UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission
file number:
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None.
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of principal U.S. market on which traded | ||
OTCPINK |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large-accelerated filer | ☐ | Accelerated filer | ☐ | |
☒ | Smaller reporting company | |||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes ☐ No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The
aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was $
As of December 31, 2023, the registrant had shares of its common stock, par value $0.0001 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors” section. Although management believes that the assumptions underlying the forward-looking statements included in this report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this report will transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
PART I
Item 1. Business.
Prior Operations
ORGANIZATIONAL HISTORY
We were incorporated in the State of Nevada on October 30, 2013, under the name “Bling Marketing, Inc.”. Until December 29, 2014, we were a wholesaler of jewelry, principally earrings, rings, and pendants (“BMI Business”). We recognized a minimal amount of sales from operations before the three months ending June 30, 2014, and were accordingly classified as a shell company. During the three-month ended June 30, 2014, we began working with several distributors to sell our jewelry products to retail outlets and, as a result, recognized sales revenue of $22,025 during the said period. On September 11, 2014, we filed a Current Report on Form 8-K indicating that we were no longer a shell company as defined by Rule12b-2 of the Exchange Act in light of our operations through the quarter that ended June 30, 2014.
On December 26, 2014, we entered into an Agreement and Plan of Merger (“Nugene Merger Agreement”) with NuGene Inc., a California corporation (“NuGene”). On December 29, 2014 (the “Closing Date”), we filed a certificate of merger in the State of California whereby our subsidiary, NG Acquisition Inc. (“Acquisition Sub”), merged with NuGene. As a result, NuGene, the surviving entity, became our wholly owned subsidiary. The transaction under the Nugene Merger Agreement was deemed to be a reverse merger, whereby the Company (the legal acquirer) is considered the accounting acquiree and NuGene is considered the accounting acquirer, and NuGene (the legal acquiree) is considered the accounting acquirer. The assets, liabilities, and operations of the acquired entity, NuGene, were brought forward at their book value, and no goodwill was recognized.
In connection with the NuGene Merger Agreement, we entered into a Business Transfer and Indemnity Agreement dated December 29, 2014 (the “Indemnity Agreement”) with our former Chief Executive Officer and Director, Dena Kurland providing for:
1. | The transfer of our jewelry business operations existing on the date of the Indemnity Agreement (the “BMI Business”); | |
2. | The assumption by Ms. Kurland of all liabilities of our Company and the indemnification by Ms. Kurland holding our Company harmless for any and all liabilities arising at or before the date of the Indemnity Agreement; | |
3. | The payment by NuGene to Ms. Kurland of $350,000 in cash; and | |
4. | The surrender by Ms. Kurland of 15,000,000 shares (before giving effect to the Stock Split discussed below) (the “Indemnity Shares”) of our Company’s common stock representing 95% of the then outstanding common stock (all of which shares have been deemed cancelled by the Company). |
Pursuant to the terms of the Nugene Merger Agreement, 26,052,760 shares of Company common stock and 1,917,720 Company a newly designated Series A Preferred Stock were issued to the former NuGene shareholders. The Series A Preferred Stock was: (i) initially convertible into common stock at a ratio of one to one, (ii) as long as there were a minimum of 900,000 shares of Series A Preferred Stock outstanding, the holders of the Series A Preferred Stock had the right to elect a majority of the board of directors and (iii) the holders of the Series A Preferred Stock, generally voting as a class with the holders of common stock, had for each share of Series A Preferred Stock three times the number of votes permitted to each share of common stock.
On December 26, 2014, our board of directors approved a 15.04 to one stock split (“Stock Split”) in the form of a stock dividend to holders of our common stock as of that date. To affect that board action, each recipient of the stock dividend would receive 14.04 additional shares of common stock for every share of common stock held.
On December 29, 2014, we completed the sale of 2,000,000 shares of our common stock to 18 purchasers (“Stock Placement”) for proceeds totaling $2,000,000, including (a) $1,625,000 of cash and (b) automatic conversion of promissory notes in the principal amount of $375,000.
NuGene was incorporated in California in December 2006 and formed and funded by our founders, Ali Kharazmi and Mohammed Kharazmi, M.D. The initial focus of NuGene was to develop and market customized skin care products. As part of that focus, NuGene sought to leverage the working relationships developed by our founders with the plastic surgery community. NuGene directed significant time and resources on developing anti-aging and scar treatment/reduction products.
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In 2007 Nugene continued to focus on “age-defying” products utilizing peptide complexes (see further description below) and nano-encapsulation for absorption into the skin (see additional description below). We introduced a limited product line under the NuGene name and co-branded the products with an affiliated entity, Genetic Institute of Anti-Aging, Inc. (“GIAA”), which the Kharazmi owned. We utilized the services of a Korean-based contract manufacturer to supply our products. This product line (the “GIAA Line”) was based on peptides and did not utilize stem cells. We had very modest sales in 2007, with our sole customer GIAA, a related party.
In 2008 we stopped production of the GIAA Line, and sales were limited to selling the remaining inventory through medical offices and GIAA. With the GIAA Line discontinued, we spent the remainder of 2008 considering different formulations and methodologies for improved anti-aging products.
In 2009 and 2010, we had limited activity and minimal sales. Our sales were mainly overseas and limited to the remaining inventory of the GIAA Line. We continued to explore how we might advance our formulations and methodologies. We expended funds on research and development, carried out mainly by scientists engaged by the Company.
In 2011 our founders decided to use adult adipose human stem cells (undifferentiated cells found throughout the body that multiply by cell division to replenish dying cells and regenerate tissues) as the foundation of the formulation for its products. In 2011 the Company developed a proprietary process to extract human adult stem cells from fat cells that the Company then used in its customized NuGene line explicitly made for those client(s). Throughout 2011 we continued to provide autologous, or mature, fat-derived stem cells for use in clinical procedures utilizing this technology. Through this process, the Company refined its ability to culture adult human stem cells to render human-conditioned stem cell media at a proprietary concentration, a primary ingredient in the NuGene line of cosmeceuticals. The Company believes that this proprietary concentration, combined with our unique formulations, will provide NuGene with a significant competitive advantage.
In 2012 we completed our initial line of cosmeceutical products based on these adipose-derived stem cells. We branded this advanced skincare line solely under the NuGene name (the “NuGene Line”). We eliminated the unpleasant odor associated with stem cells by adding a fragrance with a very low incidence of allergic reaction. The packaging of this new product line bears no resemblance to the prior GIAA Line. We also manufactured the NuGene Line ourselves at a small laboratory facility that we leased from an affiliated entity owned by one of our founders.
Throughout 2013 we continued to expand the product offerings of the NuGene Line. The Company focused its stem cell work on surgical and orthopedic regeneration. These services were delivered to one client, which was an affiliated entity. Sales of the NuGene Line were limited as we were in an initial rollout and branding phase.
During 2014, we focused our efforts on transitioning to a cosmeceutical skincare business for mass distribution. With this transition and expanded attention to our consumer products, we sought to develop our marketing plan and distribution channels. By the end of 2014, we had wholesalers distributing products from the NuGene Line to medical offices and medical spas throughout the United States. December 31, 2014, we had about 50 locations selling our products. In addition to the NuGene Line, we generated revenues from an affiliate, Advanced Surgical Partners (“ASP”), which is also owned by our CEO and Chairman of the Board, Messrs. Ali and Mohammed Kharazmi, respectively. Revenues generated from ASP resulted from NuGene providing Plasma Rich Platelet and Stem Cell injections for orthopedic and plastic surgery procedures to ASP. We provided these products and services to ASP as we transitioned into commercializing our cosmeceutical product lines. We expect further to minimize these product sales and services to ASP in early 2015.
Our target customers primarily consisted of middle-aged men and women concerned with their aging skin and hair loss. Although our distributors were primarily west of the Mississippi River, our products were sold throughout the United States.
By 2017, our cosmeceutical skincare business had been discontinued as we could not obtain financing for operations on reasonable terms and became inactive. Our corporate charter was revoked in Nevada.
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On January 26, 2020, Emergent, LLC (“Emergent”), a Nevada LLC controlled by Milan I Hoffman, was appointed the custodian of the Company and proceeded to revive the Company’s existence and resolve its outstanding indebtedness. This was completed as to all indebtedness except for one convertible rate promissory note of $120,000. In March 14th, 2022, Ms. Hoffman sold her Series A Preferred stock in the Companyto David Stybr. Also in March 2022, David Stybr, CEO and the sole owner of Livento Group, LLC, agreed to contribute Livento Group, LLC to the Company in exchange for a transfer to him of the 5.000.000 Series C Preferred Stock shares. As a result of these transactions our current operations are the operations of Livento Group, LLC.
Livento Group operations started in 2017 as the internal team spearheaded the development of financial management software based on artificial intelligence for investment entities. This software currently provides several clients with data processing and analytical services in the investment management sector. Management believes that this segment of our operations will provide meaningful revenue, but we can give no assurance that this will happen. The product is best described as an automated system that can analyze large quantities of data, focusing on selected parameters and predicting short-term future behavior within a specific portfolio of selected assets. The software chooses assets with the highest potential based on a set of specifications and properties, predicting short-term future behavior within a particular portfolio.
In 2020 the Company acquired land for a residential real estate development project, amounting to 4 million USD, with a completion target of late 2022. The property is being developed into 16 residential condominiums in a suburb of Prague in the Czech Republic, and all of the condominium units have signed purchase agreements totaling 12 million. The development cost was approximately 3 million USD. Accordingly, the gross profits from this project (not counting carrying costs) will be about 5 million USD. The Company had one more real estate project in the planning phase but planned to sell it and not develop the property further. The Company invested in a residential project total amount of around 825,000 USD and is currently looking for a buyer. We have had discussions with three potential buyers and expect to finalize a contract of sale by the end of 2022 but can give no assurances that this will occur or that any sale of this project will prove profitable. We do not have any further plans to engage in additional real estate development projects.
Present Operations
The Company formed BOXO Productions, Inc., a Delaware corporation (“BOXO”), on June 17, 2022 as a wholly owned subsidiary. BOXO previously operated as a division of Livento that operated since 2020, where we meet with top film and movie producers. BOXO’s business model is strongly oriented toward the growing demand for content to fill cinemas after COVID19 and the expansion of online content distributors. BOXO Productions will hold all assets related to Company’s business in movies in the future and currently doesn’t employ any personnel. In most of its projects, BOXO is not primarily dependent on the movie’s success, as a distributor pays it before the film is finalized and receives a share of the revenue from cinemas’ box office and home sales. BOXO plans to produce up to 6 movies and 12 television productions during 2022. BOXO also intends to participate in other films based on management’s assessment of their potential success in cinemas already in the post-production phase. BOXO will focus on negotiating distribution agreements that provide for its sharing in the box office sales of these movies. Scripts are chosen by BOXO’s production team, which regularly receives offers from authors commonly involved in the film industry. BOXO may acquire movie or television rights in various stages of development. Less frequently, BOXO receives offers for participating in a project’s post-production phase. BOXO finances movies via internal resources, loans, and investors depending on the project’s state of development and the Company’s cash position.
During 2022 BOXO started production of three movies, Carnival of Killers, Wash Me in the River and Running Wild. These projects received an initial investment from Livento of USD 400,000 each. Two of these projects, Carnival of Killers and Running Wild are expected to enter the development stage of production competed in the summer of 2023 and filming and postproduction should end during 4Q 2024. The movie Wash Me in the River was released in Q4 of 2022.
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The team has been involved either as producers, executive producers, or agents over the years on the following movies, which have been aired both in theaters and streaming services such as Netflix, Prime Video, Paramount, and Disney Plus:
● | The Misfits; a 2021 Action/Thriller featuring Pierce Brosnan | |
● | Packaging of Ironman movie | |
● | Black Swan; a 2010 Drama/Thriller featuring Natalie Portman, Mila Kunis, Winona Ryder, and Vincent Cassel | |
● | Extremely Wicked, Shockingly Evil and Vile; a 2019 Crime/Drama featuring John Malkovich and Zac Efron | |
● | Marley & Me; a 2008 Comedy/Drama featuring Jennifer Aniston and Owen Wilson | |
● | The Last Full Measure; a 2019 War/Drama featuring Samuel L. Jackson and Ed Harris | |
● | Worth; a 2020 Drama featuring Michael Keaton and Stanley Tucci Jr. | |
● | American Traitor: The Trial of Axis Sally; a 2021 Drama that features Al Pacino | |
● | Best Sellers; a 2021 Drama/Comedy featuring Michael Caine and Cary Elwes |
Currently, the Company’s primary focus is the activities of BOXO Productions. As previously mentioned, new movies and television productions are started monthly, with the target being six movies this year. The Company will use the proceeds of the condominium sales to fund the activity and operations of BOXO.
Per our plans from last year, the Company does not plan to continue in its real estate activities, and it sold its current projects, and will not pursue new opportunities in this segment. On May 26, 2023, Boxo Productions, Inc. (“Boxo”) entered into an Assignment and Purchase Agreement (the “APALO) with Loredo LLC (“LO”) whereunder we acquired interests in total of 45 projects valued at $22,320,641 from LO for 391,590,193 shares of our common stock. On May 26, 2023, Boxo Technology, Inc. entered into an Assignment and Purchase Agreement (the “APAWEW”) with West East Wind Limited (“WEWL”) whereunder Boxo Technology, Inc. will acquire certain rights in 3 gaming apps and transfer to WEWL of its interests in 2 real estate projects Thunder and Geminos (which are not further pursuing). The assets acquired from WEWL are valued under the APAWEW at $9,929,359.
The BOXO team is comprised of three consultants that have been in the production business for last 20 – 30 years and has experience with large productions as the above-mentioned examples. They have together worked on approximately 300 movie projects over the years. While the terms of our financings vary from movie to movie, we generally form a limited liability company and serve as its managing member. Our cash investment, in addition to performing the tasks typical of a producer, is generally from $300,000 to $700,000. The rest of the costs of the movie are provided by investors. We typically retain a 20 % interest in cash flow, although each movie will be done on differing terms reflecting market conditions and investors’ assessments of the risk involved.
Trends in the Our Markets
Management believes that the entertainment industry is experiencing structural changes. COVID19 changed the movie distribution business and offered new business models and potential growth to participants who provide apps and streaming content directly to consumers through the Internet. Based on management’s analysis of recent market statistics and trends, we believe these models have become dominant trends in this market segment.
Management also believes that these trends will continue and that there is a large market for BOXO’s films and television productions. The movie production market has expanded significantly in the last two years and is likely to continue growing significantly in the coming years. Management has observed that online streaming platforms continually require new content, and an increased number of connected devices will likely result in more customers using these services. In the next few years, many developed and emerging nations will add new customers to the network.
The Company has internally developed software called “Elisee” that can capture large amounts of data and create predictive behavior based on client inputs that assist the client in establishing its investment portfolio. Successfully building an equity portfolio is not simple since one must consider the future of particular industries and the companies within them. Retail investors and Family Offices lack complex historical data, and this is where Elisee excels. This data has been acquired from Dow Jones and other public sources and dissected and analyzed. We believe in diversification but place more emphasis on those industries and companies with a more promising outlook based on guidance from Elisee. Management believes each potential customer’s financial situation and investment needs are unique. We see the constant shift of the world’s financial markets, real estate prices, CPI data, and effective portfolio management as the key to success.
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Elisee, our software product, uses algorithms that read market data and neurological network abilities to determine the best path forward and make ongoing corrections over time. The main idea is based on reducing risk by investing in several assets. Investors should approach assets individually and carefully assemble them into their portfolios. When creating an optimal portfolio, Elisee constantly measures two factors. The first factor is a parameter expressing potential profitability, and the second parameter represents risk. It is necessary to consider the riskiness of the individual assets in the portfolio, their mutual covariance, or their mutual correlation to calculate the risk of the entire portfolio. Covariance expresses the extent to which two investment instruments move in the same direction at a specific time.
Our competitors are other A.I. database and algorithm programming companies delivering services to clients like banks and asset managers. Elisee is diversification tool.
We identified this as a unique opportunity to support several companies with different needs and to aid them in their asset selection process. We developed our system that can read large amounts of data and run portfolio analyses on these assets, providing improved portfolio management and performance.
The system’s development commenced in early 2018, and the first version took one year of development and testing with various basic data sets. Currently, Livento has a team of three analysts who focus on the maintenance and further development of the system. We are continually developing and improving our software, making it more robust, stable, and capable of supporting an increased number of asset classes.
Key summary of points:
● | Elisee was developed and tested over four years. | |
● | Elisee has had a successful and profitable track record for three years. | |
● | Elisee can process 1 TB of data in 1 hour. | |
● | Elisee uses neurological network algorithms to determine and analyze large data portions. |
Marketing Strategy
Our marketing strategy comprises the following components; social media (Twitter, LinkedIn, FB, etc.), PR and video communications, and a personal approach. The strategy differs based on the product offered. They may be described as follows:
Social media:
We can rapidly, quickly, and reliantly inform all stakeholders about necessary and relevant news. We use promotional posts to gain company followers.
PR and video communications:
A professional IR agency was hired to write our PR communications, arrange interviews with Management, write articles, and introduce them via different channels to the media. Video interviews and conference attendance are also planned for more prominent investors’ involvement.
Personal approach:
Our software uses a direct and personal approach via different marketing channels, including social networks, industry liaisons, and articles in specialized magazines.
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Employees
We currently have eleven employees and consultants. Three of our employees are specialized in Elisee development, three are engaged in Financial Management, and two are involved in administrative positions. The remaining employees are engaged in various management positions. We anticipate hiring additional employees or consultants over the next months to support the growth of BOXO. None of our employees are covered by a collective bargaining agreement.
Competition
BOXO competes with other production companies focused on movies and online streaming platforms. Our main market advantage is direct contact via the producer team to top Hollywood icons, including well-known producers, directors, actors, and distribution companies that pay BOXO before the film is finalized.
The competition to our software is other software products performing similar functions. We differentiate ourselves in specializing and providing a proven track record in several specific market segments, where we can offer predictive behavior of assets with and without our decision-making process.
In all aspects of our business, we face competition from companies with more significant resources than we have, but we have gradually and consistently grown despite this.
We currently occupy space within serviced office suites in New York City and Prague in the Czech Republic. Since our employees and consultants work virtually, we believe this arrangement is adequate for us and allows us to operate at a very low cost. In the future, if we require more office space, we will acquire appropriate quarters within which to operate.
Item 1A. Risk Factors.
Not applicable because we are a smaller reporting company.
Item 1B. Unresolved Staff Comments.
Not applicable because we are a smaller reporting company.
Item 2. Properties.
We currently occupy space within serviced office suites in New York City and Prague in the Czech Republic. Since our employees and consultants work virtually, we believe this arrangement is adequate for us and allows us to operate at a very low cost. In the future, if we require more office space, we will acquire appropriate quarters within which to operate.
Item 3. Legal Proceedings.
There is one legal proceeding currently running, where the plaintiff has filed a civil lawsuit against the company in California. The case alleges the company failed to pay the plaintiff for services rendered. The company contends no services of value were provided by plaintiff. The company has retained counsel and is defending the matter.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our Common Stock is included on the Pink Sheets under the Symbol NUGN and is currently quoted at $0.01 with active trading. There are approximately 95 holders of record of our common stock. Other holders have their stock deposited at brokers and their shares are in street name.
We have not paid any cash dividends to date, but should the company’s needs allow it, the Board of Directors intends to declare dividends from future earnings.
We have not authorized the issuance of securities under retirement, pension, profit sharing, stock option, or other equity compensation plans.
The reported closing price was $0.0105 on March 9, 2024.
Period | High | Low | ||||
October 1, 2023 | - | December 31, 2023 | .019 | .008 | ||
July 1,2023 | - | September 30, 2023 | .060 | .007 | ||
April 1, 2023 | - | June 30, 2023 | .078 | .018 | ||
January 1, 2023 | - | March 31, 2023 | .107 | .046 | ||
October 1, 2022 | - | December 31, 2023 | .120 | .050 | ||
July 1, 2022 | - | September 30, 2022 | .198 | .027 | ||
April 1, 2022 | - | June 30, 2022 | .200 | .014 | ||
January 1, 2022 | - | March 31, 2022 | .065 | .004 | ||
October 1, 2021 | - | December 31, 2021 | .048 | .007 | ||
July 1, 2021 | - | September 30, 2021 | .045 | .005 | ||
April 1, 2021 | - | June 30, 2021 | .023 | .004 | ||
January 1, 2021 | - | March 31, 2021 | .018 | .003 | ||
October 1, 2020 | - | December 31, 2020 | .008 | .002 | ||
July 1, 2020 | - | September 30, 2020 | .019 | .003 | ||
April 1, 2020 | - | June 30, 2020 | .037 | .001 | ||
January 1, 2020 | - | March 31, 2020 | .003 | .001 |
Dividends
Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.
Item 6. Selected Financial Data.
Not applicable because we are a smaller reporting company.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere in this 10-K. The financial statements contained elsewhere in this 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this 10-K.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Overview
We primarily engage in developing BOXO projects development where our business model consists of financing new movies or engaging in a stage before starting distribution. BOXO is paid once the distributor company comes into the project; thus, Livento can turn around the investment equity quickly.
AI product has current revenues from our clients in the form of fees for our services, and we invest part of these back into the product’s continuous upgrade. We provide our clients with analytical services where we use our software to deliver them requested portfolio setting, and we charge an initial data analysis fee if the client uses the results of our software regularly; we charge fees based on the size of assets he has under management and type of additional services he requires. We divide our prices based on the number of data sets that need to be analyzed.
BOXO production revenues will be reflected further this year as the first projects enter a revenue stage. BOXO projects are currently in differing stages of production.
Recent Developments
In Q1 2022, while the Convid-19 pandemic appeared to be ending, management decided to acquire Livento. We believe this strategy has secured investors and attention for BOXO’s efforts.
New movies are lined up every month, and our producer team chooses the one with the highest added value for shareholders regarding current cash flow and potential movie effects.
Our AI product continues in normal development, where our internal team is providing services to several investment houses for portfolio optimization.
Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of significant judgments, estimates, and uncertainties and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:
Basis of Presentation and Principles of Consolidation
These consolidated financial statements and related notes are presented by accounting principles generally accepted in the United States and are expressed in US dollars.
The basis of accounting differs in certain material aspects from that used for preparing the books of the Subsidiaries, which are prepared by the accounting principles and relevant financial regulations applicable to limited liabilities enterprises established in their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of the Subsidiaries to present them in conformity with U.S. GAAP.
The consolidated financial statement comprises the financial statement of Livento Group Inc. (The Company) and the subsidiaries Livento Group LLC, Livento Services Inc., Livento AI & Robotics Solutions Inc., BOXO Productions Inc., Livento Europe a.s., Novel-ti, Vector Power Works sro and BOXO Technology Inc. as of December 31, 2023.
Subsidiary - The Group consolidated financial statements include the assets, liabilities, equity, revenue, expenses and cash flows of the Company. A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Assessment of control is based on the substance of the relationship between the Company and the entity and includes consideration of both existing voting rights and, if applicable, potential voting rights that are currently exercisable and convertible. The operating results of subsidiaries acquired are included in the consolidated financial statements from month when control is acquired (typically the acquisition date). The operating results of subsidiaries that are divested during the period are included up to the date control ceased (typically the disposition date) and any difference between the fair value of the consideration received and the carrying value of a divested subsidiary is recognized in the consolidated income statements. Accounting policies of subsidiaries have been aligned with those of the Company where necessary.
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Functional and presentation currency
The accompanying consolidated financial statements are presented in the United States dollar (“USD”), the Company’s reporting currency.
Related parties
The Company adopted ASC 850, Related Party Disclosures, to identify related parties and disclose related party transactions.
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered a related party transaction when resources or obligations are transferred between related parties. Related parties may be individuals or corporate entities.
Revenue Recognition
The Company adopted ASC 606 requires using a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any change to its revenue recognition processes.
The Company recognizes software service fees over time as performance obligations are satisfied over the life of the service, usually, with an average duration of one year. Payments received in advance from customers are recorded as “Deferred revenues.” Such advance payments received are non-refundable after the thirty days refund period.
12 |
The cost of revenue consists primarily of the outsourced information technology support service, internal employees, consultants, service charges for cloud computing, and related expenses, which are directly attributable to the revenues.
S/N | Type of services | Nature, Timing of satisfaction of performance obligation and significant payment terms | Revenue Recognition | |||
1 | Income from Elissee Software | Elisee involves in the business of analysis of data sets for DJIA and DAX indexes. The contracts for Elisee are generally for 12 months. The billing for Elisee is quarterly with 60 days collection period. | Revenue is recognized by the company not only when delivery note and invoice has been signed and confirmed by the customer, but at the end of each quarter over the 12 months period after service has been delivered to the customers.
When the company expects to be entitled to breakage (forfeiture of substandard services), the company recognizes the expected amount of breakage in proportion to the services provided versus the total expected network services to be provided. Any unexpected amounts of breakage are recognized when the unused value of network services expire | |||
2 | Management service income | The company rendered Management services to (Global Dot Logistics, Retinvest-AB, Thun Development Services and others) contains mainly, but not limited to: | The company recognize revenue when the services have been provided |
- | budgeting | |||
- | contract check and preparation | |||
- | project works | |||
- | reporting and control of works |
Going Concern
The Company’s financial statements, as of December 31, 2023, are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has tried to establish an ongoing and stable source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated a net loss of $6,546,152
as of December 31, 2023. The Company loss is caused mainly due to high depreciation and stock base compensations. The cash balances as of December 31, 2023, were $30,634. These factors, among others, support the ability of the Company to continue to fulfill its targets.
However, management cannot assure that the Company will accomplish any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in prior filings, in press releases and in other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
13 |
Managements’ Discussion of the year ended December 31 2021
In 2021, Livento Group LLC moved more forward as well in movie projects and started to shift its position from real estate towards movies. We continued to develop Elisee platform for new clients in USA and our real estate projects started to being realized and developed. Our revenue consists from $525,000 invoiced for Elisee and $1,315,866 for real estate management.
Due to high growth of the company, our professional fees increased in line with our revenues to $574,009 and Elisee and other IT focused projects development took $334,500 for server and IT rent. We are accounting for $714,589 as costs of goods sold for Elisee and $345,000 for professional fees linked to consulting revenues. We as well officially had our first office that was in cost of $87,100.
Company ended in net loss of $214,879 that was caused mainly by amortization of Elisee software that we started fully used and sell in 2021. Without amortization, the financial result of the company would be profit of $499,710 which would be decrease compared to year 2020 but Company invested lot of revenues into movie projects and as well Elisee development in expectation of future revenue coming from these investments.
Our long term assets consisted of Elisee in amount of $5,032,230, real estate projects in amount of $2,757,700 and $9,171,659 and movie projects in amount $3,715,600.
Managements’ discussion of the periods ended 2022
Livento Group was acquired by Nugene International, Inc., which subsequently changed its name to Livento Group, Inc. We had revenue of $1,966,202 during year 2022. These came from sales of Elisee and our management services to real estate projects. Elisee sales accounted for $ 1,066,000 and $900,202 for real estate projects and management services.
Our costs of goods sold consist of Amortization of Intangible Assets in amount of $1,677,410, Professional fees of key professionals and consulting fee that is related to generation of income from the Elisee in amount of $393,879. Most of the revenue for the quarter that ended December 31, 2023, was derived from software fees. Management believes that the increased revenues are related to our expanded staffing. The main reason is the hiring of new investment representative people and intermediary consultants that support gaining new clients. Our expenses were $482,347, mainly professional fees, contracted labor, cloud fees, servers, and legal expenses. We sold first part of our real estate project with $100,000 profit and we seek to continue in this trend as real estate sales attitude is getting better in European residential market in first quarter 2023.
Professional fees increased during this period as we hired services to develop Elisee and more people in administration regarding the process of getting change don’t with NuGene International, Inc. Compared to the previous period, we took larger office space to accommodate more people’s needs. All of the above resulted in a net operation loss of $487,158.
Because of inflation, increased costs of construction, and smaller profit margins, we are transferring our focus to BOXO and Elisee. BOXO is undertaking more projects and requires more investment than we can generate, and demand for Elisee is increasing due to current market volatility. We believe the capital generated from the disposal of our real estate properties will provide the required cash for these operations.
Managements’ discussion of the periods ended 2023
We had revenue of $2,005,789 during year 2023. These came from sales of Elisee and our management services. Elisee sales accounted for $ 1,444,000 and rest for movies and management services.
Our costs of goods sold consist of Amortization of Intangible Assets in amount of $1,865,862, Professional fees of key professionals and consulting fee that is related to generation of income from the Elisee in amount of $1,074,694. Most of the revenue for the quarter that ended December 31, 2023, was derived from software fees. Management believes that the increased revenues are related to our expanded staffing. The main reason is the hiring of new investment representative people and intermediary consultants that support gaining new clients. Our expenses were $1,531,712, mainly professional fees, contracted labor, cloud fees, servers, and legal expenses.
14 |
Professional fees increased during this period as we hired services to develop Elisee and more people in administration regarding the process of getting form10 procedure completed and uplising to OTCQB. Compared to the previous period, we took larger office space to accommodate more people’s needs. All of the above resulted in a net operation loss of $6,546,440 where $4,079,961 are stock issued compensations.
Because of inflation, increased costs of construction, and smaller profit margins, we are transferring our focus to BOXO and Elisee. BOXO is undertaking more projects and requires more investment than we can generate, and demand for Elisee is increasing due to current market volatility. We believe the capital generated from the disposal of our real estate properties will provide the required cash for these operations.
Assets
Name of the intangible asset | A&I machine learning program | |
What the intangible assets is to be used for | Contains algorithms and code to analyze large portions of data within closed portfolio of items in order to set their best performing distribution within the portfolio. | |
Duration for the construction / completion of the intangible assets | Development started in 2018 and continues to present time. Company has several consultants and pays data and servers to upgrade and finalize the system. | |
Expectation of revenue generation from the asset | The asset currently generates app USD 1,5 million per year and we expect from 2025 to produce USD 2,8 million as we are able to offer upgraded version to more clients. | |
Expected useful life of the assets upon completion | Based on the recommendation from the system developers and technological changes the company policy is to amortize A & I Learning Program for 3 years. The company will conduct an annual impairment test to reassess our assumptions on the estimated useful life. | |
Amortization | The company amortizes the asset at 33.33% per annum using the straight method. | |
Amount expended on research. | Research expenses are currently USD 6,032,230 including initial acquisition of the asset and continues investments into data, consultants and servers. These expenses don’t include general costs, marketing and other indirect costs occurred during the time. |
Movie projects
Name of the intangible asset | Movie Projects | |
what the intangible assets is to be used for | We invest into movie development projects and this asset class contains intellectual rights to books, movies, scripts. We further develop the asset via developing complete movie script that is further offered to large distribution studios in entertainment industry that will sell the project so BOXO can produce the asset to full movie. Assets as well can be separately sold if there is buyer with interest. | |
Duration for the construction / completion of the intangible assets | Each movie asset needs 15-18 months to reach completion. | |
Expectation of revenue generation from the acquisition of the asset | Asset once pre-sold to distributor receives 40% margin revenue and once in cinemas and /or online streamers, BOXO receives revenue share in share of 15-25%. | |
Expected useful life of the assets upon completion | Movie asset package has expected value for 15 years. | |
How the assets is to be amortized | Pursuant to ASC 926-20-35, Livento Group, Inc amortizes capitalized movies cost when a movie is released, and it begins to recognize revenue from the film. These costs for an individual film are amortized and participation costs are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition, or sale of such film. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture.
Pursuant to ASC 926-20-50-2, Livento Group costs to produce this asset is currently $ 10,086,617 and contains works of people, licenses, and acquisition of initial project. | |
Amount expended on research | The cost to produce this asset is currently $ 32,657,257 and contains works of people, licenses and acquisition of projects. |
15 |
COVID-19 outbreak
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforce, and customers and created significant volatility and disruption of financial markets. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and harm our company and the results of operations. It is not possible for us to predict the duration or magnitude of the adverse consequences of the outbreak and its effects on our business or the results of operations at this time.
Liquidity and Capital Resources.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
We had $30,634 cash on hand on December 31, 2023. This is adequate for our planned operations through the end of 2023. In addition, we have receivables from Elisee and management services $682,138. To build the BOXO brand fully, the Company intends to rely on increased net income and cash inflow in the coming year. In addition, we also plan to receive additional investments for our business through private equity sales. However, we can give no assurance that we will realize the goals.
Our receivables are mainly due from clients using Elisee software as the clients were experiencing high market volatility and delayed several payments. The situation is resolving and management anticipates that all delayed payments should be done received during Q1 2024. Our billing for Elisee is generally quarterly, with payment up to 60 days, thus creating a need for working capital.
Our contracts for Elisee are generally 24 months, providing stable revenue and cash flow. We are engaged in the production of five movies, that will be filmed during 2024. Our movie industry investments appear on our balance sheet as these are not costs but direct investments as we acquire intellectual property in target movie companies. Each movie is produced in separate company so risk of failure is mitigated for Livento as a holding company.
Our debt is mainly operational liabilities, payments for rent, professional fees, and marketing. We will pay these outstanding amounts as they come due and our receivables come in the company. We have as well several co-investment loan agreements with private investors for our movie production in amount of $ 3,402,020.
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources and would be considered material to investors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guaranteed contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.
Seasonality
Management does not believe that our current business segment is seasonal to any material extent.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance.
16 |
Unregistered Sales of Equity Securities
During the years ended December 31, 2022 and December 31, 2023, we issued the following unregistered equity securities:
Date of Transaction | Transaction type (e.g., new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g., for cash or debt conversion)-OR-Nature of Services Provided | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. | |||||||
02/02/2022 | New | 15 691 925 | Common | Adam R. Long, Puerto Rico, Oasis Capital LLC | Conversion of Note | Unrestricted | ||||||||
02/25/2022 | Cancellation | - 58 682 594 | Common | Milan Hoffman | Cancellation | Restricted | 144 | |||||||
02/25/2022 | New | 586 826 | Preferred C | Milan Hoffman | Services/payment | Restricted | 144 | |||||||
02/28/2022 | New | 378 000 | Preferred C | Judah A. Sternhill | Purchase | Restricted | 144 | |||||||
02/28/2022 | New | 200 000 | Preferred C | Frank J. Hariton | Services/payment | Restricted | 144 | |||||||
02/28/2022 | Cancellation | -500 000 000 | Common | Milan Hoffman | Return to unissued authorized status | Restricted | 144 | |||||||
02/28/2022 | Cancellation | - 37 800 000 | Common | Judah A. Sternhill | Purchase | Restricted | 144 | |||||||
02/28/2022 | Cancellation | - 20 000 000 | Common | Frank J. Hariton | Services/payment | Restricted | 144 | |||||||
03/01/2022 | New | 15 898 682 | Common | Tiger Trout Capital LLC, Puerto Rico, Alan Masley | Conversion of Note | Unrestricted | ||||||||
03/03/2022 | New | 9 032 080 | Common | Abra Prince | Conversion of Note | Unrestricted | ||||||||
03/11/2022 | New | 39 600 | Preferred C | Eagle Equities LLC, Yanky Borenstein | Purchase | Restricted | 144 | |||||||
03/14/2022 | New | 5 000 000 | Preferred | David Štýbr | Control block | Restricted | 144 | |||||||
03/23/2022 | New | 9 482 781 | Common | Kalimdor LLC, Ales Kudrna | Conversion of Note | Unrestricted | ||||||||
04/01/2022 | New | 9 482 781 | Common | Sandy Miles | Conversion of Note | Unrestricted | ||||||||
06/21/2022 | Cancellation | - 5 000 000 | Preferred C | David Štýbr | Cancellation | Restricted | 144 | |||||||
07/19/2022 | New | 10 000 000 | Common | Kalimdor LLC, Ales Kudrna | Conversion of Note | Unrestricted | ||||||||
07/19/2022 | New | 5 000 | Preferred D | Milan Behro | Purchase | Restricted | 144 |
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07/25/2022 | New | 5 319 | Preferred D | Kerberos Invest sro, Jan Zikmunda | Purchase | Restricted | 144 | |||||||
08/05/2022 | New | 1 667 | Preferred D | Cedric Herlinda Jan Francois | Purchase | Restricted | 144 | |||||||
09/01/2022 | New | 141 250 | Preferred D | West East Wind Ltd, Petr Horvath | Compensation | Restricted | 144 | |||||||
09/09/2022 | New | 5 000 | Preferred D | Roman Kacin | Purchase | Restricted | 144 | |||||||
09/14/2022 | New | 1 625 | Preferred D | Jonathon Paul Tingle | Purchase | Restricted | 144 | |||||||
10/20/2022 | New | 3 704 | Preferred D | Samuel Lachlan Rose | Purchase | Restricted | 144 | |||||||
10/27/2022 | New | 2 000 000 | Common | Kalimdor LLC, Ales Kudrna | Conversion of Note | Unrestricted | ||||||||
11/04/2022 | New | 4 025 | Preferred D | James Conerly | Purchase | Restricted | 144 | |||||||
11/09/2022 | New | 4 025 | Preferred D | Lynda Raposo-Morris | Purchase | Restricted | 144 | |||||||
11/10/2022 | New | 1 646 | Preferred D | Laura Kojamanian | Purchase | Restricted | 144 | |||||||
11/11/2022 | New | 1 610 | Preferred D | James D. Opfar | Purchase | Restricted | 144 | |||||||
11/11/2022 | New | 1 610 | Preferred D | Seth Rush | Purchase | Restricted | 144 | |||||||
11/17/2022 | New | 2 000 | Preferred D | Wesley J. Hamilton | Purchase | Restricted | 144 | |||||||
11/17/2022 | New | 2 000 000 | Common | Kalimdor LLC, Ales Kudrna | Conversion of Note | Unrestricted | ||||||||
11/21/2022 | New | 3 317 | Preferred D | Richard James Parker | Purchase | Restricted | 144 | |||||||
11/28/2022 | New | 4 166 | Preferred D | Richard James Parker | Purchase | Restricted | 144 | |||||||
12/07/2022 | New | 4 000 000 | Common | Kalimdor LLC, Ales Kudrna | Conversion of Note | Unrestricted | ||||||||
12/21/2022 | New | 380 | Preferred D | Michael Henriksen | Compensation | Restricted | 144 | |||||||
12/27/2022 | New | 25 000 | Preferred D | Greg Weinberg | Purchase | Restricted | 144 |
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Date of Transaction | Transaction type | Number of Shares Issued (or cancelled) | Class of Securities | Individual/ Entity Shares were issued to | Reason for share issuance | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. | |||||||
01/11/2023 | New | 7 000 000 | Common | Kalimdor LLC | Conversion of the Note | Unrestricted | ||||||||
01/05/2023 | New | 20 000 | Preferred D | Tom Miguel Claude Thomas | Purchase | Restricted | 144 | |||||||
01/09/2023 | New | 10 000 | Preferred D | Phil Chemerika | Purchase | Restricted | 144 | |||||||
01/10/2023 | New | 8 540 | Preferred D | Phil Chemerika | Purchase | Restricted | 144 | |||||||
01/03/2023 | New | 909 | Preferred D | Lynda Raposo-Morris | Purchase | Restricted | 144 | |||||||
01/04/2023 | New | 3 333 | Preferred D | Taneesha Pounder | Purchase | Restricted | 144 | |||||||
01/03/2023 | New | 3 571 | Preferred D | Seth Rush | Purchase | Restricted | 144 | |||||||
01/03/2023 | New | 430 | Preferred D | Michael Henriksen | Rewards | Restricted | 144 | |||||||
01/10/2023 | New | 4 340 | Preferred D | Edward Suksdorf JR. | Rewards | Restricted | 144 | |||||||
01/03/2023 | New | 455 | Preferred D | Joseph M. Pankowski | Rewards | Restricted | 144 | |||||||
01/25/2023 | New | 220 | Preferred D | Michael Henriksen | Rewards | Restricted | 144 | |||||||
02/16/2023 | New | 4 000 000 | Common | Kalimdor LLC | Conversion of the Note | Unrestricted | ||||||||
02/01/2023 | New | 2 702 | Preferred D | Mark Reichl | Rewards | Restricted | 144 | |||||||
02/08/2023 | New | 6 410 | Preferred D | Aaron S Holder | Purchase | Restricted | 144 | |||||||
02/09/2023 | New | 2 040 | Preferred D | Erik Reynolds | Purchase | Restricted | 144 | |||||||
02/09/2023 | New | 3 191 | Preferred D | Christopher Korba | Purchase | Restricted | 144 | |||||||
02/16/2023 | New | 11 212 | Preferred D | D Claw Inc | Purchase | Restricted | 144 | |||||||
02/17/2023 | New | 3 600 | Preferred D | Aaron S Holder | Purchase | Restricted | 144 | |||||||
02/21/2023 | New | 12 500 | Preferred D | Tom Miguel Claude Thomas | Purchase | Restricted | 144 | |||||||
02/24/2023 | New | 3 369 | Preferred D | Jan Horyna | Rewards | Restricted | 144 | |||||||
02/24/2023 | New | 2 997 | Preferred D | Jan Valenta | Rewards | Restricted | 144 | |||||||
02/24/2023 | New | 1 500 | Preferred D | Katerina Zelezna | Rewards | Restricted | 144 | |||||||
02/24/2023 | New | 1 500 | Preferred D | Michaela Zelezna | Rewards | Restricted | 144 | |||||||
02/24/2023 | New | 20 000 | Preferred D | Vaclava Zelezna | Rewards | Restricted | 144 | |||||||
02/24/2023 | New | 40 636 | Preferred D | Michal Zelezny | Rewards | Restricted | 144 | |||||||
02/27/2023 | New | 1 041 | Preferred D | Madison Geidl | Purchase | Restricted | 144 | |||||||
02/27/2023 | New | 5 000 | Preferred D | Roman Kacin | Purchase | Restricted | 144 | |||||||
02/27/2023 | New | 5 000 | Preferred D | Christopher Korba | Purchase | Restricted | 144 | |||||||
03/06/2023 | New | 6 250 | Preferred D | VVT (Hana Hajová) | Purchase | Restricted | 144 | |||||||
03/07/2023 | New | 1 250 | Preferred D | Jonathon Paul Tingle | Purchase | Restricted | 144 | |||||||
03/07/2023 | New | 420 | Preferred D | Michael Henriksen | Rewards | Restricted | 144 |
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03/07/2023 | New | 20 000 | Preferred D | Daniel Michálek | Rewards | Restricted | 144 | |||||||
03/09/2023 | New | 13 888 | Preferred D | Greg Weinberg | Purchase | Restricted | 144 | |||||||
03/13/2023 | New | 6 250 | Preferred D | Kerberos Invest sro | Purchase | Restricted | 144 | |||||||
03/13/2023 | New | 4 533 | Preferred D | Romano Capital LLC | Rewards | Restricted | 144 | |||||||
03/28/2023 | New | 14242 | Preferred D | Lynda Raposo-Morris | Purchase | Restricted | 144 | |||||||
03/29/2023 | New | 50 000 | Preferred D | Michael Henriksen | Rewards | Restricted | 144 | |||||||
03/29/2023 | New | 350 | Preferred D | Michael Henriksen | Rewards | Restricted | 144 | |||||||
03/14/2023 | Cancellation | 100 000 | Preferred C | FRANK J HARITON | Conversion of Pref C shares to common shares | Unrestricted | ||||||||
03/14/2023 | New | 10 000 000 | Common | FRANK J HARITON | Conversion of Pref C shares to common shares | Restricted | 144 | |||||||
24/05/2023 | New | 8 000 000 | Common | David Stybr | Rewards for employe | Restricted | 144 | |||||||
24/05/2023 | New | 2 000 000 | Common | Bryon Jackson | Rewards for employe | Restricted | 144 | |||||||
24/05/2023 | New | 3 082 500 | Common | Justin Mathews | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
24/05/2023 | New | 474 600 | Common | Cedric Herlinda Jan Francois | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
24/05/2023 | New | 7 000 000 | Common | David Zich | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
26/06/2023 | New | 5 000 000 | Common | Mammoth Corporation | Conversion of Pref E shares to Common shares | Unrestricted | ||||||||
22/05/2023 | New | 2 801 120 | Common | Mammoth Corporation | Conversion of Pref E shares to Common shares | Unrestricted | ||||||||
09/05/2023 | New | 4 000 000 | Common | Kalimdor LLC | Conversion of the note | Unrestricted |
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31/05/2023 | New | 4 536 697 | Common | Kalimdor LLC | Conversion of the note | Unrestricted | ||||||||
28/06/2023 | New | 10 000 000 | Common | Zied Loukil | Payment for purchase of Novelti to Livento Europe a.s. | Restricted | 144 | |||||||
05/04/2023 | New | 5 263 | Preferred D | Muhammad A. Anwar | Purchase | Restricted | 144 | |||||||
20/04/2023 | New | 79 | Preferred D | Cedric Herlinda Jan Francois | Rewards for employe | Restricted | 144 | |||||||
21/04/2023 | New | 6 578 | Preferred D | Greg Weinberg | Purchase | Restricted | 144 | |||||||
21/04/2023 | New | 4 882 | Preferred D | Romano Capital LLC | Invoice payment | Restricted | 144 | |||||||
27/04/2023 | New | 4 000 | Preferred D | Oldrich Muller | Rewards | Restricted | 144 | |||||||
27/04/2023 | New | 15 150 | Preferred D | Michael Henriksen | Rewards for employe | Restricted | 144 | |||||||
27/04/2023 | New | 825 | Preferred D | Justin Mathews | Rewards for employe | Restricted | 144 | |||||||
03/05/2023 | New | 49 775 | Preferred D | BFLEX SINGLE MEMBER I.K.E. | Payment of the Convertible Loan to the counterparty | Restricted | 144 | |||||||
12/05/2023 | New | 2 500 | Preferred D | Robert Andrew Edwards | Purchase | Restricted | 144 | |||||||
24/05/2023 | New | 30 000 | Preferred D | Justin Mathews | Exercise of a warrant by an employee | Restricted | 144 | |||||||
24/05/2023 | New | 3 000 | Preferred D | Cedric Herlinda Jan Francois | Exercise of a warrant by an employee | Restricted | 144 | |||||||
24/05/2023 | New | 70 000 | Preferred D | David Zich | Exercise of a warrant by an employee | Restricted | 144 | |||||||
25/05/2023 | New | 3 333 | Preferred D | James Conerly | Purchase | Restricted | 144 | |||||||
30/05/2023 | New | 3 000 | Preferred D | Wesley J. Hamilton | Purchase | Restricted | 144 | |||||||
31/05/2023 | Cancellation | -30 825 | Preferred D | Justin Mathews | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
31/05/2023 | Cancellation | -4 746 | Preferred D | Cedric Herlinda Jan Francois | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
31/05/2023 | Cancellation | -70 000 | Preferred D | David Zich | Conversion of Pref D shares to common shares | Restricted | 144 |
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12/06/2023 | New | 1 900 | Preferred D | Donovan Patterson | Purchase | Restricted | 144 | |||||||
12/06/2023 | New | 200 000 | Preferred D | West East Wind Ltd, Petr Horvath | Purchase | Restricted | 144 | |||||||
12/06/2023 | New | 150 | Preferred D | Michael Henriksen | Rewards for employe | Restricted | 144 | |||||||
27/06/2023 | New | 25 000 | Preferred D | Tomáš Salajka | Rewards | Restricted | 144 | |||||||
27/06/2023 | New | 5 973 | Preferred D | Romano Capital LLC, Chris Pye | Invoice payment | Restricted | 144 | |||||||
27/06/2023 | New | 2 802 | Preferred D | Romano Capital LLC, Chris Pye | Invoice payment | Restricted | 144 | |||||||
22/05/2023 | New | 6 000 | Preferred E | Mammoth Corporation | Conversion of old note | Unrestricted | ||||||||
24/05/2023 | New | -6 000 | Preferred E | Mammoth Corporation | Conversion of Pref E shares to Common shares | Unrestricted | ||||||||
23/05/2023 | New | 34 000 | Preferred E | Mammoth Corporation | Conversion of old note | Unrestricted | ||||||||
26/06/2023 | New | -6 000 | Preferred E | Mammoth Corporation | Conversion of Pref E shares to Common shares | Unrestricted | ||||||||
30/05/2023 | New | 10 000 | Preferred F | Mammoth Corporation | Purchase | Restricted | 144 | |||||||
27/06/2023 | New | 5 000 | Preferred F | Mammoth Corporation | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 20 000 | Preferred D | Alexandre Labelle | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 50 000 | Preferred D | James Boone | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 20 000 | Preferred D | Taylor Mitchell Johnson | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 20 000 | Preferred D | Daniel Edwin Powell | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 20 000 | Preferred D | Brandon J Brunn | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 5 000 | Preferred D | Laval Luca-Perry | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 12 500 | Preferred D | Nicholas P Jones | Purchase | Restricted | 144 | |||||||
07/12/2023 | New | 20 000 | Preferred D | Veera Raghava Reddy Kothakota | Purchase | Restricted | 144 |
22 |
07/25/2023 | New | 10 000 | Preferred D | Anthony George Bollin | Purchase | Restricted | 144 | |||||||
07/25/2023 | Cancellation | -47 000 | Preferred D | West East Wind Ltd | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
07/25/2023 | New | 4 700 000 | Common | West East Wind Ltd | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
07/25/2023 | New | 17 647 | Preferred D | International Liquidity LLC | Rewards | Restricted | 144 | |||||||
07/28/2023 | Cancellation | -94 250 | Preferred D | West East Wind Ltd | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
07/28/2023 | New | 9 425 000 | Common | West East Wind Ltd | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
08/02/2023 | New | 630 556 | Common | Romano Capital LLC, Chris Pye | Invoice payment | Restricted | 144 | |||||||
08/02/2023 | New | -3 000 | Preferred E | Mammoth Corporation | Conversion of Pref E shares to Common shares | Restricted | 144 | |||||||
08/02/2023 | New | 3 125 000 | Common | Mammoth Corporation | Conversion of Pref E shares to common shares | Unrestricted | ||||||||
08/08/2023 | New | 186 111 | Common | Michael Henriksen | Invoice payment | Restricted | 144 | |||||||
08/10/2023 | New | 2 000 000 | Common | Ashwin Hassija | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 4 000 000 | Common | David Zich | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 2 000 000 | Common | Justin Mathews | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 1 000 000 | Common | Cedric Herlinda Jan Francois | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 4 000 000 | Common | David Stybr | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 1 000 000 | Common | Willem van der Meer | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 2 000 000 | Common | FRANK J HARITON | Rewards for employe | Restricted | 144 |
23 |
08/10/2023 | New | 1 000 000 | Common | Hamon Francis Fytton | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 500 000 | Common | Yobe Consulting LLC | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 500 000 | Common | Kevin Springstead | Rewards for employe | Restricted | 144 | |||||||
08/10/2023 | New | 2 000 000 | Common | INNOVEXA LIMITED | Rewards for employe | Restricted | 144 | |||||||
08/22/2023 | New | 7 500 | Preferred D | Nicholas P Jones | Purchase | Restricted | 144 | |||||||
09/05/2023 | New | 200 000 | Preferred C | Greg Weinberg | Purchase | Restricted | 144 | |||||||
09/11/2023 | New | 65 000 | Preferred C | Greg Weinberg | Purchase | Restricted | 144 | |||||||
09/11/2023 | New | 12 500 | Preferred D | Laval Lucas-Perry | Purchase | Restricted | 144 | |||||||
09/11/2023 | New | 10 000 | Preferred D | Wesley J. Hamilton | Purchase | Restricted | 144 | |||||||
09/14/2023 | New | 100 000 | Preferred C | Nicholas P Jones | Purchase | Restricted | 144 | |||||||
09/18/2023 | New | 2 500 000 | Preferred C | Michael Henriksen | Purchase | Restricted | 144 | |||||||
09/19/2023 | New | 238 000 | Common | Jeffrey J Coutley | Purchase | Restricted | 144 | |||||||
09/19/2023 | New | 873 077 | Common | Romano Capital LLC | Invoice payment | Restricted | 144 | |||||||
9/29/2023 | Cancellation | -332 620 | Preferred C | Milan Hoffman | Conversion of Pref C shares to common shares | Unrestricted | ||||||||
09/19/2023 | New | 33 262 000 | Common | Milan Hoffman | Conversion of Pref C shares to common shares | Unrestricted | ||||||||
10/03/2023 | New | 50 000 | Preferred D | Muhammad A. Anwar | Purchase | Restricted | 144 | |||||||
10/11/2023 | Cancellation | -34 350 | Preferred C | Milan Hoffman | Conversion of Pref C shares to common shares | Unrestricted | ||||||||
10/11/2023 | New | 3 435 000 | Common | Milan Hoffman | Conversion of Pref C shares to common shares | Unrestricted | ||||||||
10/11/2023 | New | 20 000 000 | Common | BFLEX SINGLE MEMBER IKE | Conversion of note | Restricted | 144 |
24 |
10/11/2023 | Cancellation | -49 775 | Preferred D | BFLEX SINGLE MEMBER IKE | Conversion of Pref D shares | Restricted | 144 | |||||||
10/11/2023 | New | 4 977 500 | Common | BFLEX SINGLE MEMBER IKE | Conversion of Pref D shares | Restricted | 144 | |||||||
10/17/2023 | New | 16 129 032 | Common | NexGenAI Holding Group, Inc. | invoice payment | Restricted | 144 | |||||||
10/30/2023 | New | 50 000 | Preferred D | James Boone | Purchase | Restricted | 144 | |||||||
10/30/2023 | New | 810 714 | Common | Romano Capital LLC | Invoice payment | Restricted | 144 | |||||||
10/30/2023 | New | 391 590 193 | Common | Loredo Investment Limited | APALO contract | Restricted | 144 | |||||||
11/10/2023 | New | 27 500 | Preferred D | Seth Rush | Purchase | Restricted | 144 | |||||||
11/10/2023 | New | 45 454 | Preferred D | Richard James Parker | Purchase | Restricted | 144 | |||||||
11/10/2023 | New | 1 811 594 | Common | 914 Ventures LLC | Reward | Restricted | 144 | |||||||
11/15/2023 | New | 20 000 | Preferred D | Roman Kacin | Purchase | Restricted | 144 | |||||||
11/21/2023 | Cancellation | -66 950 | Preferred D | Michael Henriksen | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
11/21/2023 | New | 6 695 000 | Common | Michael Henriksen | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
11/28/2023 | New | 50 000 | Preferred D | Tom Miguel Claude Thomas | Purchase | Restricted | 144 | |||||||
12/11/2023 | New | 100 000 | Preferred D | Justin Mathews | Rewards | Restricted | 144 | |||||||
12/11/2023 | New | 10 000 | Preferred D | Aaron S Holder | Purchase | Restricted | 144 | |||||||
12/15/2023 | New | 200 000 | Preferred D | Aaron S Holder | Purchase | Restricted | 144 | |||||||
12/19/2023 | Cancellation | -150 | Preferred D | Michael Henriksen | Conversion of Pref D shares to common shares | Restricted | 144 | |||||||
12/19/2023 | New | 15 000 | Common | Michael Henriksen | Conversion of Pref D shares to common shares | Restricted | 144 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a Smaller Reporting Company and are not required to provide the information under this item.
25 |
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Director and members of Livento Group, Inc
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Livento Group, Inc (the “Company”) as of December 31, 2023, and 2022 and the related statements of operations, changes in the stockholders equity and cash flows, for each of the two years in the period ended December 31, 2023, and 2022, and the related notes collectively referred to as the “financial statements”.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, and 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Intangible Assets
As disclosed in Note 8 to the financial statements Boxo Production Inc a wholly owned subsidiary of Livento Group, Inc acquired a varieties of intellectual properties e.g motion pictures, television, internet, and other entertainment project from Loredo Investment Limited worth of $22,320,641 through the issuance of 391,590,193 common shares of Livento Group, Inc
We identified the Audit of valuation of the intangible assets as a critical audit matter because it relates to an account disclosure, and it is material to the financial statements and management assumptions used in arriving at the amount of the shares issued as consideration for the acquired assets. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor’s judgement and an increased extent of effort.
The primary procedures we performed include:
1. | We reviewed and challenged the reasonableness of key management assumptions used in arriving at the number of shares issued. | |
2. | We reviewed the signed assignment and purchase agreements between parties. | |
3. | We assessed the suitability of the method used by the Management and Loredo Investment Limited in arriving at purchase price of the movie assets. | |
4. | We review and challenge the method used by the management in determining the market value of the issued shares. |
(Chartered Accountants)
PCAOB
We have served as the Company’s auditor since November 2022.
March 28th, 2024
F-1 |
Livento Group, INC
(Formerly Nugene International Inc.)
CONSOLIDATED BALANCE SHEETS
December 31, 2023 | December 31, 2022 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | ||||||||
Account receivables | ||||||||
Other current assets | ||||||||
Total Current Asset | ||||||||
Non-Current Assets | ||||||||
Long term investments | ||||||||
Intangible Assets (net) | ||||||||
Total Non-Current Assets | ||||||||
Total Assets | $ | $ | ||||||
LIABILITIES AND MEMBERS EQUITY | ||||||||
Current Liabilities: | ||||||||
Account Payable | ||||||||
Short term business loan | ||||||||
Total current liabilities | $ | $ | ||||||
Long-Term Liabilities | ||||||||
Co-Investments | ||||||||
Total Long-Term Liabilities | $ | $ | ||||||
Total Liabilities | $ | $ | ||||||
Stockholder’s Equity: | ||||||||
Preferred stock A, $ | par value, shares authorized and issued at 12/31/2023 and 12/31/2022 respectively.||||||||
Preferred stock Class C, $ | par value, shares Authorized, shares issued at 12/31/2023 and 12/31/2022 respectively.||||||||
Preferred stock Class D $shares issued at 12/31/2023 and 12/31/2022 respectively. | par value, shares Authorized, and||||||||
Common stock, $ | par value, shares Authorized, shares issued at 12/31/2023 and 12/31/2022 respectively.||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Stockholders’ Equity | $ | $ | ||||||
Total Liabilities and Stockholder’s Equity | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
F-2 |
Livento Group, INC
(Formerly Nugene International Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | |||||||
Revenue | $ | $ | ||||||
Cost of revenue | ||||||||
Gross Margin | ( | ) | ( | |||||
General and Admin Expense | ||||||||
Professional Fee | ||||||||
Rent Expense | ||||||||
Taxation | ||||||||
Loss from operations | ( | ) | ( | ) | ||||
Other Income / (Expense) | ) | |||||||
Net loss for the year | $ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
F-3 |
LIVENTO GROUP, INC
(Formerly Nugene International Inc)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Series
A Preferred Stock | Series
C Preferred Stock | Series
D Preferred Stock | Common stock | Additional | ||||||||||||||||||||||||||||||||||||||||
No.
of shares | Amount | No.
of shares | Amount | No. of shares | Amount | No. of shares | Amount | Paid
in | Accumulated | Shareholder’s | ||||||||||||||||||||||||||||||||||
Balance as of January 1, 2022 | - | | ||||||||||||||||||||||||||||||||||||||||||
Conversion of Note | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
Issuance of Series C Preferred Shares to David Stybr and their cancelation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
Series D Preferred Shares issued for services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
Sales of Series D Preferred Shares | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Cancelation of Common shares and their transformation to Series C Preferred Shares | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
Cancelation of Common shares by former director | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
Sales of Series C Preferred Shares | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
Net Loss for the year ended | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | - |
F-4 |
Series
A Preferred Stock | Series
C Preferred Stock | Series
D Preferred Stock | Series
E Preferred Stock | Series
F Preferred Stock | Common stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
No.
of shares | Amount | No.
of shares | Amount | No.
of shares | Amount | No.
of shares | Amount | No.
of shares | Amount | No.
of shares | Amount | Additional Paid in capital | Non-controlling interest | Accumulated Deficit | Shareholder’s equity | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2023 | | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of Series C Preferred Shares | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of Series D Preferred Shares | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Transformation of Preferred share class and transformation to Common shares | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in additional paid capital | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livento Europe Non-controlling stake | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss for the year ended | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales of Preferred Shares E and F | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued for assets acquisitoins | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | - |
The accompanying notes are an integral part of these consolidated financial statements.
F-5 |
LIVENTO GROUP, INC
(Formerly Nugene International Inc)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 2023 | For the Year Ended December 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Amortization | ||||||||
Shares issued for services | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accounts Receivable | ( | ) | ( | ) | ||||
Accounts Payable | ( | ) | ||||||
Other Current Assets | ( | ) | ( | ) | ||||
Other Current Liabilities | ||||||||
Total Adjustments to reconcile Net Income to Net Cash provided by operations: | ||||||||
Net Cash Used in Operating Activities | (- | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Long Term Investments | ( | ) | ( | ) | ||||
Purchase of Intangible Assets | ( | ) | ( | ) | ||||
Cash proceed for sale of investments | ||||||||
Property & Equipment | ||||||||
Deposits | ||||||||
Security Deposits Asset | ||||||||
Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceed from sale of Stock | ||||||||
Contribution by owners | ||||||||
Dividends Paid | ||||||||
Proceed from note payable | ||||||||
Net Cash Provided by Financing Activities | ||||||||
NET INCREASE IN CASH | ( | ) | ||||||
CASH AT BEGINNING OF YEAR | ||||||||
CASH AT END OF YEAR | $ | $ |
The accompanying notes are an integral part of these financial statements.
F-6 |
LIVENTO GROUP, INC
Notes to Consolidated Financial Statements
December 31, 2023, and 2021
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Nugene International, Inc (formerly Bling Marketing) was incorporated in Nevada. On March 24, 2022, Livento Group LLC announced the acquisition of NUGN and confirmed a change in its business model, redirecting its focus to Livento’s three primary sectors: real estate finance & development, artificial intelligence, machine learning technology, and film and television production.
Livento Group LLC was acquired by Nugene International Inc, and the transaction was accounted for on a historical cost basis of Nugene International Inc i.e. (Ultimate Parent Basis). The Members capital of Livento Group LLC was recorded in the Additional paid in capital of Nugene International Inc.
Livento
Group LLC was incorporated on
Change in Control
In
March, 2022, Ms. Hoffman sold her Series A Preferred stock in the Company and certain shares of Series C Preferred Stock to Livento Group,
LLC, a limited liability company formed by Mr. Stybr in 2020, for $
The company’s registered office is located in the State of Delaware, 19 Holly Cove Ln., City of Dover, Kent, 19901, Head office on 17 State Street, Suite 4000, New York, NY, 10004.
The Company’s founder and director is David Stybr
F-7 |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of Consolidation
The consolidated financial statement comprises the financial statement of Livento Group Inc. (The Company) and the subsidiaries Livento Group LLC, Livento Services Inc., Livento AI & Robotics Solutions Inc., BOXO Productions Inc., Livento Europe a.s., Novel-ti, Vector Power Works sro and BOXO Technology Inc. as of December 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in its accounts. Management believes the Company is not exposed to any significant credit risk on cash.
Cash Equivalents
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of
December 31, 2022, and 2023 there is $
Accounts Receivable
Management
reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation
includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic
conditions, and our historical write- off experience, net of recoveries. The Company includes any accounts receivable balances that are
determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a
receivable have failed, the receivable is written off against the allowance. The Company’s allowance for doubtful accounts was
$
F-8 |
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023 and 2022.
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company recognizes software service fees over time as performance obligations are satisfied over the life of the service, usually, with an average duration of one year. Payments received in advance from customers are recorded as “Deferred revenues.” Such advance payments received are non-refundable after the thirty days refund period.
The cost of revenue consists primarily of the outsourced information technology support service, internal employees, consultants, service charges for cloud computing, and related expenses, which are directly attributable to the revenues.
F-9 |
S/N | Type of services | Nature, Timing of satisfaction of performance obligation and significant payment terms | Revenue Registration | |||
1 | Income from Elissee Software | Elisee involves in the business of analysis of data sets for DJIA and DAX indexes. The contracts for Elisee are generally for 12 months. The billing for Elisee is quarterly with 60 days collection period. |