LNPR (NAEI) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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		64,479,504

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 80,748	$ 1,086
Deposit and prepayment	228,000	0
TOTAL ASSETS	308,748	1,086
Current liabilities
Accruals and other payables	405,763	234,112
Amount due to a director	28,000	35,850
TOTAL LIABILITIES	433,763	269,962
SHAREHOLDERS' DEFICIT
Preferred Stock, par value $0.10 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 62,312,837 and 47,985,382 as of September 30, 2023 and December 31, 2022, respectively	628,208	613,881
Capital paid in excess of par value	2,339,926	258,762
Accumulated deficit	(3,093,149)	(1,141,519)
TOTAL SHAREHOLDERS' DEFICIT	(125,015)	(268,876)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 308,748	$ 1,086

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 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	62,312,837	47,985,382
Common Stock, Shares, Outstanding	62,312,837	47,985,382

STATEMENTS OF OPERATIONS AND CO

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
General and administrative expenses	$ (562,506)	$ (1,800)	$ (1,486,139)	$ (5,400)
Total operating expenses	(562,506)	(1,800)	(1,486,139)	(5,400)
Loss from operations	(562,506)	(1,800)	(1,486,139)	(5,400)
Share-based compensation	0	(4,823)	(465,491)	(28,523)
Impairment loss	0	0	0	0
Total other expense	0	(4,823)	(465,491)	(28,523)
Loss before Income Tax	(562,506)	(6,623)	(1,951,630)	(33,923)
Provision for income taxes	0	0	0	0
Net loss	(562,506)	(6,623)	(1,951,630)	(33,923)
Foreign currency translation adjustment	0	0	0	0
Total comprehensive loss	$ (562,506)	$ (6,623)	$ (1,951,630)	$ (33,923)
Net loss per common share – basic	$ (0.01)	$ 0	$ (0.03)	$ 0
Net loss per common share – diluted	$ (0.01)	$ 0	$ (0.03)	$ 0
Weighted average common shares outstanding basic	61,410,663	44,556,329	58,204,421	44,556,329
Weighted average common shares outstanding diluted	61,410,663	44,556,329	58,204,421	44,556,329

CONSOLIDATED STATEMENTS OF SHAR

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 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	$ 10,327	2,055,164		2,065,491
Issuance of common stock, shares	10,327,455
Net loss			(1,951,630)	(1,951,630)
Ending balance, value at Sep. 30, 2023	$ 628,208	$ 2,339,926	$ (3,093,149)	$ (125,015)
Shares, Outstanding, Ending Balance at Sep. 30, 2023	62,312,837

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statement of Cash Flows [Abstract]
Net loss	$ (1,951,630)	$ (33,923)
Adjustments to reconcile net loss to net cash used in operating activities:
Share Based Compensation	465,491	28,523
Changes in assets and liabilities:
Prepaid expenses & deposits	(228,000)	0
Accrued expense and other payable	171,651	(6,400)
Net cash used in operating activities	(1,542,488)	(11,800)
Cash flows from financing activities:
Proceeds from sale of common stock	1,630,000	0
Proceeds from related parties	0	11,800
Repayment to a director	(7,850)	0
Net cash generated from financing activities	1,622,150	11,800
Net increase in cash	79,662	0
Effect on changes in foreign exchange rate	0	0
Cash at beginning of period	1,086	1,085
Cash at end of period	80,748	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	9 Months Ended
	Sep. 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, NYCEdutec, LLC changed its name to AIEnglishGPT LLC.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 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 September 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	9 Months Ended
	Sep. 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 1,000,000 On April 21, 2023, a total of 2,327,455 On June 14, 2023, the Company issued 250,000 50,000 On July 25, 2023, the Company issued 1,500,000 0.20 300,000 On September 29, 2023, the Company issued 500,000 100,000 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 Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Restricted Common Stocks – shares compensation for service rendered $ – $ 4,823 $ 465,491 $ 28,523 Total Share-based compensation expense – 4,823 465,491 28,523 2022 Stock Incentive Plan The LNPR Group, Inc. 2022 Stock Incentive Plan (the “SIP 2022”) 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 no

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 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 Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net loss attributable to common stockholders $ (562,506 ) $ (6,623 ) $ (1,951,630 ) $ (33,923 ) Basic weighted average outstanding shares of common stock 61,410,663 44,556,329 58,204,421 44,556,329 Dilutive effects of common stock equivalents – – – – Dilutive weighted average outstanding shares of common stock 61,410,663 44,556,329 58,204,421 44,556,329 Net loss per share of common stock - basic and diluted (0.01 ) (0.00 ) (0.03 ) (0.00 )

Income Taxes

Income Taxes	9 Months Ended
	Sep. 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 Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income tax: Net operating loss: $ (562,506 ) $ (6,623 ) $ (1,951,630 ) $ (33,923 ) Valuation allowance 562,506 $ 6,623 $ 1,951,630 $ 33,923 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 September 30, December 31, 2023 2022 (Unaudited) Total deferred tax asset/(liability) $ – $ –

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 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 nine months ended September 30, 2023, AIEnglishGPT incurred a digital assets leasing expenses of $ 129,500 360,000 nil 46,000 nil The amount due to Paul Falconer was $ 11,800 The amount due to Mark Emerson was $ 28,000 35,850

Contractual Obligations and Com

Contractual Obligations and Commitments	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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. 2023 Stock Incentive Plan On October 12, 2023, the Board of Directors of the Company approved the 2023 Stock Incentive Plan (the “SIP 2023”) which provides for the issuance of up to 12,000,000 Common Stock subject to adjustment as to the number and kind of shares. The SIP 2023 authorizes the Company to grant both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards to the Company’s employees, officers and directors, as well as consultants and advisors to the Company. 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. No awards can be granted under the Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date. Management has been and continues to be in negotiation with around 30 potential employees in order to secure the talents for the operation and the expansion of the Company over the next six to nine months. On October 30, 2023, David Park purchased 2,166,667 common stock at $0.15 per share for a total consideration of $325,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 September 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)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Schedule of stock based compensation expense	Schedule of stock based compensation expense Three Months Three Months Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Restricted Common Stocks – shares compensation for service rendered $ – $ 4,823 $ 465,491 $ 28,523 Total Share-based compensation expense – 4,823 465,491 28,523

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of computation of loss per share	Schedule of computation of loss per share Three Months Three Months Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net loss attributable to common stockholders $ (562,506 ) $ (6,623 ) $ (1,951,630 ) $ (33,923 ) Basic weighted average outstanding shares of common stock 61,410,663 44,556,329 58,204,421 44,556,329 Dilutive effects of common stock equivalents – – – – Dilutive weighted average outstanding shares of common stock 61,410,663 44,556,329 58,204,421 44,556,329 Net loss per share of common stock - basic and diluted (0.01 ) (0.00 ) (0.03 ) (0.00 )

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of income tax	Schedule of income tax Three Months Three Months Nine Months Nine Months September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income tax: Net operating loss: $ (562,506 ) $ (6,623 ) $ (1,951,630 ) $ (33,923 ) Valuation allowance 562,506 $ 6,623 $ 1,951,630 $ 33,923 Total income tax $ – $ – $ – $ –
Schedule of deferred taxes	Schedule of deferred taxes September 30, December 31, 2023 2022 (Unaudited) Total deferred tax asset/(liability) $ – $ –

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - shares	9 Months Ended	12 Months Ended
	Sep. 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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share-based compensation expense	$ 0	$ 4,823	$ 465,491	$ 28,523
Restricted Common Shares [Member] | Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share-based compensation expense	$ 0	$ 4,823	$ 465,491	$ 28,523

Capital Stock and Share-Based_4

Capital Stock and Share-Based Compensation (Details Narrative) - USD ($)

9 Months Ended

Sep. 29, 2023

Jul. 25, 2023

Jun. 14, 2023

Apr. 21, 2023

Feb. 28, 2023

Jan. 24, 2023

Jan. 16, 2023

Jul. 20, 2022

Feb. 23, 2022

Jan. 25, 2022

Sep. 30, 2023

Sep. 30, 2022

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Debt converted, amount converted

$ 30,000

Proceeds from sale of common stock

$ 1,630,000

$ 0

2022 Stock Incentive Plan [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Shares authorized for issuance under the plan

6,500,000

All Parties [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock cancelled 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]

Stock issued during period for services, shares

23,700,000

Stock issued during period for services, value

$ 23,700

Former C E O [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period for services, shares

22,000,000

Falconer Family Office [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period for services, shares

1,700,000

Peter Grimes [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock cancelled during period, shares

300,000

Kirkland Family Trust [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock cancelled during period, shares

500,000

Nicola Yip [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period for services, shares

650,000

Stock issued during period for services, value

$ 650

Directors [Member] | 2022 Stock Incentive Plan [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued for compensation, shares

4,172,545

Christina Yim [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Debt converted, shares issued

2,300,000

Kao Liang Chi [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Debt converted, shares issued

1,700,000

David Park [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period, shares

500,000

1,500,000

250,000

750,000

Proceeds from sale of common stock

$ 100,000

$ 300,000

$ 50,000

$ 150,000

Share price

$ 0.20

Jason Kizer [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period, shares

5,000,000

Proceeds from sale of common stock

$ 1,000,000

Thomas Irle [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Stock issued during period for services, shares

2,327,455

Stock issued during period for services, value

$ 465,491

Remaining stocks awards available for issuance

0

Loss Per Share (Details)

Loss Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (562,506)	$ (6,623)	$ (1,951,630)	$ (33,923)
Basic weighted average outstanding shares of common stock	61,410,663	44,556,329	58,204,421	44,556,329
Dilutive effects of common stock equivalents	0	0	0	0
Dilutive weighted average outstanding shares of common stock	61,410,663	44,556,329	58,204,421	44,556,329
Earnings Per Share, Basic	$ (0.01)	$ 0	$ (0.03)	$ 0
Earnings Per Share, Diluted	$ (0.01)	$ 0	$ (0.03)	$ 0

Income Taxes (Details - tax rec

Income Taxes (Details - tax reconciliation) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Net operating loss:	$ (562,506)	$ (6,623)	$ (1,951,630)	$ (33,923)
Valuation allowance	562,506	6,623	1,951,630	33,923
Total income tax	$ 0	$ 0	$ 0	$ 0

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred taxes) - USD ($)	Sep. 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 ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
N Y C Edutec [Member]
Related Party Transaction [Line Items]
Digital asset leasing expense	$ 129,500	$ 0
Product consultancy fee	360,000	$ 0
Digital asset leasing deposit	46,000		$ 0
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	$ 28,000		$ 35,850