{"url_path":"/sec/lvpa/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 DESCRIPTION OF BUSINESS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/831378/0001477932-26-003267-index.html","accession_number":"0001477932-26-003267","cik":"0000831378","ticker":"LVPA","issuer_name":"LVPAI GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/831378/0001477932-26-003267-index.html","primary_entity_key":"0000831378","primary_entity_name":"LVPAI GROUP Ltd"},"word_count":2017,"has_tables":true,"body_markdown":"**ITEM 1. DESCRIPTION OF BUSINESS**\n\n \n\nAs used in this annual report, the terms “we”, “us”, “our”, “the Company”, means LVPAI, unless otherwise indicated.\n\n \n\n**Cautionary Note Regarding Forward Looking Statements**\n\n \n\nThis report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.\n\n \n\nThe results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.\n\n \n\n**Description of Business**\n\n \n\nLvpai Group Limited (“Lvpai”, “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.\n\n \n\nOn March 17, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.\n\n \n\nDavid Lazar has been CEO and Chairman of the Company since May 16, 2018. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations.\n\n \n\nOn January 25, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC to Yang Fuzhu (the “Purchaser”). Each share of Series A Preferred Stock is convertible to 200 shares of common stock As a result, the Purchaser became an approximately 86.95% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from $65,503 in debt owed to him. \n\n \n\n \n\n3\n\n*Table of Contents*\n\n  \n\nOn January 25, 2021, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Yang Fuzhu consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.\n\n \n\nOn August 12, 2022, as a result of two private transactions, (i) 4,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Yang Fuzhu to Chen Yuanhang and (ii) 1,000,000 Shares were transferred to Frank Chen (together, the “Purchasers”). As a result, the Purchasers became holders of an aggregate of approximately 43.48% of the voting rights of the issued and outstanding share capital of the Company and Yang Fuzhu retained 43.48% of the voting rights of the Company and is no longer the controlling shareholder. The consideration paid for the Shares was $172,500. The source of the cash consideration for the Shares was personal funds of the Purchasers.\n\n \n\nOn August 12, 2022, the existing director and officer resigned immediately. Accordingly, Yang Fuzhu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary. At the effective date of the transfer, Chen Yuanhang consented to act as the new Chief Executive Officer, President, and a Director of the Company, and Zhang Wenmin consented to act as the new Chief Financial Officer of the Company.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn 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. 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 a party.\n\n \n\nOn October 23, 2024, Ms. Xu Ni informed the Board of 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.\n\nThe Company’s accounting year-end is January 31.\n\n \n\n**Risks Relating to Being Located in China**\n\n \n\nWe are a holding company incorporated under the laws of the state of Nevada with no operations, except for searching for a target business in order to consummate an initial business combination. we do not believe or anticipate that any prior permission or approval is required from the PRC government under the currently effective PRC laws and regulations in connection with our search for a target business or related activities. As of the date of this reporting, we have not received any inquiry, notice, warning, sanctions or regulatory objection in connection with this offering from any PRC governmental authorities. We cannot assure you, however, that regulators in China will not take a contrary view or subsequently require us to undergo any approval procedures and subject us to penalties for non-compliance. If we are subsequently subject to additional requirements that we obtain any approval from the PRC authorities in connection with our search for a target business or related activities, we cannot assure you that we will be able to obtain such approval and conduct our business as described herein. See “Risks factors -  Risks Relating to Being Located in China - Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to investors and our company.” “ - Although we are currently not required to obtain approval from any of the PRC central or local government to obtain any approval in connection with this offering or our search for a target business or related activities, our operations may be adversely affected in the future, directly or indirectly, by existing or future relevant laws and regulations if the PRC government takes the view that its approval is required.” “ - The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas, which could result in a material change in our operations and/or the value of your securities.” “ - The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.” and “-PRC law or regulation may have impact on our cash flows and affect our ability to pay dividends, service debt or execute shareholder redemption rights.”\n\n \n\n \n\n4\n\n*Table of Contents*\n\n  \n\nOur sponsor and all of our executive officers and directors are located in or have significant ties to the PRC, the location of our sponsor and executive officers and directors may make us a less attractive partner to a non-China- or non-Hong Kong-based target company, which may therefore make it more likely for us to consummate a business combination in the PRC. Moreover, the legal and regulatory risks associated with being based in China may make us a less attractive partner in an initial business combination without any ties to China or Hong Kong.\n\n \n\n**Competition and Market Conditions**\n\n \n\nWe will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the economic forces that are beyond our control.\n\n \n\n**Regulation**\n\n \n\nAs of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).\n\n \n\nDepending on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other laws or regulations that require us to make material expenditures on compliance including the increasing state level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.\n\n \n\n \n\n5\n\n*Table of Contents*\n\n  \n\n**Employees**\n\n \n\nAs of the date of this Report, we do not have employees. However, an entity controlled by our Chief Executive Officer provides part-time consulting services to us without compensation."}