United States securities and exchange commission logo





                              June 6, 2022

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

                                                        Re: LNPR GROUP INC.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form 10
                                                            Filed May 18, 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. References to prior comments refer to comments in our letter
dated April 11, 2022.

              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.

       Amendment No. 2 to Registration Statement on Form 10

       Item 1. Business, page 1

   1.                                                   We note your disclaimer
statement now included on page 1 of your disclosure. Please
                                                        further revise your
statement to include Macau in addition to Hong Kong and China.
                                                        Further, please revise
the statement to include that you will not pursue a business
                                                        combination with a
company that is based in any of those three jurisdictions.
   2.                                                   We note your response
to comment 1 and reissue the comment. A majority of your
                                                        executive officers
and/or directors are located in or have significant ties to China or Hong
                                                        Kong, and your auditor
is located within China. Please disclose this prominently at the
                                                        beginning of your Item
1 Business section. Your disclosure should also describe the legal
                                                        and operational risks
associated with a majority of your executive officers and/or
 Paul Falconer
FirstName  LastNamePaul Falconer
LNPR GROUP     INC.
Comapany
June 6, 2022NameLNPR GROUP INC.
June 6,
Page 2 2022 Page 2
FirstName LastName
         directors having significant ties to China or Hong Kong, as well as
your auditor being
         located in China. Your disclosure should make clear whether these
risks could result in a
         material change in your search for a target company and/or the value
of the securities you
         are registering for sale. 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.
3.       Please disclose the risks that the majority of your directors and
officers being based in or
         having significant ties to China or Hong Kong poses to investors. In
particular, describe
         the significant regulatory, liquidity, and enforcement risks with
cross-references to the
         more detailed discussion of these risks in the registration statement.
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 or
         Hong Kong can change quickly with little advance notice; and the risk
that the Chinese
         government may intervene or influence your search for a target company
or completion of
         your initial business combination at any time, which could result in a
material change in
         your operations and/or the value of the securities. Provide similar
disclosure with respect
         to the risks of your auditor being located in China.
4.       Disclose each permission or approval that your officers and directors
are required to
         obtain from Chinese authorities to search for a target company. State
whether your
         directors and officers are covered by permissions requirements from
the China Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency, and state affirmatively whether you have
received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if your officers
         and directors (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.       We note your amended disclosure in response to comment 7 and the
statements that you
         "initiated substantive discussions, directly or indirectly, with a
business combination
         target located in the U.S.," and that you "started conducting due
diligence on the entity."
         Please tell us supplementally whether you have entered into a letter
of intent and advise us
         of the nature of the discussions, diligence and business operations of
the entity. Please
         also advise us as to why the reference to New Asia Energy Consultants
Sdn Bhd is no
         longer material.
Management Located Outside the US, page 2

6.       We note your amended disclosure in response to comment 18. Please
further revise your
         disclosure to identify each officer and director located outside the
United States and
         provide their place of residence or current location. Additionally,
please revise your
 Paul Falconer
FirstName  LastNamePaul Falconer
LNPR GROUP     INC.
Comapany
June 6, 2022NameLNPR GROUP INC.
June 6,
Page 3 2022 Page 3
FirstName LastName
         disclosure about the enforcement of civil liabilities to provide
investors with additional,
         jurisdiction specific details about the difficulties of enforcing
judgments in foreign
         jurisdictions against your officers and directors and how that may
affect their investment.
         Please also provide all this amended disclosure in your risk factor.
Lastly, as
         previously requested, please provide all this disclosure in a section
titled "Enforcement of
         Civil Liabilities" as well.
Risk Factors, page 5

7.       We note your response to comment 8 and reissue the comment. 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.
8.       We note your amended disclosure in response to comment 6. Please
further revise your
         disclosure regarding the HFCAA to provide that not only may the
company's securities be
         prohibited from being traded on a national exchange, but that as a
result, a national
         exchange may determine to delist your securities for non-compliance
with the HFCAA.
         Moreover, please further revise this risk factor to provide more
disclosure about what the
         impact and harm to the company and to investors would be should your
shares be delisted
         or prohibited from being traded.
9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your directors    and officers    search for a target company, please
revise to highlight
         separately the risk that the Chinese government may intervene or
influence your
         operations at any time, which could result in a material change in
your search and/or the
         value of the securities you are registering.
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, please revise your disclosure to
explain how this
         oversight impacts your officers and directors or their search for a
target company, and to
         what extent you believe that your officers and directors are compliant
with the regulations
         or policies that have been issued by the CAC to date.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Impairment Loss, page 14

11.      We note your response to prior comment 17 and your disclosure on page
F-9 disclosing
         the issuance of 25,000,000 shares to Bodhisattva Investment Group in
exchange for
         assets. Please provide more robust disclosure of the asset that was
impaired and the
         circumstances which led to the loss.
Certain Relationships and Related Party Transactions, page 19

12.      We note your response to comment 10. Please provide disclosure
regarding the 3,000,000
 Paul Falconer
LNPR GROUP INC.
June 6, 2022
Page 4
         shares issued to Mr. Grimes that were not subsequently cancelled when
in his possession.
         Further, please provide disclosure of the impact the number of
outstanding shares could
         have on an investors investment.
Item 13. Financial Statements and Supplementary Data, page F-1

13.      Please update your financial statements in accordance with Rule 8-08
of Regulation S-X.
Note 6 - related Party Transactions, page F-10

14.      You disclose that on November 29, 2021, a total of 21,650,000 shares
held by Bodhisattva
         Investment Group were cancelled. However, these shares appear to be
issued and
         outstanding as of December 31, 2021. Please advise.
General

15.      We note your response to comment 19, and despite the included
disclaimer about
         which companies you may target for a business combination, we reissue
the comment in
         full. Given the ties of your executive officers and directors to the
PRC and Hong Kong,
         and the location of your auditor, please revise the beginning of Item
1 Business and Risk
         Factors to disclose that the location and/or ties of your management
and auditor may make
         you a less attractive partner to a non-China- or non-Hong Kong-based
target company.
        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 Jim Lopez at 202-551-3536 with any other
questions.



FirstName LastNamePaul Falconer                              Sincerely,
Comapany NameLNPR GROUP INC.
                                                             Division of
Corporation Finance
June 6, 2022 Page 4                                          Office of Real
Estate & Construction
FirstName LastName