This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under "Risk Factors" in our Form 10-K for the fiscal year ended April 30, 2019, as filed on July 26, 2019. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.





Overview

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

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

The Company is seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified (a "Business Transaction").





Operating Expenses

During the three months ended January 31, 2020 and 2019, we incurred $5,463 and $3,413 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

During the nine months ended January 31, 2020 and 2019, we incurred $18,222 and $15,494 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.





Going Concern

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





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

Management anticipates that fees associated with the foregoing activities, including accounting fees and legal fees, will not exceed $75,000 during the next 12 months, assuming that we do not consummate a Business Transaction. If we identify a target for and pursue a Business Transaction, our costs and expenses could be substantially more.

As of January 31, 2020, the Company has an accumulated deficit of $174,048, this condition, when combined with our lack of revenues, raises substantial doubt about the Company's ability to continue as a going concern. Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible Business Transaction with such company. Management has indicated its intention to fund our operations until we consummate a Business Transaction, though it is not obligated to do so. Alternatively, we may seek to raise capital to finance our operations through the sale of equity. However, there is no assurance of additional funding being available on terms acceptable to us or at all and if we are unable to secure the funds necessary to continue operations, we may cease business operations.

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Management intends to search for a Business Transaction by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential Business Transaction.

We may not have sufficient funds to conduct an exhaustive due diligence evaluation of a potential target business. Management's decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If management identifies a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence) and consummating the Business Transaction, which may cost between $125,000 to $150,000. The time required to select and evaluate a target business and to structure and complete a Business Transaction cannot presently be ascertained with any degree of certainty.

A potentially available Business Transaction may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

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

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

The Company anticipates that the selection of a business combination will be complex and extremely risky. Potential targets include firms seeking either the benefits of a Business Transaction with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with reduced regulatory review through the completion of a Business Transaction with a public reporting company.

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

Liquidity and Capital Resources

As of January 31, 2020, our total assets were $0 and our total liabilities were $149,848 comprised of accounts payable and notes payable to related parties.

Stockholders' equity decreased from $(131,626) as of April 30, 2019 to $(149,848) as of January 31, 2020, due to continued net losses.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended January 31, 2020 and January 31, 2020, net cash flows used in operating activities were $(15,787) and $(19,025) respectively, consisting of net losses in both periods and a change in accounts payable for the nine months ended January 31, 2020.

Cash Flows from Financing Activities

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We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine months ended January 31, 2020 and 2019, net cash from financing activities was $15,787 and $19,025 respectively, consisting of loans from directors.

We suffered recurring losses from operations and have an accumulated deficit of $(174,048) as of January 31, 2020. The Company has no present sources of capital or liquidity. Our management and certain stockholders have indicated their intention to fund our operations by extending loans to us at market rates until we consummate a Business Transaction, though they are not obligated to do so. In the event they do not fund us and we are not able to find outside investors, we will not have the funds necessary to operate and may be required to discontinue operations.

Off-Balance Sheet Arrangements

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

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