UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ~~_______________________to___________________________~~_______________________to_________________________

Commission File Number: 000-54171

LNPR GROUP, INC. (Exact name of Registrant as specified in its charter)

Colorado		26-1381565
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
175 S. Main St., Suite 1220, Salt Lake City, UT		84111
(Address of principal executive offices)		(Zip Code)

5190 Neil Rd, Ste. 430, Reno, NV		89502
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (801) 699-2928

Issuer’s telephone number, including area code: +44 7856 940110

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes ☐☒ No ☒☐ (2) Yes ☒ No ☐

Indicate by check mark whether the registrant ~~has~~ has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐☒ No ☒☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s common stock on ~~November~~May 818, ~~2022~~2023, was 4760,~~985~~062,~~382~~837.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 PART II—OTHER INFORMATION 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 5. Other Information 15 Item 6. Exhibits 15 SIGNATURES 16

PART I—FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II—OTHER INFORMATION	18
Item 6. Exhibits	18
SIGNATURES	19

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LNPR GROUP INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	1,085		$	1,085
Total Current Assets		1,085			1,085
TOTAL ASSETS	$	1,085		$	1,085
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Other payables	$	208,712		$	208,712
Accrued expenses		4,563			10,000
Advance from related party		11,800			–
Total Current Liabilities		225,075			218,712
TOTAL LIABILITIES		225,075			218,712
SHAREHOLDERS’ DEFICIT
Preferred stock, par value $0.10 per share; Authorized 10,000,000 shares, issued and outstanding -0- shares.		–			–
Common Stock, par value $0.001 per share; Authorized 1,000,000,000 shares; Issued and outstanding 47,985,382 and 43,612,837 as of September 30, 2022 and December 31, 2021, respectively.		613,881			609,858
Additional paid-in capital		258,762			258,762
Accumulated deficit		(1,096,632	)		(1,085,897	)
TOTAL SHAREHOLDERS’ DEFICIT		(223,990	)		(217,627	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,085		$	1,085

AS OF MARCH 31, 2023 AND DECEMBER 31, 2022

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


	March 31,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	554,537		$	1,086
Deposit and prepayment		266,000			–
TOTAL ASSETS	$	820,537		$	1,086

LIABILITIES AND SHAREHOLDERS' EQUITY / (DEFICIT)
LIABILITIES
Current liabilities
Accruals and other payables	$	238,197		$	234,112
Amount due to a director		24,910			35,850
TOTAL LIABILITIES		263,107			269,962

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred Stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding -0- shares		–			–
Common Stock, par value $0.001 per share; Authorized 1,000,000,000 shares; Issued and outstanding 47,985,382 and 43,612,837 as of March 31, 2023 and December 31, 2022, respectively		623,631			613,881
Capital paid in excess of par value		1,429,012			258,762
Accumulated deficit		(1,495,213	)		(1,141,519	)
TOTAL SHAREHOLDERS' EQUITY / (DEFICIT)		557,430			(268,876	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	820,537		$	1,086

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

LNPR GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND ~~COMPREHENSIVE~~ COMPREHENSIVE LOSS

~~(Unaudited)~~FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	(Unaudited)
General and administrative expenses	$	(1,800	)	$	(875	)	$	(6,363	)	$	(2,625	)
Operating Expenses:
Total operating expenses		(1,800	)		(875	)		(6,363	)		(2,625	)
General and Administrative	$	(353,694	)	$	(1,800	)
Loss from operations		(1,800	)		(875	)		(6,363	)		(2,625	)
Total Operating Expenses		(353,694	)		(1,800	)
Share-based Compensation		(4,823	)		–			(28,523	)		–
Net Operating Loss		(353,694	)		(1,800	)
Impairment Loss		–			–			–			–
Share-based compensation		–			(23,700	)
Total other income (expense)		(4,823	)		–			(28,523	)		–
Provision for Income Tax		–			–
Loss before Income Tax		(6,623	)		(875	)		(34,885	)		(2,625	)
Net Loss	$	(353,694	)	$	(25,500	)
Provision for income taxes		–			–			–			–
Foreign Currency Translation Adjustment		–			–
Net loss	$	(6,623	)	$	(875	)	$	(34,885	)	$	(2,625	)
Comprehensive Loss	$	(353,694	)	$	(25,500	)
Foreign currency translation adjustment		–			–			–			–
Net Loss Per Common Share - Basic	$	(0.01	)	$	–
Total comprehensive loss	$	(6,623	)	$	(875	)	$	(34,885	)	$	(2,625	)
Net Loss Per Common Share - Diluted	$	(0.01	)	$	–
Net loss per common share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding - Basic		53,546,493			43,531,726
Net loss per common share – diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding - Diluted		53,546,493			43,531,726
Weighted average common shares outstanding basic		44,556,329			43,612,837			44,556,329			43,612,837
Weighted average common shares outstanding diluted		44,556,329			43,612,837			44,556,329			43,612,837

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

LNPR GROUP INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~PERIOD~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

	Number of Common Shares Issued			Common Stock			Capital Paid in Excess of Par Value		Accumulated Deficit			Total
Balance at December 31, 2021		43,612,837		$	609,508		$	258,762	$	(1,085,897	)	$	(217,627	)
Balance at December 31, 2022		47,985,382		$	613,881		$	258,762	$	(1,141,519	)	$	(268,876	)
Cancellation of common stock		(24,150,000	)		(24,150	)		–		24,150			–
Issuance of common stock upon debt conversion		4,000,000			4,000			26,000		–			30,000
Issuance of common stock		285,~~522~~750,~~545~~000			285,~~523~~750			–1,144,250		–			281,~~523~~150,000
Net loss		–			–			–		(34353,~~885~~694	)		(34353,~~885~~694	)
Balance at September 30, 2022		47,985,382		$	613,881		$	258,762	$	(1,096,632	)	$	(223,990	)
Balance at March 31, 2023		57,735,382		$	623,631		$	1,429,012	$	(1,495,213	)	$	557,430

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

LNPR GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(Unaudited)~~FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Net loss	$	(34,885	)	$	(2,625	)
	(Unaudited)
Changes in assets and liabilities:
Net Loss	$	(353,694	)	$	(25,500	)
Share Based Compensation		28,523			–
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued expense and other payable		(5,438	)		2,625
Share Based Compensation		–			23,700
Net cash used in operating activities		(11,800	)		–
Accrued expense and other payable		34,085			1,800
Deposit and prepayment		(266,000	)		–
Cash used in operating activities		(585,609	)		–
Cash flows from financing activities:
Proceeds from sale of common stock		–			–
Proceeds from issuance of common stock		1,150,000			–
Advances from related party		11,800			–
Repayment to a director		(10,940	)		–
Net cash used in financing activities		11,800			–
Net cash from financing activities		1,139,060			–
Net decrease in cash		–			–
Net increase in cash		553,451			–
Effect on changes in foreign exchange rate		–			–
Effects on changes in foreign exchange rate		–			–
Cash at beginning of period		1,085			1,085
Cash at beginning of the year		1,086			1,085
Cash at end of period	$	1,085		$	1,085
Cash at end of the year	$	554,537		$	1,085
Supplemental disclosure information:
Cash paid for income taxes	$	–		$	–
Income taxes paid	$	–		$	–
Cash paid for interest	$	–		$	–
Interest paid	$	–		$	–
Non-cash transactions:
Expenses paid by related parties on behalf of the Company	$	–		$	–
Common stocks issued to shareholder	$	–		$	–

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

LNPR GROUP INC.

~~Notes~~NOTES toTO ~~Condensed~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~September~~FOR ~~30,~~THE ~~2022~~YEARS ENDED

~~Note~~DECEMBER 131, -2022 ~~Organization~~AND 2021

Note 1 – Organization

ORGANIZATION

New Asia Energy, Inc. (formerly known as High ~~Desert~~ Desert Assets, Inc. and previously known as Univest Tech, Inc.), (~~the~~“New ~~"Company"~~Asia Energy”), was incorporated in the State of Colorado on on November 6, 2007. ~~The~~New ~~Company~~Asia Energy was originally formed to develop and market music- based on technology solutions.

On December 1, 2017, the Board of Directors of New ~~the~~Asia ~~Company~~Energy adopted two Amendments to its Articles, changing the name of the ~~Company~~Corporation to “LNPR Group Inc.,” and effectuating a 40:1 reverse split of the ~~Company’s~~ stock of New Asia Energy; the State of Colorado effectuated said changes on December 4, 2017; and on January 17, 2018, FINRA granted effectiveness for said changes and the ticker ~~symbol~~Symbol ~~became~~ “LNPR.”.

~~The~~On ~~objective~~December of24, ~~the~~2018 ~~Company~~Veng ~~was~~Kun toLun ~~seek~~informed ~~and~~LNPR ~~finalize~~Group ~~agreement with a founder or a team the Company deems suitable to execute a new business plan~~Inc. ~~In 2022~~, (the “Company”) ~~specifically~~that ~~sought candidates~~they ~~within~~are ~~the~~resigning AIfrom ~~education~~their ~~industry~~positions ~~and~~as ~~discovered~~directors ~~an experienced founder, Mark Emerson, along with his team, in this industry to procure the personnel~~ and/or ~~development~~officers of ~~an AI-based, English-learning software targeted at Asia with a view to expand to~~ the ~~international market~~Company. OnVeng ~~July~~Kun Lun ~~21,~~decision ~~2022,~~to ~~Mark~~leave ~~Emerson~~did ~~gained~~not ~~majority~~involve ~~control~~any ofdisagreement with the Company ~~and~~on ~~was~~any ~~appointed~~matter asrelating ato ~~director~~its ~~and~~operations, ~~CEO~~policies ofor ~~the Company~~practices.

~~Note~~On 2January -14, ~~Summary~~2019 the Company, by written direction of ~~Significant~~the ~~Accounting~~sole ~~Policies~~Director, appointed as a Director of the Company Joe Grimes which was accepted by Mr. Grimes. Mr. Grimes was also elected as Chief Executive Officer. The change of the officers and directors became effective as of December 24, 2018.

~~This~~On ~~summary~~April of21, ~~significant~~2021, ~~accounting~~Joseph ~~policies is~~Grimes ~~presented~~resigned toas ~~assist~~ the Chairman ~~reader~~of ~~in understanding~~ the ~~Company's~~Board, ~~financial~~President ~~statements. The financial statements~~ and ~~notes are representations of the Company's management~~CEO, ~~which is responsible for their integrity~~ and ~~objectivity.~~appointed ~~These~~Paul ~~accounting~~Falconer ~~policies~~as ~~conform~~Director ~~to generally accepted accounting principles~~ and ~~have been consistently applied in the preparation of the financial statements~~CEO.

On August 13, 2021, the Board appointed Eng Wah Kung as CFO and Nicola Yip as the COO.

Effective July 21, 2022, Paul Falconer resigned as the CEO and director of the Company and Mark Emerson was appointed as the CEO and director.

Effective September 10, 2022, Nicola Yip resigned as the COO and director of the Company.

Note 2 – Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist the reader in understanding the Company's consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the consolidated financial statements.

Critical Accounting Policies and Estimates

BASIS OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, NYCEdutec, LLC (“NYCEdutec”). All significant intercompany transactions and balances have been eliminated.

NYCEdutec is a limited liability company formed in the State of Utah under the Utah state law on October 3, 2022 by the sole member, Mark Emerson who is also the Chief Executive Officer and director of the Company. On November 22, 2022, NYCEdutec issued all of its membership interests to the Company. As a result, NYCEdutec became a wholly-owned subsidiary of the Company.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

BASIS OF PRESENTATION

The accompanying consolidated 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 consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

MANAGEMENT’S REPRESENTATION OF INTERIM FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto as presented in the Company’s Annual Report on Form 10-K.

NET LOSS PER SHARE

The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share ~~reflects~~reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

There were no potentially dilutive instruments ~~outstanding~~ outstanding during the ~~nine~~years ~~months~~ ended ~~September~~March 3031, ~~2022~~2023 and ~~the years ended~~ December 31, ~~2021 and 2020~~2022.

INCOME TAXES

In accordance with ASC 740 - Income Taxes, the ~~provision~~ provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying ~~enacted~~ enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their ~~reported~~ reported amounts on the consolidated financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

The Company expects to recognize the ~~financial~~consolidated financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the ~~position~~ position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the consolidated financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no consolidated financial statement benefit is recognized. As of ~~December~~March 31, ~~2021~~2023 and ~~2020~~December 31, ~~the~~2022, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties.

RELATED PARTIES

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that impact the Company’s operations.

GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business for the 12 months following the date of these ~~financial~~consolidated financial statements. The Company has suffered recurring losses and has working capital deficiency and negative operating cash flows.

These matters, among others, raise substantial ~~doubt~~ doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of equity and/or debt financing to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid temporary cash investment with an original maturity of three months or less to be cash/equivalents.

SHARE-BASED COMPENSATION

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term.

The Company accounts for equity instruments issued in exchange for the receipt of services from employees in the consolidated financial statements based on their fair values at the date of grant. The fair value of awards is amortized over the requisite service period.

~~Note 3 – Movement of Capital~~9

~~Common~~Note 3 – Capital Stock and Share-Based Compensation

AsCOMMON of January 25, 2022, the Company cancelled 23,350,000 common shares for a total consideration of $23,350 and issued 23,700,000 common shares at par value for a total of $23,700 which consisted of 22,000,000 shares of Common Stock to Paul Falconer (the Company’s CEO and the owner of Falconer Family Office (“FFO”) and 1,700,000 shares to FFO for services.STOCK

At formation, the Company was authorized to issue 50,000,000 shares of $0.001 par value common stock.

As of January 1, 2022, the Company had a total of 43,612,837 common stocks issued and paid-up.

As of January 25, 2022, the Company cancelled 23,350,000 common stocks for a total consideration of $23,350 and issued 23,700,000 common shares at par value for a total of $23,700 which consisted of 22,000,000 shares of common stock to Paul Falconer (the Company’s ex-CEO and the owner of Falconer Family Office (“FFO”) and 1,700,000 shares to FFO for services.

On February 23, 2022, the Company entered into a Mutual General Release and Settlement Agreement with Peter Grimes pursuant to which Mr. Grimes agreed to cancel 300,000 shares previously issued to him.

On February 23, 2022, we entered into a Mutual General Release and Settlement Agreement with Kirkland Family Trust pursuant to which the trust agreed to cancel 500,000 shares previously issued to it.

9On July 20, 2022, the Company issued 650,000 common stocks at par value for a total of $650 to Falconer Family Office (HK) Limited, a subsidiary under FFO, for services.

On July 20, 2022, the Company issued 650,000 common shares at par value for a total of $650 to Falconer Family Office (HK) Limited, a subsidiary under FFO, for services.

On July 20, 2022, a total of 4,172,545 shares were issued to the directors of the Company for their services under the 2022 Stock Incentive Plan which was adopted on June 7, 2022.

On July 21, 2022, Mark Emerson purchased 24,472,545 (51%) shares from Paul Falconer in a private sale and gained majority control of the Company. Mr. Falconer has resigned as a director and officer of the Company.

~~Preferred~~On ~~Stock~~January 16, 2023, the Company issued 2,300,000 and 1,700,000 common stocks to Christina Yim and Kao Liang Chi respectively upon a conversion of a debt the Company owed to a related party amounting to $30,000.

There was no movement of preferred stock during the period.

Note 4 – Advance from Related Party

Paul Falconer advanced $11,800 to the Company as of September 30, 2022 for the routine operating expenditure. The advance was unsecured, interest free and payable on demand.

Note 5 – Subsequent event

There were no subsequent events.

On January 24, 2023, the Company issued 750,000 common stocks at par value for a total consideration of $150,000 to an individual shareholder David Park.

On February 28, 2023, the Company issued 5,000,000 common stocks at par value for a total consideration of $5,000,000 to an individual shareholder Jason Kizer.

SHARE-BASED COMPENSATION

The following table summarizes the Company's total share-based compensation expense recognized in operating overhead expense, as applicable:


	March 31, 2023		March 31, 2022

Restricted Common Stocks – shares awards to directors for service	$	–	$	23,700
Total Share-based compensation expense	$	–	$	23,700

As of January 25, 2022, the Company cancelled 23,350,000 common stocks for a total consideration of $23,350 and issued 23,700,000 common stocks at par value for a total of $23,700 which consisted of 22,000,000 shares of common stocks to Paul Falconer (the Company’s ex-CEO and the owner of Falconer Family Office (“FFO”) and 1,700,000 common stocks to FFO for services.

2022 Stock Incentive Plan

The LNPR Group, Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 6,500,000 Common Stock subject to adjustment as to the number and kind of shares. The Stock Incentive Plan authorizes the Company to grant incentive and non-qualified options and to grant restricted stock awards and units of the Company’s Common Stock. The Board of Directors will be the initial administrator of the Stock Incentive Plan and will have the powers and authority set forth in the Stock Incentive Plan to grant options and restricted stock awards.

Note 4 – Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:


	For the Years Ending March 31,
	2023			2022
Net loss attributable to common stockholders	$	(353,694	)	$	(25,500	)
Basic weighted average outstanding shares of common stock		53,546,493			43,531,726
Dilutive effects of common stock equivalents		–			–
Dilutive weighted average outstanding shares of common stock		53,546,493			43,531,726
Net loss per share of common stock - basic and diluted	$	(0.01	)	$	–

Note 5 – Income Taxes

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740.

The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows:

Schedule of deferred tax assets
	March 31, 2023			March 31, 2022

Deferred tax assets:
Net operating loss	$	(353,694	)	$	(25,500	)
Valuation allowance		353,694			25,500
Total deferred tax asset	$	–		$	–

Note 6 – Related Party Transactions

In addition to the information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Company and related party at terms agreed between the parties.

NYCEdutec entered into a Software License Agreement (the “SL Agreement”) with NYC English, LLC (“NYC English”), a Utah limited liability company which is controlled by the Company’s CEO, Mark Emerson. Pursuant to the Agreement, NYCEdutec is required to make (or arrange for) minimum purchases of the Specified Products as set out in SL Agreement.

On January 24, 2023, NYCEdutec entered an Addendum to SL Agreement with NYC English, pursuant to which, NYCEdutec in addition to the purchases of the Specified Products shall pay to NYC English for leasing of the digital asset of the Specified Products and consultancy service on product development to align with the latest business needs. Both parties agreed that the payment of leasing of the digital asset and product consultancy service can be used to fulfill the minimum purchases as set out in the SL Agreement. During the three months ended March 31, 2023, NYCEdutec incurred a leasing expenses of $24,500 and a product consultancy fee of $120,000 (0 nil for both in the three month period March 31, 2022). As of March 31, 2023, NYCEdutec made a lease prepayment of $116,000 to and had an outstanding consultancy fee of $4,000 payable to NYC English (0 nil for both as of December 31, 2022).

Paul Falconer advanced $11,800 to the Company as of March 31, 2023 and December 31, 2022 for the routine operating expenditure. The advance was unsecured, interest free and payable on demand. Paul Falconer was the former Chief Executive Officer and director of the Company.

Mark Emerson advanced $24,910 to the Company as of March 31, 2023 ($35,850 as of December 31, 2022) for the routine operating expenditure. The advance was unsecured, interest free and payable on demand. Mark Emerson is currently the Chief Executive Officer and director of the Company.

Note 7 – Contractual Obligations and Commitments

NYCEdutec, the wholly-owned subsidiary of the Company, entered into a Software License Agreement with NYC English Pursuant to the Agreement, NYCEdutec is appointed by NYC English as the non-exclusive licensee of all three levels of NYC English software (the “Products”) throughout the world. The initial term of the Agreement is until December 31, 2024. During the initial term, NYCEdutec is required to make (or arrange for) minimum purchases of the Products of $1,000,000 in year one (i.e. for the financial year ending December, 2023) and $1,500,000 in year two (i.e. for the financial year ending December, 2024). The suggested retail price for the Products and the purchase price of the Products by NYCEdutec will be decided between the parties at a later date.

Note 8: Subsequent Events

In accordance with ASC 855-16, management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued.

On December 30, 2022, the Company’s subsidiary, NYCEdutec entered into an independent contractor agreement with CTJ Inc. which is an entity owned by Thomas Irle. On April 21, 2023 the Company resolved to issued 2,327,455 common stocks under the provision of the Company’s 2022 Stock Incentive Plan to Thomas Irle as an additional compensation for his service.

Save for the above, it does not have any material subsequent events to disclose.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section of our Registration Statement on Form 10. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

~~Overview~~Critical Accounting Policies

Our ~~current~~significant ~~business objective~~accounting ispolicies toare ~~seek~~described in athe ~~business~~notes ~~combination with an operating company. We intend~~ to ~~use~~our ~~the Company's limited personnel and~~ financial ~~resources~~ instatements ~~connection~~for ~~with~~the ~~such~~three ~~activities.~~months Weended ~~will~~March ~~utilize our capital stock~~31, ~~debt~~2023 ~~or a combination of capital stock~~ and ~~debt~~2022, inand ~~effecting a~~are ~~business~~included ~~combination.~~elsewhere Itin ~~may~~this ~~be expected that entering into a business combination will involve the issuance of restricted shares of~~Form ~~capital stock~~10-Q. ~~The issuance of additional shares of our capital stock:~~

·Business ~~may significantly reduce the equity interest of our stockholders;~~Overview

·LNPR ~~will~~Group ~~likely~~Inc. ~~cause~~was aincorporated in ~~change~~the State of Colorado on November 6, 2007. On October 3, 2022, an entity named “NYCEdutec LLC” (“NYCEdutec”) was formed in ~~control~~the ifState aof ~~substantial~~Utah. ~~number~~On November 22, 2022, the manager of NYCEdutec, Mark Emerson (who also serves as our ~~shares~~Chief Executive Officer and director), approved the issuance to the Company of ~~capital~~all ~~stock~~of ~~are~~the ~~issued,~~equity ~~and~~interests ~~most~~of ~~likely~~NYCEdutec. ~~will~~As ~~also~~a result, inNYCEdutec ~~the~~is ~~resignation~~now a orwholly-owned ~~removal~~subsidiary of ~~our~~the ~~present~~Company. ~~officer~~Prior ~~and~~to ~~director;~~the ~~and~~equity issuance to the Company, NYCEdutec had no operations.

·On December 12, 2022, NYCEdutec entered into a Software License Agreement with NYC English, LLC (“NYC English”), a Utah limited liability company which is controlled by the Company’s CEO, Mark Emerson. The initial term of the agreement is until December 31, 2024. Unless terminated pursuant to the agreement, the agreement may ~~adversely~~be ~~affect~~renewed by mutual written agreement of the ~~prevailing~~parties. ~~market~~Each ~~price~~of ~~for~~NYCEdutec ~~our~~and ~~common~~NYC ~~stock~~English may immediately terminate and/or temporarily suspend the agreement at any time in the event of several defaults detailed in the agreement.

~~Similarly~~Pursuant to the agreement, NYCEdutec ifis weappointed ~~issued~~by NYC English as the non-exclusive licensee of all three levels of NYC English software (the “Products”) ~~debt~~throughout ~~securities~~the world. During the initial term, itNYCEdutec ~~could~~is ~~result~~required to make (or arrange for) minimum purchases of the Products as set out in: SL Agreement. The suggested retail price for the Products and the purchase price of the Products by NYCEdutec will be decided between the parties at a later date.

·Due ~~default~~to ~~and~~the ~~foreclosure~~agreement, onas well ~~our~~as ~~assets~~other iffactors, ~~our~~as ~~operating~~of ~~revenues~~December ~~after~~12, a2022, ~~business~~we ~~combination~~ceased ~~were~~being ~~insufficient~~a to“shell ~~pay our debt obligations;~~company.”

·Through ~~acceleration~~our ofwholly-owned ~~our~~subsidiary, ~~obligations~~NYCEdutec, towe are ~~repay~~now ~~the~~building ~~indebtedness~~artificial ~~even~~intelligence ifwith we20 ~~have~~unique ~~made~~engines ~~all~~to ~~principal~~capture and ~~interest~~analyze ~~payments~~behavioral ~~when~~data ~~due~~from ifmillions ~~the~~of ~~debt~~users ~~security~~enabling high-quality, ~~contained~~individualized ~~covenants~~teaching ~~that~~on ~~required~~a huge scale. Our AI-powered ‘Super Teachers’ will solve the ~~maintenance~~problem ofthat ~~certain~~human teachers ~~financial~~are ~~ratios~~in orshort ~~reserves~~supply and ~~any~~bring ~~such~~more ~~covenants~~effective, ~~were~~affordable, ~~breached~~and ~~without~~personalized ateaching ~~waiver~~to orall. ~~renegotiations~~We ofare ~~such~~currently ~~covenants;~~building 'AI English’ to address the growing demand for fluency in English.

·Going ~~our~~Concern ~~immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and~~Uncertainty

·As ~~our~~shown ~~inability~~in tothe ~~obtain~~accompanying ~~additional~~financial ~~financing~~statements, the ifCompany ~~necessary~~generated a net loss of $353,694 ifduring the ~~debt~~three ~~security~~months ~~contained~~ended ~~covenants~~March ~~restricting~~31, ~~our~~2023. ~~ability~~As toof ~~obtain~~March ~~additional~~31, ~~financing~~2023, ~~while~~the ~~such~~Company’s ~~security~~current assets ~~was~~exceeded ~~outstanding~~its current liabilities by $557,430. As of March 31, 2023, the Company had $554,537 of cash.

On March 20, 2022, the Company identified a target operating company and started conducting due diligence on the entity. Upon satisfactory results, the Company and the target operating company will enter into a letter of intent for an upcoming merger. If the due diligence comes back as satisfactory, the Company and the target operating company will enter into a letter of intent for an upcoming merger. Through this merger, the target operating company’s principal business will become the business of the entity post-merger and the major controlling interesting will be transferred to the target operating company’s principals.14

11We will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners in an effort to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations; however, management cannot make any assurances that such financing will be secured.

Results of Operations during the three-months ended ~~September~~March 3031, ~~2022~~2023 as compared to the three-months ended ~~September~~March 3031, ~~2021~~2022.

We have not generated any revenues during the three- months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. We had total operating expenses of $1353,~~800~~694 related to general and administrative expenses during the three- months ended ~~September~~March 3031, ~~2022~~2023, compared to total operating expenses of $~~875~~1,800 during the three- months ended ~~September 30~~March 31, ~~2021~~2022. We incurred zero interest expense during three- months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. During the three- months ended ~~September 30~~March 31, ~~2022~~2023 and ~~2021~~ 2022, we had a net loss of $6353,~~623~~694 and $~~875~~25,500 respectively, mainly due to our general and administrative expenses which includes research ~~general~~and ~~administration~~development expenses, contract for service fee, officers fees, ~~audit~~leasing expenses on digital assets, ~~professional~~meal ~~quarterly~~and ~~review~~travelling expenses, general administration fees, and ~~share-based~~professional ~~compensation~~fees.

Results of Operations during the nine-months ended September 30, 2022 as compared to the nine-months ended September 30, 2021.

We have not generated any revenues during the nine-months ended September 30, 2022 and 2021. We had total operating expenses of $6,363 related to general and administrative expenses during the nine-months ended September 30, 2022, compared to total operating expenses of $2,625 during the nine-months ended September 30, 2021. We incurred zero interest expense during nine-months ended September 30, 2022 and 2021. During the nine-months ended September 30, 2022 and 2021, we had a net loss of $34,885 and $2,625 respectively, mainly due to our general and administrative expenses which includes general administration fees, audit, professional quarterly review fees and share-based compensation.

Liquidity and Capital Resources

At ~~present~~March 31, ~~the~~2023, ~~Company~~we ~~has~~had noa ~~business operations and no~~ cash ~~resources~~balance ~~other~~of ~~than~~$554,537, which ~~that~~represents ~~provided~~a by$553,451 ~~management.~~increase Wefrom ~~are~~the ~~dependent~~$1,086 ~~upon~~cash ~~interim~~balance ~~funding~~at ~~provided~~December by31, ~~management to pay professional fees and expenses~~2022. ~~Our~~This ~~management~~increase ~~has~~was ~~agreed~~primarily ~~to provide funding~~ as ~~may~~a beresult ~~required~~of toproceeds from ~~pay~~issuance ~~for~~of ~~accounting~~common ~~fees~~stocks and ~~other~~funds ~~administrative expenses~~advanced offrom ~~the~~a ~~Company~~director. ~~until~~Our weworking ~~enter~~capital ~~into~~surplus aat ~~business~~March ~~combination.~~31, We2023 ~~would~~was be$557,430, ~~unable~~as compared to ~~continue~~a asworking acapital ~~going~~deficit ~~concern~~of ~~without~~$268,876 ~~interim financing~~at ~~provided~~December by31, ~~management~~2022, respectively.

IfFor wethe ~~require~~three ~~additional~~months ~~financing~~ended March 31, we2023, ~~cannot~~we ~~predict~~incurred ~~whether~~a ~~equity~~net orloss ~~debt~~of ~~financing~~$353,694 ~~will~~(for ~~become~~the ~~available~~three atmonths ~~terms~~ended ~~acceptable~~March ~~to us~~31, if2022: ~~at all~~$25,500). WeNet ~~depend~~cash ~~upon~~flows ~~services~~used ~~provided by~~in ~~management~~operating toactivities ~~fulfill~~was $585,609 ~~our~~for ~~filing obligations under~~ the ~~Exchange~~three ~~Act.~~months Atended ~~present~~March 31, we2023 ~~have~~(for nothe ~~committed~~three ~~financial~~months ~~resources~~ended toMarch ~~pay~~31, ~~for such~~2022: ~~services~~Nil).

WeThe doaccompanying ~~not~~financial ~~currently~~statements ~~engage~~have inbeen prepared ~~any~~assuming ~~business~~the ~~activities that~~Company ~~provide~~will ~~cash~~continue ~~flow.~~as ~~The~~a ~~costs~~going ofconcern. ~~investigating~~As ~~and~~shown ~~analyzing~~in ~~business~~the ~~combinations,~~accompanying ~~maintaining~~financial statements, the ~~filing~~Company ofhas ~~Exchange~~incurred losses ~~Act~~from ~~reports~~operations of $353, 694 for the ~~investigation~~three months ended March 31, ~~analyzing~~2023, and ~~consummation~~has an accumulated deficit of an$1,495,213 ~~acquisition~~at ~~for~~March an31, 2023. ~~unlimited~~These ~~period~~events and conditions indicate the existence of ~~time~~a ~~will~~material beuncertainty ~~paid~~which ~~from~~may ~~additional~~cast ~~money~~significant ~~contributed~~doubt about the Company’s byability ~~our~~to ~~management~~continue as a going concern.

~~During~~Nevertheless, the Company prepared the financial statements based on the assumption that the Company can be operated as a going concern and is of the view that the Company will have sufficient working capital to finance its operations in the next 12twelve months wefrom ~~anticipate~~the ~~incurring~~end of the reporting period, after taking into ~~costs~~consideration ~~related~~of ~~to:~~the followings,

·(i) ~~filing~~the ofCompany ~~reports~~has ~~under~~cash ~~the~~and ~~Securities~~cash ~~Exchange~~equivalents ~~Act~~of $554,537 and net assets of ~~1934~~$557,430 as ~~amended~~of March 31, 2023. The Company anticipates it is able to support working capital requirement and maintain current operations for at least six months at the Company’s current rate of expenditure; (ii) management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities to support the ~~“Exchange~~operations ~~Act”~~and the growth of the business as well as the product development. In January through February of 2023, the Company successfully raised $1,150,000 in funding. The Company would also raise additional capital to launch its AI product into the market; (iii) management expects the Company will generate positive cash flows from operating activities upon the launch of its AI-powered product, which is expected to be in Q4 of 2023; (iv) management will implement necessary measures to improve its liquidity condition, including but not limited to, tightening cost controls over various expenses and demanding a longer settlement period for the director’s fee and payments to related parties.

~~· franchise fees, registered agent fees, legal fees and accounting fees; and~~15

·Barring ~~investigating~~any unforeseen circumstance, ~~analyzing~~the ~~and~~management of ~~consummating~~the anCompany ~~acquisition~~believes orthat given the above business/ ~~combination~~financing plans and operational measures, the Company will have sufficient cash resources to satisfy its future working capital and other financing requirements in next twelve months. Accordingly, management considers its appropriate that the accompanying financial statements do not include any adjustments that would be required should the Company fail to continue as a going concern.

WeNotwithstanding ~~estimate~~the above, there is no assurance that ~~these~~the ~~costs~~Company will be successful in raising this additional capital or financing with acceptable terms, in implementing its business plan to improve the ~~range~~Company’s operating results or in achieving profitable operations. The Company’s continuation as a going ofconcern ~~$60,000-$80,000~~is ~~per~~dependent ~~year,~~upon ~~and~~its ~~that~~ability weto ~~will~~ultimately beattain ~~able~~profitable operations, generate sufficient cash flow to meet ~~these~~its ~~costs~~obligations, and obtain additional financing as ~~necessary~~may be required. Our auditors have included a going concern qualification in their auditors’ report dated December 31, to2022. The outcome of this uncertainty cannot be ~~advanced/loaned~~assured. toThe usaccompanying byfinancial ~~management~~statements do not include any adjustments that might result from the outcome of these uncertainty.

OnRecent ~~September~~Accounting ~~30, 2022 we had cash of $1,085 and on September 30, 2021, we had cash of $1,085~~Pronouncements

12We have provided a discussion of recent accounting pronouncements in Note 2 to the Consolidated Financial Statements.

We currently plan to satisfy our cash requirements for the next 12 months through borrowings/advances from our management and believe we can satisfy our cash requirements. We expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. There is no written funding agreement between the Company and our management. We have only limited capital. Additional financing is necessary for us to continue as a going concern. Our independent auditors have issued an audit opinion for the year ended December 31, 2021 with an explanatory paragraph on going concern.

Share Capital

	Common Stock			Total
Balance at December 31, 2021		43,612,837		$	609,508
Cancellation of common stock January 25, 2022		(23,350,000	)		(23,350	)
Cancellation of common stock February 23, 2022		(800,000	)		(800	)
Issuance of common stock January 25, 2022		23,700,000			23,700
Issuance of common stock July 20, 2022		48,22,545			4,823
Balance at September 30, 2022		47,985,382		$	613,881

On January 25, 2022 the Company cancelled 23,350,000 common shares for a total consideration of $23,350.

On January 25, 2022, the Company issued 23,700,000 common shares at par value for a total of $23,700, which consisted of 22,000,000 shares of Common Stock to Paul Falconer (our CEO and the owner of FFO and 1,700,000 shares to FFO for services.

On February 23, 2022, we entered into a Mutual General Release and Settlement Agreement with Peter Grimes pursuant to which Mr. Grimes agreed to cancel 300,000 shares previously issued to him.

On February 23, 2022, we entered into a Mutual General Release and Settlement Agreement with Kirkland Family Trust pursuant to which the trust agreed to cancel 500,000 shares previously issued to it.

Effective June 7, 2022, we entered into Consulting Agreement with Yee Yui Advisory Limited, a subsidiary of Falconer Family Office Limited, a company incorporated under the laws of the United Kingdom, which is controlled by Paul Falconer, our CEO (“FFO”) pursuant to which the Company issued 650,000 shares to Nicola Yip for consulting services.

Effective June 7, 2022, we issued an aggregate of 4,172,545 shares of Common Stock to our officers and directors in exchange for previous services provided as officers and directors. The shares were issued under the Company’s 2022 Stock Incentive Plan.

On July 21, 2022, Mark Emerson purchased 24,472,545 (51%) shares from Paul Falconer in a private sale and gained majority control of the Company. The change of control was not disclosed in a Current Report on Form 8-K due to an issue with the EDGAR filing system as it pertains to the Company.

Effective July 21, 2022, Paul Falconer resigned as the CEO and director of the Company and Mark Emerson was appointed as the CEO and director.

Off-Balance Sheet Arrangements

We do not have noany off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

Contractual Obligations and Commitments

As of September 30, 2022 and 2021, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the three months ended September 30, 2022 and 2021, and are included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Mark Emerson who serves as our principal executive officer, and our Chief Financial Officer, Eng Wah Kung who serves as our principal accounting and financial officer, as appropriate, to allow ~~timely~~ timely decisions regarding required disclosure. Messrs. Emerson and Kung evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of ~~September~~March 3031, ~~2022~~2023.

Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the three months ended September 30, 2022, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon our evaluation regarding the three months ended September 30, 2022, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.16

With respect to the three months ended March 31, 2023, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon our evaluation regarding the three months ended March 31, 2023, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s ~~internal~~ internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s three months ended ~~September 30~~March 31, ~~2022~~2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

1417

PART II—OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 20, 2022, we issued 650,000 shares of common stock to Falconer Family Office (HK) Limited, a subsidiary under FFO, for services.

On July 20, 2022, a total of 4,172,545 shares were issued to our management for services. The shares were issued under the 2022 Stock Incentive Plan which was adopted on June 7, 2022.

The shares above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. There were no sales commissions paid pursuant to these transactions.

Item 5. Other Information

On July 21, 2022, Mark Emerson purchased 24,472,545 (51%) shares from Paul Falconer in a private sale and gained majority control of the Company. Effective July 21, 2022, Mr. Falconer resigned as a director and officer of the Company. Effective July 21, 2022, Mr. Emerson was appointed as Chief Executive Officer and director of the Company.

Effective September 10, 2022, Nicola Yip resigned as COO and director of the Company.

Item 6. Exhibits

SEC Ref. No.	~~Title of Document~~	Title of Document
31.1*	~~Section 1350 Certification of Principal Executive Officer~~	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	~~Section 1350 Certification of Principal Financial and Accounting Officer~~	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	~~Section 1350 Certification of Principal Executive Officer~~	Section 1350 Certification of Principal Executive Officer
32.2**	~~Section 1350 Certification of Principal Financial and Accounting Officer~~	Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*	~~Inline XBRL Instance Document~~	Inline XBRL Instance Document
101.SCH*	~~Inline XBRL Taxonomy Extension Schema Document~~	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	~~Inline XBRL Taxonomy Extension Label Linkbase Document~~	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	~~Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)~~	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

*Filed with this Report.

**Furnished with this Report.

1518

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LNPR GROUP INC.
	LNPR GROUP, INC.
Date: November 18, 2022	By:	/s/ Mark Emerson
Date: May 18, 2023	By:	/s/ Mark Emerson
		Mark Emerson, Chief Executive Officer (Principal Executive Officer)
Date: November 18, 2022	By:	/s/ Eng Wah Kung
Date: May 18, 2023	By:	/s/ Eng Wah Kung
		Eng Wah Kung, Chief Financial Officer (Principal Financial and Accounting Officer)

1619

Filing Compare · LNPR GROUP INC.