United States securities and exchange commission logo





                              April 11, 2022

       Paul Falconer
       Chief Executive Officer
       LNPR GROUP INC.
       5190 Neil Rd. Ste. 430
       Reno, NV 89502

                                                        Re: LNPR GROUP INC.
                                                            Amendment No. 1 to
Registration Statement on Form 10
                                                            Filed March 15,
2022
                                                            File No. 000-54171

       Dear Mr. Falconer:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amended Form 10-12G

       Item 1. Business., page 1

   1.                                                   We note that a majority
of your executive officers and/or directors are located in or have
                                                        significant ties to
China or Hong Kong, your auditor is located within China, and your
                                                        disclosure leaves open
the possibility that you may seek to acquire a company that may be
                                                        based in China or Hong
Kong in a business combination or merger. Please disclose this
                                                        prominently at the
beginning of your Item 1 Business section. Your disclosure also
                                                        should describe the
legal and operational risks associated with being based in or acquiring
                                                        a company that does
business in China or Hong Kong. Your disclosure should address
                                                        how recent statements
and regulatory actions by China   s government, such as those
                                                        related to the use of
variable interest entities and data security or anti-monopoly concerns,
                                                        has or may impact the
company   s ability to conduct its business, accept foreign
                                                        investments, or list on
an U.S. or other foreign exchange should you acquire a company
 Paul Falconer
FirstName   LastNamePaul Falconer
LNPR GROUP       INC.
Comapany
April       NameLNPR GROUP INC.
       11, 2022
April 211, 2022 Page 2
Page
FirstName LastName
         based in China or Hong Kong. Please disclose whether your auditor is
subject to the
         determinations announced by the PCAOB on December 16, 2021 and whether
and how
         the Holding Foreign Companies Accountable Act and related regulations
will affect your
         company. Provide a cross-reference to your detailed discussion of
risks facing the
         company and the offering. Your prospectus summary should address, but
not necessarily
         be limited to, the risks highlighted at the beginning of your Item 1
Business section.
2.       Provide a description of how cash is transferred through your
organization and how cash
         will be transferred through the post-combination organization if you
acquire a company
         based in China or Hong Kong. State whether any transfers, dividends,
or distributions
         have been made to date between the company, its subsidiaries, or to
investors, and
         quantify the amounts where applicable.
3.       Please disclose the risks that being based in or acquiring a company
whose corporate
         structure or whose operations are in China or Hong Kong poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks.
For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and the risk that the
Chinese government
         may intervene or influence your operations at any time, or may exert
more control
         over offerings conducted overseas and/or foreign investment in
China-based issuers,
         which could result in a material change in your operations and/or the
value of your
         common stock. Acknowledge any risks that any actions by the Chinese
government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer securities to investors and cause the value of such
securities to significantly
         decline or be worthless.
4.       Disclose each permission that you are required to obtain from Chinese
authorities to
         operate. State whether you are covered by permissions requirements
from the China
         Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
         or any other governmental agency that is required to approve your
operations, and state
         affirmatively whether you have received all requisite permissions or
approvals and
         whether any permissions or approvals have been denied. Also describe
the consequences
         to you and your investors if you or the post-combination company: (i)
do not receive or
         maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
         or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
         change and you are required to obtain such permissions or approvals in
the future.
5.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China or Hong Kong.
Describe any
         restrictions on foreign exchange and your ability to transfer cash
between entities, across
         borders, and to U.S. investors that may apply after a business
combination with a
         company based in China or Hong Kong. Describe any restrictions and
limitations on your
         ability to distribute earnings from your businesses, including
subsidiaries and/or
 Paul Falconer
FirstName   LastNamePaul Falconer
LNPR GROUP       INC.
Comapany
April       NameLNPR GROUP INC.
       11, 2022
April 311, 2022 Page 3
Page
FirstName LastName
         consolidated VIEs, to the parent company and U.S. investors as well as
the ability to settle
         amounts owed under the VIE agreements.
6.       We note the statement on page 1 that you seek to obtain secondary
market trading. We
         also note that your auditors are located in China. Revise Risk Factors
to disclose that, in
         the event your securities are traded on a secondary market, trading
may be prohibited
         under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it
         cannot inspect or fully investigate your auditor or the auditor of a
company you may target
         for a business combination, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021. Additionally, please expand Risk
Factors to disclose
         that the United States Senate has passed the Accelerating Holding
Foreign Companies
         Accountable Act, which, if enacted, would decrease the number of
non-inspection years
         from three years to two years, and thus, would reduce the time before
your securities may
         be prohibited from trading or delisted. Update your disclosure to
reflect that the
         Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA,
         the PCAOB has issued its report notifying the Commission of its
determination that it is
         unable to inspect or investigate completely accounting firms
headquartered in mainland
         China or Hong Kong. Please also revise to include a discussion of the
amendments
         adopted by the SEC to finalize rules relating to the Holding Foreign
Companies
         Accountable Act.
7.       We note your disclosure here that you were formed to pursue a business
combination;
         however, you have not signed any letter of intent with any company.
Please update your
         disclosure to include whether or not you have entered into any
negotiations with any other
         companies about a merger or business combination. We note the
following statement on
         page F-6, "The Company is planning to acquire New Asia Energy
Consultants Sdn Bhd."
Risk Factors, page 5

8.       Please expand your risk factor disclosure to address specifically any
PRC regulations
         concerning mergers and acquisitions by foreign investors that a
potential
         business combination transaction may be subject to, including PRC
regulatory reviews,
         which may impact your ability to complete a business combination.
9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         the business of any China-based company that you may target for a
business combination,
         please revise to separately highlight the risk that the Chinese
government may intervene or
         influence your operations at any time following a business combination
with a company
         based in China or Hong Kong, which could result in a material change
in your operations
         and/or the value of your common stock. Also, given recent statements
by the Chinese
         government indicating an intent to exert more oversight and control
over offerings that are
         conducted overseas and/or foreign investment in China-based issuers,
acknowledge the
         risk that any such action could significantly limit or completely
hinder your ability to offer
         or continue to offer securities to investors and cause the value of
such securities to
 Paul Falconer
FirstName   LastNamePaul Falconer
LNPR GROUP       INC.
Comapany
April       NameLNPR GROUP INC.
       11, 2022
April 411, 2022 Page 4
Page
FirstName LastName
         significantly decline or be worthless.
Certain Relationships and Related Party Transactions, page 18

10.      We note your disclosure that 25,000,000 shares were given to Mr.
Grimes, a former
         executive officer of the company. We also note that you state
22,000,000 those shares
         were then given to Bodhisattiva Investment Group (BIG) at Mr. Grimes
direction, of
         which 21,650,000 shares were subsequently cancelled, leaving 350,000
shares, as
         disclosed on page 18 and in the beneficial ownership table on page 14.
However, the
         disclosure does not address the remaining 3,000,000 shares held by Mr.
Grimes that were
         not given to BIG and cancelled. Please amend your disclosure here, in
the beneficial
         ownership table, and else where in the filing necessary to include the
3,000,000 shares
         presumably still held by Mr. Grimes.
11.      We note on page F-6 that you disclose that you use the office space of
New Asia Energy
         Consultants SDN BHD for free; however, there is no disclosure under
the Properties or
         this section of the Form 10 regarding this use of office space. We
also note the statement
         on page 13 that you do not currently use office space. Please
reconcile this conflicting
         disclosure and describe the office space currently being used.
Legal Proceedings, page 18

12.      We note the disclosure regarding litigation on pages F-7 and F-8.
Please advise us of any
         material updates since 2017.
Balance Sheets, page F-1

13.      Please revise to disclose the number of shares of common stock
outstanding as of
         December 31, 2020.
Statement of Operations and Comprehensive Loss, page F-2

14.      Please revise your column headings and update this statement of
operations to disclose
         results for the three and nine months ended September 30, 2021 and
2020.
Condensed Statements of Cash Flows, page F-3

15.      Please revise to ensure that amounts are presented in the correct line
items. For instance
         we note that net cash used in operating activities for the nine months
ended September 30,
         2020 is labeled "Share-based Consumable equipment."
Note 3 - Related Party Activity, page F-6

16.      Please expand your disclosure to address the $1,130 advances from
related party
         outstanding as of September 30, 2021. It is unclear if this is the
payable to Mr. Lun that
         was also outstanding as of December 31, 2016. Include a discussion of
any relevant terms
         of the advance, including applicable interest and repayment terms.
 Paul Falconer
LNPR GROUP INC.
April 11, 2022
Page 5
Statements of Operations, page F-12

17.      We note an adjustment for a $25,000 impairment loss on your statement
of cash flows, but
         no such expense on your statements of operations. If an impairment
loss has been
         included in general and administrative expense, please revise to
characterize it as
         impairment expense. Further, please include a discussion of the
impairment loss in the
         notes to the financial statements and MD&A.
General

18.      We note that two of your three executive officers appear to be located
outside of the
         United States. Please include a separate section on enforcement of
liabilities addressing
         the ability of shareholders to enforce their legal rights under United
States securities laws.
         Please also include a risk factor.

19.      Given the ties of your executive officers with the PRC, please revise
the beginning of Item
         1 Business and Risk Factors to disclose that the location of your
executive officers and
         directors may make you a less attractive partner to a non-China- or
non-Hong Kong-based
         target company, which may therefore make it more likely for you to
consummate a
         business combination in the PRC.
20.      Please note that your registration statement becomes effective
automatically 60 days
         after the date you filed it and that you are subject to the reporting
requirements of the
         Securities Exchange Act of 1934. As you disclose you are not required
to register
         pursuant to Section 12(g) of the Exchange Act, please consider
withdrawing the Form 10
         registration statement and file it again at such time as you are able
to respond to
         outstanding comments.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or James Lopez at 202-551-3536 with any
other
questions.



FirstName LastNamePaul Falconer                                 Sincerely,
Comapany NameLNPR GROUP INC.
                                                                Division of
Corporation Finance
April 11, 2022 Page 5                                           Office of Real
Estate & Construction
FirstName LastName