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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~☒ ANNUAL REPORT~~Commission ~~PURSUANT~~file TOnumber: ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~000-18730

~~For~~LNPR ~~the~~Group ~~fiscal year ended: December 31, 2018~~Inc.

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15~~(d)Exact OFName ~~THE~~of ~~SECURITIES~~Registrant ~~EXCHANGE~~as ~~ACT~~Specified OFin ~~1934~~its Charter)

For the transition period from to

Colorado		26-1381565
(State of 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)

~~Commission~~(801) ~~File No. 000~~699-~~54171~~2928

~~LNPR GROUP~~(Registrant’s Telephone Number, ~~INC.~~ including Area Code)

(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.)

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

~~25108~~Title ~~Marguerite~~of ~~Pkwy,~~each ~~Ste~~class ATrading ~~450 Mission~~Symbol(s) ~~Viejo,~~Name CAof ~~92692~~each exchange on which registered N/A N/A N/A

Securities registered pursuant to Section 12(~~Address~~g) of ~~principal~~the ~~executive~~Act: Common ~~offices)~~Stock, par value $0.001 per share

+805.729.1524

(Registrant's telephone number, including area code)

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

Title of each class Name of each exchange on which registered N/A N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the 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~~ past 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. Yes ☒ No ☐

Indicate by check mark whether the registrant 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~~Yes ~~by check mark if disclosure~~☒ ofNo delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer”,” “accelerated filer”, ~~and~~ “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 ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant is ahas ~~shell~~elected ~~company~~not ~~(as~~to ~~defined~~use inthe ~~Rule~~extended ~~12b-2~~transition ofperiod ~~the~~for ~~Act~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a). ~~Yes~~of ☒the NoExchange Act. ☐

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~whether of the ~~voting~~registrant has ~~and~~filed ~~non-voting~~a ~~common~~report ~~equity~~on ~~held~~and byattestation ~~non-affiliates computed by reference~~ to ~~the~~its ~~price~~management’s atassessment ~~which~~of the ~~common~~effectiveness ~~equity was last sold, or the average bid and asked price~~ of ~~such~~its ~~common~~internal ~~equity,~~control asover offinancial reporting ~~the~~under ~~last~~Section ~~business~~404(b) ~~day~~ of the ~~registrant's~~Sarbanes-Oxley ~~most recently~~Act ~~completed~~(15 ~~second~~U.S.C. ~~fiscal~~7262(b)) ~~quarter.~~by Asthe ofregistered ~~November~~public ~~27,~~accounting ~~2019,~~firm ~~the~~that ~~aggregate~~prepared ~~market~~or issued ~~value~~its ~~was~~audit $0report. ☐

~~The~~If ~~number~~securities ofare ~~shares~~registered pursuant ~~outstanding~~to ofSection ~~each~~12(b) of the ~~issuer's classes~~Act, indicate by check mark whether the financial statements of ~~common~~the ~~stock,~~registrant asincluded in the filing reflect the correction of ~~November~~an ~~27,~~error ~~2019~~to ispreviously asissued ~~follows:~~financial statements. ☐

	Classes of Common Stock		Shares Outstanding
	Common Stock, $0.001 par value		18,612,837

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~DOCUMENTS~~Indicate ~~INCORPORATED~~by check mark whether the registrant BYis ~~REFERENCE~~a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

~~None~~The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter, based on the price at which the common equity was last sold on the OTC Markets on June 30, 2022 was approximately $19,463,437. For purposes of this computation only, all officers, directors and 10% or greater stockholders of the registrant are deemed to be “affiliates.”

~~LNPR~~The ~~Group~~number of shares of the registrant’s common stock, ~~Inc~~$0.001 par value per share, outstanding as of March 31, 2023, was 57,735,382.

Annual Report on Form 10-K

For the Fiscal Years Ended December 31, 2018 and 2017

TABLE OF CONTENTS

		Page
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	18
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	23
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accounting Fees and Services	30
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	32
	Signatures	33

PART I	4
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	9
ITEM 1B. UNRESOLVED STAFF COMMENTS	9
ITEM 2. PROPERTIES	9
ITEM 3. LEGAL PROCEEDINGS	9
ITEM 4. MINE SAFETY DISCLOSURES	9

PART II	10
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6. [RESERVED]	12
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A. CONTROLS AND PROCEDURES	15
ITEM 9B. OTHER INFORMATION	17
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	17

PART III	18
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
ITEM 11. EXECUTIVE COMPENSATION	20
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	23
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	23
ITEM 16. FORM 10-K SUMMARY	25

SIGNATURES	26

ii2

~~Special~~FORWARD-LOOKING ~~Note Regarding Forward Looking Statements~~STATEMENTS

~~Certain~~This ~~statements~~Annual ~~contained~~Report on inForm ~~this~~10-K ~~annual~~(the ~~filing,~~“Form ~~including,~~10-K”) ~~without~~for ~~limitation~~LNPR Group Inc., ~~statements~~a ~~containing~~Colorado corporation (the ~~words~~ “~~believes~~Company”), ~~“anticipates”,~~contains ~~“expects”~~forward-looking ~~and~~statements ~~words~~that ofinvolve ~~similar~~substantial ~~import,~~risks ~~constitute~~and ~~forward-looking~~uncertainties. All statements., ~~Such~~other ~~forward-looking~~than statements ~~involve~~of historical fact, ~~known~~contained ~~and~~in ~~unknown~~this ~~risks~~Form 10-K, ~~uncertainties~~including ~~and~~statements ~~other~~regarding ~~factors~~our ~~that~~strategy, ~~may~~future ~~cause~~operations, ~~the~~future ~~actual~~financial ~~results~~position, ~~performance~~future orrevenues, projected ~~achievements~~costs, prospects, plans and objectives of ~~the~~management, are forward-looking statements. The words “anticipate,” “believe,” ~~Company~~“estimate,” or“expect,” ~~industry~~“intend,” ~~results~~“may,” to“plan,” be“predict,” ~~materially~~“project,” “target,” ~~different~~“potential,” ~~from~~“would,” ~~any~~“could,” ~~future~~“should,” ~~results~~“continue,” and ~~performance~~similar orexpressions ~~achievements~~are ~~expressed~~intended orto ~~implied by~~identify ~~such~~forward-looking statements, although not all forward-looking statements contain these identifying words.

~~Such~~We ~~factors~~may ~~include,~~not ~~among~~actually achieve ~~others~~the plans, ~~the~~intentions ~~following:~~or ~~international,~~expectations ~~national~~disclosed ~~and~~in ~~local~~our ~~general~~forward-looking ~~economic~~statements, and ~~market~~you ~~conditions:~~should ~~demographic~~not ~~changes;~~place ~~the~~undue ~~ability of~~reliance ~~the~~on ~~Company~~our toforward-looking statements. ~~sustain,~~Actual ~~manage~~results or ~~forecast~~events ~~its~~could ~~growth;~~differ ~~the~~materially ~~ability~~from of the ~~Company~~plans, tointentions ~~successfully make~~ and ~~integrate~~expectations ~~acquisitions; raw~~disclosed ~~material~~in ~~costs~~the ~~and~~forward-looking statements ~~availability;~~we ~~new~~make. ~~product~~We ~~development~~have ~~and~~included ~~introduction;~~important ~~existing~~cautionary ~~government~~statements ~~regulations and changes~~ in~~, or~~ ~~the~~this ~~failure~~Form to10-K ~~comply~~that ~~with,~~we ~~government~~believe ~~regulations;~~could ~~adverse~~cause ~~publicity;~~actual ~~competition;~~results ~~the loss of significant customers~~ or ~~suppliers;~~events ~~fluctuations~~to ~~and~~differ ~~difficulty~~materially infrom ~~forecasting~~the ~~operating~~forward-looking ~~results;~~statements ~~changes~~that inwe ~~business~~make. ~~strategy~~Our orforward-looking ~~development~~statements ~~plans;~~do ~~business~~not ~~disruptions;~~ reflect the ~~ability~~potential toimpact of ~~attract~~any ~~and~~future ~~retain~~acquisitions, ~~qualified~~mergers, ~~personnel;~~dispositions, ~~the~~joint ~~ability~~ventures toor ~~protect~~investments ~~technology;~~we ~~and~~may ~~other factors referenced in this and previous filings~~make.

~~Given~~You ~~these~~should ~~uncertainties,~~read this ~~readers~~Form of10-K and the documents that we have filed as exhibits to this Form 10-K ~~and~~with ~~investors~~the ~~are~~understanding ~~cautioned~~that ~~not~~our toactual ~~place~~future ~~undue~~results ~~reliance~~may be onmaterially ~~such~~different from what we expect. The forward-looking statements. ~~The~~contained ~~Company disclaims~~in ~~any~~this ~~obligation~~Form to10-K ~~update~~are ~~any~~made ~~such~~as ~~factors~~of orthe todate ~~publicly~~of ~~announce~~this Form ~~the~~10-K, ~~result~~and ofwe ~~any~~do ~~revisions~~not toassume any ofobligation ~~the~~to update any forward-looking statements ~~contained~~except ~~herein~~as torequired ~~reflect~~by ~~future~~applicable ~~events or developments~~law.

~~iii~~3

PART I

ITEM 1.

BUSINESS

~~Overview~~As used in this Form 10-K, the terms “we,” “us,” “our,” and the “Company” refer to LNPR Group Inc., a Colorado corporation, and its subsidiaries.

~~New~~Our Asia Energy, Inc. changed its name to LNPR GROUP, INC. on December 04, 2017, and since then our company is involved in events solution company which aims to provide excellent, efficient and quality products and services for all types of corporate events. In order to stay ahead of an increasingly competitive market, LNPR GROUP, INC. strives to provide a wide range of event related products and services to its prestigious clients. The Company’s philosophy is to provide high quality products and services and ensure that its clients experience the most memorable event possible.Business

~~LNPR GROUP~~NYCEdutec, ~~INC.’s~~a ~~mission~~wholly isowned tosubsidiary ~~harness the~~of ~~professional~~LNPR ~~expertise~~Group Inc., ~~and~~is ~~experience~~building ofa ~~its~~breakthrough ~~internal~~artificial ~~staff,~~intelligence as(AI) ~~well~~system asfor the ~~potential~~purpose ~~and~~of ~~power~~teaching ~~available~~the inEnglish ~~the~~language ~~events~~for ~~industry.~~learners across Itthe ~~aims~~globe. We are on pace to ~~portray~~release asour ~~dynamic,~~AI ~~innovative,~~technology ~~and~~across ~~creative~~an ~~with~~initial ~~easily~~13 ~~affordable~~countries ~~options~~in tothree ~~fulfill~~continents ~~any~~in ~~event~~Q4 ~~requirements~~of 2023.

~~Event~~Nearly ~~management~~three isbillion apeople ~~very~~are ~~important~~trying ~~application of project management~~ to ~~the~~learn English ~~creation~~every ~~and~~day. ~~development~~The ofmarket ~~largescale~~for ~~events~~learning ~~such~~English aswith ~~festivals,~~digital ~~conferences,~~devices ~~ceremonies,~~is ~~formal~~growing ~~parties, concerts.~~at ~~Event~~250% ~~planning includes budgeting~~globally, ~~scheduling,~~(26% ~~acquiring~~CAGR) ~~necessary permits, site selection,~~ and ~~arranging~~is ~~for~~projected ~~speakers,~~to spend ~~security,~~$63Billion ~~catering~~annually ~~services,~~by ~~etc~~2026[1]. ItYet isthe ~~primarily~~market ~~focused~~is onexperiencing a ~~communication~~shift ~~with~~away ~~the~~from ~~public, e.g.~~ the ~~potential~~traditional ~~buyers~~classrooms and ~~the~~toward ~~media. By~~digital ~~communicating~~and ~~relevant~~online ~~information~~solutions ~~about~~on ~~the~~personal ~~Company~~devices. ~~including~~The ~~its~~most ~~products~~significant ~~and~~reasons for ~~services,~~the ~~event~~market ~~management~~shift ~~specialists~~are ~~also help in~~ the ~~promotion~~lack of teachers, the ~~business.~~lack ~~They~~of ~~create~~meaningful apractice, ~~positive public image~~ and ~~establish a relationship with~~ the ~~target~~lack ~~audience and~~of ~~media,~~individualized tolearning ~~earn~~based on the ~~consumers~~learner’ ~~trust gradually~~s needs.

~~Corporate~~We ~~History~~believe our AI-powered “Super Teachers” will solve the problem of human teachers being in short supply. The AI Super Teachers will bring more effective, affordable, and personalized instruction direct to learners’ devices. The AI under development has 20 unique engines to provide relevant instruction content to learners as well as capture and analyze behavioral data from millions of users, therefore enabling high-quality, individualized teaching on a huge scale.

~~LNPR~~We ~~GROUP,~~plan ~~INC.~~to ~~(the~~initially ~~“Company”), was~~offer ~~incorporated~~free inaccess ~~the~~to ~~State~~our product ~~of Colorado on November 6~~and, ~~2007. The Company was originally formed to develop~~therefore, ~~and~~generating ~~market~~high ~~music~~user ~~based on technology solutions~~adoption. ~~Prior~~Once towe ~~February~~have ~~2015,~~acquired ~~when the Company underwent~~ a ~~change~~high involume ~~control, and management adopted a new business plan based on the development~~ of ~~a “Pure Play” Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms~~users, ~~our~~we ~~primary~~plan ~~mission was~~ to ~~create~~generate ~~music~~revenue ~~utilizing~~via ~~recognized talented artists with a substantial~~advertising, ~~fan~~in-app ~~base~~purchase asand ~~well~~subscription asand/or ~~develop~~premium anupgrade ~~Internet~~offerings. ~~website~~In ~~and~~particular, ~~thereafter,~~we ~~deliver~~intend ~~the music~~ to ~~consumers~~monetize ~~through~~our ~~the~~unique ~~website~~metadata ~~in several~~generated ~~media~~by ~~forms~~our ~~as a marketing tool that would generate revenue~~users. The ~~Company~~AI ~~would~~engine(s) ~~have~~will ~~sought~~capture ~~advertisers for the website~~ and ~~would have~~analyze ~~been~~behavioral ~~paid~~data ~~on a per “click” basis~~ for ~~ads~~learning ~~which would have been viewed on our website. In addition,~~ the ~~Company planned~~English tolanguage ~~use~~from ~~the~~millions ~~results~~ of ~~these~~users ~~activities~~across multiple ascountries ~~well~~that aswe ~~our~~believe ~~sponsoring~~is ofnot ~~performance~~accessible ~~events by such artists (both virtual and non-virtual festivals)~~ to ~~provide~~others. ~~ongoing~~Metadata ~~royalties~~would toinclude ~~the~~speed ~~Company~~of ~~and~~language ~~for~~acquisition ~~the~~across ~~artists including song royalties~~countries, ~~sales of CD's~~ ~~and~~genders, ~~down-loads~~ages, ~~ringtone~~economic ~~revenue~~strata, ~~video~~first ~~and~~languages, ~~gaming~~etc.

In ~~October~~order ~~2014,~~to ~~FINRA~~support ~~announced~~ the ~~effectiveness~~operations and the growth of the ~~Company's~~business ~~name~~as ~~change~~well ~~from~~as ~~Univest~~the ~~Tech~~product development, ~~Inc.~~we toraised ~~High~~an ~~Desert~~initial ~~Assets~~$1,150,000 ~~Inc~~in funding in January through February of 2023. ~~and~~We plan on launching our ~~ticker~~product ~~symbol~~in ~~changed from~~Q4 ~~“UVST”~~of to2023 ~~“HDAI.”~~and Atwe ~~formation,~~plan ~~the~~on ~~Company~~raising ~~was~~additional ~~authorized~~capital to ~~issue~~launch ~~50,000,000~~our ~~shares~~AI ofproduct $into the market.~~001~~ ~~par~~This raise ~~value~~will ~~common~~also ~~stock.~~be Inused ~~March~~for ~~2014~~growth and expansion of brand building, product enhancement, infrastructure, and additional countries beyond the initial 13 countries we ~~incorporated~~plan ~~two~~on ~~wholly~~focusing ~~owned~~our ~~subsidiaries~~initial launch, ~~Auto~~including, ~~Search~~Indonesia, ~~Consulting~~India, ~~Inc.~~Malaysia, ~~and~~Myanmar, ~~Contour~~Thailand, ~~Consulting~~Sri Lanka, ~~Inc~~ U.S., Mexico, ~~which~~Panama, ~~were~~UAE, ~~spun-off~~Saudi toArabia, ~~shareholders~~Jordan onand orQatar, ~~about~~already ~~April~~prepared 7,for ~~2014~~product rollout.

OnAlthough ~~April~~there ~~10,~~is ~~2014~~currently no public market for our Common Stock, ~~the~~we ~~Company~~intend ~~had~~to apply for quotation of our Common Stock on OTCQB during 2024 and we will consider a ~~change~~listing inon ~~ownership~~a senior ~~resulting~~exchange (assuming it is in the ~~outstanding~~best ~~accounts~~interest ~~payable,~~of ~~notes~~shareholders ~~payable,~~ and ~~interest~~we ~~payable~~comply ~~being~~with ~~paid~~listing byrequirements) within 24 months beyond that as we grow globally. There can be no assurance that any application for the quotation of our Common Stock on an automated quotation system will be approved. There also can be no assurance that a ~~shareholder~~market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”); nor can there be any assurance that such an application for quotation will be approved.

We are led by an experienced President/CEO who has successfully managed a public company previously, as well as served as VP of digital English products within Pearson Education. Our executive management consists of senior executives with extensive experience in the global market space of teach English language with technology.

_______________

^[1] Statista Infograph Data 2020

OnPrincipal ~~May~~Products ~~13,~~or ~~2014,~~Services the Company's Board of Directors, receiving the majority vote of the Company's shareholders, approved of: (a) increasing the aggregate number of authorized shares of common stock of the Company from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001 per share; (b) establishing a new class of shares by authorizing 1,000,000 shares of preferred stock, par value $0.10 per share (“Preferred Stock”), to have such preferences as the Directors of the Company may assign from time to time; and ~~(c) a 9-for-1 forward stock split (“Forward Split”) of the issued and outstanding shares of common stock~~Their of the Company. As a result of the Forward Split, the-then 23,044,500 issued and outstanding shares of common stock represented 207,400,500 post Forward Split shares, while fractional shares resulting from the Forward Split were rounded up to the next whole share.Markets

OnWe ~~May~~are ~~13,~~focused ~~2014,~~on ~~the~~developing ~~Company~~AI-powered ~~filed Articles of Amendment~~products tofocusing ~~its~~on ~~Articles~~digital ofEnglish ~~Incorporation~~learning. ~~with~~Our ~~the~~targeted ~~Secretary~~markets ofare ~~State of Colorado to increase the authorized number of shares of common stock from fifty million (50~~Asia,~~000,000)~~ ~~shares,~~Eastern ~~par~~Europe ~~value~~and ~~$0.001~~Middle ~~per share, to two hundred fifty million (250,000,000) shares, par value~~East.

~~$0.001~~We ~~per~~are ~~share,~~in the process of creating the ultimate ‘Super Teachers’ that we believe will replace conventional evening classes and toweekend ~~authorize~~tutors. 1The AI Super Teachers will provide instructional content specifically tailored for each learner’s English language capability. The Super Teachers will be analyzing in real time the strengths,~~000~~ weaknesses,~~000~~ ~~shares of~~mother ~~preferred~~tongue, ~~stock~~age, ~~par~~education ~~value~~background $0and pace-of-learning of each student.10 ~~per~~With that ~~share~~data, the AI provides customized instruction in real time that suits each learner’s needs to ~~have~~accelerate ~~such~~English ~~preferences~~language asmastery. Learning the ~~Directors~~English oflanguage will no longer be the ~~Company~~inefficient ~~may~~and ~~assign~~rote model from ~~time~~the topast of memorizing vocabulary words. With NYCEdutec’s ~~time~~AI English learning system, learning English will be multi-dimensional, dynamic learning that covers all aspects of learning a language – especially pronunciation, listening comprehension and simulated conversation for practice.

OnNearly ~~May~~three ~~16,~~billion ~~2014,~~people ~~FINRA~~are ~~approved~~trying to learn English every day while the ~~Forward~~market ~~Split~~is experiencing a shift away from the traditional classrooms and toward digital and online solutions on personal devices. We believe that the most significant reasons for the market shift are the lack of teachers, tothe lack of ~~take~~meaningful ~~effect~~practice, and the lack of individualized learning based on ~~May~~the ~~20,~~learner’s ~~2014~~needs. Our AI English learning system will provide solutions to the market of these three billion people who can learn English in a more flexible and personalized way.

OnDistribution ~~October~~Methods ~~21,~~for ~~2014,~~Our ~~Jaitegh~~Products ~~Singh, the Company's previous President, Chief Executive Officer, Chief Financial Officer, Secretary,~~ and ~~Treasurer and the controlling shareholder of the Company~~ ("Mr. Singh") cancelled and returned to treasury an aggregate of 183,739,875 shares of the Company's common stock beneficially owned by Mr. Singh (the "Cancellation") pursuant to the terms of an agreement with the Company's then President, Derrick Mains. Following the Cancellation of the 183,739,875 common shares, there were a total of 23,660,625 common shares of the Company outstanding.Services

OnIn ~~February~~order 6,to ~~2015~~accelerate ~~(the~~adoption ~~“Closing~~of ~~Date”),~~our product ~~the~~by ~~Company~~millions ~~entered~~of ~~into~~end ~~Stock~~users, ~~Purchase~~we ~~Agreements~~have ~~(the~~already ~~“Agreement”)~~begun ~~with~~establishing ~~two~~distribution ~~U.S.~~with ~~accredited~~companies ~~investors,~~around ~~Scott~~the C.world ~~Kline and~~that ~~Jose~~have ~~A. Capote~~large, ~~the~~built-in ~~Secretary~~customer bases ~~and~~such ~~Chief~~as ~~Technical~~mobile ~~Officer~~wireless ofnetworks ~~the~~(aka ~~Company~~“providers”), ~~respectively~~webstores, ~~and~~international ~~two~~education ~~foreign~~publishers ~~investors,~~and ~~including~~government entities. ~~Rock~~We ~~Capital~~already ~~Limited,~~have ~~the~~established ~~new~~relationships ~~majority~~with ~~owner~~such ofentities ~~the~~throughout ~~Company~~13 countries, ~~pursuant~~and towe ~~which~~expect ~~the~~to ~~Company~~negotiate ~~issued~~contracts anwith ~~aggregate~~them ~~of 17,446,673 shares~~beginning ofwith ~~common~~a ~~stock,~~sales orfocus ~~approximately~~initially ~~42.3%~~in ofSoutheast ~~the~~Asia ~~issued~~ and ~~outstanding~~expanding ~~common~~into ~~stock~~Eastern ofEurope ~~the~~and ~~Company, at an aggregate purchase price of approximately $17,446 The sales of common stock were made following~~ the ~~acquisition~~Middle byEast ~~Rock~~geographic ~~Capital~~markets ~~Limited~~in Q4’23.

OnWe ~~December~~have ~~31,~~decided ~~2015,~~to ~~Rock~~initially ~~Capital~~focus ~~Limited~~on ~~acquired 14,250,000~~Asia ~~shares of common stock of the Company, representing approximately 34.7% of the issued and outstanding shares of common~~due ~~stock~~to of the ~~Company~~increasing asadoption of the ~~Closing~~digital ~~Date,~~education ~~from~~system ~~Jaitegh~~in ~~Singh,~~ the ~~previous~~Asia-Pacific ~~majority shareholder of the Company. At December 31~~region, ~~2015,~~which ~~Rock~~is ~~Capital~~anticipated ~~Limited~~to ~~also~~provide ~~acquired~~numerous ~~an additional 1,565,450 shares of common stock from several minority holders, including~~profitable ~~Loro~~opportunities ~~Verde~~for ~~Investments, representing approximately 3.8% of~~ the ~~issued~~market ~~and~~players ~~outstanding~~operating ~~shares~~in ~~of common stock of~~ the ~~Company.~~Digital ~~As a~~English ~~result~~language ofLearning ~~the~~market ~~foregoing,~~in ~~as of December 31, 2015, Rock Capital Limited acquired common stock representing approximately 76% of~~ the ~~issued~~coming ~~and outstanding shares of common stock of the Company~~years.[2]

InWe ~~addition,~~expect onthat the ~~December~~distribution ~~31,~~inroads ~~2015,~~we ~~Alan Smith, the~~have ~~sole~~made ~~officer~~throughout ~~and~~Asia ~~Director~~will ofspringboard the ~~Company~~viral atdistribution ~~that~~of ~~time,~~our ~~submitted~~product ~~his~~to ~~resignation from all executive officer positions with~~ the ~~Company,~~ ~~including~~three ~~Chief~~billion ~~Executive~~population ~~Officer and President, and as a member~~ of ~~the Board. On the Closing Date~~South, ~~Lin~~North ~~Kok~~and ~~Peng, Ph.D.~~Central ~~was appointed as Chief Executive Officer~~Asia, ~~Chief~~followed ~~Financial~~immediately ~~Officer~~by ~~and~~Middle ~~Chairman~~East ofcountries ~~the Board, Jose A. Capote was appointed Chief Technical Officer (CTO),~~ and ~~Scott~~Eastern C.Europe ~~Kline~~assuming ~~was~~that ~~appointed~~the asdistribution ~~Secretary.~~contracts ~~Allister~~are ~~Lim~~successfully ~~Wee Sing was appointed a member of the Board~~secured.

Competition

Historically, the market competition for English language learning has been by language centers and evening classes. However, the market has been shifting quickly away from in-classroom instruction and toward learning on personal devices with digital tools. Because this market shift is relatively new (last 10 years), we do not believe there are currently distinguished or dominant leaders, globally, as it relates to digital tools for language learners. While numerous English language apps exist, those apps are typically limited in their global reach and tend to focus primarily on the country from which they are based. For example, in Japan, several English language apps may be created and marketed there, but those apps are not often seen in the markets of other countries.

_______________

^[2] Markets and Research, April 2019

OnMore ~~June 26~~specifically, ~~2015,~~when ~~the Company filed an Information Statement (~~“~~The PRE 14C~~AI”) ~~with~~is ~~the Securities and Exchange Commission (“SEC”), pursuant~~applied to ~~Section~~digital ~~14C~~English oflanguage ~~the Securities Exchange Act of 1934~~learning, asit ~~amended~~is ~~(the~~difficult ~~“Exchange~~to ~~Act”),~~point ~~notifying~~out ~~the holders of common stock, par value $0.001 per share, of the Company that on June 26, 2015, the Company received~~ a ~~written~~single ~~consent~~leading ofcompany ~~shareholders holding~~ in ~~aggregate more than a majority of~~ the ~~total~~field ~~voting~~as ~~power~~AI ofis ~~all~~relatively ~~issued~~new ~~and~~to ~~outstanding~~language instruction. ~~capital~~However, ~~stock~~some ofcompanies ~~the~~that ~~Company in~~claim ~~lieu~~to ofoffer aAI-powered ~~meeting~~English oflanguage ~~the~~learning ~~shareholders,~~solutions ~~authorizing the following~~include:

~~Changing~~1. ~~the~~LAIX ~~name of~~– ~~the~~a ~~Company~~company ~~from~~in ~~High~~China ~~Desert~~that ~~Assets,~~creates ~~Inc~~products to popularize English learning. 2. Duolingo – a language learning platform marketing that they use AI to ~~New~~personalize ~~Asia~~the ~~Energy,~~learning ~~Inc~~experience for each user.; ~~and~~3. Babbel – States that it uses AI to provide personalized language learning content.

~~Increasing~~These ~~the~~are ~~Company's authorized~~just ~~common~~a ~~stock,~~few ~~par~~examples ~~value~~of ~~$0.001~~companies ~~per~~that claim ~~share,~~to ~~from~~use ~~250,000,000~~AI ~~shares~~for toteaching ~~500,000,000~~English ~~shares~~language. ~~and~~Each ~~to increase~~ of the ~~Company's authorized~~companies ~~preferred~~has ~~stock,~~its ~~par~~own ~~value~~unique ~~$0.10~~approach ~~per~~to ~~share,~~language ~~from~~learning ~~1,000,000~~and ~~shares~~the toeffectiveness of ~~10,000,000~~their ~~shares~~solutions (may vary depending on the ~~“Preferred~~learner’s ~~Stock Increase”)~~dedication.

~~On July 7, 2015, the Company filed the final Form 14C with the SEC.~~Customers

OnOur ~~July~~targeted ~~23,~~customers ~~2015,~~are ~~the~~non-native English-speaking ~~Company~~young ~~filed~~adults ~~Articles~~who ofwould ~~Amendment~~like to ~~its~~improve ~~Articles~~their ofEnglish ~~Incorporation~~for ~~with~~better ~~the~~prospects ~~Colorado~~and ~~Secretary~~opportunities ofby ~~State~~learning ~~to (i) change~~ the ~~name~~ ofEnglish ~~the~~language ~~Company from High Desert Assets, Inc~~digitally. We toplan ~~New~~on ~~Asia~~reaching ~~Energy,~~our ~~Inc.~~target ~~(the~~customers ~~“Name~~through ~~Change”)~~large, ~~(ii)~~built-in ~~increase~~customer ~~the Company's~~bases ~~authorized~~of ~~common~~mobile ~~stock,~~wireless ~~par value $0.001 per share~~networks, ~~from 250~~webstores,~~000,000~~ ~~shares to 500,000,000 shares (the~~international ~~“Common~~education ~~Stock~~publishers ~~Increase”),~~ and ~~(iii)~~government ~~increase~~entities in the ~~Company's~~B2C ~~authorized~~markets ~~preferred~~of ~~stock~~Asia, ~~par~~Eastern ~~value~~Europe ~~$0.10~~and ~~per~~Middle ~~share, from~~East. ~~1,000,000~~We ~~shares~~aim to ~~10,000,000~~reach ~~shares (~~the ~~“Preferred~~three ~~Stock Increase”, together with the Common Stock~~billion ~~Increase~~population ~~and~~in ~~Name~~these ~~Change,~~territories ~~the~~who ~~“Corporate~~are ~~Actions”).~~keen Onto ~~July~~improve ~~29,~~their ~~2015,~~English ~~the~~language ~~Financial~~skills ~~Industry~~for ~~Regulatory~~better ~~Authority (FINRA)~~prospects ~~approved~~and ~~the~~opportunities ~~Corporate~~with ~~Actions. The Company's stock is quoted on~~ the AI ~~OTCQB~~English ~~under~~learning ~~the ticker symbol NAEI~~system.

OnIntellectual August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that Rock Capital Limited, the principal controlling shareholder of the Company, (i) had been advancing all the funds to the Company since February 6, 2015 to pay for operating expenses of the Company (“Prior Advances”) and (ii) would be required to advance an additional $250,000 to the Company to fund further operating expenses and investments of the Company (“Future Advances”, and together with Prior Advances, “Advances”). The Board further resolved that these Advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, if the Company was unable to repay these Advances by such date, Rock Capital Limited, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the above Advances into common stock at a conversion price of $0.02 per share. As of December 31, 2015, the principal shareholder, Rock Capital Ltd, had not yet acted to exercise its option to convert the Advances to shares of common stock, thus the Advances remained as an interest-free loan to the Company. In a letter dated January 8, 2016, Rock Capital Ltd requested repayment of the advances made to date and on January 31, 2016, the Company issued a letter to Rock Capital Ltd confirming its agreement to repay the advances. On March 17, 2016, the Company repaid a total of $468,243 to Rock Capital Ltd.Property

On ~~September~~December 712, ~~2015~~2022, ~~Mr.~~ ~~Scott~~NYCEdutec C.entered ~~Kline~~into ~~(“Mr.~~a ~~Kline”)~~Software ~~resigned~~License asAgreement ~~Secretary~~with ofNYC ~~the~~English, ~~Company.~~LLC ~~The~~(“NYC ~~resignation~~English”), ~~was not as~~ a ~~result~~Utah oflimited ~~any disagreement~~liability ~~with~~company ~~the~~which ~~Company~~is oncontrolled ~~any~~by ~~matter relating to~~ the Company'’s ~~operations~~CEO, ~~policies~~Mark ~~or practices~~Emerson. OnThe ~~that~~initial ~~date,~~term ~~Mr.~~of ~~Jose~~the A.agreement ~~Capote~~is ~~(“Mr~~until December 31, 2024. Unless ~~Capote”)~~terminated ~~was~~pursuant ~~appointed~~ to ~~serve~~the asagreement, the ~~Company's~~agreement ~~Secretary~~may ~~and~~be ~~remains~~renewed asby ~~well~~mutual aswritten ~~his~~agreement ~~current~~of ~~position as~~ the ~~Company's Chief Technical Officer~~parties. ~~There~~Each isof noNYCEdutec ~~family~~and ~~relationship~~NYC English ~~between~~may ~~Mr.~~immediately ~~Capote~~terminate and/or ~~any~~temporarily ofsuspend the ~~Company's~~agreement ~~directors~~at orany ~~officers.~~time ~~Mr.~~in ~~Capote is~~the ~~currently~~event ~~a shareholder~~ of ~~the~~several ~~Company~~defaults ~~through~~detailed ~~his~~in ~~50% ownership of Earth Heat Ltd~~the agreement.

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.

Through our wholly-owned subsidiary, NYCEdutec, we are developing state-of-the-art AI for English language acquisition. NYCEdutec will have exclusive, world-wide rights in perpetuity to the technology for English language acquisition that it is developing jointly with its AI development partner AI Tech.

We own our website, www.nycedutec.com, and we have registered two sets of domain names listed below:

NYCEDUTEC.NET	AIENGLISHGPT.NET
NYCEDUTEC.COM	AIENGLISHGPT.ORG
	AIENGLISHGPT.ONLINE
	AIENGLISHGPT.AI

The trademark NYCEdutec design mark has also been created under work for hire.

On December 31, 2015, the Company went through a change of control of ownership when (i) the Company issued under Regulation S an aggregate of 285,750,001 shares of the Company's common stock to a total of 10 accredited foreign persons in exchange for the receipt of an aggregate of $300,000, including, but not limited to, Rong Yi Rong (Beijing) Asset Management Limited (167,995,350 shares), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Da Technology Development Limited (27,297,224 shares), and Million Leader HK Limited (27,297,224 shares), and (ii) Rock Capital Limited sold 14,250,000 of its shares of the Company's common stock to Platinum Starlight HK Limited in exchange for the receipt of an aggregate of $100,000, altogether representing approximately 91.8% of the issued and outstanding common stock of the Company.

On November 28th, 2016, the Company entered into a Debt Settlement Agreement (the “Settlement Agreement”) with Rock Capital Limited, a shareholder of the Company (“Rock Capital”). Rock Capital has previously advanced funds to the Company that the Company has used for Operating Expenses, and the purpose of the Settlement Agreement was to memorialize the provision of these and any future funds to be provided by Rock Capital, and to provide for their repayment or conversion as discussed below. Through November 28th, 2016, Rock Capital has advanced a total of $102,420 to the Company. These funds were an interest-free loan to the Company and were due and payable on November 28, 2016. The Settlement Agreement provides that if the advanced funds are not repaid by November 28, 3016, Rock Capital may, in its sole discretion, extend the repayment deadline or convert all or a portion of the advances into common stock of the Company, par value $0.001 per share (the “Common Stock”) at a conversion price of $0.00105 per share. On November 28th, 2016, the amounts due by the Company to Rock Capital under the Settlement Agreement as described above were not paid. Therefore, on that date and pursuant to the terms of the Settlement Agreement, Rock Capital elected to convert the $102,420 owed to it by the Company into shares of Common Stock at the $0.00105 conversion price, thus resulting in the loss on debt extinguishment of $199,966 and issuance to Rock Capital of 97,542,857 shares of Common Stock.

On December 19th, 2016, the Company entered into a Release Agreement (the “Release Agreement”) with Lin Kok Peng (“Peng”), Allister Lim Wee Sing (“Sing”) and Jose A. Capote (“Capote”), collectively, the “Released Parties” and each individually a “Released Party”). Pursuant to the Release Agreement, the Company released the Released Parties from and against any and all claims that the Company many have against any such persons related to the actions or inactions of such persons as an officer or director of the Company or a party related thereto. On December 19th, 2016, the Board adopted resolutions to expand the size of the Board from two persons to four persons, and, pursuant to the authority granted to the Board in the Company's Bylaws, to name Mr. Veng Kun Lun and Mr. Poh Kee Liew to fill the newly created vacancies. Mr. Veng Kun Lun was also named to be the Chief Executive Officer and Secretary of the Company, and Mr. Poh Kee Liew was named as Chief Financial Officer of the Company.

Following the resolutions by the Board as described above, on December 19th, 2016, the Company's Directors, Lin Kok Peng, PhD, Chairman of the Board, and the Company's Chief Executive Officer and Chief Financial Officer, and Allister Lim Wee Sing, a Director of the Company, resigned from the Board and from their positions as officers of the Company. On the same date, Jose Capote resigned as the Secretary of the Company. None of the resignations was the result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices.

Following the resignations of Mr. Link Kok Peng and Mr. Allister Lim Wee Sing, on December 12th, 2016, the Board adopted resolutions to reduce the size of the Board from four persons to two persons.

On December 1, 2017, the Board of Directors of New Asia Energy, Inc. (the “Company”) adopted two Amendments to its Articles, changing the name of the Corporation to LNPR GROUP, INC., and effectuating a 40:1 reverse split of the company’s stock; 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 “LNPR”.

On December 24, 2018 Veng Kun Lun informed LNPR GROUP, INC., (the “Company”) that they are resigning from their positions as directors and/or officers of the Company. Veng Kun Lun decision to leave did not involve any disagreement with the Company on any matter relating to its operations, policies or practices.

On January 14, 2019 the Company, by written direction of the sole 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.

Employees

~~The~~As ~~Company~~of ~~currently has~~March 31, 2023, we had no employees. ~~Management~~and ofwe ~~the~~have ~~Company~~contracted ~~expects~~those topersonnel ~~use~~responsible ~~consultants,~~for ~~attorneys~~our operations and ~~accountants~~development. asMost ~~necessary,~~of ~~and~~these ~~does~~personnel are ~~not~~engaged ~~anticipate a~~through ~~need~~independent tocontractor ~~engage~~agreements ~~any~~as ~~full-time~~they ~~employees~~are sobased ~~long~~in asoverseas itcountries isnearby ~~seeking~~the targeted markets and ~~evaluating~~the ~~business~~product production ~~opportunities~~house. ~~The~~We ~~need~~believe ~~for~~this ~~employees and~~arrangement ~~their~~provides ~~availability~~cost ~~will~~effective besolutions ~~addressed~~to inus ~~connection~~because ~~with~~of the ~~decision~~comparatively ~~whether~~low orcompensation ~~not~~costs and business development costs due to ~~acquire~~the orclose ~~participate~~proximity inof ~~specific~~the ~~business opportunities~~targeted markets.

~~Smaller~~Corporate ~~Reporting Company Status~~History

WeLNPR ~~qualify~~Group asInc. awas ~~“smaller reporting~~incorporated ~~company” under Rule 12b-2 of the Exchange Act, which is defined~~ as ~~a company with a public equity float of less~~“Univest ~~than~~Tech, ~~$75 million~~Inc.” Toin the ~~extent~~State ~~that~~of weColorado ~~remain~~on aNovember ~~smaller reporting company at such time as are no longer an emerging growth company~~6, we ~~will~~2007. ~~still~~The ~~have~~Company ~~reduced~~was ~~disclosure~~originally ~~requirements~~formed ~~for our public filings, some of which are similar~~ to ~~those of an emerging growth company~~develop, ~~including~~and ~~not~~market ~~being~~music ~~required~~based ~~to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley~~on ~~Act~~technology ~~and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements~~solutions.

~~ITEM~~After 1Aseveral name changes, on December 1, 2017, the Board of Directors adopted two separate amendments to its Articles of Incorporation: 1) changing the name of the Corporation to “LNPR Group Inc.”, ~~RISK~~and ~~FACTORS~~2) effectuating a 40:1 reverse split of the Company’s common stock. The amendments became effective on December 4, 2017 and January 17, 2018, respectively.

~~RISK~~Despite ~~FACTORS~~our ~~CONCERNING~~auditor ~~OUR~~being located in China, ~~BUSINESS~~we ~~AND~~shall ~~OPERATIONS~~not undertake our initial business combination with any entity with its principal business operations in the People’s Republic of China (or, the “PRC”) (including Hong Kong and Macau).

~~New~~Our ~~Business~~current ~~Plan~~auditor, ~~makes~~which ~~Potential~~is located in China, ~~Profits~~was appointed by previous management, who had ties to ~~Company~~China and Hong Kong. It is our intent to appoint a new auditor, which is based in the U.S. as soon as is reasonably possible. We have begun the process of searching for a new auditor; however, we have not entered into an engagement.

~~Prior~~Enforcement ~~to change~~ of ~~management~~ ~~team,~~Civil the Company's previous operations are not growing and are not sustainable. As of December 31, 2018, we have no successful operating history. There can be no guarantee that we will ever be profitable. From our inception through December 31, 2018, we generated no revenue. We had stockholders' deficit at December 31, 2018, following the change of management team. The Company will commence our new business as event solution company in first quarter of 2020 and we believed revenue to be generated from this new business will be sufficient to cover company expenses and will bring profits to the Company in year 2020.Liabilities

~~Because~~The wefollowing ~~have~~are ~~incurred~~the ~~operating~~names ~~losses~~of ~~since~~each ~~our~~officer ~~inception,~~and ~~our~~director ~~accountants~~located ~~have~~outside ~~expressed~~of ~~doubts about our ability to continue as a going concern. However, company believed~~ the ~~new~~United ~~business~~States ~~commenced~~and ~~will~~their ~~generate~~place ~~sufficient~~of ~~income~~residence ~~and~~or ~~make~~current ~~profits to the Company.~~location:

~~For~~Name ~~the~~of ~~years~~Officer ~~ended~~or ~~December~~Director ~~31,~~Located ~~2018~~Outside ~~and~~of ~~2017, our~~U.S. ~~accountants~~Place ~~have~~of ~~expressed~~Residence ~~substantial~~or ~~doubt~~Current ~~about~~Location ~~our~~Eng ~~ability~~Wah toKung, ~~continue~~CFO asand aDirector ~~going concern as a result of our continued net losses.~~Malaysia

We are incorporated under the laws of the State of Colorado with limited liability. Mr. Kung, our CFO and Director, is a national and/or residents of Malaysia, and all or a substantial portion his assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or Mr. Kung or to enforce against him or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

We have appointed Vcorp Services LLC as our agent to receive service of process with respect to any action brought against us.

A foreign judgment refers to a judgment that is handed down by a superior court outside Malaysia. Under Malaysian law, a foreign judgment cannot be directly or summarily executed (enforced) in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian statutes or in accordance with common law principles. Whilst a court must recognize every foreign judgment which it enforces, it need not enforce every foreign judgment which it recognizes.

A foreign judgment pronounced by the United States may be enforced by the Malaysian Courts through principles for the recognition of foreign judgments under common law. The common law rules applicable to the recognition of a foreign judgment come within the area of law known as private international law and have been adopted into Malaysian jurisprudence by virtue of Section 3 of the Civil Law Act 1956. This section allows the application of English Common Law and rules of equity in Malaysia. A plethora of cases from English courts derived from principles binding on Malaysian courts by virtue of the Civil Law Act 1956, have established the following requirements for an enforcement of a foreign judgment under the common law:

(a)		The judgment is for a fixed sum of debt, (not being a sum payable in taxes or the like);

(b)		The judgment is final and conclusive;

(c)		The foreign court has a competent jurisdiction to decide on the case.

The prerequisite that a foreign judgment must be for a fixed sum excludes the enforcement of declaratory orders and injunctions and claims in rem.

The test of finality is proof that a judgment given by the foreign court is res judicata. For this it must be shown that the foreign court has established the existence of the debt based on the evidence and which conclusively determined a liability on the part of the defendant. In other words, the finality and conclusiveness of the judgment must base itself on the merits.

Jurisdictional incompetence of the foreign court is a common ground for challenging foreign judgements. In order to meet this requirement, the following elements of a jurisdictional competence were described by Buckley L.J. in Emanuel v Symon as follows:

(i)		The defendant is a subject of the foreign country at the time the judgment is pronounced;

(ii)		The defendant resides in the foreign country when the action began;

(iii)		The defendant has, in character of the plaintiff, selected the forum;

(iv)		The defendant has voluntarily appeared and defended the case; or

(v)		The defendant has contracted to submit himself to the jurisdiction of the court.

Presence of the Defendant: A foreign court may have jurisdiction over a defendant that is present in the jurisdiction of that court (Adam v Cape Industries). When the defendant is a corporation, the test of presence is to be determined by considering whether the defendant has a place of business in the foreign country, or whether the corporation has a local representative who has been carrying on the corporation’s business in the foreign country.

Selection of forum: A person who goes to the court for a claim must also bind himself to the outcome. Likewise, a defendant who resorts to a counterclaim in a proceeding in a foreign court clearly submits himself to the jurisdiction thereof.

A defendant can be said to have submitted himself to the foreign jurisdiction in the following circumstances. Firstly, when he entered appearance in the foreign action and defended himself in that suit without contesting the jurisdiction. Secondly, he contested the jurisdiction of the foreign court but nevertheless pleaded the merits of the case. Thirdly, submission can also be inferred when the defendant did not appear at the first instance but proceeded to appeal against the judgment at the foreign country.

~~There~~Agreement isto Nosubmit: ~~Agreement~~If ~~for~~ a ~~Business~~contract ~~Combination~~provides ~~and~~that Noall ~~Minimum~~disputes ~~Requirements~~shall ~~for~~be referred to the exclusive jurisdiction of a ~~Business~~foreign ~~Combination~~court, ~~for~~the ~~previous~~foreign ~~business~~court is deemed to have jurisdiction over the defendant. The agreement to submit to foreign jurisdiction may also come in the form of accepting service of process in the foreign country.

~~In connection with the private placement completed on December 31~~Typically, ~~2015, on November 20, 2015,~~ the ~~Company~~enforcement ~~signed~~of a ~~Memorandum~~foreign ~~of Understanding~~judgment ~~(“MOU”)~~under ~~with~~the ~~Jun~~common ~~Wei~~law ~~Kang~~in ~~Biotechnology~~Malaysia ~~Ltd,~~is ~~(“JWK”)~~done aby ~~Company~~taking ~~registered~~out ina ~~the~~writ ~~People's~~action ~~Republic of China and listed~~ on the ~~Shanghai~~basis ~~Equity~~of ~~Exchange under~~ the ~~symbol~~foreign ~~“SEEQ:206322”.~~order ~~JWK~~or ~~owns~~judgment and ~~operates~~providing ~~extensive facilities for~~ the ~~cultivation, harvesting, processing, production, distribution and sale of value-added ginseng and other~~evidence ~~related products that enhance and promote healthy living. JWK has over 5,000 square meters~~ of ~~office~~the ~~and~~elements ~~laboratory~~stated ~~space and research and development facilities, processing and production plants and over 50 retail stores located throughout China~~above. ~~Jilin~~ ~~Province~~Once ~~provides over 85% of~~ the ~~Ginseng~~writ ~~raw feedstocks produced in China~~ and ~~70%~~statement of ~~the~~claim ~~ginseng~~have ~~raw~~been ~~feedstocks produced~~served ~~world-wide~~on ~~and~~the ~~JWK~~defendant ~~is a leading provider of Ginseng value-added products in Jilin Province~~ and ~~throughout~~the ~~China. Although~~defendant ~~there~~has isentered ~~no agreement for a business combination and no minimum requirements for a business combination, the parties~~appearance to the ~~MOU~~action, ~~have~~the ~~agreed~~plaintiff tomay, ~~evaluate~~on the ~~potential~~ground ~~for~~that the ~~Company~~defendant tohas ~~(i)~~no ~~develop,~~defense ~~install~~to ~~and~~the ~~operate renewable energy facilities at JWK's cultivation~~action, ~~production~~apply ~~and~~for ~~R&D~~a ~~facilities~~summary injudgment ~~Jilin~~to ~~Province,~~be ~~China, and (ii) supply renewable energy~~entered toagainst ~~JWK's~~the ~~facilities~~defendant. ~~under~~Unless ~~“take-or-pay,”~~there ~~Build-Own-Operate~~is ora ~~Build-Own-Operate-and~~triable ~~Transfer contractual vehicles~~issue, ~~in order to reduce~~ the ~~carbon~~court ~~footprint~~may ofgive ~~the~~such ~~JWK~~judgment ~~facilities,~~for ~~offset~~ the ~~use~~plaintiff ofby ~~fossil~~granting ~~fuels~~an ~~and potentially~~order ~~provide~~in ~~some cost savings to JWK. Through its cultivation, harvesting and processing activities, JWK has access~~terms ~~to agricultural wastes and other by-products~~ of ~~production that are expected to be excellent sources of feedstock for these renewable energy facilities. The Company is currently evaluating~~ the ~~potential~~foreign ~~for the development of these projects~~judgement.[3]

~~The~~On ~~Company~~August ~~has~~26, ~~no other current arrangement~~2022, ~~agreement~~ orthe ~~understanding~~PCAOB ~~with~~signed ~~respect to engaging in~~ a ~~business~~Statement of ~~combination~~Protocol with athe ~~specific~~China ~~entity.~~Securities ~~There~~Regulatory ~~can~~Commission beand ~~no assurance that~~ the ~~Company~~Ministry ~~will~~of beFinance ~~successful in developing and closing any~~ of the ~~projects~~PRC ~~identified~~to inallow the ~~JWK~~PCAOB ~~MOU,~~to ~~nor~~inspect inand ~~identifying~~investigate ~~and~~completely ~~evaluating~~registered ~~suitable~~public ~~business~~accounting ~~opportunities~~firms orheadquartered in ~~concluding~~China aand ~~business~~Hong combination. No particular industry or specific business within an industry has been selected for a target company. The Company has not established a specific length of operating history or a specified level of earningsKong, ~~assets,~~consistent ~~net worth or other criteria which it will require a target company to have achieved, or without which the Company would not consider a business combination~~ with ~~such business entity. Accordingly,~~ the ~~Company may enter into a business combination with a business entity having no significant operating history~~HFCAA, ~~losses,~~and ~~limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance~~ that the ~~Company will~~PCAOB will be ~~able~~required to ~~negotiate~~reassess aits ~~business~~determinations ~~combination~~by onthe ~~terms~~end ~~favorable~~of ~~to the Company~~2022.

NoOur ~~Assurance~~auditor has stated that greater Cyberspace Administration of ~~Success~~China or(CAC) ~~Profitability~~oversight by the Chinese government does not impact them.

~~New~~Our ~~management~~auditor ~~was on board~~is onsubject ~~December~~to ~~19,~~the ~~2016~~determinations ~~and~~announced ~~there is a new business plan carries out~~ by ~~company~~the ~~new~~PCAOB ~~management~~on ~~since~~December ~~then.~~16, ~~Company~~2021 isand, ~~planning~~due to ~~commence~~ ~~global communications marketing business which including Public Relationship~~this, ~~Investor~~the ~~Relationship~~Holding ~~and~~Foreign ~~Event~~Companies ~~Organizer,~~Accountable inAct ~~first~~and ~~quarter~~related ofregulations ~~2018.~~may ~~However,~~have ~~due~~a tonegative ~~lack~~affect ofour ~~history record, the new business’s profitability is uncertain~~company.

~~Lack~~Our shares of ~~Diversification~~Common Stock may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditor for three consecutive years. Our auditor is subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our shares of Common Stock is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, the Nasdaq may reject listing of our shares of Common Stock. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with PCAOB audits to two consecutive years, instead of three, thus reducing the time period for triggering the prohibition on trading. See “Risk Factors—A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the HFCA Act each calling for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.”

~~Because~~ITEM ~~of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations~~1A. ~~The~~RISK Company's probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations. Company might only diversity to other business after the new business in Public Relationship, Investor Relationship and Event Organizer is making sufficient profits to the company.FACTORS

Not applicable to “smaller reporting companies.”

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our principal executive office is located at 175 S. Main St., Suite 1220, Salt Lake City, UT 84111, for which NYCEdutec pays a monthly rental fee of $100.

ITEM 3.

LEGAL PROCEEDINGS

We anticipate that we (including any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. As of the filing of this Form 10-K, we are not a party to any pending legal proceedings, nor are we aware of any civil proceeding or government authority contemplating any legal proceeding.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

_______________

^[3] The entire section on the enforcement of foreign civil judgments in Malaysia is from: https://www.lexology.com/library/detail.aspx?g=e7b7e1eb-edb2-410b-acd8-4f0bb9e50d18

~~Limited~~PART ~~Number of Directors and Officers~~II

~~New~~ITEM ~~management consists of only two people, i~~5.~~e. (i)~~ ~~Joseph~~MARKET ~~Grimes,~~FOR ~~who serves as Company~~REGISTRANT’sS ~~Chief~~COMMON ~~Executive Officer cum board of director~~EQUITY, ~~and~~RELATED ~~(ii)~~STOCKHOLDER ~~Pok~~MATTERS ~~Kee~~AND ~~LIEW,~~ISSUER ~~who~~PURCHASES ~~serves as~~OF ~~Company’s~~EQUITY Chief Financial Officer cum board of director. They will be the only persons responsible in conducting the day-to-day operations of the Company. The Company does not benefit from multiple judgments that a greater number of directors or officers would provide, and the Company will rely completely on the judgment of its two officers and two directors when selecting a target company. Our officers anticipate devoting only a limited amount of time per month to the business of the Company. Neither of our officers has entered into a written employment agreement with the Company and they are not expected to do so. The Company does not anticipate obtaining key man life insurance on our officers. The loss of the services of our officers would adversely affect development of the Company's business and its likelihood of continuing operations.SECURITIES

~~Dependence~~Market ~~upon Management, Limited Participation of Management~~Information

~~The~~There ~~Company~~is ~~will~~currently ~~be entirely~~no ~~dependent~~public ~~upon~~market ~~the~~for ~~experience~~our ofcommon ~~its~~stock ~~two~~and ~~officers~~we ~~and~~have ~~two~~not ~~directors~~applied infor ~~making~~the ~~decisions~~listing ~~regarding~~or ~~the~~quotation ~~Company's~~of ~~new~~our ~~business~~common ~~operations~~stock on any public market. During ~~Because~~2023, ~~investors~~we ~~will~~intend ~~not~~to beseek ~~able~~a market maker to ~~evaluate~~file an application with the ~~merits~~Financial ofIndustry ~~possible~~Regulatory ~~future~~Authority ~~new~~(“FINRA”) to ~~business~~have ~~operation~~our ofcommon stock quoted on the ~~Company,~~OTC ~~they~~Pink ~~should critically~~or ~~assess~~OTCQB ~~the~~designation ~~information~~with ~~concerning~~OTC ~~the~~Markets ~~Company's~~Group. ~~officers~~We ~~and~~currently ~~directors~~have no market maker who is willing to list quotations for our stock. ~~(See~~There ~~Management~~is no assurance that an active trading market for our shares will develop or will be sustained if developed.)

WeThe ~~have~~OTC Markets is a dealer-driven ~~lack~~quotation ofservice. ~~liquidity~~Unlike ~~and~~the ~~will~~Nasdaq, ~~need~~companies ~~additional financing~~cannot indirectly apply to be quoted on the ~~future.~~OTC ~~However~~Markets, ~~new~~only ~~management~~market ismakers can ~~willing~~initiate toquotes, ~~advance~~and ~~fund~~quoted ~~into~~companies ~~the~~do ~~Company~~not have to ~~commence~~meet ~~and~~any ~~operate~~quantitative ~~the~~financial ~~new~~requirements. ~~business~~Any equity security of a reporting incompany ~~Public~~not ~~Relationship,~~listed ~~Investor~~on ~~Relationship~~the ~~and~~Nasdaq ~~Event~~or ~~Organizer~~on a national securities exchange is eligible.

~~Dependence~~It ~~upon~~is ~~Outside~~not ~~Advisors~~possible to predict or guaranty where, if at all, the securities of the Company will be traded in the future.

ToAvailability ~~supplement the business experience~~ of ~~its officers and directors, the Company may be required to employ accountants, technical experts, appraisers, attorneys,~~ orRule other consultants or advisors in order to operate the new business plan. The selection of any such advisors will be made by the Company's officers, without any input by shareholders. Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company. In the event the officers of the Company consider it necessary to hire outside advisors, he may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.144

We were a shell company prior to December 12, 2022. Rule 144 is not available for the resale of securities issued by companies that are, or previously were, shell companies, such as our company, unless certain conditions are met. Paragraph (i) of Rule 144 prohibits the use of the rule for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company, except where the following conditions are met:

	·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
	·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
	·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
	·	at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result, our shareholders will not be able to sell their shares of our common stock under Rule 144 at least prior to the one-year anniversary of December 12, 2022.

Holders

As of the close of business on March 31, 2023, we had approximately 177 holders of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. We have appointed Securitize, 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119, to act as transfer agent for the common stock.

Dividends

We have not paid any cash dividends on our common stock and do not expect to do so in the foreseeable future. We anticipate that any earnings generated from future operations will be used to finance our operations. No restrictions exist upon our ability to pay dividends.

~~Regulation~~Securities ofAuthorized for ~~Penny~~Issuance ~~Stocks~~under Equity Compensation Plans

~~The U. S. Securities and~~Equity ~~Exchange~~Compensation ~~Commission~~Plan (SEC) has adopted a number of rules to regulate “penny stocks.” Because the securities of the Company may constitute “penny stocks” within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, other than a security registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security are provided by the exchange or system), the rules would apply to the Company and to its securities. The Commission has adopted Rule 15g-9 which established sales practice requirements for certain low price securities. Unless the transaction is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person's account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person's financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (A) the broker or dealer is required to provide the person with the written statement and (B) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person's financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement. It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the “penny stock” and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company's securities.Information

Reporting Requirements May Delay or Preclude Acquisition

Plan category

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

–

Equity compensation plans not approved by security holders

–

2,327,455

Total

–

2,327,455

~~Pursuant~~2022 toStock ~~the~~Incentive requirements of Section 13 of the Exchange Act, the Company is required to provide certain information about significant acquisitions including audited financial statements of the acquired company. These audited financial statements must be furnished within 4 days following the effective date of a business combination. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. When a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, and acquisition of assets or otherwise, the successor company is required to provide in a Current Report on Form 8-K the same kind of information that would appear in a Registration Statement or an Annual Report on Form 10-K, including audited and pro forma financial statements. The Commission treats these Form 8-K filings in the same way it treats the filing of Registration Statements on Form 10. The Commission subjects them to its standards of review selection, and the Commission may issue substantive comments on the sufficiency of the disclosures represented. If the Company enters into a business combination with a non-reporting company, such non-reporting company will not receive reporting status until the Commission has determined that it will not review the 8-K filing or all of the comments have been cleared by the Commission.Plan

On June 7, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2022 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors. Awards may be made under the Plan for up to 6,500,000 shares of common stock of the Company. Only employees of our Company or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2022 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.

No option awards may be exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate or transferee has six months following the date of termination to exercise options received at the time of disability or death. In the event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

~~Lack~~The 2022 Plan will continue in effect until all the stock available for grant or issuance has been acquired through exercise of ~~Market~~options ~~Research~~or grants of shares, or ~~Marketing~~until ~~Organization~~ten years after its adoption, whichever is earlier. Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

~~The~~As ~~Company~~of ~~has~~December ~~neither conducted~~31, ~~nor have others made available to it~~2022, ~~market~~there ~~research~~were ~~indicating that demand exists for the transactions contemplated~~4,172,545 byshares ~~the Company. In the event demand exists for a transaction~~ of ~~the~~Common ~~type~~Stock ~~contemplated~~awarded bywith ~~the Company~~2,327,455 ~~there~~shares isremaining nofor ~~assurance~~awards under the ~~Company~~ ~~will~~2022 ~~be successful in completing any such business combination~~Plan.

~~Change~~Stock ~~in Control of the Company and/or Management~~Options

InAs ~~conjunction with completion~~ of aDecember ~~business acquisition~~31, ~~it is anticipated that the Company will issue an amount of the Company's authorized but unissued common stock that represents the greater majority of the voting power and equity of the Company~~2022, ~~which~~there ~~will,~~were inno all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. As a condition of the business combination agreement, the current shareholder of the Company may agree to sell or transfer all or a portion of the Company's common stock he ~~owns so to provide the target company with all or majority control. The resulting change in control of the Company will likely~~options ~~result in removal of the present officers and directors of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company~~issued.

~~Possible~~Recent ~~Dilution~~Sales of ~~Value~~Unregistered ofSecurities. ~~Shares upon Business Combination~~

AThere ~~business~~were ~~combination~~no ~~normally will~~sales ~~involve the issuance~~ of ~~a significant number of additional shares. Depending upon the value of the assets acquired in such~~ ~~business~~registered ~~combination,~~securities ~~the~~during ~~per share value of~~ the ~~Company's~~quarter ~~common~~ended ~~stock~~December ~~may increase or decrease~~31, ~~perhaps significantly~~2022.

~~Limited~~Issuer orPurchases Noof ~~Public~~Equity ~~Market Exists~~Securities

There iswere ~~currently a limited public market for the Company's common stock, via the OTCQB and~~ no ~~assurance can be given that a market will develop or that a~~issuer ~~shareholder~~purchases ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in this “Risk Factors” section may have a significant impact upon the market price of ~~the~~equity securities ~~offered~~during ~~hereby. Due to~~ the ~~low~~year ~~price~~ended ofDecember ~~the securities~~31, ~~many brokerage firms may not be willing to effect transactions in the securities~~2022. Even if a purchaser finds a broker willing to affect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the sales proceeds.

~~Registration~~ITEM of6. ~~Shares is Required~~[RESERVED]

ItNot isrequired ~~the~~for ~~SEC's~~smaller ~~position that~~reporting securities issued by a “shell” company cannot be sold under the exemption from registration provided by Rule 144 promulgated under the Securities Act of 1933 (the “Act”) but must be registered under the Securities Act of 1933companies. Any other securities issued to individuals in the capacity of management, affiliates, control persons and promoters will also be registered with the SEC prior to resale and shall be issued with appropriate restricted legend to reflect the registration requirements. The Company will make appropriate provisions under the Securities Act of 1933 to register the Company's shares for resale.”

ITEM 7.

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. 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

Critical Accounting Policies

The following discussions are based upon our financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

~~Blue~~Business ~~Sky Consideration~~Overview

~~Because~~LNPR ~~the~~Group ~~securities registered~~Inc. ~~hereunder~~was ~~have~~incorporated in ~~not~~the ~~been~~State ~~registered~~of ~~for~~Colorado ~~resale~~on ~~under~~November ~~the~~6, ~~blue~~2007. ~~sky~~On ~~laws~~October of3, ~~any state~~2022, ~~the~~an ~~holders~~entity ofnamed ~~such~~“NYCEdutec ~~shares~~LLC” ~~and persons~~(“NYCEdutec”) ~~who~~was ~~desire~~formed toin ~~purchase~~the ~~them~~State inof ~~any~~Utah. ~~trading~~On ~~market~~November ~~that~~22, ~~might~~2022, ~~develop~~the inmanager ~~the~~of ~~future~~NYCEdutec, ~~should~~Mark beEmerson ~~aware,~~(who ~~that~~also ~~there~~serves ~~may~~as beour ~~significant~~Chief Executive ~~state~~Officer ~~blue~~and ~~sky~~director), ~~law~~approved ~~restrictions~~the ~~upon~~issuance to the ~~ability~~Company of ~~investors~~all toof ~~sell~~ the ~~securities~~equity ~~and~~interests of ~~purchasers~~NYCEdutec. As toa ~~purchase~~result, ~~the~~NYCEdutec ~~securities. Accordingly,~~is ~~investors~~now ~~should~~a ~~consider~~wholly-owned subsidiary of the ~~secondary~~Company. ~~market~~Prior ~~for~~to the ~~Company's~~equity ~~securities~~issuance to bethe aCompany, ~~limited~~NYCEdutec ~~one~~had no operations.

~~Additional~~On ~~Risks~~December ~~Doing~~12, ~~Business~~2022, NYCEdutec inentered into a ~~Foreign~~Software ~~Country~~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 be renewed by mutual written agreement of the parties. Each of NYCEdutec and NYC English may immediately terminate and/or temporarily suspend the agreement at any time in the event of several defaults detailed in the agreement.

~~The~~Pursuant ~~new business~~ to bethe agreement, ~~carried~~NYCEdutec ~~out~~is appointed by ~~new~~NYC ~~management~~English ~~will~~as ~~having~~the ~~headquarters,~~non-exclusive ~~place~~licensee of ~~formation~~all orthree ~~primary~~levels ~~place~~ of ~~business~~NYC ~~outside~~English software (the ~~United States~~“Products”) ofthroughout ~~America. In such event,~~ the ~~Company~~world. ~~may~~During ~~face~~ the ~~significant~~initial ~~additional~~term, ~~risks~~NYCEdutec ~~associated~~is ~~with~~required ~~doing~~to ~~business~~make in(or ~~that~~arrange ~~country. In~~for) ~~addition~~minimum topurchases of the ~~language~~Products ~~barriers, different presentations~~ of ~~financial information~~$1, ~~different business practices~~000, ~~and other~~000 ~~cultural~~in ~~differences~~year one and ~~barriers~~$1,500,000 ~~that~~in ~~may~~year ~~make~~two. itThe ~~difficult~~suggested toretail ~~evaluate~~price ~~such~~for athe ~~merger~~Products ~~target,~~and ~~ongoing business risks result from~~ the ~~international~~purchase ~~political~~price ~~situation, uncertain legal systems and applications~~ of ~~law,~~the ~~prejudice~~Products ~~against~~by ~~foreigners, corrupt practices,~~NYCEdutec ~~uncertain~~will ~~economic~~be ~~policies~~decided ~~and~~between ~~potential~~the ~~political~~parties ~~and~~at ~~economic~~a ~~instability~~later ~~that may be exacerbated in various foreign countries~~date.

~~Taxation~~Due to the agreement, as well as other factors, as of December 12, 2022, we ceased being a “shell company.”

~~Federal~~Through ~~and~~our ~~state~~wholly-owned ~~tax consequences will~~subsidiary, ~~in all likelihood~~NYCEdutec, we beare ~~major~~now ~~considerations~~building inartificial ~~any~~intelligence ~~business~~with ~~combination~~20 ~~that~~unique ~~the~~engines ~~Company~~to ~~may~~capture ~~undertake.~~and ~~Currently,~~analyze ~~such~~behavioral ~~transactions may~~data befrom ~~structured~~millions soof asusers ~~to result in tax~~enabling high-~~free treatment to both companies~~quality, ~~pursuant~~individualized toteaching ~~various~~on ~~federal~~a ~~and~~huge ~~state tax provisions~~scale. ~~The~~ ~~Company~~Our ~~intends~~AI-powered to‘Super ~~structure~~Teachers’ ~~any~~will ~~business~~solve ~~combination so as to minimize~~ the ~~federal~~problem ~~and~~that ~~state~~human ~~tax~~teachers are ~~consequences~~in toshort ~~both~~supply ~~the Company~~ and ~~the~~bring ~~target~~more ~~entity;~~effective, ~~however~~affordable, ~~there~~and ~~can~~personalized beteaching noto ~~assurance~~all. ~~that~~We ~~such~~are ~~business~~currently ~~combination~~building ~~will~~'AI ~~meet the statutory requirements~~English’ ofto aaddress ~~tax-free reorganization or that~~ the ~~parties~~growing ~~will~~demand ~~obtain~~for ~~the~~fluency ~~intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result~~ in ~~the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction~~English.

WeGoing ~~May~~Concern ~~Issue Additional Shares of Common Stock Or Preferred Stock In The Future, Which Could Cause Significant Dilution To All Shareholders~~Uncertainty

WeAs ~~have~~shown ain ~~large~~the ~~amount of~~accompanying ~~authorized~~financial ~~but~~statements, the ~~unissued~~Company ~~common~~generated ~~stock~~net ~~and~~losses ~~preferred stock which our Board~~ of ~~Directors~~$79,772 ~~may~~and ~~issue~~$3,500 ~~without~~during ~~shareholder~~the ~~approval. We~~years ~~will~~ended ~~need~~December ~~additional~~31, ~~capital~~2022 toand ~~bring~~2021, ~~our~~respectively. ~~operations~~As toof aDecember 31, ~~sustainable~~2022, ~~level over~~ the ~~next~~Company’s ~~twelve~~current ~~months,~~liabilities ~~and~~exceeded ~~may~~its ~~seek~~current ~~this~~assets ~~capital in~~by ~~the~~$269,962. ~~form~~As of ~~equity~~December ~~financing.~~31, We2022, ~~may also seek to raise additional equity capital in~~ the ~~future~~Company tohad ~~fund business alliances~~$1,086 ~~develop~~of ~~new prototypes, and grow our manufacturing and sales capabilities organically or otherwise~~cash.

InWe ~~addition~~will torequire additional funding to finance ~~issuances~~the growth of our ~~common~~operations ~~stock~~and orachieve ~~preferred~~our ~~stock~~strategic inobjectives. ~~private~~These ~~placements~~factors, oras ~~public~~relative ~~offerings~~to capital raising activities, wecreate ~~may~~doubt as ~~issue~~to ~~shares~~our ability to continue as ~~part~~a orgoing ~~all~~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 ~~consideration~~success inof ~~any~~future ~~merger,~~capital ~~acquisition~~offerings or alternative financing arrangements, ~~joint~~expansion ~~venture~~of orour ~~other~~operations ~~strategic~~and ~~alliance~~generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we ~~enter~~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.

~~Any~~Results ~~issuance~~ of ~~additional shares~~Operations ofduring ~~our common stock or preferred stock will dilute~~ the ~~percentage~~years ~~ownership interest of all shareholders and may dilute~~ended ~~the~~December ~~book~~31, ~~value~~2022 ~~per~~as ~~share~~compared ofto ~~our common stock and may negatively impact~~ the ~~market~~year ~~price~~ended ofDecember ~~our~~31, ~~common stock~~2021.

We ~~Have~~have ~~Not~~not ingenerated any revenues during the years ~~Past~~ended December 31, 2022 and 2021. We Dohad ~~Not~~total ~~Currently~~operating expenses of $51,249 related to general and administrative expenses during ~~Intend~~the year ended December 31, 2022, compared to ~~Pay~~total ~~Cash~~operating ~~Dividends~~expenses onof ~~Our~~$3,500 ~~Common~~during ~~Stock~~the year ended December 31, 2021. We incurred zero interest expense during years ended December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021, we had a net loss of $79,772 and $3,500 respectively, mainly due to our general and administrative expenses which includes general administration fees, audit, professional quarterly review fees and share-based compensation.

We have never declared or paid cash dividends on our common stock. We currently intend on retaining any future earnings to fund our operations and growth and do not expect to pay cash dividends in the foreseeable future of the common stock. Future dividends, if any, will be determined by our board of directors, based upon our earnings, financial condition, capital resources, capital requirements, charter restrictions, contractual restrictions, and such other factors as our board of directors deem relevant.

~~RISK~~Liquidity ~~FACTORS~~and ~~CONCERNING~~Capital ~~OUR NEW BUSINESS~~Resources

~~New~~At ~~Establish~~December ~~Business~~31, ~~and~~2022, ~~Limited~~we ~~Experience~~had a cash balance of ~~Directors~~$1,086, ~~and~~which ~~Officers~~represents a $1 increase from the $1,085 cash balance at December 31, 2021. This increase was primarily as a result of funds advanced from a director. Our working capital deficit at December 31, 2022 was $268,876, as compared to a working capital deficit of $217,627 at December 31, 2021, respectively.

WeFor ~~will~~the ~~carry~~year ~~out~~ended ~~new~~December ~~business plan~~31, ~~in first quarter of 2019 involve in one stop solution for Public Relationship~~2022, ~~Investor~~we ~~Relationship and event organizer.~~incurred As a ~~new~~net ~~established~~loss ~~business, the viability and sustainability~~ of ~~the new business is uncertainty~~$79,772. ItNet ~~may~~cash ~~generate~~flows ~~profits~~used ~~if we~~in ~~able~~operating toactivities ~~identify~~was ~~new~~$35,849 ~~customers~~for tothe ~~provide~~year ~~services~~ended toDecember ~~them~~31, ~~and received retainer fee from them~~2022.

~~Besides,~~The ~~both~~accompanying ~~officers~~financial statements have been noprepared ~~experiences~~assuming inthe ~~this~~Company ~~new~~will ~~business.~~continue ~~However,~~as ~~they~~a ~~have~~going ~~numerous~~concern. ~~contacts~~As ofshown ~~professional~~in PRthe ~~and~~accompanying IRfinancial ~~service~~statements, ~~provider.~~the ~~Our~~Company ~~plan~~has incurred islosses tofrom ~~consolidate~~operations ~~and~~of ~~solve~~$35,849 ~~all~~for ~~issues~~the ofyear ~~clients~~ended toDecember ~~become~~31, ~~one~~2022, ~~stop~~and ~~solution~~has ~~center~~an toaccumulated ~~clients~~deficit of $1,141,519 ~~then~~at weDecember ~~will~~31, ~~outsource~~2022, which raises substantial doubt about the ~~servicing to~~Company’s ~~certain~~ability ~~parties~~to ~~who~~continue ~~are~~as ~~experienced~~a ~~and~~going ~~professional~~concern.

~~Collection~~Management ~~Risk~~believes isthe ~~minimal~~Company will continue to incur losses and negative cash flows from operating activities for ~~new~~the ~~business~~foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing will be available on acceptable terms. At the Company’s current rate of expenditure, the Company anticipates being able to maintain current operations for three months; however, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.

~~Our~~The ~~new~~Company’s ~~business~~continuation ~~strategy~~as a going concern is dependent upon its ability to ~~receive~~ultimately ~~upfront~~attain ~~retainer monthly~~profitable ~~fee~~operations, ~~prior~~generate sufficient cash flow to ~~provide~~meet ~~any~~its obligations, ~~services~~and toobtain ~~clients~~additional financing as may be required. ~~Hence~~Our ~~the~~auditors ~~collection~~have ~~risk~~included a going concern qualification in their auditors’ report dated March 31, 2023. Such a going concern qualification may make it more difficult for ~~new~~us ~~business~~to israise ~~deemed~~funds when ~~minimal~~needed. The outcome of this uncertainty cannot be assured.

~~Outsource~~The accompanying financial statements do not include any adjustments that might result from the ~~business~~outcome toof ~~professional~~this ~~parties~~uncertainty. There can be no assurance that management will be successful in ~~has~~implementing ~~minimize~~its business plan or that the ~~operation~~successful ~~risk~~implementation of such business plan will actually improve the Company’s operating results.

~~After~~Recent weAccounting obtain new clientele for the PR/IR services, Company is plans to outsource the servicing to experienced service providers. It will minimize the operation risk to our Company and we will grow faster even with minimal internal employees in the future.Pronouncements

We ~~plan~~have toprovided ~~have~~a ~~few~~discussion ~~outsourced service~~of ~~providers~~recent ~~for~~accounting pronouncements ~~our~~in ~~future~~Note ~~clients~~1 to ~~avoid rely on single service provider. With liaise with more outsourced service providers, will benefits~~ the ~~clients~~Condensed asAudited ~~well~~Financial ~~as our company because we can always filter out those bad service providers and liaise only with those with excellence service providers~~Statements.

~~ITEM~~Off-Balance ~~1B.~~Sheet ~~UNRESOLVED STAFF COMMENTS.~~Arrangements

~~Not~~We ~~Applicable~~do not have any 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.

~~ITEM~~Critical 2.Accounting ~~PROPERTIES.~~Policies

~~The~~Our ~~Company~~significant ~~currently~~accounting ~~uses~~policies are described anin ~~office~~the atnotes ~~25108~~to ~~Marguerite~~our ~~Pkwy,~~financial ~~Ste~~statements Afor ~~450~~the ~~Mission~~years ~~Viejo~~ended December 31, CA2022 ~~92692~~and 2021, and isare anincluded ~~office~~elsewhere ofin ~~CEO~~this ~~Joseph~~Form ~~Grimes~~10-K.

ITEM 3. LEGAL PROCEEDINGS.

The Company was sued by Sharon Morrison and Morrison Enterprises on June 9, 2016 as one of the party-defendant for the main defendant's failure to deliver 5,000 shares (worth $10,000 stated in contract) of the Company’s common stock. See Note 7 to the accompanying audited financial statements for details.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~PART~~ITEM II7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 5applicable. ~~MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~

~~The~~ITEM ~~Company's~~8. ~~stock~~FINANCIAL isSTATEMENTS ~~quoted~~AND onSUPPLEMENTARY ~~the OTCQB under the ticker symbol LNPR.~~DATA

~~Market~~The ~~Information~~financial statements of the Company are included beginning on page F-1 immediately following the signature page to this Form 10-K.

~~Our~~ITEM ~~common stock is currently quoted on the OTC Markets~~9. ~~The~~CHANGES ~~OTC~~IN ~~Market~~AND isDISAGREEMENTS aWITH ~~network~~ACCOUNTANTS ofON ~~security~~ACCOUNTING ~~dealers~~AND ~~who~~FINANCIAL buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. Since April 28, 2015, our shares of common stock have been quoted on the OTCQB tier of the OTC Markets under the symbol “HDAI” from April 28, 2015 until August 11, 2015 and “NAEI” since August 11, 2015 and LNPR since February 5, 2018. In February 2017, our shares have been quoted on OTCPink due to some unforeseen circumstances. OTC Markets Group Inc. (“OTC Markets”) sent us a letter mentioning they have become aware of promotional activities concerning our company and touting our common stock traded on the OTCQB Marketplace. However, new management of the company is totally unaware about the “promotional activities” and company has officially replied to OTC Markets. We will continue liaise with OTC Markets to clear their doubts and company will try to uplift OTCQB as soonest possible.DISCLOSURE

~~The following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as reported by the OTC Markets~~None. ~~These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.~~

~~Fiscal~~ITEM ~~Year~~9A. ~~Ended~~CONTROLS ~~December 31,~~AND ~~2018~~PROCEDURES

	High		Low
Fiscal Quarter Ended:
June 30, 2018	$	0.800	$	0.800
September 30, 2018	$	0.400	$	0.400
December 31, 2018	$	0.350	$	0.350

Evaluation of Disclosure Controls and Procedures

OnWe ~~December~~have ~~31,~~established ~~2018,~~disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the ~~closing~~Exchange ~~price~~Act ~~for~~is recorded, ~~our~~processed, ~~common~~summarized ~~stock~~and onreported within the ~~OTC~~time ~~Markets~~periods ~~was~~specified ~~$0.350~~in ~~per~~the ~~share~~rules ~~with~~and ~~respect~~forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to anour ~~insignificant~~Chief ~~volume~~Executive ofOfficer, ~~shares.~~Mark ~~The~~Emerson ~~volume~~who ofserves ~~shares~~as our principal executive officer, ~~traded~~and onour ~~the~~Chief ~~OTC~~Financial ~~Markets~~Officer, ~~was~~Eng ~~insignificant~~Wah Kung who serves as our principal accounting and ~~therefore~~financial officer, ~~does~~as ~~not~~appropriate, ~~represent~~to aallow ~~reliable~~timely decisions ~~indication~~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 ~~fair~~Exchange ~~market~~Act, ~~value~~as of ~~these~~ ~~shares~~December 31, 2022.

~~Approximate~~Our ~~Number~~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 ~~Holders~~a control system must reflect the fact that there are resource constraints, and the benefits of ~~Our~~controls ~~Common~~must ~~Stock~~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.

AsWith ofrespect ~~November~~to 27the year ended December 31, ~~2019~~2022, under ~~there~~the ~~were~~supervision ~~approximately 156~~and ~~active~~with ~~holders~~the participation of ~~record~~our management, we conducted an evaluation of ~~our~~the ~~common~~effectiveness ~~stock.~~of ~~The~~the ~~number~~design and operations of ~~record~~our ~~holders~~disclosure ~~does~~controls ~~not~~and ~~include~~procedures, ~~beneficial~~as ~~owners~~defined ofin ~~common~~Rules ~~stock~~13a-15(e) and 15d-15(e) promulgated under the Exchange Act. ~~whose~~Based ~~shares~~upon ~~are~~our ~~held~~evaluation inregarding the ~~names~~year ofended ~~banks~~December 31, ~~brokers~~2022, ~~nominees~~our ormanagement, ~~other~~including ~~fiduciaries~~our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

~~Common Stock~~15

~~The~~Internal ~~Company's~~Control ~~Articles~~Over ofFinancial Incorporation authorize the issuance of 1,000,000,000 shares of common stock, par value of $0.001 per share (“Common Stock”). Each record holder of Common Stock is entitled to one vote for each share held on all matters properly submitted to the stockholders for their vote. The Company's Articles of Incorporation do not permit for cumulative voting for the election of directors. As of November 14, 2019, we had 18,612,837 outstanding shares of our Common Stock.Reporting

15Our management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, management conducted an evaluation of internal controls based on criteria established in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective as of December 31, 2022, due to material weaknesses. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

~~Holders~~Management’s ofassessment ~~outstanding~~identified ~~shares~~the ~~of Common Stock are~~following ~~entitled~~material toweaknesses ~~such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and,~~ in ~~the~~internal ~~event~~control ofover ~~liquidation,~~financial dissolution or winding up of the affairs of the Company, holders are entitled to receive, rate-ably, the net assets of the Company available to stockholders after distribution is made to the preferred stockholders, if any, who are given preferred rights upon liquidation. Holders of outstanding shares of Common Stock have no preemptive, conversion or redemptive rights. All of the issued and outstanding shares of Common Stock are, and all unissued shares when offered and sold will be, duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of the Company's Common Stock are issued, the relative interests of then existing stockholders may be diluted.reporting:

~~Preferred~~· ~~Stock~~The small size of our company limits our ability to achieve the desired level of separation of duties to achieve effective internal controls over financial reporting. Although we do have a separate CEO and CFO to review and oversee our financial policies and procedures, which does achieve a degree of separation, until such time as we are able to hire a controller, we do not believe we meet the full requirement for separation. · We do not have an audit committee. · We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened through utilizing a third-party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring. · We have not achieved the desired level of corporate governance to ensure that our accounting for all of our contractual and other agreements is in accordance with all of the relevant terms and conditions.

~~The~~As ~~Company's~~a ~~Articles~~result of ~~Incorporation~~the ~~allow for~~material ~~the~~weaknesses ~~issuance~~in ofinternal control upover tofinancial 10reporting described above,~~000,000~~ ~~shares~~our ofmanagement ~~preferred~~has ~~stock~~concluded that, ~~par~~as ~~value~~ of ~~$0.10~~December ~~per~~31, ~~share~~2022, ~~(“Preferred~~our ~~Stock”).~~internal Ascontrol over offinancial ~~the~~reporting ~~date~~was ofnot ~~this~~effective ~~filing,~~based ~~there~~on ~~are~~the nocriteria ~~shares~~in ofInternal ~~Preferred~~Control ~~Stock~~- Integrated Framework issued ~~and~~by ~~outstanding~~the COSO.

~~Stock~~We ~~Option~~will ~~Plan~~continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:

~~The~~· ~~Company~~Pertain ~~currently~~to ~~has~~the nomaintenance ~~stock~~of ~~option~~records ~~plan~~in reasonable detail accurately that fairly reflect the transactions and dispositions of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of 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.

~~Dividend~~Despite ~~policy~~the material weaknesses in financial reporting noted above, we believe that our financial statements included in this report fairly present our financial position, results of operations and cash flows as of and for the years presented in all material respects.

No dividends have been paid to date and the Company's Board of Directors does not anticipate paying dividends in the foreseeable future. It is the current policy to retain all earnings, if any, to support future growth and expansion.16

~~Recent~~Changes ~~Issuances~~in ofInternal ~~Unregistered Securities~~Controls

OnThere ~~February~~has 6,been ~~2015,~~no ~~the Company~~change ~~entered~~in ~~into Stock Purchase Agreements (~~the ~~“Agreement”)~~Company’s internal ~~with~~control ~~two~~over ~~U.S.~~financial ~~accredited investors~~reporting, ~~Scott~~as C.defined ~~Kline and~~in ~~Jose~~Rules A.13a-15(f) ~~Capote,~~of the ~~Secretary~~Exchange ~~and~~Act, ~~Chief~~during ~~Technical Officer of~~ the Company,’s ~~respectively,~~three ~~and two foreign investors, including~~months ~~Rock~~ended ~~Capital~~December ~~Limited~~31, ~~the new majority owner of the Company~~2022, ~~pursuant~~that tohas ~~which~~materially ~~the Company issued an aggregate of 17~~affected,~~446,673~~ ~~shares of common stock,~~ or ~~approximately~~is ~~42.3%~~reasonably oflikely ~~the~~to ~~issued~~materially ~~and~~affect, ~~outstanding common stock of~~ the Company,’s atinternal ~~an aggregate purchase price~~control ofover ~~approximately~~financial ~~$17,446~~reporting. ~~The sales of common stock were made following the acquisition by Rock Capital Limited.~~

OnITEM ~~the same date, Rock Capital Limited acquired 14,250,000 shares of common stock of the Company, representing approximately 34~~9B.7% ofOTHER the issued and outstanding shares of common stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. As of February 6, 2015, Rock Capital Limited also acquired an additional 1,565,450 shares of common stock from several minority holders, including Loro Verde Investments, representing approximately 3.8% of the issued and outstanding shares of common stock of the Company. As a result of the foregoing, as of February 6, 2015, Rock Capital Limited acquired common stock representing approximately 76% of the issued and outstanding shares of common stock of the Company.INFORMATION

On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that Rock Capital Limited, the principal controlling shareholder of the Company, (i) had been advancing all the funds to the Company since February 6, 2015 to pay for operating expenses of the Company (“Prior Advances”) and (ii) would be required to advance an additional $250,000 to the Company to fund further operating expenses and investments of the Company (“Future Advances”, and together with Prior Advances, “Advances”)None. The Board further resolved that these Advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, if the Company was unable to repay these Advances by such date, Rock Capital Limited, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the above Advances into common stock at a conversion price of $0.02 per share. As of December 31, 2015, the principal shareholder, Rock Capital Limited, had not yet acted to exercise its option to convert the Advances to shares of common stock, thus the Advances remained as an interest-free loan to the Company. In a letter dated January 8, 2016, Rock Capital Ltd. requested repayment of the advances made to date and on January 31, 2016, the Company issued a letter to Rock Capital Ltd. confirming its agreement to repay the advances. On March 17th 2016, the Company repaid a total of $ 468,243 to Rock Capital Ltd.

16ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

OnNot ~~November~~applicable 20, 2015, the Company entered into a Memorandum of Understanding (“MOU”) with Jun Wei Kang Biotechnology Co Ltd., a company registered in the People's Republic of China and listed on the Shanghai Equity Exchange under the symbol “SEEQ:206322” (“JWK”). The parties agreed that within 30 days after the execution of the MOU, JWK and/or its nominees will make an initial purchase of equity in the Company for an amount to ~~be determined by mutual agreement of~~ the ~~parties thereto. This purchase will be set forth~~ in one or more definitive purchase agreements, which will be negotiated and executed by the parties during the 30-day period. Subsequent to the signing of this MOU, On December 31, 2015, New Asia Energy, Inc. (the “Company~~”) issued an aggregate of 285,750,001 shares of the Company's common stock to a total of 10 persons in exchange for the receipt of an aggregate of $300,000~~.

On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited, a shareholder of the Company. Rock Capital Limited has previously advanced funds to the Company that the Company has used for operating expenses, and the purpose of the agreement was to memorialize the provision of these and any future funds to be provided by Rock Capital, and to provide for their repayment or conversion as discussed below. Through November 28, 2016, the balance due to Rock Capital Limited was $102,420. These funds were an interest-free loan to the Company and were due and payable on November 28, 2016. The agreement provides that if the advanced funds are not repaid by November 28, 3016, Rock Capital Limited may, in its sole discretion, extend the repayment deadline or convert all or a portion of the advances into common stock of the Company, par value $0.001 per share at a conversion price of $0.00105 per share. On November 28, 2016, the amounts due by the Company to Rock Capital Limited under the Agreement as described above were not paid. Therefore, on that date and pursuant to the terms of the agreement, Rock Capital Limited elected to convert the $102,420 owed to it by the Company into shares of Common Stock at the $0.00105 conversion price, thus resulting in the loss of debt extinguishment of $199,966 and issuance to Rock Capital Limited of 97,542,857 shares of common stock.17

~~The~~PART securities issuances described above were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Regulation S promulgated pursuant to the Securities Act. The issuances involved offers and sales of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf.III

~~Recent~~ITEM ~~Acquisition~~10. ofDIRECTORS, ~~Securities~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~None~~Executive Officers and Directors

~~Restricted~~The ~~Securities~~following table sets forth the name, age, and position of each executive officer and director of the Company:

As of November 14, 2019, we currently have approximately 18,612,837 shares of issued and outstanding common stock that qualify as “restricted securities” as defined by Rule 144 of the Securities Exchange Act of 1933, as amended.

Director's Name	Age	Position
Mark Emerson	59	Chief Executive Officer and Director

Eng Wah Kung	60	Chief Financial Officer and Director

~~Transfer~~Our ~~Agent~~Chief Executive Officer

~~Our~~Mr. ~~independent~~Emerson ~~stock~~was ~~transfer~~appointed ~~agent~~as isan ~~Pacific~~officer ~~Stock~~and ~~Transfer.~~director ~~Their~~of ~~address~~the isCompany ~~4045~~effective S.July ~~Spencer Street~~21, ~~Suite~~2022. ~~403,~~Mr. ~~Las~~Emerson ~~Vegas,~~is NVa ~~89119.~~C ~~Their~~level ~~contact~~executive ~~numbers are~~who ~~702-361-3033~~has ~~for~~successfully ~~voice~~owned ~~calls~~ and ~~702-433-1979~~managed global ~~for~~digital ~~fax~~English ~~transmissions.~~language ~~Their~~companies ~~website~~for isthe ~~located~~past at22 ~~www~~years.~~pacificstocktransfer.com.~~

17Mr. Emerson entered the English language learning market in 2000. Later, as President of Ellis Inc, an English language software company he expanded globally. In 2006, he sold Ellis to the largest education company in the world, Pearson Education, who later asked Emerson to serve as VP over Global Digital English products. Mr. Emerson grew Pearson’s Digital English division significantly and expanded it across the world.

~~Reports~~Mr. toEmerson ~~Stockholders~~founded NYC English LLC in 2015. NYC English is a U.S.-based industry leader in English as Second Language, offering users two products – Software App and Teachers Online.

~~The~~Mr. ~~Company~~Emerson ~~intends~~was toappointed ~~remain compliant with its obligations under the Securities Exchange Act of 1934,~~ as amended, and, therefore, plans to furnish its stockholders with an annual report for each fiscal year ending December 31 containing financial statements audited by its registered independent public accounting firm. In the event the Company enters into a ~~business~~director ~~combination with another Company, it is the present intention~~ of ~~management to continue furnishing annual reports to stockholders. Additionally,~~ the Company ~~may,~~due ~~in its sole discretion, issue unaudited quarterly or other interim reports~~ to ~~its~~his ~~stockholders~~previous ~~when~~experience ~~it deems appropriate. The Company intends to maintain compliance~~ with ~~the~~building ~~periodic~~businesses ~~reporting~~and ~~requirements~~scaling ~~of the Securities Exchange Act of 1934~~them.

~~ITEM~~Our 6.Chief ~~SELECTED~~Financial ~~FINANCIAL DATA.~~Officer

AMr. ~~smaller~~Kung ~~reporting~~was ~~company~~appointed isas ~~not~~an ~~required~~officer toand ~~provide~~director of the ~~information~~Company on August 13, 2021. He holds a Diploma in ~~this~~Hotel ~~Item~~Management and Food and Beverage with Les Roches, Switzerland.

~~ITEM~~In 7his earlier days, Mr Kung was the general manager of several Southeast Asian hotel operations companies including Nha Trang Lodge, Vietnam and NCL Cambodia Pte Ltd. ~~MANAGEMENT'S~~Mr. ~~DISCUSSION~~Kung ~~AND~~has ~~ANALYSIS~~over OF33 years’ ~~FINANCIAL~~experience ~~CONDITION~~in ~~AND~~senior ~~RESULTS~~management OFpositions ~~OPERATIONS~~in hotel and travel industry.

~~(1) Caution Regarding Forward-Looking Information.~~18

~~This~~Associations ~~Management's~~with ~~Discussion and~~Companies ~~Analysis~~with ora ~~Plan~~Class of ~~Operation contains forward-looking statements that involve future events, our future performance and our~~ ~~expected~~Securities ~~future~~Registered ~~operations~~Pursuant ~~and~~to ~~actions.~~Section In12 some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or ~~the~~15(d) ~~negative~~ of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the ~~matters~~Exchange discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.Act

~~The~~Prior ~~following~~to ~~discussion of~~joining ~~our~~the ~~financial~~Company, ~~condition~~Mr. Kung has been the CFO and ~~results~~director of ~~operations~~Star ~~should~~Alliance beInternational ~~read~~Corp infrom ~~conjunction~~which ~~with~~he ~~our~~resigned ~~financial~~on ~~statements~~May 16, 2018. He has also been the director and CEO for Tribal Rides International Corp., from which he resigned on May 17, 2018. Finally, Mr. Kung was the ~~related~~director and CEO of Glorywin Entertainment ~~notes~~Group ~~included~~Inc., infrom ~~this~~which ~~report~~he resigned in 2015.

18Legal Proceedings

~~(2)~~During ~~Results~~the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of ~~Operations~~the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

~~The~~Family following table provides selected financial data about us for the fiscal years ended December 31, 2016 and December 31, 2015. For detailed financial information, see the audited Financial Statements included in this report.Relationships

Balance Sheet Data: at December 31, 2018
Cash	$	1,085
Total assets	$	1,085
Total liabilities	$	208,712
Shareholders' deficit	$	(207,627	)
Operating Data: for the year ended December 31, 2018
Revenues	$	–
Operating Expenses	$	29,504
Net Loss	$	29,504
Balance Sheet Data: at December 31, 2017
Cash	$	1,085
Total assets	$	1,085
Total liabilities	$	179,208
Shareholders' equity	$	(178,123	)
Operating Data: for the year ended December 31, 2017
Revenues	$	–
Operating Expenses	$	174,123
Net Loss	$	174,123

There are no family relationships between any of our directors and executive officers.

~~From~~Compliance ~~our~~with ~~inception~~Section ~~on November 6, 2007 through December 31, 2018, we have generated no revenue and have no operations. As~~ 16(a) ~~result~~of wethe ~~have~~Securities noExchange ~~operating history upon which to evaluate~~Act ~~our intended business. In addition, we have a history~~ of ~~losses.~~1934

19Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Commission reports regarding initial ownership and changes in ownership. Directors, executive officers, and greater than 10% stockholders are required by the Commission to furnish the Company with copies of all Section 16(a) forms they file.

AsDuring ofthe ~~our~~year ~~fiscal years~~ ended December 31, ~~2018 and December 31~~2022, ~~2017~~Mark Emerson, ~~our~~Paul ~~accountants~~Falconer ~~have~~(2), ~~expressed~~Eng ~~substantial~~Wah ~~doubt~~Kung, ~~about~~and ~~our~~Nicola ~~ability~~Yip toall ~~continue~~filed ~~as a~~Form ~~going~~4s ~~concern~~past asthe afiling ~~result~~due ~~of our history of net losses~~date. ~~However,~~To ~~with~~the ~~new~~knowledge ~~business~~of ~~plan~~our ~~to involve in Public Relationship~~management, ~~Investor~~ ~~Relationship~~there ~~and~~are ~~Event~~no ~~Organizer~~Form ~~business,~~4s wethat ~~believe~~should wehave ~~will~~been befiled ~~able~~during tothe ~~generate~~year ~~revenue~~ended ~~from~~December ~~this~~31, ~~new~~2022 ~~business~~that ~~and~~were ~~achieve~~not ~~and maintain profitability and positive cash flow in coming 2020~~filed.

~~Operating~~Code ~~expenses, which consisted solely~~ of general and administrative expenses for the year ended December 31, 2018 was $29,504. This compares with operating expenses for the year ended December 31, 2017 was $174,123. The major components of general and administrative expenses include office rental, travel, accounting fees, consulting fees, legal and professional fees and stock transfer fees. The decrease in such expense in the year ended December 31, 2017 were related to decreased administrative, legal, professional and accounting fees in connection with our change in control and the subsequent implementation of our new business plans. As a result of the foregoing, we had a net loss of $29,504 for the year ended December 31, 2018. This compares with a net loss for the year ended December 31, 2017 of $174,123.Ethics

AsOur Board of ~~December~~Directors ~~24,~~had ~~2018,~~previously adopted ~~after~~a ~~the~~Code ~~change~~of inEthics; however, current management ~~team,~~does ~~the~~not ~~Company~~consider that Code of Ethics is ~~focused~~valid. onAs a ~~new~~result, ~~Business~~we ~~Model~~have not adopted a formal, written code of ethics due to a small number of members of management. ~~Our~~We ~~Business~~plan ~~Model~~to ~~incorporates~~adopt ~~investor~~a ~~relation cum~~Code ~~public~~of ~~relation~~Ethics ~~consultancy~~during the fiscal year ending December 31, 2023.

The new Company’s plan is to provide investor relations cum public relations consultant services that help clients’ companies to shape and communicate their positioning and fair value, and to manage perception among their target audiences.19

~~The~~ITEM ~~Company’s positioning is the place it holds in the minds of its key publics: as an investment, as an employer, or as a corporate citizen~~11. ~~Every~~EXECUTIVE ~~company has a positioning. The critical point is this: in the absence of a planned program, the company loses control over its positioning.~~COMPENSATION

~~Each~~Summary ~~company~~Compensation –for ~~big or~~Named ~~small,~~Executive listed or not – has a fair value. If a company is listed, fair value takes on greater importance as it has an impact on share prices and ultimately, the perceived value of the company’s stock. In the absence of a planned investor relations program, companies will find that the perception of their fair value could be lower than the reality.Officers

The ~~Company’s~~following ~~team specializes~~table inshows ~~helping~~the ~~consultancy,~~executive ~~professional services, fintech and business technology firms stand out as leaders in their~~compensation ~~markets.~~paid ~~The~~to ~~company~~our ~~achieve~~named ~~this~~executive byofficers ~~delivering~~for ~~ambitious,~~the ~~high-impact~~years ~~public~~ended ~~relations,~~December ~~inbound marketing and thought leadership campaigns. We will also support event management~~31, ~~marketing,~~2022 ~~advertisement~~ and ~~media promotion~~2021. ~~All this will contribute greatly to our revenue and profits.~~

(3) Liquidity and Capital Resources.

Name and Principal Position	Year Ended Dec. 31,	Stock Awards ($)		Total ($)
Mark Emerson	2022		0		0
CEO and Director ⁽¹⁾	2021		0		0
Paul Falconer ⁽¹⁾	2022		26,823⁽²⁾		26,823
Former CEO and Director⁽¹⁾	2021		0		0

As(1) ofMr. ~~December~~Emerson ~~31,~~was ~~2018~~appointed as an officer and ~~2017~~director of the Company effective July 21, ~~we had~~2022 ~~cash~~along with the resignation of ~~$1,085~~Mr. Falconer from all positions.

~~Net~~(2) ~~cash~~During ~~used for operating activities was $0 for the year ended December 31~~2022, ~~2018~~Mr. ~~This~~Falconer ~~compares~~was toawarded ~~net~~an ~~cash~~aggregate ~~used for operating activities~~ of ~~$45 for the year ended December 31~~26,822,545 ~~2017.~~shares ~~The~~of ~~change~~Common ~~resulted mainly from no payments made during the fiscal year ended December 31, 2018~~Stock.

~~Net~~Summary ~~cash~~Compensation ~~used in financing activities was $0~~ for the year ended December 31, 2018. This compares to net cash provided from financing activities of $0 for the year ended December 31, 2018. We had no cash flows from financing activities for year ended December 31, 2018 because the Company changed its management team and had repaid and settled all amount due to related parties.Directors

WeThe ~~had~~following notable ~~other~~shows ~~cash~~the ~~flows~~executive ~~from~~compensation paid ~~financing~~to ~~activities~~our directors (excluding named executive officers) for the ~~years~~year ended December 31, ~~2018 and 2017~~2022.

Over the next twenty-four months we estimate our principal source of liquidity will be derived from the revenue generated from the new business plan to become PR and IR consultant as well as event organizer. We projected to receive advance retainer of consultancy fee from clients who engage us as their PR and IR consultant.

Name and Principal Position

Year Ended

Dec. 31,

Stock Awards ($)

Total ($)

Eng Wah Kung, Director

2022

250⁽¹⁾

250

20(1) During 2022, Mr. Kung was awarded 250,000 shares of Common Stock.

~~Off-Balance~~At ~~Sheet~~this ~~Arrangements~~time, our Directors do not receive cash compensation for serving as members of our Board of Directors. The term of office for each Director is until his/her successor is elected at our annual meeting and qualified. The term of office for each of our officers is at the pleasure of the Board of Directors. The Board of Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independently made nor negotiated at arm’s length.

WeEquity have no significant 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 stockholders.Awards

~~Future~~As ~~Financings~~of December 31, 2022, there were no outstanding equity awards.

We will continue to rely on advances from our principal shareholder as well as from other sources of financing, including private placements of our common shares prior to commence our new business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.20

~~(4)~~ITEM ~~Critical~~12. ~~Accounting~~SECURITY ~~Policies~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Our~~Principal financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.Shareholders

~~Our~~The ~~significant~~following ~~accounting~~table and footnotes thereto sets ~~policies~~forth ~~are~~information ~~summarized~~regarding inthe ~~Note~~number 2of shares of ~~our~~Common ~~financial~~Stock ~~statements.~~beneficially ~~While~~owned ~~all~~by ~~these~~(i) ~~significant~~each ~~accounting~~director ~~policies~~and ~~impact~~named ~~our~~executive ~~financial~~officer ~~condition~~of ~~and~~our ~~results~~Company, of(ii) ~~operations~~named executive officers, weexecutive ~~view~~officers, ~~certain~~and directors of ~~these~~the ~~policies~~Company as ~~critical.~~a ~~Policies~~group, ~~determined~~and to(iii) beeach ~~critical~~person ~~are those~~known ~~policies~~by ~~that~~us ~~have~~to be the ~~most~~beneficial ~~significant~~owner ~~impact~~of on5% ~~our~~or ~~financial~~more ~~statements~~of our issued and ~~require~~outstanding ~~management~~shares toof ~~use~~Common aStock. ~~greater~~In ~~degree~~calculating ofany ~~judgment~~percentage in ~~and~~the ~~estimates.~~following ~~Actual~~table ~~results~~of ~~may~~common ~~differ~~stock ~~from~~beneficially ~~those~~owned ~~estimates.~~by ~~Our~~one ~~management~~or ~~believes~~more ~~that~~persons ~~given~~named ~~current~~therein, ~~facts~~the ~~and~~following ~~circumstances~~table assumes 57,735,382 shares itof isCommon ~~unlikely~~Stock ~~that~~outstanding. ~~applying~~Unless ~~any~~otherwise ~~other~~further ~~reasonable~~indicated ~~judgments~~in the following table, the footnotes thereto and/or ~~estimate~~elsewhere ~~methodologies~~in ~~would~~this report, ~~cause~~the ~~effect~~persons onand ~~our~~entities ~~results~~named ofin ~~operations~~the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the ~~financial~~following ~~position~~table and/or ~~liquidity~~the ~~for~~footnotes thereto, the ~~periods~~address ~~presented~~of our named executive officers and directors in ~~this~~the ~~report~~following table is: 175 S. Main St., Suite 1220, Salt Lake City, UT 84111.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class⁽¹⁾
Named Executive Officers and Directors
Mark Emerson, CEO and Director⁽²⁾		24,472,545			42.39%
Eng Wah Kung, CFO and Director⁽³⁾		250,000			*
Paul Falconer, Former CEO and Director⁽⁴⁾		2,350,000	⁽⁵⁾		4.07%
Executive Officers, Named Executive Officers, and Directors as a Group (Three Persons)		27,422,545			47.50%

~~Not~~* ~~Applicable.~~Less than 1%

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

	⁽¹⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of March 31, 2023. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Registration Statement.

	⁽²⁾	Mark Emerson was appointed as CEO and director effective July 21, 2022.

	⁽³⁾	Mr. Kung was appointed as CFO and director on August 13, 2021.

	⁽⁴⁾	Mr. Falconer was appointed as CEO and director on April 21, 2021 and resigned from all positions effective July 21, 2022.

	⁽⁵⁾	Includes 1,700,000 shares owned by Falconer Family Office Limited, which is controlled by Paul Falconer.

~~The full text of our unaudited financial statements as of December 31, 2018 and 2017 begins on page F-1 of this report.~~21

21ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~ITEM~~Except 9.as ~~CHANGES~~disclosed INbelow, ~~AND~~for ~~DISAGREEMENTS~~transactions ~~WITH~~with our ~~ACCOUNTANTS~~executive ONofficers ~~ACCOUNTING~~and ~~AND~~directors, ~~FINANCIAL~~please ~~DISCLOSURE~~see the disclosure under “EXECUTIVE COMPENSATION” above.

~~None~~On January 14, 2019, Joseph Grimes was appointed as an officer and director of the Company. On January 29, 2019, the Company entered into an agreement with Mr. Grimes (the “Grimes Agreement”) pursuant to which Mr. Grimes would sell to the Company certain intellectual property owned by Mr. Grimes in exchange for 25,000,000 shares of the Company’s Common Stock (the “Grimes Shares”) On March 4, 2020, at Mr. Grimes’ direction, the Company issued 22,000,000 of the Grimes Shares to Bodhisattva Investment Group (an entity controlled by Mr. Grimes) (“BIG”). On April 20, 2021, Mr. Grimes resigned from all positions within the Company. On November 29, 2021, the Company and Mr. Grimes entered into the Mutual General Release and Settlement Agreement pursuant to which Mr. Grimes and BIG agreed to cancel 21,650,000 and retain 350,000 of the Grimes Shares. The remaining 3,000,000 shares consisting of the Grimes Shares had previously been gifted to several individuals by Mr. Grimes. Management has been attempting to enter into cancellation agreements with those shareholders but has only been successful in obtaining cancellation agreements from recipients holding an aggregate of 800,000 shares. Management has no assurances that additional shares will be cancelled and investors should invest under the presumption that the remaining 2,200,000 shares will be issued and outstanding. As additional shares are issued due to capital raising transactions, investors may be diluted and the value of their investment may decrease.

~~ITEM~~On ~~9A.~~January ~~CONTROLS~~25, ~~AND~~2022, ~~PROCEDURES~~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.

~~Evaluation~~Effective June 7, 2022, we entered into Consulting Agreement with Yee Yui Advisory Limited, a subsidiary of ~~Disclosure~~FFO ~~Controls~~pursuant to which the Company issued 650,000 shares to Nicola Yip for consulting services. Ms. Yip is a former director and ~~Procedures~~officer of the Company.

WeEffective ~~carried~~June ~~out~~7, 2022, we issued an ~~evaluation~~aggregate of ~~the~~4,172,545 ~~effectiveness~~shares of ~~the~~Common ~~design~~Stock ~~and~~to ~~operation of~~ our ~~disclosure~~officers ~~controls~~ and ~~procedures~~directors ~~(as defined~~ in ~~Exchange~~exchange ~~Act~~for ~~Rules~~previous ~~13a- 15(e)~~services ~~and~~provided ~~15d-15(e))~~ as ofofficers ~~December~~and ~~31, 2018~~directors. The ~~This~~shares ~~evaluation~~were ~~was~~issued ~~carried out~~ under the ~~supervision~~Company’s ~~and~~2022 ~~with~~Stock ~~the~~Incentive ~~participation of our Chief Executive Officer and Chief Financial Officer, Mr~~Plan. Joseph Grimes and Mr. Poh Kee Liew. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018 our disclosure controls and procedures are not effective.

~~Disclosure~~On ~~controls~~July ~~and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded~~21, ~~processed~~2022, ~~summarized~~Mark ~~and reported~~Emerson, ~~within~~our ~~the~~current ~~time periods specified in~~CEO ~~the SEC's rules~~ and ~~forms. Disclosure controls and procedures include~~director, ~~without~~purchased ~~limitation~~24,472,545 ~~controls~~(51%) ~~and~~shares ~~procedures~~from ~~designed~~Paul ~~to ensure~~Falconer ~~that information required to be disclosed~~ in ~~our~~a ~~reports~~private ~~filed~~sale ~~under the Exchange Act is accumulated~~ and ~~communicated~~gained ~~to management,~~majority ~~including~~control ~~our~~of ~~Chief~~the ~~Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure~~Company.

~~Management's~~Effective ~~Annual~~July ~~Report~~21, on2022, ~~Internal~~Paul ~~Control~~Falconer resigned ~~over~~as ~~Financial~~the ~~Reporting~~CEO and director of the Company and Mark Emerson was appointed as the CEO and director.

~~Our~~Paul ~~management~~Falconer isadvanced ~~responsible for~~$11,800 ~~establishing~~to ~~and~~the ~~maintaining~~Company as ~~adequate~~of ~~internal~~December ~~control~~31, ~~over~~2022 ~~financial reporting~~ for the ~~Company~~routine operating expenditure. ~~Internal~~The ~~control~~advance ~~over~~was ~~financial reporting~~unsecured, ~~refers~~interest tofree ~~the~~and ~~process~~payable ~~designed~~on ~~by,~~demand. orPaul ~~under~~Falconer was the ~~supervision~~former ~~of, our~~ Chief Executive Officer and ~~Chief~~director ~~Financial Officer, and effected by our Board~~ of ~~Directors,~~the ~~management~~Company ~~and~~since ~~other personnel, to provide reasonable assurance regarding~~ the ~~reliability~~ beginning of ~~our financial reporting and~~ the ~~preparation~~last offiscal ~~financial~~year ~~statements~~ for ~~external~~which ~~purposes~~the inCompany ~~accordance with U.S. GAAP, and~~has ~~includes~~filed ~~those~~an ~~policies~~Annual ~~and~~Report ~~procedures~~on ~~that:~~Form 10-K.

·Mark ~~pertain~~Emerson advanced $35,850 to the ~~maintenance~~Company as of ~~records~~December ~~that~~31, in2022 ~~reasonable~~for ~~detail~~the ~~accurately~~routine operating expenditure. The advance was unsecured, interest free and ~~fairly~~payable ~~reflect~~on demand. Mark Emerson is currently the ~~transactions~~Chief Executive Officer and ~~dispositions~~director of ~~our~~the ~~assets;~~Company.

·Director provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; andIndependence

·We ~~provide~~are ~~reasonable~~not ~~assurance~~currently ~~regarding~~subject ~~prevention~~to listing requirements of any national securities exchange or ~~timely~~inter-dealer ~~detection~~quotation system which has requirements that a majority of ~~unauthorized~~the ~~acquisition~~board of directors be “independent” and, ~~use~~as ora ~~disposition~~result, ofwe ~~our~~are ~~assets~~not ~~that~~at ~~could~~this time required to have aour ~~material~~Board ~~effect~~of onDirectors ~~the~~comprised ~~financial~~of ~~statements~~a majority of “independent directors.”

~~Because~~We ofcurrently ~~its~~have ~~inherent~~not ~~limitation,~~established any committees ~~internal~~of ~~control~~the ~~over~~Board ~~financial~~of ~~reporting~~Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not ~~prevent~~have a nominating committee or ~~detect~~a ~~misstatements~~nominating committee charter. ~~Also~~Further, ~~projections~~we do not have a policy with regard to the consideration of any ~~evaluations~~director ofcandidates ~~effectiveness to~~recommended ~~future~~by ~~periods~~security ~~are~~holders. ~~subject~~To todate, ~~the~~other ~~risk~~than ~~that~~as ~~controls~~described ~~may~~above, ~~become~~no ~~inadequate~~security ~~because~~holders have made any such recommendations. The entire Board of ~~changes~~Directors inperforms ~~conditions,~~all orfunctions that ~~the~~would ~~degree~~otherwise be performed by committees. Given the present size of ~~compliance~~our ~~with~~board ~~the~~it ~~policies~~is ~~and~~not ~~procedures~~practical ~~may~~for ~~deteriorate~~us to have committees. ~~Accordingly,~~If ~~even~~we anare ~~effective~~able ~~system~~to ofgrow ~~internal~~our ~~control~~business ~~over~~and increase our ~~financial~~operations, ~~reporting~~we ~~will~~intend ~~provide~~to ~~only~~expand ~~reasonable~~the ~~assurance~~size ~~with~~of ~~respect~~our toboard ~~financial~~and ~~statement~~allocate ~~preparation~~responsibilities accordingly.

Management, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2017 and identified material weakness in internal control over financial reporting.22

22ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AFees material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.Paid

WeAudit ~~note the following deficiencies that management believes to be material weaknesses:~~Fees

a) The ~~Company~~aggregate ~~does~~fees ~~not~~billed ~~have~~for ~~sufficient~~professional ~~knowledge~~services rendered ofby ~~all~~our principal accountants for the ~~necessary~~audit of our annual financial ~~statement~~statements, ~~disclosures~~review of financial statements included in the quarterly reports and other fees that are ~~required~~normally toprovided beby ~~made~~the accountant in ~~accordance~~connection with USstatutory ~~GAAP~~and regulatory filings or engagements for the year ended December 31, 2022 were $9,500 and $5,000 for the period ended December 31, 2021.

b)Audit-Related ~~Lack of audit committee and independent directors.~~Fees

c)There ~~Inadequate~~were ~~segregation~~no fees billed for assurance and related services by our principal accountants that are reasonably related to the performance of ~~duties~~the audit or review of the financial statements, other than those reported above, for the years ended December 31, 2022 and 2021.

~~Changes~~Tax ~~in Internal Controls over Financial Reporting~~Fees

There ~~have~~were ~~been~~ no ~~significant changes~~fees inbilled ~~our~~for ~~internal~~professional ~~controls~~services rendered ~~over~~by ~~financial~~our ~~reporting~~principal ~~during~~accountants ~~fourth~~for ~~quarter~~tax ofcompliance, ~~2018~~tax ~~that~~advice ~~have~~and ~~materially~~tax ~~affected~~planning orin ~~are reasonably likely to materially affect~~ the ~~Company’s~~years ~~internal~~ended ~~control~~December ~~over~~31, ~~financial~~2022 ~~reporting~~and 2021.

~~ITEM~~All ~~9B.~~Other ~~OTHER INFORMATION.~~Fees

WeThere ~~have~~were no other ~~information~~fees tobilled ~~disclose~~for ~~that~~products ~~was~~or ~~required~~services toprovided beby ~~disclosed~~the inprincipal aaccountants, ~~report~~other onthan ~~Form~~those ~~8-K~~previously ~~during~~reported ~~fourth~~above, ~~quarter~~for ofthe ~~fiscal~~years ~~year~~ended ~~2018~~December 31, ~~but~~2022 ~~was not reported~~and 2021.

23Audit Committee

~~PART~~We ~~III~~do not have an Audit Committee; therefore, the Board of Directors has considered whether the non-audit services provided by our auditors to us are compatible with maintaining the independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services. Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services, to be performed for us by our independent auditor prior to engagement.

ITEM 1015. ~~DIRECTORS,~~EXHIBITS ~~EXECUTIVE OFFICERS~~ AND ~~CORPORATE~~FINANCIAL ~~GOVERNANCE.~~STATEMENT SCHEDULES

~~Directors~~Financial ~~and Executive Officers~~Statements

The following ~~sets~~financial ~~forth~~statements ~~the~~are ~~name~~filed ~~and position of~~with ~~each~~this ofForm ~~our current executive officers and directors.~~10-K:

NAME	AGE		POSITION
Joseph Grimes		60	Chief Executive Officer and Director
Poh Kee LIEW		49	Chief Financial Officer and Director

Report of Independent Registered Public Accounting Firm

~~Joseph~~Audited ~~Grimes~~Consolidated Balance Sheets at December 31, 2022 and 2021

~~Joseph~~Audited ~~Grimes,~~Consolidated anStatements ~~accomplished executive and serial entrepreneur with a 25 year track record~~ of success who drives technology based business opportunities from conception through implementation. Experienced in developing high level go- to-market strategies, securing financing, building and executing multi-dimensional operation plans, and, directing and motivating dedicated, goal-oriented teams to function in a coordinated and systematic fashion and accomplish stated business objectives. I graduated from the University of California, Santa Barbara, with a BA in Economics and Environmental Studies and also with a graduate degree focusing on Operations Research and Logistics, with his thesis in deriving “Near-Optimal solutions” to NP-Complete transportation problems by leveraging heuristic solution techniques. During my 12 year tenure at ISERA Group, which I co-founded and was President, I managed 5 teams of software system designers tasked with developing sophisticated Decision Support Software Systems for ~~commercial, military and government sectors for~~ the ~~Department~~years ofended ~~Defense~~December and National Science Foundation (NSF). I successfully negotiated and managed sophisticated US Government contracts of $20 million including a Phase 3: 5-year Indefinite Quantity/Indefinite Delivery Contract (IQ/IDC) with U.S. Navy (sole source) resulting in five commercial software systems31, ~~which~~2022 ~~improved system through-put, reduced costs, increased overall system capacity, were easy-to-use,~~ and in the case of the Quick Response Deployment Planner, saved countless lives. From 2015-2018, Joe served as the VP of Sales at Draker Energy, moving over to full time Business Development at Trimart in June of 2018.2021

~~Poh~~Audited ~~Kee~~Consolidated ~~LIEW~~Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021

~~Mr.~~Audited ~~Poh~~Consolidated ~~Kee~~Statements ~~Liew,~~of ~~age~~Cash ~~49,~~Flows ~~was~~for ~~awarded a Diploma in Graphic Design from~~ the PJ College Art and Design, Malaysia in 1995. Before joining the Company, he was the Business Development Director of AD Channel Creative, a Malaysian sole proprietorship company, since 2008. He has more than 20 years ofended ~~experience~~December ~~in marketing materials graphic design~~31, ~~power~~2022 ~~point presentations~~ and internet social media platform development as well as internal financial management. Mr. Liew will use his intensive financial and public relations management experience to lead the Company in the future, particularly in formulation of financial strategy of the Company.2021

~~Indemnification~~Notes ofto ~~Officers and~~Audited ~~Directors.~~Consolidated Financial Statements

Under the Colorado Revised Statutes (CRS), director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. The Company's Articles of Incorporation do not specifically limit the directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.23

24Exhibits

The ~~Company's~~following ~~Bylaws provide~~exhibits ~~that~~are ~~(i)~~included nowith ~~officer or director of the Company shall liable for any acts, defaults or omissions of any other officer~~this orForm director of the Company, or for any loss sustained by the Company unless the loss resulted from such officer's or director's willful misconduct, willful neglect, or gross negligence, (ii) the Company shall indemnify officers, directors and certain other individuals against all reasonable costs imposed or resulting from such person's role as an officer, director or agent of the Company unless such person is adjudged to be liable from willful misconduct, willful neglect, or gross negligence, and (iii) the Company may purchase and maintain officers and directors liability insurance.10-K:

The above discussion of the Company's Bylaws and of the CRS is not intended to be exhaustive and is respectively qualified in its entirety by such charter documents and statutes.

Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
3.1	Articles of Incorporation dated November 6, 2007	S-1	333-159315	3.1	5/18/09
3.2	Articles of Amendment dated May 13, 2014	8-K	000-54171	3.01	5/19/14
3.3	Articles of Amendment dated September 13, 2017	Form 10	000-54171	3.3	1/28/22
3.4	Articles of Amendment dated October 20, 2017	Form 10	000-54171	3.4	1/28/22
3.5	Articles of Amendment dated December 4, 2017 (Reverse Split)	8-K	000-54171	10.2	2/5/18
3.6	Articles of Amendment dated December 4, 2017 (Name Change)	8-K	000-54171	10.1	2/5/18
3.7	Bylaws	S-1	333-159315	3.2	5/18/09
10.1	Asset Purchase Agreement dated January 29, 2019 between the Company and Bodhisattva Investment Group, LLC	Form 10	000-54171	10.1	1/28/22
10.2	Mutual Release and Settlement Agreement dated November 29, 2021 between the Company and Bodhisattva Investment Group, LLC	Form 10	000-54171	10.2	1/28/22
10.3	Share Cancellation Agreement and Release dated December 2, 2021 between the Company and Christophe Martino	Form 10	000-54171	10.3	1/28/22
10.4	Share Cancellation Agreement and Release dated December 2, 2021 between the Company and Michelle Monohan	Form 10	000-54171	10.4	1/28/22
10.5	Share Cancellation Agreement and Release dated December 2, 2021 between the Company and Aika Patel	Form 10	000-54171	10.5	1/28/22
10.6	Share Cancellation Agreement and Release dated November 30, 2021 between the Company and Baywall Inc.	Form 10	000-54171	10.6	1/28/22
10.7	Share Cancellation Agreement and Release dated February 23, 2022 between the Company and Peter Grimes	Form 10/A	000-54171	10.7	9/12/22
10.8	Share Cancellation Agreement and Release dated February 23, 2022 between the Company and Kirkland Family Trust	Form 10/A	000-54171	10.8	9/12/22
10.9*	Consulting Agreement dated effective June 7, 2022 with Falconer Family Office Limited later assigned to Yee Yui Advisory Limited	Form 10/A	000-54171	10.9	9/12/22
10.10	Services Agreement dated August 16, 2018 between the Company and Peter Grimes	Form 10	000-54171	10.7	1/28/22
10.11	Services Agreement dated August 16, 2018 between the Company and Susan Accongio	Form 10	000-54171	10.8	1/28/22
10.12	Services Agreement dated August 16, 2018 between the Company and Karen Andrea Design	Form 10	000-54171	10.9	1/28/22
10.13	Services Agreement dated August 16, 2018 between the Company and Arthur G. Woodward	Form 10	000-54171	10.10	1/28/22

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the act and is therefore unenforceable.24

Conflicts of Interest

10.14

Services Agreement dated August 1, 2018 between the Company and Erica Presley

Form 10

000-54171

10.11

1/28/22

10.15

Services Agreement dated August 1, 2018 between the Company and Michelle Gregory

Form 10

000-54171

10.12

1/28/22

10.16

Services Agreement dated August 1, 2018 between the Company and Rachell Vasquez

Form 10

000-54171

10.13

1/28/22

10.17*

Consulting Agreement dated effective January 13, 2022 with Falconer Family Office Limited

Form 10

000-54171

10.14

1/28/22

10.18*

2022 Stock Incentive Plan

Form 10/A

000-54171

10.18

9/12/22

10.19

Software License Agreement dated December 12, 2022 with NYC English, LLC

21.1

List of Subsidiaries

31.1

Rule 13a-14(a) Certification by Principal Executive Officer

31.2

Rule 13a-14(a) Certification by Principal Financial and Accounting Officer

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Principal Financial and Accounting Officer

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Linkbase 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 (formatted in Inline XBRL, and included in exhibit 101).

The officer, director and principal stockholder of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by the Company's officer, director and principal stockholder made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company's officers and directors to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to the Company's other stockholders. In making any such sale, the Company's officers and directors may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other stockholders, and the other stockholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by Company management._________________

~~The~~*Management ~~Company~~contract ~~has adopted a policy under which any consulting~~ or ~~finder's~~compensatory ~~fee~~plan that may be paid to a third party for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock rather than in cash. Any such issuance of stock would be made on an ad hoc basis. Accordingly, the Company is unable to predict whether, or ~~in what amount, such stock issuance might be made~~arrangement.

ItITEM is16. ~~not~~FORM ~~currently~~10-K anticipated that any salary, consulting fee, or finder's fee shall be paid to any of the Company's directors or executive officers, or to any other affiliate of the Company except as described under Executive Compensation above.SUMMARY

Although management has no current plans to cause the Company to do so, it is possible that the Company may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the common stock held by the Company's current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to the Company's current stockholders, or requiring the future employment of specified officers and payment of salaries to themNone. It is more likely than not that any sale of securities by the Company's current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

~~Involvement on Certain Material Legal Proceedings During the Past Five (5) Years~~SIGNATURES

~~(1) No~~Pursuant ~~director,~~to ~~officer,~~the ~~significant~~requirements ~~employee~~of orSection ~~consultant~~13 ~~has~~or 15(d) ~~been~~of ~~convicted~~the inSecurities aExchange ~~criminal~~Act ~~proceeding~~of 1934, ~~exclusive~~the ofregistrant ~~traffic violations~~has orduly iscaused ~~subject~~this report to ~~any~~be ~~pending~~signed ~~criminal~~on ~~proceeding~~its behalf by the undersigned, thereunto duly authorized.

(2) No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

	LNPR GROUP INC.


Date: March 31, 2023	By:	/s/ Mark Emerson
		Mark Emerson, Chief Executive Officer
		(Principal Executive Officer)


Date: March 31, 2023	By:	/s/ Eng Wah Kung
		Eng Wah Kung, Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(3d) No ~~director,~~of ~~officer,~~the ~~significant~~Securities ~~employee~~Exchange orAct ~~consultant~~of 1934, this report has been ~~permanently~~signed orbelow ~~temporarily~~by ~~enjoined,~~the ~~barred,~~following ~~suspended or~~persons ~~otherwise~~on ~~limited~~behalf ~~from~~of ~~involvement~~the registrant and in ~~any~~the ~~type~~capacities ofand ~~business,~~on ~~securities~~the ordate ~~banking activities~~indicated.

(4) No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

NAME	TITLE	DATE

/s/ Mark Emerson Mark Emerson	Director and Chief Executive Officer (Principal Executive Officer)	March 31, 2023
/s/ Mark Emerson Mark Emerson

/s/ Eng Wah Kung Eng Wah Kung	Director and Chief Financial Officer (Principal Financial and Accounting Officer	March 31, 2023
/s/ Eng Wah Kung Eng Wah Kung

~~Committee of our Board of Directors~~26

~~Our~~LNPR ~~securities~~GROUP are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of DirectorsINC.

WeIndex ~~have~~to ~~not~~Financial established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by Board of Directors as a whole. Because we have only two directors, none of whom are independent, we believe that the establishment of these committees would be more form over substance.Statements

WeAs ~~do not have a policy regarding the consideration~~ of ~~any~~December ~~director candidates which may be recommended by our stockholders~~31, ~~including~~2022 ~~the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying~~ and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.2021

~~None~~and offor ~~our directors is an “audit committee financial expert” within~~ the ~~meaning~~Years ofEnded ~~Item~~December ~~401(e) of Regulation S-K. In general~~31, an2022 ~~“audit~~and ~~committee financial expert” is an individual member of the audit committee or Board of Directors who:~~2021

· understands generally U.S. GAAP and financial statements,

Report of Independent Registered Public Accounting Firm (PCAOB ID 2747)	F-2

Audited Consolidated Balance Sheets	F-3

Audited Consolidated Statements of Operations	F-4

Audited Consolidated Statements of Stockholders’ Deficit	F-5

Audited Consolidated Statements of Cash Flows	F-6

Notes to the Audited Consolidated Financial Statements	F-7

~~· is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,~~F-1

·Report ~~has~~of ~~experience~~Independent ~~preparing,~~Registered ~~auditing,~~Public ~~analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,~~Accounting Firm

·To ~~understands~~the ~~internal~~Shareholders ~~controls~~and ~~over~~Board ~~financial~~of ~~reporting,~~Directors of ~~and~~LNPG Group Inc.

·Opinion ~~understands~~on ~~audit~~the ~~committee~~Financial ~~functions.~~Statements

26We have audited the accompanying consolidated balance sheets of LNPR Group Inc. and its subsidiary (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

~~Communications~~Going ~~with~~Concern ~~the Board~~Matter

~~Individuals~~The ~~may~~accompanying ~~communicate with~~consolidated ~~the~~financial ~~Company's~~statements have ~~Board~~been ofprepared ~~Directors~~assuming orthat ~~individual directors by writing to~~ the Company's ~~office~~will atcontinue ~~25108~~as ~~Marguerite~~a ~~Pkwy,~~going ~~Ste A 450 Mission Viejo, CA 92692~~concern. ~~The~~As ~~Secretary~~discussed ~~will~~in ~~review~~Note ~~all~~2 ~~such correspondence and forward~~ to the ~~Board~~consolidated offinancial ~~Directors a summary~~statements, ofthe ~~all~~Company ~~such~~has ~~correspondence~~suffered ~~and~~recurring ~~copies~~losses offrom ~~all~~operations ~~correspondence~~and ~~that,~~has ina ~~the~~significant ~~opinion~~net ofcapital ~~the~~deficiency ~~Secretary,~~that ~~relates~~raises tosubstantial ~~the~~doubt ~~functions of~~about ~~the~~its ~~Board~~ability orto ~~committees~~continue ~~thereof~~as ora ~~that~~going ~~he otherwise determines requires their attention~~concern. ~~Directors~~Management's ~~may~~plans ~~review~~in aregard ~~log~~to ofthese ~~all~~matters ~~such correspondence~~are ~~received~~also bydescribed ~~the~~in ~~Company~~Note ~~and request copies~~2. ~~Concerns~~The ~~relating to accounting, internal control over~~ consolidated financial ~~reporting or~~statements ~~auditing~~do ~~matters~~not ~~will~~include beany ~~immediately~~adjustments ~~brought~~that tomight ~~the~~result ~~attention~~from of the ~~Board~~outcome of ~~Directors~~this ~~and handled in accordance with its procedures established with respect to such matters~~uncertainty.

~~Code~~Basis offor ~~Ethics~~Opinion

~~The~~These ~~Company's~~consolidated ~~Board~~financial ofstatements ~~Directors~~are the ~~has~~responsibility ~~adopted~~of athe ~~Code~~Company’s ofmanagement. ~~Ethics~~Our ~~which~~responsibility ~~applies~~is to ~~its~~express ~~principal~~an ~~executive~~opinion ~~officer~~on ~~and~~the ~~principal~~Company’s consolidated financial statements ~~officer~~based on our audits. AWe ~~copy~~are ofa public accounting firm registered with the ~~Code of~~Public ~~Ethics~~Company isAccounting ~~available~~Oversight inBoard ~~print~~(United States) ~~without~~("PCAOB") ~~charge~~and toare ~~any~~required ~~person~~to ~~who~~be ~~sends~~independent awith ~~request~~respect to the ~~office~~Company ofin accordance with the ~~Secretary~~U.S. offederal securities laws and the ~~Company 25108~~applicable ~~Marguerite~~rules ~~Pkwy,~~and ~~Ste~~regulations Aof ~~450~~the ~~Mission~~Securities ~~Viejo,~~and CAExchange ~~92692~~Commission and the PCAOB.

~~Section~~We ~~16(a)~~conducted ~~Beneficial~~our audits in accordance with the ~~Ownership~~standards ~~Compliance~~of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~Section~~Our ~~16(a)~~audits ofincluded ~~the~~performing ~~Exchange Act~~procedures ~~requires~~to assess the ~~Company's~~risks ~~directors,~~of ~~executive~~material ~~officers~~misstatement ~~and~~of ~~persons~~the ~~who~~consolidated ~~own~~financial ~~more~~statements, ~~than~~whether ~~ten~~due ~~percent~~to oferror aor ~~registered~~fraud, ~~class~~and ofperforming ~~the~~procedures ~~Company's~~that ~~equity~~respond ~~securities~~to ~~(“10%~~those ~~holders”),~~risks. toSuch ~~file~~procedures ~~with~~included ~~the~~examining, ~~SEC~~on ~~initial~~a ~~reports~~test ofbasis, ~~ownership~~evidence ~~and~~regarding ~~reports~~the ofamounts ~~changes in~~and ~~ownership~~disclosures ofin ~~common~~the consolidated ~~stock~~financial ~~and~~statements. ~~other~~Our ~~equity~~audits ~~securities~~also ofincluded evaluating the ~~Company.~~accounting ~~Directors,~~principles ~~officers~~used and ~~10%~~significant ~~holders~~estimates ~~are~~made ~~required~~ by ~~SEC~~ ~~regulation~~management, toas ~~furnish~~well ~~the~~as ~~Company~~evaluating ~~with~~the ~~copies~~overall ofpresentation ~~all~~ of the ~~Section~~consolidated ~~16(~~financial statements. We believe that our audits provide a) ~~reports~~reasonable ~~they~~basis ~~file~~for our opinion.

~~Based solely on a review of reports furnished to the Company during the fiscal year ended December 31, 2017 or written representations from the Company'~~/s ~~directors~~/ ~~and~~JTC ~~executive~~Fair ~~officers,~~Song ~~there~~CPA ~~are no known incidents of non-compliance for the reporting year:~~Firm

~~ITEM~~JTC ~~11.~~Fair ~~EXECUTIVE~~Song ~~COMPENSATION~~CPA Firm

~~Since~~We ~~the~~have ~~change~~served ofas ~~management in December 2018, new management of~~ the Company’s ~~requires work five (5) days per week. Company will not be paying monthly salary~~auditor tosince ~~both new directors and officers including reimbursement for out-of-pocket expenses incurred on behalf of the Company~~2021.

~~The Company has no stock option~~Shenzhen, ~~retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future.~~China

27March 31, 2023

~~SUMMARY COMPENSATION~~PCAOB ~~TABLE~~Firm ID: 2747

													Change in
													Pension
													Value and
											Non-Equity		Nonqualified
											Incentive		Deferred
							Stock		Option		Plan		Compensation		All Other
			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation			Total
	Year		($)		($)		($)		($)		($)		($)		($)			($)
Joseph Grimes		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Current CEO		2017		N/A
Veng Kun LUN		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Former CEO		2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Poh Kee Liew		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Current CFO		2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Lin Kok Peng,		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Former Principal Executive Officer		2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Jose A. Capote Former		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Secretary and Director		2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Allister Lim Wee Sing		2018	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Former Director		2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

F-2

~~The~~LNPR ~~Company~~GROUP ~~has no other Executive Compensation issues which would require the inclusion of other mandated table disclosures~~INC.

~~ITEM~~CONSOLIDATED ~~12.~~BALANCE ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~SHEETS

~~Security~~AS ~~Ownership~~OF ofDECEMBER ~~Certain Beneficial~~31, ~~Owners~~2022 ~~and~~AND ~~Management~~2021

The following table sets forth, as of November 14, 2019, the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding common stock of the Company. Also included are the shares held by all executive officers and directors as a group.

	December 31,			December 31,
	2022			2021
ASSETS
Current Assets
Cash and cash equivalents	$	1,086		$	1,085
TOTAL ASSETS	$	1,086		$	1,085

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Other Payables and Accruals	$	234,112		$	218,712
Amount due to a director		35,850			–
TOTAL LIABILITIES		269,962			218,712

SHAREHOLDERS' EQUITY (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 December 31, 2022 and December 31, 2021, respectively.		613,881			609,508
Capital paid in excess of par value		258,762			258,762
Accumulated deficit		(1,141,519	)		(1,085,897
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(268,876	)		(217,627	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	1,086		$	1,085	)

28The accompanying notes are an integral part of these consolidated financial statements.

Name & Address of Beneficial Owner

Office, If Any

Title of Class

Amount & Nature of Beneficial Ownership (2)

Percent of Class (1)(3)

Officers and Directors

Veng Kun LUN

Chief Executive Officer and Director

Common Stock, $0.001 par value

Poh Kee LIEW

Chief Financial Officer and Director

Common Stock, $0.001 par value

All Officers and Directors as a group (2 persons named above)

F-3

	5% Security Holders
ROCK CAPITAL LIMITED		Common Stock, $0.001 par value	2,865,541	15.40%
BAYWALL, INC		Common Stock, $0.001 par value	1,500,000	8.06%
LUM CARMEN		Common Stock, $0.001 par value	2,000,000	10.75%
FORTRESS ADVISORS, LLC		Common Stock, $0.001 par value	2,000,000	10.75%
LUM CARMEN		Common Stock, $0.001 par value	2,060,793	11.07%
CHEUNG YIN		Common Stock, $0.001 par value	2,000,000	10.75%

LNPR GROUP INC.

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

*FOR ~~Less~~THE ~~than~~YEARS 1%ENDED DECEMBER 31, 2022 AND 2021

(1) On November 14, 2019, there were 18,612,837 shares of our common stock outstanding and no shares of Preferred Stock issued and outstanding. We have no outstanding stock warrants or outstanding stock options.

	Year Ended December 31, 2022			Year Ended December 31, 2021
Operating Expenses:
General and Administrative	$	(51,249	)	$	(3,500	)

Total Operating Expenses		(51,249	)		(3,500	)

Net Operating Loss		(51,249	)		(3,500	)

Share-based compensation		(28,523	)		–

Provision for Income Tax		–			–

Net Loss	$	(79,772	)	$	(3,500	)

Foreign Currency Translation Adjustment		–			–

Comprehensive Loss	$	(79,772	)	$	(3,500	)

Net Loss Per Common Share - Basic	$	–		$	–

Net Loss Per Common Share - Diluted	$	–		$	–

Weighted Average Common Shares Outstanding - Basic		45,420,638			43,612,837

Weighted Average Common Shares Outstanding - Diluted		45,420,638			43,612,837

~~(2)~~The ~~Under~~accompanying ~~applicable~~notes ~~SEC~~are ~~rules,~~an aintegral ~~person~~part ~~is deemed the “beneficial owner”~~ of these aconsolidated ~~security~~financial with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the securitystatements. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.

(3) In determining the percent of voting stock owned by a person on November 14, 2019: (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 18,612,837 shares of common stock outstanding on November 14, 2019, andF-4

~~(ii)~~LNPR ~~any~~GROUP ~~shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities~~INC. ~~Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or warrants or the conversion of any other convertible securities.~~

~~(4)~~CONSOLIDATED ~~Lin~~STATEMENTS ~~Kok~~OF ~~Peng~~SHAREHOLDERS’ EQUITY ~~owns shares beneficially as a result of his ownership of Rock Capital Limited. Jose A. Capote owns shares through his 50% ownership of Earth Heat, Ltd.~~(DEFICIT)

29FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


	Number of Common Shares Issued			Common Stock			Capital Paid in Excess of Par Value		Accumulated Deficit			Total

Balance at December 31, 2020		43,612,837		$	609,508		$	258,762	$	(1,082,397	)	$	(214,127	)
Net loss		–			–			–		(3,500	)		(3,500	)
Balance at December 31, 2021		43,612,837		$	609,508		$	258,762	$	(1,085,897	)	$	(217,627	)

Cancellation of common stock		(24,150,000	)		(24,150	)		–		24,150			–
Issuance of common stock		28,522,545			28,523			–		–			28,523
Net loss		–			–			–		(79,772	)		(79,772	)
Balance at December 31, 2022		47,985,382		$	613,881		$	258,762	$	(1,141,519	)	$	(268,876	)

The ~~Company~~accompanying ~~has~~notes ~~two~~are ~~directors, including~~an ~~Joseph~~integral ~~Grimes,~~part ~~who~~of these isconsolidated ~~the~~financial ~~Chief Executive Officer and Poh Kee LIEW, who is the Chief Financial Officer~~statements.

In the year ended December 31, 2015, Rock Capital Limited, a related party advanced the Company $471,283 for working capital purposes. Total advances through December 31, 2015 were $471,283. On March 17, 2016, the Company repaid a total of $468,243 to Rock Capital Limited.F-5

InLNPR ~~the~~GROUP ~~year ended December 31, 2016, the Company continued to borrow from Rock Capital Limited~~INC. Through November 28, 2016, the balance due to Rock Capital Limited was $102,420. These funds were an interest-free loan to the Company and were due and payable on November 28, 2016. On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited. The agreement provides that if the advanced funds are not repaid by November 28, 2016, Rock Capital Limited may, in its sole discretion, extend the repayment deadline or convert all or a portion of the advances into common stock of the Company, at a conversion price of $0.00105 per share. On the same day, Rock Capital Limited elected to convert the $102,420 owed by the Company into shares of common stock at the $0.00105 conversion price, thus resulting in the loss on debt extinguishment of $199,966 and the issuance to Rock Capital Limited of 97,542,857 shares of common stock. See Note 3 to the accompanying financial statements for more details.

OnCONSOLIDATED ~~April~~STATEMENTS 1,OF ~~2016,~~CASH the Company entered into an agreement with New Asia Momentum Pte Ltd., a Singapore private company owned and controlled by Lin Kok Peng, chairman of the Board and the Company’s Chief Executive Officer and Chief Financial Officer at the time, for leasing its office space for one year. The monthly rent is around $3,476.FLOWS

~~Since~~FOR ~~December~~THE ~~19,~~YEARS ~~2016, the~~ENDED ~~previous~~DECEMBER ~~CEO Mr. Veng Kun LUN has been funding the Company for its routine operating expenditures. He has advanced to the Company $1~~31,~~130~~ as2022 ofAND ~~December 31, 2016.~~2021

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

	Year Ended December 31, 2022			Year Ended December 31, 2021

Net Loss	$	(79,772	)	$	(3,500	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share Based Compensation		28,523			–
Accrued expense and other payable		15,400			3,500
Cash used in operating activities		(35,849	)		–

Cash flows from financing activities:
Advance from a director		35,850			–
Net cash from financing activities		35,850			–

Net increase in cash		1			–
Effects on changes in foreign exchange rate		–			–
Cash at beginning of the year		1,085			1,085
Cash at end of the year	$	1,086		$	1,085

Supplemental disclosure information:
Income taxes paid	$	–		$	–
Interest paid	$	–		$	–

~~Independent~~The ~~Registered~~accompanying ~~Public~~notes ~~Accounting~~are ~~Firm's~~an ~~Fees~~integral part of these consolidated financial statements.

~~The Company paid or accrued the following fees in each of the prior two fiscal years to its principal accountant.~~F-6

	December 31, 2018		December 31, 2017
Audit Fees	$	–	$	–
Audit Related Fees		–		–
Tax Fees		–		–
All Other Fees		–		–
TOTAL	$	–	$	–

LNPR GROUP INC.

~~“Audit~~NOTES ~~Fees” consisted~~TO ofCONSOLIDATED ~~the~~FINANCIAL fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided by our independent auditors in connection with our statutory and regulatory filings or engagements.STATEMENTS

30FOR THE YEARS ENDED

~~“Tax~~DECEMBER ~~Fees” consisted of the fees billed for professional services rendered for tax compliance~~31, ~~tax~~2022 ~~advice~~AND ~~and tax planning. Included in such Tax Fees were fees for preparation of our tax returns and consultancy and advice on other tax planning matters.~~2021

~~The~~Note ~~Company~~1 ~~has~~– not designated a formal audit committee. However, as defined in the Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in the absence of a formally appointed committee, is, by definition, the Company's audit committee.Organization

~~Our~~ORGANIZATION audit committee has considered whether the provision of the non-audit services described above is compatible with maintaining auditor independence and determined that such services are appropriate. Before auditors are engaged to provide us audit or non-audit services, such engagement is (without exception, required to be) approved by the audit committee of our Board of Directors.

InNew ~~discharging~~Asia ~~the~~Energy, ~~audit committee's~~Inc. ~~oversight~~(formerly ~~responsibility~~known as toHigh Desert ~~the audit process~~Assets, ~~commencing~~Inc. ~~with~~and ~~the~~previously ~~engagement~~known ofas ~~our~~Univest ~~independent~~Tech, ~~auditors~~Inc., ~~the~~(" ~~Board obtained~~New ~~from~~Asia ~~the~~Energy ~~independent~~"), ~~auditors~~was aincorporated ~~formal~~in ~~written statement describing all relationships between~~ the ~~auditors~~State ~~and~~of ~~the Company~~Colorado ~~that might bear~~ on ~~the~~November ~~auditors'~~6, ~~independence as required by auditing standards generally accepted in the United States of America~~2007. ~~The~~ ~~Board~~New ~~discussed~~Asia ~~with~~Energy ~~the~~was ~~auditors~~originally ~~any~~formed ~~relationships~~to ~~that~~develop ~~may impact their objectivity~~ and ~~independence,~~market ~~including~~music ~~fees~~based ~~for non-audit~~on ~~services,~~technology ~~and satisfied itself as to the auditors' independence~~solutions.

~~The~~On December 1, 2017, the Board ~~discussed~~of ~~and~~Directors of ~~reviewed~~New ~~with~~Asia ~~the~~Energy ~~independent~~adopted ~~auditors~~two ~~all~~Amendments ~~matters~~to ~~required~~its Articles, changing the name of the Corporation to beLNPR ~~discussed~~Group byInc., ~~auditing~~and ~~standards~~effectuating ~~generally~~a ~~accepted~~40:1 reverse insplit of the ~~United States~~stock of ~~America~~New Asia Energy; the State of Colorado effectuated said changes on December 4, ~~including~~2017; ~~those~~and ~~described~~on inJanuary ~~the~~17, 2018, ~~applicable~~FINRA ~~auditing~~granted ~~standards~~effectiveness ~~regarding~~for ~~communications~~said ~~with~~changes ~~Audit~~and ~~Committees~~the ticker Symbol “LNPR”.

~~The~~On ~~Board~~April ~~reviewed~~21, ~~the audited~~2021, ~~financial~~Joseph ~~statements~~Grimes ofresigned ~~the Company~~ as the Chairman of ~~and for~~ the ~~years ended December 31~~Board, ~~2017~~President and ~~2016~~CEO, ~~with management~~ and ~~the~~appointed ~~independent auditors.~~Paul ~~Management~~Falconer ~~has~~as ~~the~~Director ~~sole ultimate responsibility for the preparation of the Company's financial statements~~ and ~~the independent auditors have the responsibility for their examination of those statements~~CEO.

~~Based~~On onAugust ~~the~~13, ~~above-mentioned review and discussions with the independent auditors and management~~2021, the Board ofappointed ~~Directors~~Eng ~~approved~~Wah Kung ~~the~~as ~~Company's~~CFO ~~unaudited financial statements~~ and ~~recommended~~Nicola ~~that~~Yip ~~they~~as ~~be included in its Annual Report on Form 10-K for~~ the ~~year ended December 31, 2017 for filing with the U~~COO. ~~S. Securities and Exchange Commission.~~

~~The~~Effective ~~Company's~~July ~~principal~~21, ~~accountant~~2022, Paul Falconer resigned ~~did~~as ~~not~~the ~~engage~~CEO ~~any~~and ~~other~~director ~~persons~~of orthe ~~firms~~Company ~~other~~and ~~than~~Mark ~~the~~Emerson ~~principal~~was ~~accountant's~~appointed ~~full-time,~~as ~~permanent~~the ~~employees~~CEO and director.

31Effective September 10, 2022, Nicola Yip resigned as the COO and director of the Company.

~~PART~~Note IV2 – Summary of Significant Accounting Policies

~~ITEM~~This 15summary of significant accounting policies is presented to assist the reader in understanding the Company's consolidated financial statements. ~~EXHIBITS~~The consolidated financial statements and notes are representations of the Company's management, ~~FINANCIAL~~which ~~STATEMENT~~is ~~SCHEDULES~~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.

~~Financial~~Critical ~~Statements~~Accounting Policies and ~~Schedules~~Estimates

~~The~~BASIS ~~financial~~OF statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.CONSOLIDATION

~~Exhibit~~The ~~List~~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.

~~The~~On ~~following~~October ~~exhibits~~3, ~~are~~2022, ~~filed~~an entity named “NYCEdutec LLC” (“NYCEdutec”) was formed in the State of Utah. On November 22, 2022, the manager of NYCEdutec, Mark Emerson (who also serves as ~~part~~the Chief Executive Officer and director of ~~this~~the Company, approved the issuance to the Company ~~report~~of orall ~~incorporated~~of bythe ~~reference:~~equity interests of NYCEdutec. As a result, NYCEdutec became a wholly-owned subsidiary of the Company. Prior to the equity issuance to the Company, NYCEdutec had no operations.

	Exhibit No.		Description
	3.1		Articles of Incorporation (1)
	3.2		Articles of Amendment dated July 23, 2015 (2)
	3.3		Bylaws (1)
	31.1*		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2*		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS**		XBRL Instance Document
	101.SCH**		XBRL Taxonomy Extension Schema Document
	101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
	101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

F-7

~~___________________~~USE OF ESTIMATES

~~(1)~~The ~~Previously~~preparation ~~included~~of asconsolidated anfinancial ~~Exhibit~~statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting ~~Registration~~of ~~Statement~~assets onand ~~Form~~liabilities ~~S-1~~and ~~filed~~the ~~with~~disclosure of contingent liabilities at the ~~Securities~~date of the consolidated financial statements, and ~~Exchange~~the ~~Commission~~reported onamounts ~~May~~of 18revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, ~~2009~~among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and ~~incorporated~~other ~~herein~~long-term assets byincluding ~~reference~~goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

~~(2)~~BASIS ~~Previously~~OF ~~included as an Exhibit to the Form 8-K filed with the Securities and Exchange Commission on July 31, 2015 and incorporated herein by reference.~~PRESENTATION

*The ~~Filed~~accompanying ~~herewith~~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.

**NET InLOSS ~~accordance~~PER ~~with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed “furnished” and not “filed”.~~SHARE

32The 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 reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

~~SIGNATURES~~There were no potentially dilutive instruments outstanding during the years ended December 31, 2022 and 2021.

InINCOME accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized individual.TAXES

		LNPR Group, Inc.
Dated: November 27, 2019	By:	/s/ Joseph Grimes
		Joseph Grimes
		Chief Executive Officer

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the consolidated financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes 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.

InThe ~~accordance~~Company ~~with~~expects to recognize the consolidated ~~Securities~~financial ~~Exchange~~statement ~~Act~~benefit of ~~1934,~~an asuncertain ~~amended~~tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, ~~this~~the ~~report~~amount ~~has~~to ~~been~~be ~~signed~~recognized ~~below~~in bythe consolidated financial statements will be the ~~following~~benefit ~~persons~~expected onto ~~behalf~~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 31, 2022 and 2021, the Company had no uncertain tax positions. The Company recognizes interest and inpenalties, ~~the~~if ~~capacities~~any, related to uncertain tax positions as general and onadministrative expenses. ~~the~~The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, asthe ~~indicated~~Company has not incurred any interest or tax penalties.

Signature	Title	Date
/s/ Joseph Grimes Joseph Grimes	Chief Executive Officer, Principal Executive Officer, Director	November 27, 2019
/s/ Poh Kee LIEW Poh Kee LIEW	Chief Financial Officer, Principal Financial Officer and Director	November 27, 2019

F-8

33RELATED PARTIES

~~Contents~~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.

		Page
Reports of Independent Accounting Firms		F-2 - F-3
Financial Statements
Balance Sheets as of December 31, 2018 and 2017		F-4
Statements of Operations and Comprehensive Loss for the years ended December 31, 2018 and 2017		F-5
Statements of Cash Flows for the years ended December 31, 2018 and 2017		F-6
Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2018 and 2017		F-7
Notes to Financial Statements		F-8

RECENT ACCOUNTING PRONOUNCEMENTS

~~F-1~~There are no recent accounting pronouncements that impact the Company’s operations.

~~REPORT~~GOING ~~OF INDEPENDENT ACCOUNTING FIRM~~CONCERN

~~Board~~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 ~~Directors~~assets and satisfaction of liabilities in the normal course of business for the 12 months following the date of these consolidated financial statements. The Company has suffered recurring losses and ~~Stockholders~~has working capital deficiency and negative operating cash flows.

~~LNPR~~These ~~Group~~matters, among others, raise substantial ~~Inc~~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.

WeCASH ~~have~~AND ~~reviewed~~CASH the accompanying balance sheet of LNPR Group, Inc. (the "Company") as of December 31, 2018, and the related statements of operations and comprehensive loss, shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our review.EQUIVALENTS

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform a review to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company isconsiders ~~not~~all ~~required~~highly toliquid ~~have, nor were we engaged to perform, a review of its internal control over financial reporting.~~temporary ~~Our~~cash ~~review~~investment ~~included~~with ~~consideration of internal control over financial reporting as a basis for designing review procedures that are appropriate in the circumstances, but not for the purpose of expressing~~ an ~~opinion~~original onmaturity ~~the effectiveness~~ of ~~the~~three ~~Company's~~months ~~internal control~~or ~~over~~less ~~financial~~to ~~reporting.~~be ~~Accordingly, we express no such opinion~~cash/equivalents. A review also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our review provides a reasonable basis for our opinion.

InFAIR ~~our~~VALUE ~~opinion,~~OF ~~the~~FINANCIAL financial statements referred to above present fairly, in all material respects, the financial position of LNPR Group, Inc. as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.INSTRUMENTS

~~The~~ASC ~~accompanying~~825, ~~financial statements~~“Disclosures ~~have~~about ~~been~~Fair ~~prepared~~Value ~~assuming~~of Financial ~~that~~Instruments”, ~~the~~requires ~~Company~~disclosure ~~will~~of ~~continue~~fair asvalue ainformation ~~going~~about ~~concern~~financial instruments. AsASC ~~discussed~~820, in“Fair ~~Note~~Value 2Measurements” defines tofair ~~the financial statements~~value, ~~the~~establishes ~~Company~~a ~~has~~framework ~~suffered~~for ~~recurring~~measuring ~~losses~~fair ~~from~~value ~~operations~~in ~~and~~generally ~~has~~accepted aaccounting ~~net~~principles, ~~capital deficiency~~ and ~~negative~~expands ~~operating cash~~disclosures ~~flows that raises substantial doubt~~ about ~~its~~fair ~~ability~~value ~~to continue as a going concern~~measurements. ~~Management's~~Fair ~~plans~~value inestimates ~~regard~~discussed toherein ~~these matters~~ are ~~also~~based ~~described~~upon incertain ~~Note~~market 2.assumptions ~~The~~and ~~financial~~pertinent ~~statements~~information available doto ~~not~~management ~~include~~as ~~any~~of ~~adjustments~~December ~~that~~31, ~~might result from the outcome of this uncertainty~~2022.

/Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s/ ~~Caren~~categorization ~~Currier~~ within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

~~Denton,~~Level ~~Texas~~1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

~~November~~Level 32 - Inputs include quoted prices for similar assets and liabilities in active markets, ~~2019~~quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

FLevel 3 -2 Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

~~REPORT~~The OFrespective ~~INDEPENDENT~~carrying values of certain on-balance-sheet ~~ACCOUNTING~~financial ~~FIRM~~instruments approximate their fair values. These financial instruments include cash, other payables, accruals and amount due to a director. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

~~Board of Directors and Stockholders~~F-9

~~LNPR~~SHARE-BASED ~~Group, Inc.~~COMPENSATION

WeThe ~~have~~Company ~~reviewed~~accounts ~~the~~for ~~accompanying~~equity ~~balance~~instruments ~~sheet~~issued in exchange for the receipt of ~~LNPR~~goods ~~Group,~~or services from consultants in accordance with the accounting standards regarding accounting for ~~Inc~~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 ~~"Company")~~estimated asfair market value of ~~December~~the ~~31,~~consideration ~~2018,~~received ~~and~~or the ~~related~~estimated ~~statements~~fair value of ~~operations~~the ~~and~~equity ~~comprehensive~~instruments ~~loss~~issued, ~~shareholders’ deficit~~whichever ~~and~~is ~~cash~~more ~~flows~~reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the ~~year~~earlier ~~then~~of ~~ended.~~a ~~These~~performance ~~financial~~commitment ~~statements~~or ~~are~~completion of performance by the ~~responsibility~~provider of goods ~~the~~or ~~Company's~~services ~~management~~as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of ~~Our~~the ~~responsibility~~equity instrument is torecognized ~~express~~over anthe ~~opinion~~term onof ~~these~~the ~~financial~~consulting ~~statements~~agreement ~~based~~if onthere ~~our~~is ~~review~~a term.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform a review to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company ~~is not~~accounts ~~required to have, nor were we engaged to perform, a review of its internal control over financial reporting. Our review included consideration of internal control over financial reporting as a basis~~ for ~~designing~~equity ~~review~~instruments ~~procedures that are appropriate~~ issued in ~~the circumstances,~~exchange ~~but not~~ for the ~~purpose~~receipt of ~~expressing~~services anfrom ~~opinion~~employees onin the ~~effectiveness~~consolidated ~~of the Company's internal control over~~ financial ~~reporting.~~ ~~Accordingly,~~statements webased ~~express no such opinion. A review also includes examining,~~ on atheir ~~test~~fair ~~basis,~~values ~~evidence~~at ~~supporting~~ the date ~~amounts~~of ~~and~~grant. ~~disclosures~~The infair ~~the~~value ~~financial~~of ~~statements,~~awards ~~assessing~~is ~~the~~amortized ~~accounting~~over ~~principles used and significant estimates made by management, as well as evaluating~~ the ~~overall~~requisite ~~financial~~service ~~statement presentation~~period. ~~We believe that our review provides a reasonable basis for our opinion.~~

InNote ~~our~~3 ~~opinion,~~– ~~the~~Capital ~~financial~~Stock ~~statements referred to above present fairly, in all material respects, the financial position of LNPR Group, Inc. as of December 31, 2018,~~ and ~~the~~Share-Based ~~results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.~~Compensation

~~The~~COMMON 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 has suffered recurring losses from operations and has a net capital deficiency and negative operating cash flows that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.STOCK

~~/s/~~At ~~Caren~~formation, ~~Currier~~the Company was authorized to issue 50,000,000 shares of $0.001 par value common stock. As of December 31, 2022, the total number of shares authorized to issue was 1,000,000,000 shares of $0.001 par value common stock.

~~Denton,~~The following are issuances and cancellations ~~Texas November~~of 3equity securities by the Company during the years ended December 31, ~~2019~~2022 and 2021:

~~F-3~~On November 29, 2021, the Company entered into a mutual general release and settlement agreement with Bodhisattva Investment Group to cancel 21,650,000 shares previously issued to the entity.

~~LNPR~~On ~~Group~~November 30, ~~INC~~2021, the Company entered into a share cancellation agreement with Baywall Inc. to cancel 1,200,000 shares previously issued to the entity.

~~BALANCE~~On December 2, 2021, the Company entered into ~~SHEETS~~share cancellation agreements with Christophe Martino, Michelle Monohan, and, Aika Patel, individually, to cancel an aggregate of 500,000 shares previously issued to them.

ASAs OFof ~~DECEMBER~~January 3125, ~~2018~~2022, the Company cancelled ~~AND~~23,350,000 ~~2017~~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 former-CEO and director and the owner of Falconer Family Office (“FFO”) and 1,700,000 shares to FFO for services.

	December 31, 2018			December 31, 2017
ASSETS
Current Assets
Cash	$	1,085		$	1,085
TOTAL ASSETS	$	1,085		$	1,085
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Accounts Payable/Other Payables	$	207,582		$	178,078
Advances from related parties		1,130			1,130
TOTAL LIABILITIES		208,712			179,208
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding -0- shares.		–			–
Common Stock, par value $.001 per share; Authorized 1,000,000,000 shares; issued and outstanding 18,612,837 and 18,612,837 shares respectively as of December 31, 2018 and 2017.		584,508			584,508
Capital paid in excess of par value		258,762			258,762
Stock subscriptions receivable		–			–
Accumulated other comprehensive income		38			38
Accumulated deficit		(1,050,935	)		(1,021,431	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(207,627	)		(178,123	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	1,085		$	1,085

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.

~~The accompanying notes are an integral part of these financial statements.~~F-10

~~F-4~~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.

~~LNPR~~On ~~Group~~July 20, ~~INC~~2022, the Company issued 650,000 common shares at par value for a total of $650 to Nicola Yip, the former director of the Company, for consulting services.

~~STATEMENTS~~On OFJuly 20, 2022, a total of 4,172,545 shares ~~OPERATIONS~~at ~~AND~~par ~~COMPREHENSIVE~~value ~~LOSS~~for a total of $4,173 were issued to the directors of the Company for their services under the 2022 Stock Incentive Plan which was adopted on June 7, 2022.

~~FOR~~On ~~THE~~July ~~YEARS ENDED~~21, ~~DECEMBER~~2022, 21Mark Emerson purchased 24,472,545 (51%) ~~2018~~shares ~~AND~~from ~~2017~~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.

	Year Ended December 31, 2018			Year Ended December 31, 2017
Operating Expenses:
General and Administrative	$	29,504		$	174,123
Loss (Gain) on Debt Extinguishment		–			–
Total Operating Expenses		29,504			174,123
Net Operating Loss		(29,504	)		(174,123	)
Provision for Income Tax		–			–
Net Loss	$	(29,504	)	$	(174,123	)
Foreign Currency Translation Adjustment		–			–
Comprehensive Loss	$	(29,504	)	$	(174,123	)
Net Loss Per Common Share - Basic	$	(0.00	)	$	(0.00	)
Net Loss Per Common Share - Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding - Basic		18,612,837			472,288,978
Weighted Average Common Shares Outstanding - Diluted		18,612,837			472,288,978

SHARE-BASED COMPENSATION

The ~~accompanying~~following ~~notes~~table ~~are~~summarizes the Company's total share-based compensation anexpense ~~integral~~recognized ~~part~~in ofoperating ~~these~~overhead ~~financial~~expense, ~~statements.~~as applicable:

F-5

	December 31, 2022		December 31, 2021

Restricted Common Shares – shares awards to directors for service	$	24,350	$	–
Restricted Common Shares – shares awards to consultants for service		4,173		–
Total Stock-Based Compensation Expense	$	28,523	$	–

~~LNPR~~As ~~Group~~of January 25, ~~INC~~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 former-CEO, director and the owner of FFO and 1,700,000 shares to FFO for services.

~~STATEMENTS~~Effective OFJune 7, 2022, the Company entered into ~~CASH~~Consulting ~~FLOWS~~Agreement with Yee Yui Advisory Limited, a subsidiary of FFO pursuant to which the Company issued 650,000 shares to Nicola Yip for consulting services.

~~FOR~~Effective ~~THE~~June ~~YEARS~~7, 2022, the Company issued an ~~ENDED~~aggregate ~~DECEMBER~~of 314,172,545 ~~2018~~shares ~~AND~~of ~~2017~~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. The Shares were fully earned, validly issued, fully paid and non-assessable securities of the Company.

		Year Ended December 31, 2018			Year Ended December 31, 2017
Net Loss	$	(29,504	)	$	(174,123	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (gain) on debt extinguishment		–			–
Accounts payable		29,504			174,078
Expenses paid on behalf of Company		–			–
Cash used in operating activities		–			(45	)
Cash flows from financing activities:
Proceeds from issuance of common stock		–			–
Borrowings from related party		–			–
Repayment on borrowings from related party		–			–
Net cash provided by (used in) financing activities		–			–
Net increase (decrease) in cash		–			(45	)
Effects on changes in foreign exchange rate		–			–
Cash at beginning of the year		1,085			1,130
Cash at end of the year	$	1,085		$	1,085
Supplemental disclosure information:
Income taxes paid	$	–		$	–
Interest paid	$	–		$	–
Non-cash transactions:
Debt settled with issuance of common stock	$	–		$	102,420

2022 Stock Incentive Plan

The ~~accompanying~~LNPR ~~notes~~Group, ~~are~~Inc. 2022 Stock Incentive Plan an(the ~~integral~~“Stock ~~part~~Incentive Plan”) provides for the issuance of ~~these~~up ~~financial~~to ~~statements~~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.

F-611

~~LNPR~~Note ~~GROUP,~~4 ~~INC.~~– Loss Per Share

~~STATEMENTS~~The OFfollowing ~~SHAREHOLDERS’~~table sets forth the computation of basic and diluted ~~EQUITY~~net ~~(DEFICIT)~~loss per share:

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017


	For the Years Ending December 31,
	2022			2021
Net loss attributable to common stockholders	$	(79,772	)	$	(3,500	)

Basic weighted average outstanding shares of common stock		45,420,638			43,612,837
Dilutive effects of common share equivalents		–			–
Dilutive weighted average outstanding shares of common stock		45,420,638			43,612,837
Net loss per share of common stock - basic and diluted	$	0		$	0

	Number Of Common Shares		Common		Capital Paid in Excess of Par		Stock		Accumulated Other Comprehensive		Accumulated
	Issued		Stock		Value		Receivable		Income		Deficit			Total
Balance at December 31, 2016		425,508,156	$	424,508	$	418,762	$	–	$	38	$	(847,308	)	$	(4,000	)
Issuance of common stock * before 40:1
Proceeds from issuance of common stock		–		–		–		–		–		–			–
Net loss		–		–		–		–		–		(174,123	)		(174,123	)
Balance at December 31, 2017		18,612,837	$	584,508	$	418,762	$	–	$	38	$	(1,021,431	)	$	(178,123	)
Issuance of common stock		–		–		–		–		–		–			–
Proceeds from issuance of common stock		–		–		–		–		–		–			–
Net loss		–		–		–		–		–		(29,504	)		(29,504	)
Balance at December 31, 2018		18,612,837	$	584,508	$	418,762	$	–	$	38	$	(1,050,935	)	$	(207,627	)

Note 5 – Income Taxes

~~The~~Deferred ~~accompanying~~income ~~notes~~taxes ~~are~~arise from the temporary andifferences ~~integral~~between ~~part~~financial statement and income tax recognition of ~~these~~net ~~financial~~operating ~~statements~~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.

~~F-7~~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:

LNPR GROUP, INC.

Schedule of deferred tax assets	December 31, 2022			December 31, 2021

Deferred tax assets:
Net operating loss	$	(79,772	)	$	(3,500	)
Valuation allowance		79,772			3,500
Total deferred tax asset	$	–		$	–

~~NOTES~~Note TO6 ~~FINANCIAL~~– ~~STATEMENTS~~Related Party Transactions

~~For~~In addition to the ~~years~~information ~~ended~~disclosed ~~December~~elsewhere 31in the consolidated financial statements, ~~2018~~the following transactions took place between the Company and ~~2017~~related party at terms agreed between the parties.

~~Note~~On 1April –20, ~~Organization~~2021, Mr. Grimes resigned from all positions within the Company. On November 29, 2021, the Company and ~~Summary~~Mr. ofGrimes entered into the Mutual General Release and Settlement ~~Significant~~Agreement ~~Accounting~~pursuant ~~Policies~~to which Mr. Grimes and BIG agreed to cancel 21,650,000 and retain 350,000 of the Grimes Shares.

~~ORGANIZATION~~F-12

~~New~~On ~~Asia~~November ~~Energy~~29, ~~Inc. (formerly known as High Desert Assets~~2021, ~~Inc.~~a ~~and~~total ~~previously~~of ~~known as Univest Tech~~21, ~~Inc.~~650,000 ~~(the "Company"), was incorporated in the~~shares ~~State~~held ofby ~~Colorado~~Bodhisattva onInvestment ~~November 6~~Group, ~~2007.~~a ~~The~~substantial ~~Company~~shareholder ~~was~~of ~~originally formed to develop and market music based on technology solutions. In February 2015,~~ the Company ~~underwent a change in control~~, ~~and~~were ~~management adopted a new business plan based on the development of a "Pure Play" Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms~~cancelled.

OnNYCEdutec ~~February 6, 2015, the Company~~ entered into ~~Stock~~a ~~Purchase~~Software ~~Agreements~~License ~~with~~Agreement (the ~~two~~“Agreement”) ~~U.S.~~with ~~accredited~~NYC ~~investors~~English, ~~Scott~~LLC C.(“NYC ~~Kline~~English”), ~~and~~a ~~Jose~~Utah A.limited ~~Capote,~~liability ~~the~~company ~~Secretary and~~which ~~Chief~~is ~~Technical~~controlled by ~~Officer of~~ the Company’s ~~at the time~~CEO, ~~respectively,~~Mark ~~and~~Emerson. ~~two~~Pursuant ~~foreign~~to ~~investors,~~the ~~including Rock Capital Limited~~Agreement, ~~the~~ ~~new~~NYCEdutec ~~majority~~is ~~owner~~required ofto ~~the~~make ~~Company,~~(or ~~pursuant~~arrange tofor) ~~which~~minimum purchases of the ~~Company~~Products ~~issued an aggregate~~ of 17$1,~~446~~000,~~673~~000 ~~shares~~in ofyear ~~common~~one ~~stock~~and $1, or500,000 ~~approximately~~in 42year two.3% ofDuring the ~~issued~~fiscal ~~and~~year ~~outstanding~~ended ~~common~~December ~~stock~~31, ~~of the Company~~2022, atthere anwas ~~aggregate~~no purchase ~~price of approximately~~ ~~$17,446.~~transaction ~~The sales of common stock were~~ made ~~following the acquisition~~ by ~~Rock Capital Limited~~NYCEdutec.

OnDuring ~~February~~the 6,fiscal ~~2015~~year ~~(the “Closing~~ended ~~Date”)~~December 31, ~~Rock~~2022, the ~~Capital~~Company ~~Limited~~issued ~~acquired~~(i) 1425,~~250~~122,~~000~~545 shares of common ~~stock~~Stock ofto ~~the~~Paul ~~Company~~Falconer, ~~representing~~the ~~approximately 34.7%~~Company’s offormer ~~the~~CEO ~~issued~~ and ~~outstanding~~director ~~shares~~ of ~~common stock of~~ the Company and ~~as of~~ the ~~Closing~~owner ~~Date,~~of ~~from~~FFO ~~Jaitegh~~and ~~Singh~~1,700,000 ~~the~~shares ~~previous majority~~to ~~shareholder~~FFO offor ~~the~~consulting ~~Company.~~and Ondirector ~~the same date~~services, ~~Rock~~(ii) ~~Capital Limited also acquired an additional~~ 1,~~565,~~450,000 shares of common stock ~~from~~to ~~several minority holders~~Nicola Yip, ~~including~~the ~~Loro~~former ~~Verde~~director ~~Investments,~~and ~~representing~~officer ~~approximately 3.8%~~ of the ~~issued~~Company for consulting and ~~outstanding~~ director services, 250,000 shares of common stock ofto ~~the~~Eng ~~Company.~~Wah AsKung, the aCFO ~~result~~and of the ~~foregoing,~~director as of the ~~February~~Company 6,for ~~2015,~~director ~~Rock~~service. ~~Capital~~There ~~Limited~~was ~~acquired common~~no ~~stock~~share-based ~~representing~~payment ~~approximately~~made ~~76%~~in of the ~~issued~~fiscal ~~and~~year ~~outstanding~~ended ~~shares~~December 31, ~~of common stock of the Company~~2021.

OnPaul ~~July~~Falconer ~~23,~~advanced ~~2015~~$11,800 to the Company ~~filed~~as ~~Articles~~ of ~~Amendment~~December to31, ~~its~~2022 ~~Articles~~for ofthe ~~Incorporation~~routine ~~with~~operating ~~the~~expenditure. ~~Colorado~~The ~~Secretary~~advance ofwas ~~State~~unsecured, tointerest ~~change~~free ~~the~~and ~~name~~payable ofon ~~the~~demand. ~~Company~~Paul Falconer ~~from~~was ~~High~~the ~~Desert~~former ~~Assets,~~Chief ~~Inc.~~Executive toOfficer ~~New~~and ~~Asia~~director ~~Energy,~~of ~~Inc.~~the OnCompany ~~July~~since ~~29,~~the ~~2015,~~beginning of the ~~Financial~~last ~~Industry~~fiscal ~~Regulatory~~year ~~Authority~~for ~~(FINRA)~~which ~~approved~~ the ~~change~~Company has filed an Annual Report on Form 10-K.

OnMark ~~December~~Emerson ~~31,~~advanced ~~2015~~$35,850 ~~the Company~~to ~~went through a change of control of ownership when (i)~~ the Company ~~issued under Regulation S an aggregate of 285,750,001~~as ~~shares~~ of ~~the~~December ~~Company's~~31, ~~common~~2022 ~~stock to a total of 10 accredited foreign persons in exchange~~ for the ~~receipt~~routine ofoperating anexpenditure. ~~aggregate~~The ~~of $300,000,~~advance ~~including,~~was ~~but not limited to~~unsecured, ~~Rong~~interest Yifree ~~Rong (Beijing) Asset Management Limited (167,995,350 shares), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Technology Development Limited (27,297,224 shares),~~ and ~~Million~~payable ~~Leader~~on HKdemand. ~~Limited (27,297,224~~Mark ~~shares), and (ii) Rock Capital Limited sold 14,250,000 of its shares of the Company's common stock to Platinum Starlight~~Emerson HKis ~~Limited~~currently ~~in exchange for~~ the ~~receipt~~Chief ofExecutive anOfficer ~~aggregate of $100,000, altogether representing approximately 91.8% of the issued~~ and ~~outstanding~~ ~~common~~director ~~stock~~ of the Company. ~~The Company received $269,435 as of December 31, 2015. The remaining amount was received in March 2016.~~

~~F-8~~Note 7 – Contractual Obligations and Commitments

~~On December 19~~NYCEdutec, ~~2016,~~the ~~Lin Kok~~wholly-owned ~~Peng,~~subsidiary ~~chairman~~ of the Company, ~~Board~~entered ~~and~~into ~~the~~a ~~Company's~~Software ~~Chief~~License ~~Executive~~Agreement ~~Officer~~with ~~and~~NYC ~~Chief~~English ~~Financial~~Pursuant ~~Officer~~to the Agreement, ~~Allister~~NYCEdutec ~~Lim~~is ~~Wee~~appointed ~~Sing,~~by ~~director~~NYC English as the non-exclusive licensee of all three levels of NYC English software (the ~~Company,~~“Products”) ~~and~~throughout ~~Jose~~the ~~Capote,~~world. ~~secretary~~The initial term of the ~~Company~~Agreement is until December 31, ~~resigned~~2024. ~~from~~During the ~~Board~~initial ~~and~~term, ~~their~~NYCEdutec ~~positions~~is asrequired ~~Company~~to ~~officers.~~make On(or arrange for) minimum purchases of the ~~same~~Products ~~day~~of $1,000,000 ~~the~~in ~~Board~~year ~~named~~one Mr(i.e. ~~Veng~~for ~~Kun~~the ~~Lun~~fiscal ~~and~~year ~~Mr.~~ending ~~Poh~~December, ~~Kee~~2023) ~~Liew~~and as$1,500,000 ~~new~~in ~~directors.~~year Mrtwo (i.e. ~~Veng~~for ~~Kun~~the ~~Lun~~fiscal year ~~was~~ending ~~also~~December, ~~named~~2024). toThe besuggested ~~the Chief~~retail ~~Executive~~price ~~Officer~~for ~~and~~the ~~secretary~~Products ofand the ~~Company,~~purchase ~~and~~price ~~Mr.~~of ~~Poh~~the ~~Kee~~Products ~~Liew~~by ~~was~~NYCEdutec ~~named~~will asbe ~~Chief~~decided between ~~Financial~~the ~~Officer~~parties ofat ~~the~~a ~~Company~~later date.

InNote ~~November~~8 ~~2016,~~– ~~Rock Capital~~Subsequent Limited transferred part of the Company’s common stock to individuals, and converted debt of $102,420 to 97,542,857 shares of the Company’s common stock. As of December 31, 2016, Rock Capital Limited remained as the largest shareholder of the Company.Events

OnIn ~~December~~accordance 1,with ~~2017~~ASC 855-16, ~~the~~management has ~~Board~~performed ofan ~~Directors~~evaluation of ~~New~~subsequent ~~Asia~~events ~~Energy,~~through ~~Inc. (~~the ~~“Company”)~~date ~~adopted~~that ~~two Amendments to its Articles, changing~~ the ~~name of~~financial ~~the~~statements ~~Corporation~~were available to ~~LNPR~~be ~~GROUP,~~issued ~~INC.,~~ and ~~effectuating~~has ~~a 40:1 reverse split of the company’s stock; the State of Colorado~~determined ~~effectuated~~that ~~said~~it ~~changes~~does onnot ~~December~~have 4,any ~~2017;~~material ~~and~~subsequent onevents ~~January~~to ~~17, 2018, FINRA granted effectiveness for said changes and the ticker Symbol “LNPR”~~disclose.

Note 2 – Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The 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 financial statements.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 expenses during the reporting periods. Actual results could differ from those estimates.

EARNINGS 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 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 during the years ended December 31, 2018 and 2017.

F-9

INCOME TAXES

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes 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 statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018 and 2017, 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.

FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2018 and 2017, the fair value of cash and accounts payable approximated carrying value due to the short maturity of the instruments.

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

F-10

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.

IMPACT OF NEW ACCOUNTING STANDARDS

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU 2016- 02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all non-public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently in the process of evaluating the impact of the adoption on its financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ”. These amendments provide cash flow statement classification guidance for: 1. Debt Prepayment or Debt Extinguishment Costs; 2. Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; 3. Contingent Consideration Payments Made after a Business Combination; 4. Proceeds from the Settlement of Insurance Claims; 5. Proceeds from the Settlement of Corporate- Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; 6. Distributions Received from Equity Method Investees; 7. Beneficial Interests in Securitization Transactions; and 8. Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of the adoption on its financial statements.

GOING CONCERN

The accompanying 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. The Company has suffered recurring losses and has working capital deficiency and negative operating cash flows.

These matters, among others, raise substantial 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 financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

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Note 3 – Capital Stock

At formation, the Company was authorized to issue 50,000,000 shares of $.001 par value common stock.

On June 26, 2015, the Company filed an Information Statement (“The PRE 14C”) with the Securities and Exchange Commission (“SEC”), pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), notifying the holders of common stock, par value $0.001 per share, of the Company that on June 26, 2015, the Company received a written consent of shareholders holding in aggregate more than a majority of the total voting power of all issued and outstanding capital stock of the Company in lieu of a meeting of the shareholders, authorizing the following:

· Changing the name of the Company from High Desert Assets, Inc. to New Asia Energy, Inc.; and

· Increasing the Company's authorized common stock, par value $0.001 per share, from 250,000,000 shares to 500,000,000 shares and to increase of the Company's authorized preferred stock, par value $0.10 per share, from 1,000,000 shares to 10,000,000 shares (the “Preferred Stock Increase”).

On July 7, 2015, the Company filed the final Form 14C with the SEC. On July 23, 2015, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State on the above changes. On July 29, 2015, the FINRA approved the Corporate Actions. The Company's stock is quoted on the OTCQB under the ticker symbol NAEI.

On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that Rock Capital Limited, the principal controlling shareholder of the Company at the time, (i) had been advancing all the funds to the Company since February 6, 2015 to pay for operating expenses of the Company ("Prior Advances") and (ii) would be required to advance an additional $250,000 to the Company to fund further operating expenses and investments of the Company (together with Prior Advances, "Advances"). The Board further resolved that these Advances would constitute an interest-free loan to the Company due on October 31, 2015. However, if the Company was unable to repay these Advances by such date, Rock Capital Limited, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the Advances into common stock at a conversion price of $0.02 per share. As of December 31, 2015, Rock Capital Limited, did not convert the Advances to common stock, and thus the Advances remained as an interest-free loan to the Company. On March 17, 2016, the Company repaid a total of $468,243 to Rock Capital Limited. On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited, pursuant to which both parties acknowledged that the advances to the Company as of that day, $102,420, were interest-free and due on the same day. The agreement also allows Rock Capital Limited to extend the repayment deadline or convert all or a portion of the advances into common stock of the Company at $0.00105 per share. On November 28, 2016, Rock Capital Limited elected to convert the $102,420 owed to it by the Company into shares of common stock at the $0.00105 conversion price, resulting in the loss of debt extinguishment of $199,966 and issuance to Rock Capital Limited of 97,542,857 shares of common stock.

On December 31, 2015, the Company went through a change of control of ownership when (i) the Company issued under Regulation S an aggregate of 285,750,001 shares of the Company's common stock to a total of 10 accredited foreign persons in exchange for the receipt of an aggregate of $300,000. (ii) Rock Capital Limited sold 14,250,000 of its shares of the Company's common stock to Platinum Starlight HK Limited in exchange for the receipt of an aggregate of $100,000, altogether representing approximately 91.8% of the issued and outstanding common stock of the Company. See Note 1 for more details.

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Note 4 – Loss Per Share

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

	For the Years Ending December 31,
	2018			2017
Net loss attributable to common stockholders	$	(29,504	)	$	(174,123	)
Basic weighted average outstanding shares of common stock		18,612,837			472,288,978
Dilutive effects of common share equivalents		–			–
Dilutive weighted average outstanding shares of common stock		18,612,837			472,288,978
Net loss per share of common stock - basic and diluted	$	0.00		$	0.00

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:

	December 31, 2018			December 31, 2017
Deferred tax assets:
Net operating loss	$	29,504		$	174,123
Valuation allowance		(29,504	)		(174,123	)
Total deferred tax asset	$	–		$	–

At December 31, 2018 and December 31, 2017, the Company had approximately $1,050,935 and $1,021,431, respectively, in unused federal net operating loss carry- forwards, which begin to expire principally in the year 2029. A deferred tax asset at each date of approximately $29,504 and $174,123 resulting from the loss carry-forwards has been offset by a 100% valuation allowance.

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The following table reconciles the statutory U.S. federal income tax rate to the Company's effective income tax rate.

	For the year ended December 31,		For the year ended December 31,
	2018		2017
U.S. Federal statutory rate		34%		34%
State income tax rate (net of federal benefit)		4.63%		4.63%
Changes in valuation allowance for DTA		-38.63%		-38.63%
Effective income tax rate		–%		–%

Note 6 – Related Party Activity

In the year ended December 31, 2016, the Company continued to borrow from Rock Capital Limited. Through November 28, 2016, the balance due to Rock Capital Limited was $102,420. These funds were an interest-free loan to the Company and were due and payable on November 28, 2016. On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited. The agreement provides that if the advanced funds are not repaid by November 28, 2016, Rock Capital Limited may, in its sole discretion, extend the repayment deadline or convert all or a portion of the advances into common stock of the Company, at a conversion price of $0.00105 per share. On the same day, Rock Capital Limited elected to convert the $102,420 owed by the Company into shares of common stock at the $0.00105 conversion price, resulting in the loss on debt extinguishment of $199,966 and the issuance to Rock Capital Limited of 97,542,857 shares of common stock. See Note 3 for more details.

Note 7 – Commitments and Contingencies

On June 9, 2016, Sharon Morrison and Morrison Enterprises ("Plaintiffs") filed a lawsuit ("Complaint") in the Circuit Court of The Seventeenth Judicial Circuit In And For Broward County, Florida, naming Univest Tech Inc. (now known as New Asia Energy Inc. ("NAEI"), which is the Company's current name) as a defendant as well as naming other defendants (including, but not limited to, Manminderjit ("Manny") Singh, Esq., a Florida attorney, Luke Zouvas, Esq., a California attorney, and Zouvas Law Group, P.C. ("ZLG"), which is the law practice corporation owned by Mr. Zouvas) (collectively, "Defendants"). According to the Complaint, on March 24, 2014, (prior to the Change in Control), Manny Singh, Esq., allegedly emailed Ms. Morrison offering to sell her 5,000 shares in an investment opportunity he called "Chino Valley Arizona." Allegedly, Ms. Morrison wired $10,000 in U.S. funds the next day to Luke Zouvas, Esq.'s trust account maintained by ZLG. The wire instructions stated "For Chino Valley Arizona 5000.00 Shares." On September 10, 2014, Ms. Morrison allegedly received an email from an employee of ZLG that had attached to it a September 9, 2014, letter signed by Manny Sing, Esq., transmitting a Stock Purchase Agreement that offered to sell Ms. Morrison, personally, 10,000 shares of Univest Tech Inc. (now NAEI) through a private resale of shares of capital stock purportedly held by Sandman Holdings Corp. which allegedly was a record or beneficial owner of Univest Tech, Inc., (now NAEI) stock at the time. Plaintiffs allege that they did not sign the Stock Purchase Agreement with Sandman Holdings Corp. and did not receive any shares of the capital stock of Univest Tech, Inc., (now NAEI). Plaintiffs are seeking $10,000 U.S. in damages from Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq., related to the Chino Valley Investment Opportunity based on various causes of action solely alleged against Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq. Although Plaintiffs have named Univest Tech, Inc., (now NAEI) as a party defendant in the Complaint, the Plaintiffs have not alleged any causes of action against Univest Tech, Inc. (now NAEI) for damages or to enforce or set aside the unsigned Stock Purchase Agreement for Sandman Holdings' stock in Univest Tech, Inc., (now NAEI). Because Univest Tech, Inc., (now NAEI) has only been named in the lawsuit without seeking any damages from the Company, an estimate of the potential loss, or range of loss, if any, to the Company relating to these proceedings is not possible at this time. Although, if Plaintiffs amended the Complaint to state a cause of action for damages against Univest Tech, Inc., (now NAEI), then, based on the Plaintiffs' present allegations, such a claim for damages would be for the same $10,000 U.S. in damage Plaintiffs are seeking against Defendants Manny Sing, Esq., ZLG, and Luke Zouvas, Esq. Based on the allegations of the Complaint, the Company is of the opinion that it should not have been named as a party-defendant to the proceedings just as Jaitegh Singh, Esq. (Manny Singh's son and the Company's principal shareholder in 2014) was not named as a party-defendant. There are no allegations that the Company was involved in offering or selling (i) the Chino Valley Investment Opportunity, (ii) the Stock Purchase Agreement with Sandman Holdings Corp. (which is not named as a party-defendant) or (iii) any other shares of the Company.

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The Company has enlisted a Florida counsel to obtain the dismissal of the Complaint against the Company. The Company is vigorously defending itself in the litigation. The Company's Florida counsel has filed a Motion to Dismiss for Lack of Jurisdiction seeking dismissal of the lawsuit on the grounds that the Florida Court lacks jurisdiction over the Company. In early October 2016, the Company's Florida counsel has also served a Motion for Sanctions Pursuant to Section 57.105 of the Florida Statutes (the "57.105 Motion") requesting that the Plaintiffs voluntarily dismiss the Company within 21 days or be subject to sanctions for continuing to pursue the lawsuit. Plaintiffs did not drop the Company from the lawsuit within 21 days or thereafter. Therefore, the Company’s Florida counsel filed the 57.105 Motion.

In order to keep their case from being dismiss for failure to allege any claim or cause of action against Univest Tech, Inc. (now NAEI), Plaintiffs amended their original complaint by filing an Amended Complaint making allegations against Univest Tech, Inc. (now NAEI). After receiving Plaintiffs’ Amended Complaint, the Company filed another motion to dismiss on the grounds of a lack of jurisdiction and for an inconsistency in the pleadings. Plaintiffs changed no allegations from the original complaint about where it sent the $10,000 or who might have or did receive those funds. Without any allegations being made as to how Univest Tech, Inc. (now NAEI) would have converted Plaintiffs’ funds to the Company’s own use or any allegation that Univest Tech, Inc. (now NAEI) ever received any of Plaintiffs’ funds, Plaintiffs brought two counts in the Amended Complaint against Univest Tech, Inc. (now NAEI), one for conversion and the other for unjust enrichment. These claims are deficient because of the failure to allege that Univest Tech, Inc. (now NAEI) actually ever received and had dominion or control over the Plaintiffs’ funds.

Although Plaintiffs have alleged causes of action against other defendants that could exceed $10,000, Plaintiffs have only alleged a cause of action against NAEI that could result in a $10,000 judgment against Plaintiffs which is outside the jurisdiction of the Florida Circuit Court because it can only consider cases with damages in excess of $15,000. Therefore, in addition to the other basis for dismissal for lack of jurisdiction, NAEI could be dismissed for want of the Circuit Court’s jurisdiction. As such, the Company’s motion to dismiss the Amended Complaint still alleges a lack of any basis to have sued Univest Tech, Inc. (now NAEI) as well as a lack of any jurisdiction over Univest Tech, Inc. (now NAEI). The Company also included in that motion a claim that Plaintiffs have acted in Bad Faith in suing Univest Tech, Inc. (now NAEI) and should be sanctioned for having done so by an award of attorney’s fees and costs against Plaintiffs and their counsel for having sued Univest Tech, Inc. (now NAEI) in the Amended Complaint. While the Company is of the opinion that NAEI will ultimately be dismissed from the action, the Company cannot assure that result under any circumstance.

For the years ended December 31, 2018 and 2017, the rental expense is $0 and $0, respectively. As of December 31, 2018, future minimum lease commitments under the non-cancellable lease $0.00.

Note 8 – Subsequent Events

Starting from December 24, 2018, the Company uses an office space from Joseph Grimes, CEO.

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