Conflicts of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate a business combination or favorable terms or generate revenue.

Our Chief Executive Officer, Mr. Fuzhu, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. Fuzhu is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

It is possible that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

We may engage in a business combination that causes tax consequences to us and our shareholders.

Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

It is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.

It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Fuzhu, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

Because our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’ operations until such time as they are identified and disclosed.

We are still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

Past performance by our management and their affiliates may not be indicative of future performance of an investment in us.

While our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.

We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

Our ability to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact our results of operations.

When evaluating the desirability of a potential business combination, our ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further, in most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and our shareholders could suffer a reduction in the value of their shares.

Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.

Our search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

	o●	General speculative fever;

	●	A prospective business combination and the terms and conditions thereof;

	●	The operating performance of any business we acquire, including any failure to achieve material revenues therefrom;

	●	The performance of our competitors in the marketplace, both pre- and post-combination;

	●	The public’s reaction to our press releases, SEC filings, website content and other public announcements and information;

	●	Changes in earnings estimates of any business that we acquire or recommendations by any research analysts who may ~~not~~follow us or other companies in the industry of a business that we acquire;

	●	Variations in general economic conditions, including as may be ~~able to agree on~~caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy;

	●	The public disclosure of the terms of any financing we disclose in the ~~acquisition or alliance, such as the amount or price~~future;

	●	The number of shares of our ~~acquired interest;~~Common Stock that are publicly traded in the future;

	●	Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and

	●	The employment or termination of key personnel.

acquisitions and alliances may cause a disruption in our ongoing business, distract our relatively new management team and make it difficult to implement or maintain our systems, controls and procedures;

~~we may acquire companies or make strategic alliances in markets in which we have little experience;~~

~~we may not be able successfully to integrate the services, products and personnel of any acquisition or new alliance into our operations;~~

~~we may be required to incur debt or issue equity securities to pay for acquisitions, which may be dilutive to existing shareholders, or we may not be able to finance the acquisitions at all; and~~

~~our acquisitions and strategic alliances may not be successful, and we may lose our entire investment.~~

In addition, we face competition from other parties, including large public and private companies, venture capital firms, and other companies, in our search for suitable acquisitions and alliances. Many of the companies we compete with for acquisitions have substantially greater name recognition and financial resources than we have, which may limit our opportunity to acquire interests in new companies, technologies and assets or create strategic alliances. Even if we are able to find suitable acquisition candidates or develop acceptable strategic alliances, doing so may require more time and expense than we expect because of intense competition.

~~We must maintain positive brand name awareness.~~

We believe that establishing and maintaining our brand names is essential to expanding business. We also believe that the importance of brand name recognition will increase in the future because of the growing number of online companies that will need to differentiate themselves. Promotion and enhancement of our brand names will depend largely on our ability to provide consistently high quality software and related technology. If we are unable to provide software and technology of comparable or superior quality to those of our competition, the value of our brand name may suffer.

~~The international nature of our business adds additional complexity and risks to our business.~~

The nature of the foreign currency business brings us into contact with different countries and markets. We hope to expand further in international markets. Our international business may be subject to a variety of risks, including:

~~o market risk or loss of uncovered transactions;~~

~~o governmental regulation and political instability;~~

~~o collecting international accounts receivable and income;~~

~~o the imposition of barriers to trade and taxes; and~~

o ~~difficulties associated with enforcing contractual obligations and intellectual property rights.~~

~~These factors may have a negative effect on any future international operations and may adversely affect our business and operations.~~

~~The interests of our significant shareholders may conflict with our interests and the interests of our other shareholders.~~

Directors, officers and holders of more than 5% of the outstanding shares of Finotec common stock collectively own a significant share of the outstanding common stock. As a result of their stock ownership, one or more of these shareholders may be in a position to affect significantly our corporate actions, including, for example, mergers or takeover attempts, in a manner that could conflict with the interests of our public shareholders.

~~Anti-takeover provisions and our right to issue preferred stock could make a third party acquisition of us difficult.~~

Finotec is a Nevada corporation. Anti-takeover provisions of Nevada law may make it difficult for a third party to acquire control of us, even if a change in control would be beneficial to our shareholders. In addition, our board of directors may issue preferred stock with voting or conversion rights that may have the effect of delaying, deferring or preventing a change of control. Preventing a change of control could adversely affect the market price of Finotec common stock and the voting and other rights of holders of Finotec common stock.

~~Our common stock price is likely to be highly volatile.~~

The market price of our common stock is likely to be highly volatile, as the stock market in general, and the market for Internet-related and technology companies in particular, has been highly volatile. Our shareholders may not be able to resell their shares of our common stock following periods of volatility because of the market's adverse reaction to this volatility.

~~Factors that could cause this volatility may include, among other things:~~

~~announcements of technological innovations and the creation and failure of B2B marketplaces;~~

~~actual or anticipated variations in quarterly operating results;~~

~~new sales formats or new products or services;~~

~~changes in financial estimates by securities analysts;~~

~~conditions or trends in the Internet, B2B and other industries;~~

~~changes in the market valuations of other Internet companies;~~

~~announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures;~~

~~changes in capital commitments;~~

~~additions or departures of key personnel;~~

~~sales of our common stock; and~~

~~general market conditions.~~

Many of these factors are beyond our ~~control.~~

~~Service~~control and may decrease the market price of ~~process~~our Common Stock, regardless of whether we can consummate a business combination and ~~enforcement~~ of ~~civil liabilities~~our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.

Our Common Stock trades on usthe OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and ~~our officers may be difficult~~most stocks traded there are of companies that are not required to ~~obtain.~~

~~We are organized~~file reports with the SEC under the ~~laws~~Exchange Act. Our Common Stock itself infrequently trades.

The market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.

Presently the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the ~~State~~shares held by our other shareholders.

Future issuance of ~~Nevada~~our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and ~~will be subject to service~~any resulting financing.

We may issue additional shares of ~~process~~our Common Stock in the ~~United States. However, most~~future. The issuance of a substantial amount of our ~~assets are located outside~~Common Stock could substantially dilute the ~~United States.~~interests of our shareholders. In addition, ~~certain~~the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our ~~directors and officers are residents of Israel.~~

~~There is doubt as~~Common Stock.

Due to ~~the enforceability of civil liabilities~~recent changes to Rule 15c2-11 under ~~the Securities Act of 1933, as amended, and~~ the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.

On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in ~~original actions instituted~~reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in ~~Israel.~~their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

The Rule changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities, or times, or at all, as a result it may not be possible for investors to enforce or effect service of process upon these directors and executive officers or to judgments of U.S. courts predicated upon the civil liability provisions of U.S. laws against our assets, as well as the assets of these directors and executive officers. In addition, awards of punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in Israel.

~~Risks Relating to Our E-Commerce Marketplaces~~

~~Our success depends on the development~~ of the ~~e-commerce market, which is uncertain.~~

~~We rely on~~amendments to the Internet for the success of our businesses, as do other e-commerce marketplaces. The development of the e-commerce market is in its early stages. Our long-term success depends on widespread market acceptance of B2B e-commerce. A number of factors could prevent such acceptance, including the following:

Rule.

~~the unwillingness of business to shift from traditional processes to e-commerce processes;~~10

~~the necessary network infrastructure for substantial growth in usage of e-commerce may not be adequately developed;~~

~~increased governmental regulation or taxation may adversely affect the viability of e-commerce;~~

~~insufficient availability of telecommunication services or changes in telecommunication services could result in slower response time for users of e-commerce; and~~

~~concern and adverse publicity with respect to, and failure of, security of e-commerce.~~

~~We may not be able to compete effectively with other providers of e-commerce services.~~

Competition for Internet products and services and e-commerce business is intense. If the market for e-commerce grows, we expect that competition will intensify, and Finotec will continue to compete with other technology companies and traditional service providers that seek to integrate on-line business technologies with their traditional service mix. Barriers to entry into the e-commerce environment are minimal, and competitors can launch websites and offer products and services at relatively low costs. The companies with which Finotec competes often have significantly greater name recognition and financial, marketing and other resources than Finotec which may place our e-commerce marketplaces at a disadvantage in responding to competitors' pricing strategies, technological advances, advertising campaigns, strategic partnerships and other initiative. If Finotec fails to differentiate itself from other Internet industry participants, the value of its brand name could decline, it may be unable to attract a critical mass of buyers and sellers, and its prospects for future growth would diminish, which could materially and adversely affect our business and operations.

~~Concerns regarding security of transactions and transmitting confidential information over the Internet may adversely affect our e-commerce business.~~

We believe that concern regarding the security of confidential information transmitted over the Internet, including, for example, business requirements, credit card numbers and other forms of payment methods, prevents many potential customers from engaging in online trading. If we do not add sufficient security features to future product releases, our services may not gain market acceptance or we may face additional legal exposure.

Despite the measures we have taken in the areas of encryption and password or other authentication software devices, our infrastructure, like others, is potentially vulnerable to physical or electronic break-ins, computer viruses, hackers or similar problems caused by employees, customers or other Internet users. If a person circumvents our security measures, that person could misappropriate proprietary information or cause interruptions in our operations. Security breaches that result in access to confidential information could damage our reputation and expose us to a risk of loss or liability. These risks may require us to make significant investments and efforts to protect against or remedy security breaches, which would increase the costs of maintaining our websites.

~~Our e-commerce capability depends on real-time accurate product information.~~

We may be responsible for loading information into our database and categorizing the information for trading purposes. This process entails a number of risks, including dependence on our suppliers both to provide us in a timely manner with accurate, complete and current information and to update this information promptly when it changes. If our suppliers do not provide us in a timely manner with accurate, complete and current information, our database may be less useful to our customers and users and may expose us to liability. We cannot guarantee that the information available in our database will always be accurate, complete and current or comply with governmental regulations either due to third-party or internal errors. This could expose us to liability or result in decreased acceptance of our products and services, which could hav e a material and adverse affect on our business and operations. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers. In addition, our contracts with the third-party data suppliers must be renewed on a regular basis and the costs for such information may increase, with the Company having little or no negotiating influence in such a situation.

~~Our market is characterized by rapid technological change, and we may not be able to keep up with such change in a cost-effective way.~~

The e-commerce market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could render our existing technology obsolete. If we are unable to respond successfully to these developments or do not respond in a cost-effective way, our business and operations will suffer. To be successful, we must adapt to our rapidly changing market by continually improving the responsiveness, services and features of our products and services, by developing or acquiring new features to meet customer needs and by successfully developing and introducing new versions of our Internet-based e-commerce business software on a timely basis. The life cycles of the software used to support our e-commerce services are difficult to predict because the market for our e-commerce is new and emerging a nd is characterized by changing customer needs and industry standards. The introduction of on-line products employing new technologies and industry standards could render our existing system obsolete and unmarketable. If a new software language becomes the industry standard, we may need to rewrite our software to remain competitive, which we may not successfully accomplish in a timely and cost-effective manner.

In addition, as traffic in our e-commerce business increases, we may need to expand and upgrade our technology, transaction processing systems and network hardware and software. We may not be able to project accurately the rate of growth in our on-line businesses. We also may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate increased use of our on-line businesses, which would have a material and adverse affect on our business and operations.

An unexpected event, such as a power or telecommunications failure, fire or flood, or physical or electronic break-in at any of our facilities or those of any third parties on which we rely, could cause a loss of critical data and prevent us from offering services. If our hosting and information technology services were interrupted, including from failure of other parties' software that we integrate into our technology, our business and the businesses of our e-commerce marketplaces using these services would be disrupted, which could result in decreased revenues, lost customers and impaired business reputation for us and them. As a result, we could experience greater difficulty attracting new customers. A failure by us or any third parties on which we rely to provide these services satisfactorily would impair our ability to support th e operations of our services and could subject us to legal claims.

In addition, to a large extent, the Company’s profits are dependent upon the operation of its internal risk management system. There is no guarantee that such system will operate successfully in every eventuality.

~~Limited Internet infrastructure may affect service.~~

The accelerated growth and increasing volume of Internet traffic may cause performance problems, slowing the adoption of our Internet-based services. The growth of Internet traffic due to very high volumes of use over a relatively short period of time has caused frequent periods of decreased Internet performance, delays and, in some cases, system outages. This decreased performance is caused by limitations inherent in the technology infrastructure supporting the Internet and the internal networks of Internet users. In addition, recently, there have been several instances of entire countries losing Internet access as a result of natural disasters or accidents. If Internet usage continues to grow rapidly, the infrastructure of the Internet and its users may be unable to support the demands of growing e-commerce usage, and the Internet's performance and reliability may decline. If our existing or potential customers experience frequent or continuing outages or delays on the Internet, the adoption or use of our Internet-based products and services may grow more slowly than we expect or even decline. Our ability to increase the speed and reliability of our Internet-based business model is limited by and depends upon the reliability of both the Internet and the internal networks of our existing and potential customers. As a result, if improvements in the infrastructure supporting both the Internet and the internal networks of our customers and suppliers are not made in a timely fashion, we may have difficulty obtaining new customers, or maintaining our existing customers, either of which could reduce our potential revenues and have a negative impact on our business and operations.

~~Internet governance, regulation and administration are uncertain and may adversely affect our business.~~

The future success of our business is dependent on our ability to use the Internet to implement our e-commerce growth strategy. Because the original role of the Internet was to link the government's computers with academic institutions' computers, the Internet was historically administered by organizations that were involved in sponsoring research. Over time, private parties have assumed larger roles in the enhancement and maintenance of the Internet infrastructure. Therefore, it is unclear what organization, if any, will govern the administration of the Internet in the future, including the authorization of domain names.

The lack of an appropriate organization to govern the administration of the Internet infrastructure and the legal uncertainties that may follow pose risks to the commercial Internet industry and our specific website business. In addition, the effective operation of the Internet and our business is also dependent on the continued mutual cooperation among several organizations that have widely divergent interests, including the government, Internet service providers and developers of system software and software language. These organizations may find that achieving a consensus may become difficult, impossible, time-consuming and costly.

~~Changes in the regulatory environment governing the Internet, either in the US or abroad, could have a significant effect on our business.~~

We cannot predict whether or to what extent any new regulation affecting e-commerce will occur. New regulations could increase our costs or restrict our activities in a materially adverse manner. One or more states or countries may seek to impose sales tax collection obligations on out-of-state/foreign companies like ours that engage in or facilitate e-commerce. A successful assertion by one or more states or any foreign country that we should collect sales and other taxes on our system could increase costs that we could have difficulty recovering from users of our websites.

Governmental agencies and their designees regulate the acquisition and maintenance of web addresses generally. For example, in the United States, the National Science Foundation had appointed Network Solutions, Inc. as the exclusive registrar for the ".com," ".net" and ".org" generic top-level addresses. Although Network Solutions no longer has exclusivity, it remains the dominant registrar. The regulation of web addresses in the United States and in foreign countries is subject to change. As a result, we may not be able to acquire or maintain relevant web addresses in all countries where we conduct business that are consistent with our brand names and marketing strategy. Furthermore, the relationship between regulations governing website addresses and laws protecting trademarks is unclear.

~~We may be subject to legal liability for publishing or distributing content over the Internet.~~

Our e-commerce businesses may be subject to legal claims relating to the content of our on-line websites, or the distribution of content. Providers of Internet products and services have been sued in the past, sometimes successfully, based on the content of material. The representations as to the origin and ownership of licensed content that we generally obtain may not adequately protect us.

In addition, we draw some of the content provided in our on-line business communities from data compiled by other parties. This data may have errors. If our content is improperly used or if we supply incorrect information, it could result in unexpected liability. Our insurance may not cover claims of this type or may not provide sufficient coverage. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers. Costs from these claims could damage our business and limit our financial resources. In addition, there can be no assurance that we will not make internal errors that could result in liability.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

~~Item~~

ITEM 2. ~~Properties~~

PROPERTIES

The ~~Company's UK subsidiary~~Company’s principal business and ~~dealing room~~corporate address is ~~located at 70 Grace Church 2nd Floor, London EC3, England, UK. There the Company rents 4,640 square feet of office space.~~

~~The company Israel’s subsidiary - FinoLogic has offices in Jerusalem at 13 Hartom~~50 West Liberty Street, ~~Jerusalem, 97775, Israel. There the Company rents approximately 490 square meters of office space.~~

~~The Company also rents 197 square meters of offices in Limassol, Cyprus at 1 Griva Digheni& Chrysanthou Street.~~

~~Rent expense for the fiscal year ended January 31, 2010 was approximately $532,982. This included a penalty for early termination of an office lease.~~

Suite 880, Reno, NV 89501.

~~Item~~

ITEM 3. ~~Legal Proceedings~~LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not listed on any securities exchange, and is quoted on the ~~normal course of business,~~OTC Pink Market under the symbol “PHBR.” Because our Common Stock is not listed on a ~~few Finotec clients have claims for alleged trading profits or losses that these clients~~securities exchange and its quotations on OTC Pink are ~~considered to due to them. The current amounts in question are in no more than US$ 200,000. Finotec’s view is that~~limited and sporadic, there is ~~in-sufficient basis~~currently no established public trading market for ~~these claims~~

~~Management~~our Common Stock.

The following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended January 31, 2022 and 2021. This information was obtained from OTC Pink Market and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED JANUARY 31, 2022:
First Quarter	$	15.00	$	15.00
Second Quarter	$	15.00	$	15.00
Third Quarter	$	15.00	$	15.00
Fourth Quarter	$	15.00	$	15.00

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED JANUARY 31, 2021:
First Quarter	$	0.00638	$	0.002
Second Quarter	$	0.0069	$	0.0028
Third Quarter	$	0.0521	$	0.0032
Fourth Quarter	$	0.0322	$	0.018

Holders

As of May 19, 2022 a total of 103,103 shares of the Company’s common stock are currently outstanding held by 1,129 shareholders of record. This figure does not ~~expect~~take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

Dividends

We have never paid or declared any ~~of these claims to have a material effect~~dividends on ~~the Company's financial position or results of operations~~

~~Item 4.~~ ~~Submission of Matters to a Vote of Security Holders~~

~~None~~

~~PART II~~

~~Item 5. Market for the Registrant's~~our Common Stock and ~~Related Stockholder~~

do not anticipate paying cash dividends in the foreseeable future.

Securities Authorized For Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

~~Matters~~

~~(a)~~

The Company's Common Stock is quoted on the OTC Bulletin Board )OTCBB( under the symbol "FTGI.OB" The following table sets forth the high and low bid prices as reported by the National Association of Securities Dealers (NASD) for the periods ending January 31, 2010. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not reflect actual transactions.

2009
High Low
First Quarter        0.41        0.10
Second Quarter        0.35        0.11
Third Quarter        0.31        0.10
Fourth Quarter        0.17        0.07

2008
High Low
First Quarter        1.01        0.65
Second Quarter        0.85        0.26
Third Quarter        0.90        0.20
Fourth Quarter        0.52        0.15

Unregistered Sales of ~~January 31, 2010, we had approximately 1,100 holders~~Equity Securities

We have previously disclosed all sales of ~~record~~securities without registration under the Securities Act of ~~our common stock.~~

~~(b)~~

No dividends were paid during the fiscal year ending January 31, 2010. The Articles of Merger restrict the Company's ability to pay dividends. The Company may not pay dividends if doing so would result in a consolidated current ratio of less than two, that is, current assets equaling less than twice current liabilities.

~~Item~~1933.

ITEM 6.

~~FINOTEC GROUP, INC. AND SUBSIDIARY MANAGEMENT'S~~ SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ~~RESULTS~~RESULT OF OPERATIONS

~~CAUTIONS ABOUT FORWARD-LOOKING STATEMENTS~~

The ~~following discussion of the financial condition and results of~~Company has no operations of the Company should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K. Certain of the statements contained in this Form 10-K which are not statements of historical fact are forward-looking statements that involve risks and uncertainties. Such forward-looking statements are made onlyor revenue as of the date of this ~~Form 10-K. The Company's actual results could differ materially from those contained~~Report. We are currently in the ~~forward-looking statements. Factors that may cause such~~

~~differences include, but are not limited~~process of developing a business plan. Management intends to ~~those discussed under "Risk Factors" as well as those discussed elsewhere~~explore and identify viable business opportunities within the U.S. including seeking to acquire a business in ~~this Form 10-K.~~

~~BUSINESS OVERVIEW~~

~~The Company currently develops, through its subsidiaries, markets~~a reverse merger. Our ability to effectively identify, develop and ~~operates~~implement a ~~software system delivering foreign exchange, commodities, and futures (CFDs) investment services to the public through the Internet. The Company also operates an Internet-based brokerage firm~~viable plan for institutional, professional and serious active individual traders in the financial instruments markets, especially foreign currency and CFDs. The Company offers an electronic trading platform which seamlessly integrates strategy trading tools, historical and streaming real-time market data, and direct-access order-routing and execution. In addition, the Company operates an internal risk management module that guides the Company as to when to hedge positions or not and systems that provide real time management of equity positions and margin requirements . The Company also acts as a market maker.

~~Under~~ our business ~~model, we seek recurring revenues mainly~~may be hindered by ~~offering, through use of a software system developed by its subsidiary, FinoLogic, online real-time trading in financial instruments. FinoLogic is a front~~risks and ~~back office market maker application for online real-time trading in financial instruments. We use~~uncertainties which are beyond our ~~capabilities to provide strategy trading tools, and~~control, including without limitation, the unique quality and functionality of those tools attracts our target customer base of institutional, professional and serious active individual traders. We market our services primarily through our subsidiaries that operate call centers and Internet sites. The Company also intends to promote white-label systems directly to financial institutions such as commercial banks. We also provide training in online trading.

~~With the proliferation of powerful and efficient direct-access online brokerage services, the increased accessibility to market data, and the rapidly-growing capabilities~~continued negative effects of the ~~Internet, we believe that serious, active traders, professional~~coronavirus pandemic on the U.S. and ~~non-professional, are demanding powerful, Internet-based, real-time strategy all-in-one trading platforms that are seamlessly integrated with~~global economies. For more information about the ~~best-available order execution technology and include analytical tools which support the design and testing~~risk of ~~custom trading strategies.~~

~~To achieve profitability, the Company has embarked~~Covid-19 on ~~a policy to diversify its~~our business, ~~capitalizing on its strong technology base via Finologic and the position~~see Item 1.A. - “Risk Factors”.

Plan of ~~its Brokerage Business through Finotec Trading UK Ltd (“FT UK”), who is registered by the UK’s Financial Services Authority. To this extent~~ Operation

The Company has ~~entered~~no operations from a continuing business other than the ~~Institutional Fx and Commodities Activities. Not only will this enable~~expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

Management intends to ~~reach~~explore and identify business opportunities within the U.S., including a ~~broader customer base, it~~potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will ~~allow~~result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the ~~company’s existing retail clients to obtain better prices~~continued negative effects of the coronavirus pandemic on the U.S. and ~~liquidity. The Company~~global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is ~~currently recruiting institutional sales representatives to increase the Company’s customers, network~~a developing company or is otherwise in need of affiliates and IBs. The Company will offer clients to trade through Sky Trader or through the Currenex Trading Platform. The Company may raise fi nancing in the upcoming year in order to finance the expansion of its business lines.

~~RESULTS OF OPERATIONS~~

Our current expense levels are based upon our expectations concerning future revenue. However, such revenue levels cannot be guaranteed. Thus, quarterly revenue and results of operations are difficult to project.

~~OVERALL~~

~~Net gain from foreign currency future operations~~additional funds for ~~the year ended January 31, 2010 was $2,797,619 (Prior Year $ $2,641,116)~~

~~OPERATING EXPENSES~~

~~RESEARCH AND DEVELOPMENT. Research and development expenses include expenses associated with~~ the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and technology; enhancements to existing products, services and technology; testing of products and services; and the creation of documentation and other training and educational materials. The Company’s subsidiary, FinoLogic Ltd., owns all intellectual property rights relating to our business. Research and development expenses for the year ended January 31, 2010 was $628,429 (Prior Year $ 308,893).This increase is due increased R&D in new products.

GENERAL AND ADMINISTRATIVE. General and administrative expenses include expenses relating to employees cars and travel . General and administrative expenses were for the year ended January 31, 2010 was $422,056 (Prior Year $798,571). This decrease is due cost cutting measures affected.

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~The Company's cash balance increased by $2,600,523 from~~needs additional capital. Alternatively, a cash balance as of January 31, 2009 of $5,108,144 to $7,708,667 as of January 31, 2010. The increase is primarily attributable to a significant increase in cash required for operating activities offset by an increase in cash provided by financing activities.

Net cash used in operating activities amounted to $4,541,836 for the year ended January 31, 2010, while net cash used by operating activities was $7,767,822 for the year ended January 31, 2009, a decrease of $3,322,959. The decrease in net cash used in operating activities primarily resulted from a decrease in operating expenses.

Net cash used in investing activities for the year ended January 31, 20109, was $267,675 while it was $136,7039 used in investing activities for the year ended January 31, 2009, an increase of $130,972 The cash used in investing activities for the year ended January 31, 2010, primarily resulted frombusiness combination may involve the acquisition of, ~~property and equipment.~~

~~The Company had cash provided in financing activities of $7,399,284 during~~or merger with, an entity which desires access to the year ended January 31, 2010 compared to net cash provided by financing activities of $4,468,123 during the year ended January 31, 2009, an increase of $2,931,161. This increase primarily reflects the purchase by several investors of sharesU.S. capital markets.

As of the ~~Company~~date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a ~~private placement.~~

Our future capital requirements and the adequacy of available funds will depend on numerous factors, including the successful commercialization of our products, competing technological and market developments, and the development of newparticular target business, lines in Instructional FX and Commodities. The Company has sufficient funds to satisfy its cash requirements until June 2010, assuming monthly expenses of the Company at $500,000 and no revenue generation by the Company. The Company intends to try to obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources. In the event Finotec's plans change or its assumptions change or prove to be inaccurate or the funds available prove to be insufficient to fund operation s at the planned level (due to further unanticipated expenses, delays, and problems or otherwise), Finotec could be required to obtain additional funds earlier than expected. Finotec does not have any committed sources of additional financing, and there can be no assurance that ~~additional funding, if necessary,~~we will properly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available oncapital, management believes that there are several firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.

Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, ifor at all. If adequate funds are not available ~~we may be required to further delay, scale-back,~~ or eliminate certain aspects of our operations or attempt to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products, or potential markets. If adequate funds are not available ~~Finotec's~~on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

COVID-19 Update

To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.

Off Balance Sheet Arrangements

As of the date of this Report, we do not have 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 that are material to investors.

Going Concern

The independent registered public accounting firm auditors’ report accompanying our January 31, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will ~~be materially~~continue as a going concern,” which contemplates that we will realize our assets and ~~adversely affected.~~

~~Finotec expects that its operating results will fluctuate significantly from quarter to quarter~~satisfy our liabilities and commitments in the ~~future and will depend on a number~~ordinary course of ~~factors, most of which are outside Finotec's control.~~business.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

~~Item 7. Financial Statements and Supplementary Data~~

~~FINOTEC GROUP, INC.~~

~~CONSOLIDATED~~

ITEM 8. FINANCIAL STATEMENTS

~~FOR THE YEARS ENDED~~

~~JANUARY 31, 2010~~ AND ~~2009~~

SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	F-1

Balance Sheets as of January 31, 2022 and January 31, 2021	F-2

Statements of Operations for the Years ended January 31, 2022 and January 31, 2021	F-3

Statement of Changes in Stockholders’ Deficit for the Years ended January 31, 2022 and January 31, 2021	F-4

Statements of Cash Flows for the Years ended January 31, 2022 and January 31, 2021	F-5

Notes to the Financial Statements	F-6 -F-9

~~Gvilli & Co. C.P.A. (isr.)~~	~~7 Haeshel St.~~
	~~Caesarea Israel 38900~~
	~~Phone: 04 - 6372740~~
	~~Fax: 04 - 6272130~~
	~~E-mail: ir@gvilicpa.co.il~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Report of Independent Registered Public Accounting Firm

To the ~~Stockholders'~~shareholders and the ~~Board~~board of ~~Directors~~directors of ~~Finotec~~Lvpai Group ~~Inc.~~

Limited

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance ~~sheet~~sheets of ~~Finotec~~Lvpai Group ~~Inc. and its Subsidiaries (collectively, the "Company"~~Limited (the “Company”) as of January 31, ~~2010~~2022 and ~~2009, and~~2021, the related ~~consolidated~~ statements of operations, ~~stockholders'~~stockholders’ equity (deficit), and cash flows for ~~each~~the years then ended, 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 ~~two~~Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the ~~period ended January 31, 2010.~~ United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on ~~these consolidated~~the Company’s financial statements based on our audit.

We ~~did not audit~~are a public accounting firm registered with the ~~financial statements of Finotec Trading UK~~Public Company Accounting Oversight Board (United States) (“PCAOB”) and Finotec Trading (Cyprus) for the year ended January 31,2010, which statement reflect total revenues constituting 60 percent of consolidated total revenues for the year ended January 31,2010. Such financial statements were audited by other auditors whose report has been furnishedare required to ~~us and our opinion insofar as it relates~~be independent with respect to the ~~amount included for Finotec Trading UK~~Company in accordance with the U.S. federal securities laws and ~~Cyprus for~~ the ~~year ended January 31, 2010, is based solely on~~applicable rules and regulations of the ~~report of such other auditors.~~

Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~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.~~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. ~~Our~~As part of our audits ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit ~~includes~~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 ~~supporting~~regarding the amounts and disclosures in the financial ~~statements and assessing~~statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audit provides a reasonable basis for our opinion.

~~In our opinion, based on our audits and~~

Critical Audit Matters

Critical audit matters are matters arising from the ~~report~~current period audit of the ~~other auditors, such consolidated~~ financial statements ~~referred~~that were communicated or are required to ~~above present fairly, in all~~be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material ~~respects,~~to the financial ~~position~~statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditor since 2020

Lakewood, CO

May 19, 2022

F-1

LVPAI GROUP LIMITED

(FORMERLY KNOWN AS FINOTEC GROUP, INC.)

BALANCE SHEETS

		January 31,			January 31,
		2022			2021

ASSETS
Total Assets		$	-		$	-

LIABILITIES & STOCKHOLDERS’ DEFICIT

Accrued liabilities		$	4,270		$	-
Note payable related parties			24,499			-
Total liabilities			28,769			-

Commitments and Contingencies			-			-

Stockholders’ Equity
Preferred Series A stock, $0.001 par value, 20,000,000 shares authorized, 10,000,000 shares issued and outstanding, January 31, 2022 and 2021, respectively			10,000			10,000
Common stock, $0.001 par value; 103,103 shares authorized, 103,103 shares issued and outstanding as of January 31, 2022 and 2021, respectively*	*		103			103
Additional paid in capital			19,616,948			19,616,948
Accumulated deficit			(19,655,820	)		(19,627,051	)
Total Stockholders’ Deficit			(28,769	)		-
Total Liabilities and Stockholders’ Deficit		$	-		$	-

*	Given effect of the Reverse Stock Split, See Note 6

The accompanying notes are an integral part of these financial statements.

F-2

LVPAI GROUP LIMITED

(FORMERLY KNOWN AS FINOTEC GROUP, INC.)

STATEMENTS OF OPERATIONS

		Year			Year
		ended			ended
		January 31,			January 31,
		2022			2021
Revenue		$	-		$	-

Operating Expenses:
Administrative expenses -related party			28,769			6,062,828
Total operating expenses			28,769			6,062,828
Loss from operations			(28,769	)		(6,062,828	)
Other expense
Other expense net			-			-
Loss before provision for income taxes			(28,769	)		(6,062,828	)
Provision for income taxes			-			-
Net Loss		$	(28,769	)	$	(6,062,828	)

Basic and diluted loss per common share*	*	$	(0.28	)	$	(58	)

Weighted average number of shares outstanding*	*		103,103			103,103

*	Given effect of the Reverse Stock Split, See Note 6

The accompanying notes are an integral part of these financial statements.

F-3

FINOTEC GROUP, INC

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

		Shares		Value		Shares		Value		Capital			Deficit			Equity
		Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
		Shares		Value		Shares		Value		Capital			Deficit			Deficit
Balance, January 31, 2020*			-	$	-		100,000	$	100	$	13,561,448		$	(13,564,223	)	$	(2,675	)

Related party loans reclassified as a capital contribution			-		-		-		-		65,503			-			65,503

Issuance of preferred stock			10,000,000		10,000		-		-		5,990,000			-			6,000,000

Shares issued related to historic conversion of preferred stock			-		-		3,103	$	3		(3	)		-			-

Net loss			-		-									(6,062,828	)		(6,062,828	)

Balance, January 31, 2021*	*		-	$	-		103,103	$	103	$	19,616,948		$	(19,627,051	)	$	-
Beginning balance			-	$	-		103,103	$	103	$	19,616,948		$	(19,627,051	)	$	-

Net loss			-		-		-		-		-			(28,769	)		(28,769	)

Balance, January 31, 2022*	*		10,000,000	$	10,000		103,103	$	103	$	19,616,948		$	(19,655,820	)	$	(28,769	)
Ending balance			10,000,000	$	10,000		103,103	$	103	$	19,616,948		$	(19,655,820	)	$	(28,769	)

*	Given effect of the Reverse Stock Split, See Note 6

The accompanying notes are an integral part of the financial statements.

F-4

LVPAI GROUP LIMITED

(FORMERLY KNOWN AS FINOTEC GROUP, INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Year			Year
	ended			ended
	January 31,			January 31,
	2022			2021
Cash Flows From Operating Activities:
Net loss	$	(28,769	)	$	(6,062,828	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Stock- based compensation		-			6,000,000
Changes in operating assets and liabilities:
Accrued liabilities		4,270			-
Net cash used for operating activities		(24,499	)		(62,828	)

Cash Flows From Financing Activities:
Proceeds from related party loans		24,499			62,828
Net cash provided by financing activities		24,499			62,828

Net Increase In Cash		-			-
Cash At The Beginning Of The Period		-			-
Cash At The End Of The Period	$	-		$	-

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-5

FINOTEC GROUP INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Lvpai Group Limited has been dormant since November 2011. On March 16, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-809716-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company.

On March 17, 2020, Custodian appointed David Lazar as ~~of January 31, 2010~~the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and ~~2009 and the results of its operations and its cash flows for each~~Chairman of the ~~two years~~Board of Directors.

David 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.

On 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.

On January 25, 2021, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Yang Fuzhu consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

Mr. Yang graduated from Jiangsu Vocational College of Electronics and Information (formerly known as Huaiyin Electronic Industry School) in year 1997. Mr. Yang has twenty years’ experience in his career in photography. He established “Red Rose Studio” in 1999, to provide customized photo shooting services such as wedding photo shooting, wedding banquet shooting and portrait photo shooting etc. He is the Founder and Chairman at Haoye Network Information Consultant Limited Company in Wuxi, China from 2009 to the present date, where he was responsible for corporate network system construction, website content optimization, online sales personnel training, online shop system improvement and providing guidance in online industry alliances, etc. From 2011 to the present date, Mr. Yang has served as Founder and Chairman of Lvpai Culture Communication (Shanghai) Company Limited, where he has set up the online platform (“lvpai.com”) as online service marketing provider, providing destination wedding photographer business and city brand name establishment and planning. From 2020 to the present date, Mr. Yang has served as Founder and Chairman of Jiangsu Travel Photography Technology Group Company Limited, where he is responsible for business management and strategic planning.

From 2008 to the present time, Mr. Yang serves as a member of the council of China Portrait Photography, where he is responsible for integrating the member resource and member training. Mr. Yang’s business leadership and professional photography expertise has, in the ~~period ended~~Company’s estimation, qualified him for his roles as the Company’s President, Chief Executive Officer and Director.

The Company’s accounting year-end is January ~~31, 2010,~~31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of ~~America.~~

	~~/S/ Gvilli & Co.~~
	~~Gvilli &Co.~~
	~~April 25, 2010~~
	~~Casarea, Israel~~

~~FINANCIAL STATEMENTS~~

~~FOR THE YEAR ENDED JANUARY 31, 2010~~

~~Page~~

~~F-2~~	~~Consolidated Balance sheet~~

~~F-3~~	~~Statement of Income~~

~~F-4~~	~~Statement of Stockholders' equity~~

~~F-5~~	~~Statement of cash flow operations~~

~~F-1~~

~~FINOTEC GROUP, INC.~~

~~CONSOLIDATED BALANCE SHEET~~

U.S Dollars

January 31 ,
2010

January 31 ,
2009

(Unaudited) (Audited)

ASSETS

Current Assets
Cash and cash equivalents 7,708,667 5,108,144
Prepaid and other current assets 228,311 472,662
Total Current Assets 7,936,978 5,580,806

Property and Equipment, Net 377,717 599,879
Forward transaction-Hedging - 441,090

Total Assets 8,314,695 6,621,775

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
short term bank credit - 216
Accounts payable and accrued expenses 1,033,675 995,820
Customers deposits 2,904,900 4,924,316
Forward transaction-Customers and Hedging 17,679 27,649
Provision for severance 291,483 261,063
Total current Liabilities 4,247,737 6,209,064

Stockholders' Equity
Common stock, $0.001 par value, 300,000,000 shares authorized,
121,030,936 shares issued and outstanding
121,031 92,098
Treasury stock
Additional paid-in capital 13,223,250 5,858,059
Foreign currency translation adjustment (678,876 ) (732,344 )
Retained earnings (8,598,447 ) (4,805,102 )
Total Stockholders' Equity 4,066,958 412,711
Total Liabilities and Stockholders' Equity 8,314,695 6,621,775

See accompanying notes to consolidated financial statements.

~~F-2~~

~~FINOTEC GROUP, INC.~~

~~CONSOLIDATED STATEMENT OF OPERATIONS~~

Year ended
Jan 31 Jan 31
2010 2009
U.S Dollars

Revenues
Net (losses) gain from foreign currency future operations 2,797,619 2,641,116
Consulting 2,145 5,746

Total Revenues 2,799,764 2,646,862

Operating Expenses
General and Administrative 422,056 798,571
Salaries 2,275,840 2,948,013
Rent and office 532,982 255,054
Research and Development 628,429 308,935
Technology and computer 336,617 859,896
Bonuses & cash back-with holding 0 132,941
Marketing 670,287 1,608,866
Professional fees 660,925 710,772
Financial data fees 205,256 232,754
Depreciation 310,708 265,378
Exceptional 0 224,323
Other expense 128,499 570,106
Total Operating Expenses 6,171,598 5,506,569
Operating P&L (3,371,835 ) (2,859,707 )

Financing Expenses
Interest income 1,803 79,300
Finance Charges (159,840 ) (460,615 )
Financing P&L (158,037 ) 31,366

Net  Income (Loss) (3,529,872 ) (5,741,835 )

Weighted average number of shares outstanding
  Basic 103,876,381 73,197,381
  Diluted 130,120,823 89,941,246

Net Income per common share- Basic $ -0.03 $ -0.08
Net Income per common share - diluted $ -0.03 $ -0.06

See accompanying notes to consolidated financial statements.

~~F-3~~

~~FINOTEC GROUP, INC.~~

~~CONSOLIDATED STATEMENT OF CASHFLOWS~~

U.S Dollars
For the year ended January 31 January 31
2010 2009

Cash Flows from Operating Activities
Net Income ( Loss) (3,529,872 ) (6,650,062 )

Adjustment to reconcile Net Loss to
Net cash Used in Operating Activities
Depreciation 263,680 265,378
Loss on sold assets 19,593

Changes in Operating Assets and Liabilities
Decrease (increase) in prepaid and other current assets 244,351 (179,098 )
Increase in accrued expenses 37,854 424
Decrease in other current liabilities 50,246
Increase in accrued severance payable 30,420 72,905
Increase (decrease) in receivable forward Clients Trs 441,090 (86,990 )
Increase (decrease) in payable forward Hedging Trs/option (9,970 ) (518,929 )
Decrease (increase) in marketable securities 0 486,151
Increase (decrease) in customers Deposits (2,019,416 ) (1,227,439 )
Net cash provided by (used in) Operating Activities (4,541,863 ) (7,767,822 )

Cash Flows from Investing Activities
Purchase of fixed Assets (41,519 ) (170,660 )
Selling of fixed Assets 33,957
Net cash provided by Investing Activities (41,519 ) (136,703 )

Cash Flows from Financing Activities
Short term bank credit (216 ) (22,277 )
Proceeds from treasury shares
Stock issuance 7,394,124 4,490,400
Net cash provided by (used in) Financing Activities 7,393,908 4,468,123

Effect of Foreign Currency Translation (210,006 ) (591,045 )

Net increase (decrease) in Cash and Cash Equivalent 2,600,523 (4,027,447 )

Cash and Cash Equivalents- beginning of year 5,108,144 9,135,591

Cash and Cash Equivalents- Ending 7,708,667 5,108,144

~~F-4~~

~~FINOTEC GROUP, INC.~~

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY~~

Common Stock
Shares Amount Additional
Paid in
capital Deficit
Accumulated Accumulated
Other
Comprehensive
income Treasury
Stock Total

Balance at January 31, 2008 65,516,224 65,516 1,545,378 1,844,960 (159,916 ) (156,513 ) 3,139,425

Net Income (Loss) (6,650,062 ) (6,650,062 )

Shares issued from Treasury Stock 156,513 156,513
New shares issuing 21,205,601 21,206 4,312,681 4,333,887

Foreign currency translation (572,428 ) (572,428 )

Balance at January 31, 2009 86,721,825 86,722 5,858,059 (4,805,103 ) (732,344 ) 0 407,335

Net Income (Loss) (3,529,872 ) (3,529,872 )

New shares issuing 3,200,000 3,200 396,800 400,000
New shares issuing 11,111,111 11,111 1,988,889 2,000,000
New shares issuing 2,780,000 2,780 692,220 695,000
New shares issuing 8,000,000 8,000 1,992,000 2,000,000
New shares issuing 9,218,000 9,218 2,295,282 2,304,500
Total issued : 34,309,111

Foreign currency translation (263,473 ) 53,468 (210,005 )

Balance at January 31, 2010 121,030,936 121,031 13,223,250 -8,598,448 -678,876 0 4,066,958

~~F-5~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

1.	~~Description of~~
	~~Business~~	Finotec Group, Inc. (“Finotec, Inc.), a Nevada corporation, is principally engaged, through its wholly-owned subsidiaries, in offering foreign currency market trading to professionals and retail clients over its web-based trading system.

		~~Shares in Finotec began trading on the Over the Counter Bulletin Board listings. (OTCBB: FTGI).~~

		Finotec Group's United Kingdom subsidiary, Finotec Trading UK, Limited, has been authorized by the UK’s Financial Services Authority (FSA) to act as a Market Maker, as defined by the FSA, in the United Kingdom. As of November 9, 2007, Finotec Trading UK, Limited, is approved by the FSA as a Market Maker and Principal, and thus Finotec Trading UK, Limited, may now offer UK clients certain regulated investment instruments such as Commodity Futures, Commodity options and options on commodity futures, Contract for Differences, Futures, Options, Rights to or interests in investments, Rolling spot Forex contracts, and Spread Bets.

	~~Risk Management~~
		~~These Finotec Group activities give rise to risks which are monitored and managed as follows:~~

		~~Credit risk~~
		Clients are required to deposit cleared funds as margin before they can trade. If the client margin falls below the minimum required to maintain a position, they will be notified that they are on margin call and can only reduce their positions or provide additional funds. At any time the client is on margin call, the company may, at its discretion, liquidate some or all of that client's positions in order to bring them back into line with their margin requirements.

		The company also has potential credit risk exposure to market counterparties with which it hedges and with banks. The company has a defined risk appetite for exposure to each market counterparty and bank to which it has credit exposure.

		~~Liquidity risk~~
		~~The company has significant net cash balances as at the balance sheet date and continually monitors its capital adequacy.~~

		~~Foreign currency risk~~
		~~The company has financial instruments which are denominated predominantly in US dollars. The gains and losses arising from the company's exposure are recognised in the profit and loss account.~~

		~~Market price risk~~
		~~Market risk arises from open contracts with customers and counterparties. Exposure to market risk is closely monitored in accordance with limits and reduced through hedging.~~

~~F-6~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

2.	~~Summary of Significant Accounting Policies~~

	~~Principles of~~
	~~Consolidation~~	The consolidated financial statements include the accounts of Finotec Inc. and its wholly owned subsidiaries, Finotec Trading, Inc. (“Finotec Trading”) and its owned subsidiaries Finotec Trading Cyprus Ltd. Finotec USA Inc., Finotec Trading UK Ltd, and Finotec Group Inc 99.7% owned subsidiary, FinoLogic formerly Forexcash Global Trading Ltd. (“FinoLogic”) (collectively referred to as the “Company”, unless otherwise indicated). All material inter company transactions and balances have been eliminated in consolidation.

		Since the liabilities of Finologic exceed its assets, and the owner of the 0.3% minority interest has no obligation to supply additional capital, no minority interest has been recorded in the consolidated financial statements.


	~~Fixed Assets~~	Fixed assets are stated at cost, less accumulated depreciation. Office furniture and equipment are depreciated using the straight-line method over seven years. Computer equipment and software are depreciated using the straight-line method over three years. Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life or the life of the lease. Repairs and maintenance costs are expensed as incurred.
		Costs of software acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized. Once the software is placed in service, the costs are amortized over the estimated useful life.

	~~Cash and Cash~~
	~~Equivalents~~	~~The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.~~

	~~Revenue recognition~~
		Finotec acts as a market maker for its customers based on the prices traded in the inter bank market, and recognizes a loss or revenue both when customers close transactions in foreign currencies and also on the open customer positions showing gain or loss. When there is no Compensation inside the system with its customers, Finotec turns to other institutions to clear the contracts and recognizes a loss or revenue from actions in derivative financial instruments.

	~~Income Taxes~~	Deferred taxes are determined based on the differences between financial reporting and tax basis of assets and liabilities, and are estimated using the tax rates and laws in effect when the differences are expected to reverse. A valuation allowance is provided based on the weight of available evidence, if it is considered more likely than not that some portion of or all of, the deferred tax assets will not be realized.

~~F-7~~

~~INOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~2.Summary~~assets and the satisfaction of ~~Significant Accounting Policies (Continued)~~

~~Use of Estimates~~	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.


~~Translation of Foreign~~
~~Currencies~~	Finologic Ltd. Fino Consulting Ltd and Finotec Trading Cyprus Ltd, Finotec Trading UK Ltd and are operated primarily in local currencies, which represent the functional currencies of those subsidiaries. Forexcash Ltd, Finotec Trading UK Ltd and Finotec Trading Cyprus Ltd encompass substantial part of the Company's operations. All assets and liabilities of Finologic Ltd. Fino Consult Ltd, Finotec Trading Cyprus Ltd and Finotec Trading UK Ltd were translated into U.S. dollars using the exchange rate prevailing at the balance sheet date, while income and expense amounts were translated at average exchange rates during the year. Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.


~~Fair Value of Financial~~
~~Instruments~~	~~SFAS No. 107,~~ ~~Disclosures About Fair Value of Financial Instruments~~, requires disclosure of the fair value of certain financial instruments. The carrying value of financial instruments, which include cash and cash equivalents, loans payable, customer deposits and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. The carrying value of the Company’s note receivable approximates its fair value based on management’s best estimate of future cash collections.

~~Earning Per Common~~
~~Share~~	Basic earnings per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income (loss) by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all stock options. The dilutive effect of stock options was not assumed for the years ended January 31, 2010 and 2009, because the effect of these securities is anti-dilutive.

~~F-8~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Derivative Financial~~
~~Instruments~~	~~The Company follows SFAS No. 133,~~ ~~Accounting for Derivative Instruments and Hedging Activities~~, and its related amendments to account for its derivative transactions. The Company accounts for its forward foreign currency exchange contracts as derivative financial instruments. The Company uses derivative instruments as part of its asset/liability management activities to meet the risk management needs of its clients as part of its trading activity for its own account. These derivative financial instruments are carried at fair value, with realized and unrealized gains and losses included in net gain from foreign currency future operations.

	A summary of significant accounting policies is included in Note 2 to the accompanying financial statements. We believe that the application of these policies on a consistent basis enables our company to provide useful and reliable financial information about the company's operating results and financial condition. The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results may differ from those estimates.

	We account for stock options issued to employees in accordance with the provisions of SFAS No. 123(R), "Share-Based Payment". In December 2004, the FASB issued SFAS No. 123(R) which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share based compensation arrangements based on the grant date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance based awards, share appreciation rights and employee share purchase plans.

	In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB107". SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS123. Effective January 1, 2007, we fully adopted the provisions of SFAS No . 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the excess of the current market price of the underlying stock over the exercise price. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. We apply this statement prospectively. The valuation of such share based payments requires significant judgment. We exercise our judgment in determining the various assumptions associated with the associated share based payments as well as the expected volatility related to their fair value. We base our estimate of the share based payments on our interpretation of the underlying agreements and historical volatility of our stock price.

~~F-9~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~3. Other accounting policies (continued)~~

	We account for our investment in equity securities pursuant to Statement of Financial Accounting Standards ("SFAS") No.115. This standard requires such investments in equity securities that have readily determinable fair values be measured at fair value in the balance sheet and that unrealized holding gains and losses for investments in available for sale equity securities and investments in trading equity securities be recorded as a component of stockholders' equity and statement of operations, respectively. Furthermore, it provides that if factors lead us to determine that the fair value of certain financial instruments is impaired, that we should adjust the carrying value of such investments to its fair value. Marketable securities consist principally of corporate stocks. Management has classified the Company’s mark etable securities as available for sale securities in the accompanying consolidated financial statements.


~~Marketable Securities~~	Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in interest income. Gains and losses, both realized and unrealized, are measured using the specific identification method. Market value is determined by the most recently traded price of the security at the balance sheet date. As of January 31, 2010 the market value of the security equals its cost.


~~4. Advertising Expense~~	The Company expenses advertising costs as incurred. Advertising expenses included in the profit and losses in the total amount of Marketing for the years ended January 31, 2010 and 2009 amounted to $670,387 and $1,608,866, respectively.

~~F-10~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

5.	~~Property and~~
	~~Equipment~~	~~Consist of the following:~~

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 January 31, ~~2010~~

Estimated
Useful
Life January 31 ,
2010
years (audited)

Computer equipment 3 $ 771,703
Purchased software 3 $ 184,951
Office furniture and equipment 7 $ 518,844
Leasehold improvements 10 $ 0

Total Property and Equipment at Cost $ 1,475,498

Less accumulated depreciation and amortization $ 1,097,781

Property and Equipment - Net $ 377,717

~~6. Related Party~~
~~Transactions/Loans~~	Finotec Inc. is a holding Company which operates via its wholly owned subsidiaries and their subsidiaries. Within the Group there are various inter- company agreements setting out the different undertakings of the companies and the commissions paid in such transactions.

	~~The Company has in place from time to time inter-company loans which are granted at interest rates which the Company believes reflect market conditions at such time.~~

~~F-11~~

~~FINOTEC GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~7.Stockholders’ Equity~~

	On April 30, 2009 the Company entered into a definitive agreement for the sale of 3,200,000 shares of Common Stock at a price of $0.125 per share for a total of $ 400,000. The shares of Common Stock sold in the private placement offering have not been registered and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The offering closed on April 30, 2009.

	On September 2, 2009, the Company entered into definitive agreements for the sale of 17,218,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The summary description of the financing described above does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement filed as an Exhibit hereto. ~~The offering closed on September 2, 2009.~~

	On July 31 2009, the Company entered into a definitive agreement for the sale of 11,111,111 Common Shares at a price of $0.18 per share as well as 2,780,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The transaction closed on July 31st 2009.


~~8.Stock Options~~
	During the year 2007, the Board of Directors of Finotec Group, Inc. (the "Company") approved a resolution to authorise up 18,000,000 shares of Common Stock to make these option grants under the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”) available to be issued the companies employees , excluding any Shareholder with more than xx% of the company. The Board intends that such options have an exercise price per share not less than the market price per share of the Company’s Common Stock. As of January 31, 2010, no options were issued to the employees. ~~During the year 2010, 2,000,000 shares have been approved for issue to the employees.~~

	~~In summary, the Company has issued Common shares and Warrants as follows (excluding the above plan):~~

2010 2009
Common Shares Issued 121,030,936 86,721,825
Warrants Issued 27,244,442 25,244,442
Total 148,275,378 111,966,267

2022 the Company had negative retained earnings of 19,655,820.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Prior to January 25, 2021 when a change of control in the Company occurred, the Company had been being funded by David Lazar who extended interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

~~The warrants are exercisable at an average of 38 cents per share.~~

F-6

~~F-12~~

~~FINOTEC GROUP, INC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities, the liability for the excess share issuance, and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended April 30, 2020 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On January 31, 2022, and January 31, 2021, the Company’s cash equivalents totaled $0 and $0, respectively.

Income taxes

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

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

~~Derivative Financial~~F-7

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

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

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

Stockholders’ Equity and Accrued Liability Excess stock Issuance

The Company has authorized 103,103shares of Common Stock with a par value of $0.001. As of January 31, 2022, and January 31, 2021, respectively, there were 103,103shares of Common Stock issued and outstanding, respectively. On March 1, 2021, the Company issued 20,000,000 shares of preferred stock with a par value of $0.001.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments of January 31, 2022, and 2021.

	~~Instruments~~	Derivative financial instruments consist of the Company’s forward foreign exchange currency contracts, which are agreements to exchange specific amounts of currencies at a future date, at a specific rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange risk management needs of the Company’s clients.
		The major risk associated with this instrument is that foreign exchange rates could change in an unanticipated manner, resulting in a loss in the underlying value of the instrument. The Company mitigates this risk by using hedging techniques that limit the exchange rate exposure. As the Company accounts for the foreign exchange contracts as fair value hedges (per FASB No. 133), all gains and losses are recognized in earnings and the fair value of the instruments are reported as other assets/liabilities on the consolidated balance sheet.
	F-8

10	~~Legal Proceedings.~~
		~~In the normal course of business,~~ a few Finotec clients have claims for alleged trading profits or losses that these clients are considered to due to them. The current amounts in question are in no more than US$ 200,000. Finotec’s view is that there is in-sufficient basis for these claims

		~~Management does not expect any of these claims to have a material effect on the Company's financial position or results of operations.~~



~~11.~~	~~Commitments~~	~~FinoLogic Ltd, Finotec Trading (Cyprus) Ltd and Finotec Trading UK Ltd lease their offices space facilities with a lease period of two to three years.~~
		~~Rent expense included in the profit and losses in the total amount of Selling, General and Administrative for the years ended January 31, 2010 and 2009 amounted to $532,982 and $255,054 respectively.~~


~~12.~~	~~Income Taxes~~	Realization of the future tax benefits related to the deferred tax assets is dependent on many factors including the Company’s ability to generate taxable income within the net operating loss carry forward period. The Company has provided a valuation allowance for the full amount of its net deferred tax assets due to the uncertainty of generating future profits that would allow for the realization of such deferred tax asset.


~~13.~~	~~Subsequent Events~~	~~See Note 10 regarding legal proceedings.~~

~~F-13~~

~~PART III~~

~~Item 8. Changes in and Disagreements with Accountants on Accounting and~~

~~Financial Disclosure.~~

~~There have been no changes in or disagreements with~~

NOTE 4 –NOTES PAYABLE-RELATED PARY

Mr. Yang Fuzhu, the ~~Company's accountants on accounting and financial disclosure for~~principal member of the Company’s Court-appointed custodian is considered a related party. During the year ended January 31, ~~2010.~~2022, he extended $24,499 in interest free demand loans to the Company.

NOTE 5 – COMMON STOCK

Effective on March 8, 2021, the Company has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-3000 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Company’s prior to the Reverse Stock Split, there were 300,134,005 shares of common stock issued and outstanding. As a result of the Reverse Stock Split, the Company has 103,103 shares of common stock issued and outstanding. The par value remains unchanged at $0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value. All share and per share amount in the accompanying financial statement for the prior period have been retroactively adjusted to reflect the Reverse Stock Split.

NOTE 6 – SUBSEQUENT EVENTS

Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

There was no event that management deemed necessary for disclosure as a material subsequent event.

F-9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable

~~Item 8A~~ ~~Controls and Procedures.~~

~~(a)~~

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ~~Procedures~~

~~Management~~Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the ~~Company, with~~Exchange Act) that is designed to ensure that information required to be disclosed by us in the ~~participation of~~reports that we file or submit under the ~~Chief Executive Officer~~Exchange Act is recorded, processed, summarized, and reported, within the ~~Chief Financial Officer, evaluated~~time periods specified in the ~~effectiveness of the design~~Commission’s rules and ~~operation of the Company’s disclosure~~forms. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of January 2010. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer has concluded that the certain of Company’s disclosureinclude, without limitation, controls and procedures ~~are not effective~~designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as ~~of January 31, 2010. There are material weaknesses in internal control over financial reporting as described below.~~

~~(b)~~ appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

~~Management of the Company~~.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in ~~Rule~~Rules 13a-15(f) ofand 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures 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 financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

A material weakness represents a significant deficiency (as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 5), or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~Management conducted an assessment of~~

Our management assessed the effectiveness of ~~the Company’s~~our internal control over financial reporting based on the parameters set forth above and has concluded that as of January 31, ~~2010 based on the framework published by the Committee of Sponsoring Organizations of the Tread way Commission,~~ ~~Internal Control — Integrated Framework.~~ ~~Management has identified the following material weaknesses in the Company’s~~2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

	●	The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

	●	The Company does not have an independent board of directors or an audit committee.

	●	The Company does not have written documentation of our internal control policies and procedures.

	●	All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There have been no change in our internal control over financial reporting during the year January 31, ~~2010.~~

~~Material weaknesses identified in Finotec Group, Inc are as follows:~~

2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

~~Audit Committee, Internal Audit and Entity Level Controls:~~

~~The Audit Committee is not fully active.~~17

~~The internal controller /audit function is not fully active.~~

Management does perform a periodic check of the access rights of all users to ensure that their access is suitable to their positions and functions. Segregation rights still need be further fine-tuned.

~~Remediation Plan:~~

~~The Audit Committee will be fully activated.~~

~~The Company has appointed an internal controller / auditor who have commenced a review and enforcement of the required tasks. .~~

~~The CFO will extract from the information system an access list for all employees and ensure that each function, screen and field is suitable to the employee's job description.~~

~~The CFO will ensure that the access rights are adequately segregated.~~

~~Information Technology:~~

The Company does have adequate permission and access right tables specifying group authorizations. Some employees have more authorizations than their role definition. There is no authorization procedure.

~~The Company does have password complexity procedure. User passwords require complexity, and there is a requirement for password change.~~

~~No adequate formal system development, acquisition and program change policies and procedures exist for development/acquisitions of new systems and changes to existing systems.~~

~~The developers have access to the production.~~

~~Remediation Plan:~~

~~The Company will continue to examine and minimize user rights and will prepare permissions table and access rights that includes group permissions and prepare access to programs and data procedures.~~

~~The Company will update "Access to Programs and Data" procedure. Passwords to the database will be managed.~~

~~The Company will write a methodology for system development, acquisitions and change management.~~

~~The Company will prevent the developers from accessing the production environment.~~

~~Item 9. Directors, Executive Officers, Promoters, and Control Persons.~~

~~The officers of the Company are as follows:~~

~~NAME~~	~~POSITION(S)~~	~~TERM OF OFFICE~~
~~Didier Essemini (38)~~	~~President, Director~~	~~1 year~~
~~Guy Senbel (57)~~	~~Secretary, Director~~	~~1 year~~
~~Gil Ovadia (44)~~	~~Director~~	~~1 year~~
~~Phillip Laurent Levy (46)~~	~~Director~~	~~1 year~~
~~Vacant~~	~~Director~~	~~1 year~~

~~Didier Essemini~~

Mr. Essemini is the President and a Director for the Company. Mr. Essemini graduated from the Sorbonne University in Paris with an MBA. He worked at Bank Hapoalim in Israel from 1994 to 1998. In 1998 Mr. Essemini started a brokerage company and implemented a front end internet solution for currency trading known as "Forexcash". Today Forexcash is a fully owned subsidiary of the Company.

~~Guy Senbel~~

~~Mr. Senbel is the Secretary and a Director for the Company. Mr. Senbel was President of the holding company of BS Decoration. Mr. Senbel attended University in France.~~

~~Gil Ovadia~~

Mr. Ovadia is a director of the Company. Mr. Ovadia graduated with degrees in Law & Economics from Keele University (UK). Mr. Ovadia has worked as a Solicitor in London for the last 12 years. Mr. Ovadia founded Silvergate Management Ltd. a property and financial services company which provides property and corporate management services.

~~Philip Laurent Levy~~

Mr. Levy is a serial entrepreneur who successfully founded and ran eleven companies in the past two decades, in France, Belgium, Monaco, and Turkey. He has extensive experience in finance, business development and IT. He is currently CEO of B-Wide Business, a VC fund and consulting firm that assists young Israeli companies in funding and management to turn them into global players. Mr. Levy holds an MBA from Sorbonne University in Paris, where he completed the curriculum for a Ph.D. in information systems.

~~Code of Conduct~~

~~The Company has adopted a Code of Conduct for its employees which will be made available, without charge, upon written request to~~ ~~ir@finotec.com~~.

PART III

ITEM 10. ~~MANAGEMENT REMUNERATION~~

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the ~~compensation paid during~~names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the ~~fiscal year ended January 31, 2010,~~Board and their terms of office are, except to the ~~Company's~~extent governed by employment contract, at the discretion of the Board.

Name		Age		Positions
Yang Fuzhu		46		Director, Chief Executive Officer, Treasurer, and Secretary

Yang Fuzhu has been our Chief Executive Officer since January 25, 2021. Mr. Fuzhu also serves as our 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.

From 2008 to the present time, Mr. Yang serves as a member of the council of China Portrait Photography, where he is responsible for integrating the member resource and member training. Mr. Yang’s business leadership and professional photography expertise has, in the Company’s estimation, qualified him for his roles as the Company’s President, Chief Executive Officer and ~~each~~Director.

With only one director, the Board’s role is limited to those matters required by law to be approved by the Board. Accordingly, the general oversight role is inapplicable.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the ~~Company's officers~~Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee

We do not have any committees of the Board as we only have one director.

Director Independence

We do not currently have any independent directors. NoWe evaluate independence by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and Board Chairman positions since one person is our sole officer and director.

Code of Ethics

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the date of this Report, our sole director is also our Chief Executive Officer.

Delinquent Section 16(a) Reports

None.

ITEM 11. EXECUTIVE COMPENSATION

We did not pay any compensation to our Chief Executive Officers (the “Named Executive Officers”) during the fiscal years.

Named Executive Officer Employment Agreements

None.

Termination Provisions

As of the date of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

Outstanding Equity Awards at Fiscal Year End

As of January 31, 2022, none of our Named Executive Officers held any unexercised options, stock that have not vested, or other ~~person received~~equity incentive plan awards.

Director Compensation

To date, we have not paid our director any compensation ~~equal to~~for services on our Board.

Equity Compensation Plan Information

The Company does not have any securities authorized for issuance or ~~exceeding $100,000 in fiscal 2010.~~outstanding under an equity compensation plan or equity compensation grants made outside of such a plan.

Annual Compensation Awards Payouts

Name Position Salary Bonus Other annual
compensation Restricted
Stock
Option
Awards Securities
underlying
options/SAR LTIP
Payout
$ $ $ $ # $
Didier Essemini President , Director 307,000 0 0 0 0 0
Guy Senbel Director 0 0 0 0 0 0
Director 0 0 0 0 0 0
Phillip Laurent Levy Director 0 0 0 0 0 0
Vacant Director 0 0 0 0 0 0

~~Item 11.~~

ITEM 12. SECURITY OWNERSHIP OF ~~MANAGEMENT AND~~ CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information ~~known to the Company~~ regarding ~~the~~ beneficial ownership of the Company’s Common Stock as of January 31, ~~2010,~~2022, by (i) each ~~Director~~person who is known by the Company to own beneficially more than 5% of any classes of outstanding Common Stock, (ii) each director of the Company, ~~(ii)~~(iii) each ~~executive officer~~ of the ~~Company, (iii)~~Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a ~~group, and (iv)~~group. Unless otherwise specified in the notes to this table, the address for each person ~~known to the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock.~~

~~Shares Beneficially Owned~~

~~(1) Percentage of ownership~~is 50 West Liberty Street, Suite 880 Reno, NV 89501. The information provided is based ~~on 121,030,936 shares of~~upon 103,103 Common ~~Stock~~Shares issued and outstanding as of ~~January 31, 2010. This % does not include Options.~~

Directors and Executive Officers Shares Warrant Owned (1)

Didier Essemini 34,075,983 28.2%
Guy Senbel 2,032,650 1.7%
Gil Ovadia 100,000
Phillip Laurent Levy 4,933,333 8,666,666 4.1%

Total Directors 41,041,966 8,766,666 33.9%

~~BENEFICIAL OWNERS OF OVER 5%~~

Shares Warrants Owned (1)
Miranda Handling Ltd 11,111,111 0 9.2%
Jacob Mizrachi 10,780,000 0 8.9%
Inter Dealer Specialist Risk Arbitrage Markets Inc. 9,218,000 0 7.6%
Tableland 7,222,222 2,888,888 6.0%
Gan Paradis 6,115,000 0 5.1%

~~3,057,500~~the date of ~~Didier Essemini 34,075,983 shares consist of his 50% ownership of Gan Paradis Ltd.~~

~~Item 12.~~this Report.

Class of Shares	Name and Address	# of Shares			% of Class
Preferred	Yang Fuzhu, Chief Executive Officer and Director 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036		10,000,000	(1)(2)		86.95	%

Common

Common	All Officers and Directors as a Group (1 persons)

Common	Other 5% Shareholders

Common	Didier Essemini		10,340			10.03	%

Common	Yedidya Capital Group Inc.		59,068			57.29	%

(1)	Mr. Yang is the only officer and director of our Company

(2)	Mr. Yang holds 10,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 200 shares of common stock. The ownership percentage assumes the Preferred Stock is converted to common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

~~TRANSACTIONS WITH MANAGEMENT~~ AND ~~OTHERS~~

~~There have been no~~DIRECTOR INDEPENDENCE

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

BF Borgers CPA PC served as our independent auditors for the fiscal years ended January, 2022 and 2021.

The following table shows the fees paid or accrued for the audit and other ~~material transactions, series of similar transactions, or currently proposed transactions, to which~~services provided by our independent auditors for the years ended:

	January 31,		January 31,
	2022		2021
Audit fees	$	10,800	$	8,100
Tax fees		-		-
All other fees:		-		-
Total fees paid or accrued to our principal accountant	$	10,800	$	8,100

Our current auditor, BF Borgers CPA PC, an independent registered public accounting firm that is headquartered in Lakewood, CO, is a firm registered with the U.S. Public Company ~~was or~~Accounting Oversight Board (the “PCAOB”), and is ~~to be a party, in which~~required by the ~~amount involved exceeds $60,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent~~laws of the ~~Company's Common Stock, or any member~~U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the ~~immediate family~~U.S. and professional standards. BF Borgers CPA PC has been subject to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of ~~any of the foregoing persons, had a material interest.~~having been unable to inspect or investigate completely.

~~Item 13.~~

PART IV

ITEM 15. EXHIBITS AND FINANCIAL ~~STATEMENTS~~STAATEMENT SCHEDULES ~~AND REPORTS ON FORM 8-K~~

~~(a) All required~~

The following exhibits are ~~incorporated herein by reference from the Company's Form 10K- and Amendments thereto.~~filed as part of this Annual Report.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)				Filed
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002				Filed
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 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)

SIGNATURES

~~Pursuant to~~

In accordance with the requirements of ~~Section 13 or 15(d) 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 (FORMERLY KNOWN AS FINOTEC GROUP, INC.)

Dated: May 19, 2022	By:	/s/ Yang Fuzhu
		Yang Fuzhu
		Former Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

~~DATE: April 30, 2010~~	~~By:~~ ~~/s/ Didier Essemini~~
	~~Didier Essemini~~
	~~President~~22

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated.~~

~~Signature~~	~~Title~~	~~Date~~


~~/s/ Didier Essemini~~
~~Didier Essemini~~	~~President, and a Director~~	~~April 30, 2010~~

~~/s/ Guy Senbel~~
~~Guy Senbel~~	~~Secretary and a Director~~	~~April 30, 2010~~

~~/s/ Gil Ovadia~~
~~Gil Ovadia~~	~~Director~~	~~April 30, 2010~~

~~/s/~~
~~Phillip Laurent Levy~~	~~Director~~	~~April 30, 2010~~

~~Finotec Group, Inc.~~	Name of each exchange on which registered
~~(Exact name of registrant as specified in its charter)~~None		LVPA		N/A

	~~Nevada~~	~~76-0251547~~
	~~(State or other jurisdiction of~~	~~(IRS Employer~~
	~~Incorporation or Organization)~~	~~Identification No.)~~

~~Large accelerated filer~~	o	~~Accelerated filer~~	o
~~Non-accelerated filer~~ ~~(Do not check if a smaller reporting company)~~	o	~~Smaller reporting company~~	x

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

~~PAGE~~	PART I

Item ~~1. Organization and~~1	Description of Business	31

Item ~~2. Properties~~1A	21Risk Factors	3

Item ~~3. Legal Proceedings~~1B	21Unresolved Staff Comments	11

Item ~~4. Submission of Matters to a Vote of Security-Holders~~2	21Properties	11

~~PART II~~Item 3	Legal Proceedings	11

Item 5. 4	Mine Safety Disclosures	11

	PART II

Item 5	Market for ~~the Registrant's~~ Common ~~Stock~~Equity and Related Stockholder Matters	2212

Item ~~6. Management's~~6	Selected Financial Data	13

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2313

Item 7. 7A	Quantitative and Qualitative Disclosures About Market Risk	15

Item 8	Financial Statements and Supplementary ~~Data(Included in Item 14)~~Data	2616

~~PART III~~Item 9

~~Item 8.~~ Changes in and Disagreements ~~with~~With Accountants on Accounting and Financial Disclosure	2717

Item ~~8A.~~ 9A	Controls and Procedures	?17

Item 9. 9B	Other Information	17

	PART III

Item 10	Directors, ~~and~~ Executive Officers, ~~of the Registrant~~and Corporate Governance	2918

Item ~~10. Management Remuneration~~11	30Executive Compensation	19

Item ~~11.~~ 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3020

Item ~~12.~~ 13	Certain Relationships and Related Transactions, and Director Independence	3120

~~PART IV~~Item 14	Principal Accountant Fees and Services	20

~~Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K~~	32PART IV

Item 15	Exhibits and Financial Statement Schedules	21

2009
	High	Low
First Quarter	0.41	0.10
Second Quarter	0.35	0.11
Third Quarter	0.31	0.10
Fourth Quarter	0.17	0.07


2008
	High	Low
First Quarter	1.01	0.65
Second Quarter	0.85	0.26
Third Quarter	0.90	0.20
Fourth Quarter	0.52	0.15

		U.S Dollars
		January 31 , 2010			January 31 , 2009
		(Unaudited)			(Audited)

ASSETS

Current Assets
Cash and cash equivalents			7,708,667			5,108,144
Prepaid and other current assets			228,311			472,662
	Total Current Assets		7,936,978			5,580,806

Property and Equipment, Net			377,717			599,879
Forward transaction-Hedging			-			441,090

	Total Assets		8,314,695			6,621,775


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
short term bank credit			-			216
Accounts payable and accrued expenses			1,033,675			995,820
Customers deposits			2,904,900			4,924,316
Forward transaction-Customers and Hedging			17,679			27,649
Provision for severance			291,483			261,063
	Total current Liabilities		4,247,737			6,209,064

Stockholders' Equity
Common stock, $0.001 par value, 300,000,000 shares authorized,
121,030,936 shares issued and outstanding			121,031			92,098
Treasury stock
Additional paid-in capital			13,223,250			5,858,059
Foreign currency translation adjustment			(678,876	)		(732,344	)
Retained earnings			(8,598,447	)		(4,805,102	)
	Total Stockholders' Equity		4,066,958			412,711
	Total Liabilities and Stockholders' Equity		8,314,695			6,621,775

See accompanying notes to consolidated financial statements.

	Year ended
	Jan 31			Jan 31
	2010			2009
	U.S Dollars

Revenues
Net (losses) gain from foreign currency future operations		2,797,619			2,641,116
Consulting		2,145			5,746

Total Revenues		2,799,764			2,646,862

Operating Expenses
General and Administrative		422,056			798,571
Salaries		2,275,840			2,948,013
Rent and office		532,982			255,054
Research and Development		628,429			308,935
Technology and computer		336,617			859,896
Bonuses & cash back-with holding		0			132,941
Marketing		670,287			1,608,866
Professional fees		660,925			710,772
Financial data fees		205,256			232,754
Depreciation		310,708			265,378
Exceptional		0			224,323
Other expense		128,499			570,106
Total Operating Expenses		6,171,598			5,506,569
Operating P&L		(3,371,835	)		(2,859,707	)

Financing Expenses
Interest income		1,803			79,300
Finance Charges		(159,840	)		(460,615	)
Financing P&L		(158,037	)		31,366

Net Income (Loss)		(3,529,872	)		(5,741,835	)

Weighted average number of shares outstanding
Basic		103,876,381			73,197,381
Diluted		130,120,823			89,941,246

Net Income per common share- Basic	$	-0.03		$	-0.08
Net Income per common share - diluted	$	-0.03		$	-0.06

See accompanying notes to consolidated financial statements.

	U.S Dollars
For the year ended	January 31			January 31
	2010			2009

Cash Flows from Operating Activities
Net Income ( Loss)		(3,529,872	)		(6,650,062	)

Adjustment to reconcile Net Loss to
Net cash Used in Operating Activities
Depreciation		263,680			265,378
Loss on sold assets					19,593

Changes in Operating Assets and Liabilities
Decrease (increase) in prepaid and other current assets		244,351			(179,098	)
Increase in accrued expenses		37,854			424
Decrease in other current liabilities					50,246
Increase in accrued severance payable		30,420			72,905
Increase (decrease) in receivable forward Clients Trs		441,090			(86,990	)
Increase (decrease) in payable forward Hedging Trs/option		(9,970	)		(518,929	)
Decrease (increase) in marketable securities		0			486,151
Increase (decrease) in customers Deposits		(2,019,416	)		(1,227,439	)
Net cash provided by (used in) Operating Activities		(4,541,863	)		(7,767,822	)

Cash Flows from Investing Activities
Purchase of fixed Assets		(41,519	)		(170,660	)
Selling of fixed Assets					33,957
Net cash provided by Investing Activities		(41,519	)		(136,703	)

Cash Flows from Financing Activities
Short term bank credit		(216	)		(22,277	)
Proceeds from treasury shares
Stock issuance		7,394,124			4,490,400
Net cash provided by (used in) Financing Activities		7,393,908			4,468,123

Effect of Foreign Currency Translation		(210,006	)		(591,045	)

Net increase (decrease) in Cash and Cash Equivalent		2,600,523			(4,027,447	)

Cash and Cash Equivalents- beginning of year		5,108,144			9,135,591

Cash and Cash Equivalents- Ending		7,708,667			5,108,144

	Common Stock
	Shares		Amount		Additional Paid in capital		Deficit Accumulated			Accumulated Other Comprehensive income			Treasury Stock			Total

Balance at January 31, 2008		65,516,224		65,516		1,545,378		1,844,960			(159,916	)		(156,513	)		3,139,425

Net Income (Loss)								(6,650,062	)								(6,650,062	)

Shares issued from Treasury Stock														156,513			156,513
New shares issuing		21,205,601		21,206		4,312,681											4,333,887

Foreign currency translation											(572,428	)					(572,428	)

Balance at January 31, 2009		86,721,825		86,722		5,858,059		(4,805,103	)		(732,344	)		0			407,335

Net Income (Loss)								(3,529,872	)								(3,529,872	)

New shares issuing		3,200,000		3,200		396,800											400,000
New shares issuing		11,111,111		11,111		1,988,889											2,000,000
New shares issuing		2,780,000		2,780		692,220											695,000
New shares issuing		8,000,000		8,000		1,992,000											2,000,000
New shares issuing		9,218,000		9,218		2,295,282											2,304,500
Total issued : 34,309,111

Foreign currency translation								(263,473	)		53,468						(210,005	)

Balance at January 31, 2010		121,030,936		121,031		13,223,250		-8,598,448			-678,876			0			4,066,958

	Estimated Useful Life		January 31 , 2010
	years		(audited)

Computer equipment		3	$	771,703
Purchased software		3	$	184,951
Office furniture and equipment		7	$	518,844
Leasehold improvements		10	$	0

Total Property and Equipment at Cost			$	1,475,498

Less accumulated depreciation and amortization			$	1,097,781

Property and Equipment - Net			$	377,717

	2010		2009
Common Shares Issued		121,030,936		86,721,825
Warrants Issued		27,244,442		25,244,442
Total		148,275,378		111,966,267

	Annual Compensation		Awards		Payouts


Name	Position	Salary	Bonus	Other annual compensation	Restricted Stock Option Awards	Securities underlying options/SAR	LTIP Payout
		$	$	$	$	#	$
Didier Essemini	President , Director	307,000	0	0	0	0	0
Guy Senbel	Director	0	0	0	0	0	0
	Director	0	0	0	0	0	0
Phillip Laurent Levy	Director	0	0	0	0	0	0
Vacant	Director	0	0	0	0	0	0

Directors and Executive Officers	Shares	Warrant	Owned (1)

Didier Essemini	34,075,983		28.2%
Guy Senbel	2,032,650		1.7%
Gil Ovadia		100,000
Phillip Laurent Levy	4,933,333	8,666,666	4.1%

Total Directors	41,041,966	8,766,666	33.9%

	Shares	Warrants	Owned (1)
Miranda Handling Ltd	11,111,111	0	9.2%
Jacob Mizrachi	10,780,000	0	8.9%
Inter Dealer Specialist Risk Arbitrage Markets Inc.	9,218,000	0	7.6%
Tableland	7,222,222	2,888,888	6.0%
Gan Paradis	6,115,000	0	5.1%