Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54171 | |
Entity Registrant Name | LNPR GROUP INC. | |
Entity Central Index Key | 0001454510 | |
Entity Tax Identification Number | 26-1381565 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 175 S. Main St. | |
Entity Address, Address Line Two | Suite 1220 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84111 | |
City Area Code | (801) | |
Local Phone Number | 699-2928 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,812,837 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,888 | $ 1,086 |
Deposit and prepayment | 281,500 | 0 |
TOTAL ASSETS | 284,388 | 1,086 |
Current liabilities | ||
Accruals and other payables | 222,697 | 234,112 |
Amount due to a director | 24,200 | 35,850 |
TOTAL LIABILITIES | 246,897 | 269,962 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding -0- shares | 0 | 0 |
Common Stock, par value $0.001 per share; Authorized 1,000,000,000 shares; Issued and outstanding 60,312,837 and 47,985,382 as of June 30, 2023 and December 31, 2022, respectively | 626,008 | 613,881 |
Capital paid in excess of par value | 1,942,126 | 258,762 |
Accumulated deficit | (2,530,643) | (1,141,519) |
TOTAL SHAREHOLDERS' EQUITY / (DEFICIT) | 37,491 | (268,876) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 284,388 | $ 1,086 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 60,312,837 | 47,985,382 |
Common Stock, Shares, Outstanding | 60,312,837 | 47,985,382 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
General and administrative expenses | $ (569,939) | $ (1,800) | $ (923,633) | $ (3,600) |
Total operating expenses | (569,939) | (1,800) | (923,633) | (3,600) |
Loss from operations | (569,939) | (1,800) | (923,633) | (3,600) |
Share-based compensation | (465,491) | 0 | (465,491) | (23,700) |
Impairment loss | 0 | 0 | 0 | 0 |
Total other income (expense) | (465,491) | 0 | (465,491) | (23,700) |
Loss before Income Tax | (1,035,430) | (1,800) | (1,389,124) | (27,300) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (1,035,430) | (1,800) | (1,389,124) | (27,300) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Total comprehensive loss | $ (1,035,430) | $ (1,800) | $ (1,389,124) | $ (27,300) |
Net loss per common share – basic | $ (0.02) | $ 0 | $ (0.02) | $ 0 |
Net loss per common share – diluted | $ (0.02) | $ 0 | $ (0.02) | $ 0 |
Weighted average common shares outstanding basic | 59,569,688 | 43,346,262 | 56,574,729 | 43,346,262 |
Weighted average common shares outstanding diluted | 59,569,688 | 43,346,262 | 56,574,729 | 43,346,262 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2023 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 613,881 | $ 258,762 | $ (1,141,519) | $ (268,876) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 47,985,382 | |||
Issuance of common stock upon debt conversion | $ 4,000 | 26,000 | 30,000 | |
Issuance of common stock upon debt conversion , shares | 4,000,000 | |||
Issuance of common stock | $ 8,327 | 1,657,164 | 1,665,491 | |
Issuance of common stock, shares | 8,327,455 | |||
Net loss | (1,389,124) | (1,389,124) | ||
Ending balance, value at Jun. 30, 2023 | $ 626,208 | $ 1,941,926 | $ (2,530,643) | $ 37,491 |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 60,312,837 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (1,389,124) | $ (27,300) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share Based Compensation | 465,491 | 23,700 |
Changes in assets and liabilities: | ||
Prepaid expenses & deposits | (281,500) | 0 |
Accrued expense and other payable | (11,415) | 3,600 |
Net cash used in operating activities | (1,216,548) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 1,230,000 | 0 |
Proceeds from related parties | 0 | 0 |
Repayment to a director | (11,650) | 0 |
Net cash generated from financing activities | 1,218,350 | |
Net decrease in cash | 1,802 | 0 |
Effect on changes in foreign exchange rate | 0 | 0 |
Cash at beginning of period | 1,086 | 1,085 |
Cash at end of period | 2,888 | 1,085 |
Supplemental disclosure information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Non-cash transactions: | ||
Expenses paid by related parties on behalf of the Company | 0 | 0 |
Common stocks issued to shareholder | $ 0 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization ORGANIZATION New Asia Energy, Inc. (formerly known as High Desert Assets, Inc. and previously known as Univest Tech, Inc., (“New Asia Energy”), was incorporated in the State of Colorado on November 6, 2007. New Asia Energy was originally formed to develop and market music based on technology solutions. On December 1, 2017, the Board of Directors of New Asia Energy 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 stock of New Asia Energy; the State of Colorado effectuated said changes on December 4, 2017; and on January 17, 2018, FINRA granted effectiveness for said changes and the ticker Symbol “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 December 24, 2018. On April 21, 2021, Joseph Grimes resigned as the Chairman of the Board, President and CEO, and appointed Paul Falconer as Director and CEO. On August 13, 2021, the Board appointed Eng Wah Kung as CFO and Nicola Yip as the COO. Effective July 21, 2022, Paul Falconer resigned as the CEO and director of the Company and Mark Emerson was appointed as the CEO and director. Effective September 10, 2022, Nicola Yip resigned as the COO and director of the Company. On July 5, 2023, the members of the Board of Directors of the Company increased the members of the Board to three members and appointed Melissa Handley as a director to fill the vacancy left from the increase in members. On July 5, 2023, NYC English LLC changed its name to AIEnglishGPT LLC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist the reader in understanding the Company's consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the consolidated financial statements. Critical Accounting Policies and Estimates BASIS OF CONSOLIDATION The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, AIEnglishGPT LLC (“ AIEnglishGPT AIEnglishGPT is a limited liability company formed in the State of Utah under the Utah state law on October 3, 2022 by the sole member, Mark Emerson who is also the Chief Executive Officer and director of the Company. On November 22, 2022, AIEnglishGPT issued all of its membership interests to the Company. As a result, AIEnglishGPT became a wholly-owned subsidiary of the Company. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification ™ NET LOSS PER SHARE The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share 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 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 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. The Company expects to recognize the consolidated 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 consolidated financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no consolidated financial statement benefit is recognized. As of June 30, 2023 and December 31, 2022, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. RELATED PARTIES A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. RECENT ACCOUNTING PRONOUNCEMENTS There are no recent accounting pronouncements that impact the Company’s operations. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business for the 12 months following the date of these consolidated financial statements. The Company has suffered recurring losses and has working capital deficiency and negative operating cash flows. These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of equity and/or debt financing to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. CASH AND CASH EQUIVALENTS The Company considers all highly liquid temporary cash investment with an original maturity of three months or less to be cash/equivalents. SHARE-BASED COMPENSATION The Company accounts for equity instruments issued in exchange for the receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term. The Company accounts for equity instruments issued in exchange for the receipt of services from employees in the consolidated financial statements based on their fair values at the date of grant. The fair value of awards is amortized over the requisite service period. |
Capital Stock and Share-Based C
Capital Stock and Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Capital Stock and Share-Based Compensation | Note 3 – Capital Stock and Share-Based Compensation COMMON STOCK At formation, the Company was authorized to issue 50,000,000 shares of $0.001 par value common stock. As of January 1, 2022, the Company had a total of 43,612,837 common stocks issued and paid-up. As of January 25, 2022, the Company cancelled 23,350,000 23,350 23,700,000 23,700 22,000,000 1,700,000 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 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 On July 20, 2022, the Company issued 650,000 650 On July 20, 2022, a total of 4,172,545 On July 21, 2022, Mark Emerson purchased 24,472,545 (51%) shares from Paul Falconer in a private sale and gained majority control of the Company. Mr. Falconer has resigned as a director and officer of the Company. On January 16, 2023, the Company issued 2,300,000 1,700,000 30,000 On January 24, 2023, the Company issued 750,000 150,000 On February 28, 2023, the Company issued 5,000,000 5,000,000 On April 21, 2023, a total of 2,327,455 On June 14, 2023, the Company issued 250,000 50,000 SHARE-BASED COMPENSATION The following table summarizes the Company's total share-based compensation expense recognized in operating overhead expense, as applicable: Schedule of stock based compensation expense Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Restricted Common Stocks – shares compensation for service rendered $ 465,491 $ – $ 465,491 $ 23,700 Total Share-based compensation expense 465,491 – 465,491 23,700 2022 Stock Incentive Plan The LNPR Group, Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 6,500,000 As of January 25, 2022, the Company cancelled 23,350,000 common stocks for a total consideration of $23,350 and issued 23,700,000 common stocks at par value for a total of $23,700 which consisted of 22,000,000 shares of common stocks to Paul Falconer (the Company’s ex-CEO and the owner of Falconer Family Office (“FFO”) and 1,700,000 common stocks to FFO for services. On April 21, 2023, a total of 2,327,455 465,491 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 4 – Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Schedule of computation of loss per share Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2023 June 30, 2023 June 30, 2022 Net loss attributable to common stockholders $ (1,035,430 ) $ (1,800 ) $ (1,389,124 ) $ (27,300 ) Basic weighted average outstanding shares of common stock 59,569,688 43,346,262 56,574,729 43,346,262 Dilutive effects of common stock equivalents – – – – Dilutive weighted average outstanding shares of common stock 59,569,688 43,346,262 56,574,729 43,346,262 Net loss per share of common stock - basic and diluted (0.02 ) (0.00 ) (0.02 ) (0.00 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. Schedule of income tax Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Income tax: Net operating loss $ (1,035,430 ) $ (1,800 ) $ (1,389,124 ) $ (27,300 ) Valuation allowance 1,035,430 1,800 1,389,124 27,300 Total income tax $ – $ – $ – $ – The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: Schedule of deferred taxes June 30, December 31, 2023 2022 (Unaudited) Total deferred tax asset/(liability) $ – $ – |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions In addition to the information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Company and related party at terms agreed between the parties. AIEnglishGPT entered into a Software License Agreement (the “SL Agreement”) with NYC English, LLC (“NYC English”), a Utah limited liability company which is controlled by the Company’s CEO, Mark Emerson. Pursuant to the Agreement, AIEnglishGPT is required to make (or arrange for) minimum purchases of the Specified Products as set out in SL Agreement. On January 24, 2023, AIEnglishGPT entered an Addendum to SL Agreement with NYC English, pursuant to which, AIEnglishGPT in addition to the purchases of the Specified Products shall pay to NYC English for leasing of the digital asset of the Specified Products and consultancy service on product development to align with the latest business needs. Both parties agreed that the payment of leasing of the digital asset and product consultancy service can be used to fulfill the minimum purchases as set out in the SL Agreement. During the six months ended June 30, 2023, AIEnglishGPT incurred a digital assets leasing expenses of $ 77,000 240,000 98,500 1,000 Paul Falconer advanced $ 11,800 Mark Emerson advanced $ 24,200 35,850 |
Contractual Obligations and Com
Contractual Obligations and Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations and Commitments | Note 7 – Contractual Obligations and Commitments AIEnglishGPT, the wholly-owned subsidiary of the Company, entered into a Software License Agreement with NYC English Pursuant to the Agreement, AIEnglishGPT is appointed by NYC English as the non-exclusive licensee of all three levels of NYC English software (the “Products”) throughout the world. The initial term of the Agreement is until December 31, 2024. During the initial term, AIEnglishGPT is required to make (or arrange for) minimum purchases of the Products of $1,000,000 in year one (i.e. for the financial year ending December, 2023) and $1,500,000 in year two (i.e. for the financial year ending December, 2024). The suggested retail price for the Products and the purchase price of the Products by AIEnglishGPT will be decided between the parties at a later date. On January 24, 2023, AIEnglishGPT entered an Addendum to SL Agreement with NYC English, pursuant to which, AIEnglishGPT in addition to the purchases of the Specified Products shall pay to NYC English for leasing of the digital asset of the Specified Products and consultancy service on product development to align with the latest business needs. Both parties agreed that the payment of leasing of the digital asset and product consultancy service can be used to fulfill the minimum purchases as set out in SL Agreement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8: Subsequent Events In accordance with ASC 855-16, management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued. On July 5, 2023, NYC English LLC changed its name to AIEnglishGPT LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF CONSOLIDATION | BASIS OF CONSOLIDATION The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, AIEnglishGPT LLC (“ AIEnglishGPT AIEnglishGPT is a limited liability company formed in the State of Utah under the Utah state law on October 3, 2022 by the sole member, Mark Emerson who is also the Chief Executive Officer and director of the Company. On November 22, 2022, AIEnglishGPT issued all of its membership interests to the Company. As a result, AIEnglishGPT became a wholly-owned subsidiary of the Company. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification ™ |
NET LOSS PER SHARE | NET LOSS PER SHARE The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share 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 |
INCOME TAXES | 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 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. The Company expects to recognize the consolidated 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 consolidated financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no consolidated financial statement benefit is recognized. As of June 30, 2023 and December 31, 2022, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. |
RELATED PARTIES | RELATED PARTIES A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS There are no recent accounting pronouncements that impact the Company’s operations. |
GOING CONCERN | GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business for the 12 months following the date of these consolidated financial statements. The Company has suffered recurring losses and has working capital deficiency and negative operating cash flows. These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of equity and/or debt financing to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid temporary cash investment with an original maturity of three months or less to be cash/equivalents. |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION The Company accounts for equity instruments issued in exchange for the receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term. The Company accounts for equity instruments issued in exchange for the receipt of services from employees in the consolidated financial statements based on their fair values at the date of grant. The fair value of awards is amortized over the requisite service period. |
Capital Stock and Share-Based_2
Capital Stock and Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of stock based compensation expense | Schedule of stock based compensation expense Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Restricted Common Stocks – shares compensation for service rendered $ 465,491 $ – $ 465,491 $ 23,700 Total Share-based compensation expense 465,491 – 465,491 23,700 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computation of loss per share | Schedule of computation of loss per share Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2023 June 30, 2023 June 30, 2022 Net loss attributable to common stockholders $ (1,035,430 ) $ (1,800 ) $ (1,389,124 ) $ (27,300 ) Basic weighted average outstanding shares of common stock 59,569,688 43,346,262 56,574,729 43,346,262 Dilutive effects of common stock equivalents – – – – Dilutive weighted average outstanding shares of common stock 59,569,688 43,346,262 56,574,729 43,346,262 Net loss per share of common stock - basic and diluted (0.02 ) (0.00 ) (0.02 ) (0.00 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax | Schedule of income tax Three Months Three Months Six Months Six Months June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Income tax: Net operating loss $ (1,035,430 ) $ (1,800 ) $ (1,389,124 ) $ (27,300 ) Valuation allowance 1,035,430 1,800 1,389,124 27,300 Total income tax $ – $ – $ – $ – |
Schedule of deferred taxes | Schedule of deferred taxes June 30, December 31, 2023 2022 (Unaudited) Total deferred tax asset/(liability) $ – $ – |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Antidilutive shares | 0 | 0 |
Capital Stock and Share-Based_3
Capital Stock and Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 465,491 | $ 0 | $ 465,491 | $ 23,700 |
Restricted Common Shares [Member] | Directors [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 465,491 | $ 0 | $ 465,491 | $ 23,700 |
Capital Stock and Share-Based_4
Capital Stock and Share-Based Compensation (Details Narrative) - USD ($) | Jun. 14, 2023 | Apr. 21, 2023 | Feb. 28, 2023 | Jan. 24, 2023 | Jan. 16, 2023 | Jul. 20, 2022 | Feb. 23, 2022 | Jan. 25, 2022 | Jun. 30, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt converted, amount | $ 30,000 | ||||||||
2022 Stock Incentive Plan [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 6,500,000 | ||||||||
All Parties [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 23,350,000 | ||||||||
Stock Repurchased and Retired During Period, Value | $ 23,350 | ||||||||
Former Related Parties [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 23,700,000 | ||||||||
Number of shares issued other | $ 23,700 | ||||||||
Former C E O [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 22,000,000 | ||||||||
Falconer Family Office [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 1,700,000 | ||||||||
Peter Grimes [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 300,000 | ||||||||
Kirkland Family Trust [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 500,000 | ||||||||
Nicola Yip [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 650,000 | ||||||||
Number of shares issued other | $ 650 | ||||||||
Directors [Member] | 2022 Stock Incentive Plan [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 4,172,545 | ||||||||
Christina Yim [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 2,300,000 | ||||||||
Kao Liang Chi [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 1,700,000 | ||||||||
David Park [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 250,000 | 750,000 | |||||||
Number of shares issued other | $ 50,000 | $ 150,000 | |||||||
Jason Kizer [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 5,000,000 | ||||||||
Number of shares issued other | $ 5,000,000 | ||||||||
Thomas Irle [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued other | 2,327,455 | ||||||||
Number of shares issued other | $ 465,491 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders | $ (1,035,430) | $ (1,800) | $ (1,389,124) | $ (27,300) |
Basic weighted average outstanding shares of common stock | 59,569,688 | 43,346,262 | 56,574,729 | 43,346,262 |
Dilutive effects of common stock equivalents | 0 | 0 | 0 | 0 |
Dilutive weighted average outstanding shares of common stock | 59,569,688 | 43,346,262 | 56,574,729 | 43,346,262 |
Earnings Per Share, Basic | $ (0.02) | $ 0 | $ (0.02) | $ 0 |
Earnings Per Share, Diluted | $ (0.02) | $ 0 | $ (0.02) | $ 0 |
Income Taxes (Details - tax rec
Income Taxes (Details - tax reconciliation) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Net operating loss | $ (1,035,430) | $ (1,800) | $ (1,389,124) | $ (27,300) |
Valuation allowance | 1,035,430 | 1,800 | 1,389,124 | 27,300 |
Total income tax | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred taxes) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Total deferred tax asset/(liability) | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
N Y C Edutec [Member] | ||
Related Party Transaction [Line Items] | ||
Leasing expenses | $ 77,000 | |
Consultancy fee | 240,000 | |
Lease payment | 98,500 | |
N Y C English [Member] | ||
Related Party Transaction [Line Items] | ||
Prepayment consultancy fee | 1,000 | |
Paul Falconer [Member] | ||
Related Party Transaction [Line Items] | ||
Advance from a director | 11,800 | $ 11,800 |
Mark Emerson [Member] | ||
Related Party Transaction [Line Items] | ||
Advance from a director | $ 24,200 | $ 35,850 |