) was incorporated in the State of Nevada on January 10, 2013 as Green Supplements Online Inc. We changed our name to Lvyuan Green Building Material Technology Corp. on September 24, 2015. Our principal executive offices are located at Room 1216, Building 3, Incubator Mansion, Development Zone, Daqing City, Heilongjiang Province China. Our phone number is +86-755-2218-4466.

Our business model was to buy nutrition and dietary products from different manufacturers and resell those products under our private label. Our source of revenue from operations was to be reselling nutrition and dietary supply products. The line of nutrition and dietary products that we intended to market was to be standard non-proprietary supplements and other products that contained our label. Currently, we have not yet initiated any product development efforts nor generated any revenue to date.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. 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 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 SEC.

(b)

Net loss per common share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per 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 April 30, ~~2018~~2019 and ~~2017~~April 30, 2018, the Company did not have any dilutive securities ~~and~~or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

(c)

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(d)

Recently issued or adopted standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

3.	ACCRUED LIABILITIES.

As of April 30, ~~2018~~2019, and ~~2017~~April 30, 2018, the Company had $~~109~~131,~~630~~626 and $78109,~~135~~630 in accrued liabilities, respectively. The accrued liabilities mainly consist of a shareholder advance for the payment of Professional fees.

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4. INCOME TAXES

~~The Company~~Federal ~~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 April 30, 2018. FASB ASC 740 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 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 April 30, 2018. 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 April 30, 2018. As of April 30, 2018, we had a net operating loss carry-forward of approximately $(133,830) and a deferred tax asset of approximately $28,104 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due tosince ~~the uncertainty of future events~~ we have ~~booked~~had ~~valuation~~losses ~~allowance~~since ~~of $(28,104)~~inception.

	April 30, 2018			April 30, 2017
Deferred Tax Asset	$	28,104		$	21,490
Valuation Allowance		(28,104	)		(21,490	)
Deferred Tax Asset (Net)	$	—		$	—

On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended April 30, 2019 using a Federal Tax Rate of 21%.

The Company accounts for income taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of April 30, 2019, we had a net operating loss carry-forward of approximately $(155,826) and a deferred tax asset of $32,723 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods. However, due to the uncertainty of future events we have booked valuation allowance of $(32,723). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2018 the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	April 30, 2019	April 30, 2018
Deferred Tax Asset	$32,723	$28,104
Valuation Allowance	(32,723)	(28,104)
Deferred Tax Asset (Net)	$-	$-

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.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $~~133~~155,~~830~~ 826 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

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~~Investigating, analyzing and consummating an acquisition.

As of April 30, ~~2018~~2019, the Company had an accumulated deficit of $~~133~~155,~~830~~826, which raises substantial doubt about the Company’s ability to continue as a going concern. 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 upon 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.

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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.

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.

6. LOANS FROM OFFICERS AND DIRECTORS

As of April 30, ~~2018~~2019, the Company had received loans from its officers and directors aggregating $~~105~~130,~~999~~676. The loans are non-interest bearing and contain no specific repayment terms.

7. COMMON STOCK TRANSACTIONS During the past two years there have been no stock issuances.

During the past two years there have been no stock issuances.

SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to April 30, ~~2018~~2019 through ~~July~~the ~~30,~~date ~~2018 when~~ these financial statements were issued, and has determined that it does not have any ~~other~~ material subsequent events to disclose in these financial statements.

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Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

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 April 30, ~~2018~~2019, the Company's Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) 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 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 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 April 30, ~~2018~~2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control Integrated Framework. Because of the material weaknesses described in the following paragraphs, management believes that, as of April 30, ~~2018~~2019, 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 accounting principles generally accepted in the United States (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

Other than as described above, there have not been any changes in the Company's internal controls over financial reporting that occurred during the Company's fiscal quarter ended April 30, ~~2018~~2019 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B.

Other Information.

None.

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PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

~~Our directors~~Compensation ~~and executive officers as~~ of ~~April 30, 2018 were as follows:~~Directors

Name	Age	Position
Xiuling Pan	51	President, Chairman of the Board of Directors, Chief Executive Officer and Director
Ming Huang	58	Chief Financial Officer, Treasurer and Director
Cuixiang Wang	60	Secretary and Director
Enlong Pan	60	Director
Peter H. Tong	64	Director
Jianfei Sun	44	Director
Long Pan	30	Director

For the years ended April 30, 2019 and 2019, we had no director compensation

Our directors and executive officers as of April 30, 2019 were as follows:

Name	Age	Position
Xiuling Pan	51	President, Chairman of the Board of Directors, Chief Executive Officer and Director
Ming Huang	58	Chief Financial Officer, Treasurer and Director
Cuixiang Wang	61	Secretary and Director
Enlong Pan	61	Director
Peter H. Tong	65	Director
Jianfei Sun	45	Director
Long Pan	31	Director

Xiuling Pan has served as CEO and Chairman of our Board of Directors since September 19, 2017. She is the founder and has served as President of Sunshine Academy of Fine Arts in Daqing City and language school in the United States since September of 2012. She oversees the management of both companies, From 1987 to 1990, Ms. Pan studied at Hangzhou College of Commerce.

Ming Huang has served as Chief Financial Officer, Treasurer and Director of the Company since January 24, 2017. Mr. Huang has served as Chairman of Daqing Huajun Taxi Co., Ltd. since 2014. He served as Chairman for Daqing Huaye Automobile Sales co., Ltd. from 1997 to 2010. From 2011 to 2013, he worked as Chairman for Daqing Micro-credit Co., Ltd.

Cuixiang Wang has served as Secretary of the CPC Committee of Daqing Dongfeng Senior High School, Heilongjiang Province since September of 2012. She oversees the school’s party construction and governance. From 1978 to 1980, she studied at Harbin Normal University and received the National Superfine English Teacher award in 1996.

Enlong Pan has served as director since August 3, 2016. In addition, he has served as the Chief Executive Officer of International Financial Union Holdings Group Co., Ltd., a financial guarantee company in Shenzhen China. Mr. Pan received a B.S. in Financial Management from Jinan University, Guangzhou, China, in 1978.

Peter H. Tong served as our Chief Executive Officer, Interim Chief Financial Officer and a director of the Company from August 3, 2015 until June 15, 2016 and has since served as a director on our Board of Directors. Since May 2012, Mr. Tong has served as chief executive officer of Timberwood Acquisition Corp., a blank check company seeking an acquisition target. Since 2006, Mr. Tong has served as an economic consultant for the Industrial Commercial Union for Sichuan Province, China, a corporate finance and management company. From 2001 to 2005, Mr. Tong served as a financial consultant to Schmidt Financial Concept, an international financial management company, in China. From 1998 to 2001, Mr. Tong served as chief operating officer of Union Charter Bancorp, a full-service mortgage bank. From 1996 to 1998, Mr. Tong served as executive vice president of Founders Bancorp, a full-service mortgage bank. From 1992 to 1996, Mr. Tong served as senior vice president of Union Charter Bancorp. Mr. Tong received a B.S. in Finance from Chengchi University, Taipei, Taiwan.

Jianfei Sun has served as a director on our Board of Directors since August 3, 2015. Mr. Sun has also served as Chairman of Shenzhen Qianhai Zhongjintou Capital Resource Co., Ltd., a financial services company in Shenzhen, Guangdong, China, since September 2014. From May 2010 to August 2014, Mr. Sun served as a Vice President of Dalian Zhongzheng Financing and Guarantee Corporation, a financial credit guaranty company in Dalian City, Liaoning, China.

Long Pan has served as a director on our Board of Directors since August 3, 2015. He also has served as the Venture Capital Investment Manager of Shenzhen Qianhai Zhongjintou Capital Resource Co., Ltd., a private equity and natural resources trading firm in Shenzhen, China, since September 2014. Mr. Pan received a Bachelor Degree from Dongbei University of Finance and Economics and a Master Degree in Finance from Adelphi University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons, we believe that, during the year ended April 30, 2017, our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a) filing requirements.

10in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons, we believe that, during the year ended April 30, 2017, our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a) filing requirements.

Table of Contents

Item 11.

Executive Compensation.

The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company's named executive officers. The Company's officers and directors have not received any cash or other compensation since inception. They will not receive any compensation until the consummation of an acquisition. No compensation of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and directors intend to devote very limited time to our affairs before a suitable target company is identified.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity. However, the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination.

The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~The following~~Outstanding ~~table~~Equity ~~sets~~Awards ~~forth~~at ~~information regarding the beneficial ownership based on 6,910,000 shares of our Common Stock outstanding as of July 29,~~ 2018, ~~based~~Fiscal ~~on information obtained from the persons named below, with respect to the beneficial ownership of shares of our Common Stock by:~~Year-End

There are no outstanding options or stock awards held by our named executive officers as of April 30, 2019.

The following table sets forth information regarding the beneficial ownership based on 6,910,000 shares of our Common Stock outstanding as of July 25, 2019, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our Common Stock by:

●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;

●	each of our officers and directors; and

●	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Name of Beneficial Owner	Common Stock Beneficially Owned	Percent of Class⁽¹⁾
Xiuling Pan	623,282	9.0200%
Ming Huang	207,300	3.0000%
Cuixiang Wang	172,750	2.5000%
Enlong Pan	328,225	4.7500%
Peter H. Tong	328,225	4.7500%
Jianfei Sun	552,800	8.0000%
Long Pan	138,200	2.0000%
All Officers and Directors as a Group	2,350,782	34.02%

Other owners
Xuhui Liu	747,070	10.8114%
Yu Wang	511,340	7.4000%
Yong Xie	414,600	6.0000%
Chunyan Yuan	367,612	5.3200%

(1) Applicable percentages are based on 6,910,000 shares outstanding as of the date hereof. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

We will reimburse our officers and directors, subject to approval of the Board of Directors, for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by our Board of Directors or a court of competent jurisdiction if such reimbursement is challenged. Other than the reimbursable out-of pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finders, consulting fees or other similar compensation, including the issuance of any securities of the Company, will be paid to our existing stockholders, officers or directors who owned our Common Stock prior to this offering, or to any of their respective affiliates prior to or with respect to an acquisition. For the year ended April 30, ~~2018~~2019, shareholders contributed $3124,~~618~~677 to pay the Company’s operating expenses.

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Director Independence

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board of Directors be independent and, therefore, the Company is not subject to any director independence requirements. Under Nasdaq Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our directors would not be considered independent directors.

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

Item 14.

Principal Accounting Fees and Services

During the fiscal year ended April 30, ~~2018~~2019, the firm of Fruci & Associates II, PLLC, which we refer to as Fruci, was our principal accountant. The following is a summary of fees paid or to be paid to Fruci for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Fruci in connection with regulatory filings. WeOur ~~paid~~fees based on the engagement letter to Fruci were $11,~~550~~800 and $911,~~000~~550 in connection with our audited ~~and reviewed~~ financials for the fiscal years ended April 30, ~~2018~~2019 and ~~2017~~2018, respectively.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. There were no fees billed for audit-related services rendered by ~~either~~ Fruci ~~& Stewart~~ during the last two fiscal years.

Tax Fees. None

All Other Fees. None

12The Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. All services rendered by our principal auditor for the years ended December 31, 2019 and 2018 were pre-approved in accordance with the policies and procedures described above.

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PART IV

Item 15.

Exhibits, Financial Statement Schedules.

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
32.2*		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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LVYUAN GREEN BUILDING MATERIAL TECHNOLOGY CORP. By: /s/ Xiuling Pan Name: Xiuling Pan Title: Chief Executive Officer, President, Chairman of the Board (Principal Executive Officer) By: /s/ Ming Huang Name: Ming Huang Title: Chief Financial Officer, Treasurer, ~~Secretary~~ and Director (Principal Financial and Accounting Officer)

Dated: July 2926, ~~2018~~2019

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
32.2*		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.

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Filing Compare · Lvyuan Green Building Material Technology Corp.