Form S-1 - General form for registration of securities under the Securities Act of 1933

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LIVENTO Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

7372

46-3999052

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer
Identification Number)

17 State Street, Suite 4000, New York, NY 10004

Registrant’s telephone number, including area code: (980)432-8241

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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 ☐
	Non-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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2024

LIVENTO GROUP, INC.

55,555,556 Shares of common stock

27,777,778 Shares of common stock Issuable Upon Exercise of Warrants

The selling stockholders named in this prospectus may offer and sell, from time to time, in one or more offerings, up to an aggregate of 83,333,333 shares of our common stock, par value $0.001 per share consisting of (i) 55,555,556 shares issuable under the Equity Line Purchase Agreement (defined below and described in the section entitled “Recent Developments – Equity Line of Credit Financing”) using an adjusted price of $0.009 for the per share purchase price, (ii) 27,777,778 shares issuable upon exercise of warrants issued to Alumni Capital LP at an exercise price per warrant share calculated by dividing $15,000,000 by the total number of outstanding shares of common stock as of the exercise date. We may receive proceeds from the exercise of warrants, however, there is no guarantee that warrants will be exercised. The shares of our common stock may be sold publicly or through private transactions by the selling stockholders at prevailing market prices or at negotiated prices at the times of sale. The shares of common stock may be offered by the selling stockholders to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. We provide more information about how the selling stockholders may sell or otherwise dispose of the shares of common stock in the section entitled “Plan of Distribution” beginning on page 23 of this prospectus.

We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the selling stockholders. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities will be offered or sold by the selling stockholders. The timing and amount of any sale is within the respective selling stockholders’ sole discretion, subject to certain restrictions. To the extent that any selling stockholder resells any securities, the selling stockholder may be required to provide you with this prospectus identifying and containing specific information about the selling stockholder and the terms of the securities being offered.

Shares of our common stock are listed on the OTCMarkets (“OTC”) under the symbol “NUGN”. On February 12, 2024, the last sale price per share of our common stock as reported on OTCMarkets .com was $0.009.

Investing in our common stock involves risks that are described in the “Risk Factors” section in any other annual, periodic or current report incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [February 11, 2024].

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		9
USE OF PROCEEDS		14
CAPITALIZATION		15
DETERMINATION OF OFFERING PRICE		16
MARKET PRICE OF COMMON STOCK AND RELATED STOCKHOLDER MATTERS		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17
SELLING STOCKHOLDERS		18
DESCRIPTION OF CAPITAL STOCK		19
SHARES ELIGIBLE FOR FUTURE SALE		20
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK		21
PLAN OF DISTRIBUTION		23
LEGAL MATTERS		26
EXPERTS		26
WHERE YOU CAN FIND MORE INFORMATION		26
FINANCIAL STATEMENTS		F-1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell shares of common stock offered under this prospectus. We will not receive any proceeds from the sale by the selling stockholders of the common stock offered by them described in this prospectus.

We and the selling stockholders have not authorized anyone to provide any information or make any representations other than those contained in this prospectus. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since its date.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section entitled “Where You Can Find More Information.”

The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus regardless of the time of delivery of this prospectus or of any sale of common stock. Neither the delivery of this prospectus, nor any sale made hereunder, will under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to the date of such information.

For investors outside the United States: Neither we nor the selling stockholders, have done anything that would permit this offering or possession or distribution of this prospectus in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus outside the United States and in their jurisdiction.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “LIVENTO” or the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to LIVENTO GROUP, Inc., together with its consolidated subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate,” and “potential,” or the negative of these terms or other similar expressions.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, beliefs or current expectations. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified described in the section “Risk Factors” in any other annual, periodic or current report incorporated by reference into this prospectus. The statements we make regarding the following matters are forward-looking by their nature:

●	our growth prospects and strategies;
●	launching new movies and distribution of existing movies that are commercially successful;
●	our expectations regarding significant drivers of our future growth;
●	our ability to retain and increase movie library and develop new movie titles;
●	competition from companies including other movie production companies and studios and both large and small, public and private media companies;
●	our ability to attract and retain a qualified management team and other team members while controlling our labor costs;
●	our ability to successfully enter new markets and manage our international expansion;
●	protecting and developing our brand and intellectual property portfolio;
●	costs associated with defending intellectual property infringement and other claims;
●	our future business development, results of operations and financial condition;
●	the effects of the COVID-19 pandemic and the ongoing international conflicts, on our business and the global economy generally, including inflation and interest rates;
●	our plans to pursue and successfully integrate strategic acquisitions;
●	other risks and uncertainties described in this prospectus, including those described in the section entitled “Risk Factors” in any other annual, periodic or current report incorporated by reference into this prospectus; and
●	assumptions underlying any of the foregoing.

Further information on risks, uncertainties and other factors that could affect our financial results are included in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including in the section entitled “Risk Factors” in any other annual, periodic or current report incorporated by reference into this prospectus. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this prospectus are based on management’s beliefs and assumptions and on information currently available to us, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

iii

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. This summary is not complete and does not contain all the information that may be important to you. We urge you to read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, Quarterly Report on Form 10-Q filed on May 15, 2023, and Quarterly Report on Form 10-Q filed on November 14, 2023, which are published on SEC.GOV, before making an investment decision. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements”.

Company Overview

Our Company has two distinct operations, namely; BOXO a film development operation, Robotics primarily consisting of ELISE a propriety Artificial Intelligence Software product (“ELISE” or “AI Software”).

Present Operations - BOXO

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 2024 and increase this number based on the success of this prospectus in raising capital investment. 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.

We are in early stages of producing other movies that will be announced during the end of 2023 and early 2024 once all the relevant agreements are finalized.

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.

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 - BOXO

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.

Present Operations - ROBOTICS : AI Software - ELISE

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.

ELISE, 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.

The investor could create his portfolio from all the points in the picture. But only points E, N, and J form an admissible set suitable for the investor. This set is also bounded by the efficient frontier, characterized by the rational investor choosing only those portfolios that offer the maximum expected return for the specified amount of risk. And at the same time, he chooses a portfolio that provides him the minimum risk for the given amount of expected return. If the investor chooses point E, he can no longer create a better mix of stocks in his portfolio. If an investor establishes a portfolio from any combination lying on the efficient frontier, it will be the best possible portfolio combination in the given situation.

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 for ELISE:

	●	ELISE was developed and tested over four years.
	●	ELISEE has had a successful and profitable track record for three years.
	●	ELISEE can process 1 TB (terabyte) of data per 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.

Recent Developments

Equity Line of Credit Financing

On January 25, 2024, the Company entered into a securities purchase agreement (the “Equity Line Purchase Agreement”) with an accredited investor (the “Equity Line Investor”). The Equity Line Purchase Agreement allows the Company to sell up to $500,000 of shares of the Company’s common stock (the “common stock”), upon the terms and subject to the conditions and limitations set forth therein, until December 31, 2025.

Pursuant to the terms of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, at any time until December 31, 2025, to require the Equity Line Investor to purchase the number of shares of common stock (the “Purchase Notice Shares”) set forth on a written notice from the Company (the “Purchase Notice”). The Company will deliver the Purchase Notice Shares concurrently with the Purchase Notice, which will be deemed delivered on the same business day if the Equity Line Investor receives the Purchase Notice Shares and the Purchase Notice (the “Purchase Notice Date”). The purchase price at which the Company may sell the Purchase Notice Shares will be the volume-weighted average price (“VWAP”) of the common stock on the Nasdaq Stock Market for the five business days prior to a date on which a closing occurs, multiplied by 90%.

The Company is issuing to the Equity Line Investor a five year warrant (the “Equity Line Warrant”) entitling the Investor to purchase up to $250,000 of shares of common stock at an exercise price per warrant share calculated by dividing $15,000,000 (the “Valuation”) by the total number of outstanding shares of common stock as of the Exercise Date (the “Equity Line Warrant Exercise Price”) and expires five years from the date of issuance. The Equity Line Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.

Pursuant to the Equity Line Purchase Agreement, the Company agreed to file a resale registration statement covering the resale of the Securities with the SEC and to use best efforts to cause such resale registration statement to be declared effective by the SEC within certain time frames. Effectiveness of the registration statement is a condition to the Company’s ability to issue a Purchase Notice.

The Purchase Agreement provides customary representations, warranties and covenants of the Company and the Equity Line Investor.

The Equity Line Investor is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The registration of the shares hereunder does not mean that the Equity Line Investor will actually purchase or that the Company will actually issue and sell all or any of the $500,000 in shares of our common stock being registered pursuant to this registration statement.

All capitalized terms not defined herein shall have their respective meanings as set forth in the Equity Line Purchase Agreement and Equity Line Warrant. The foregoing descriptions of the Equity Line Purchase Agreement and Equity Line Warrant do not purport to be complete and each is qualified in its entirety by reference to the full text of the Equity Line Purchase Agreement and Equity Line Warrant, the forms of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Entry into the Equity Line of Credit Financing described herein was approved by the Company’s board of directors on January 22, 2024.

All capitalized terms not defined in this Recent Developments section shall have their respective meanings as set forth in the Equity Line Purchase Agreement and Equity Line Warrant. The foregoing descriptions of the Equity Line Purchase Agreement and Equity Line Warrant do not purport to be complete and each is qualified in its entirety by reference to the full text of the Equity Line Purchase Agreement and Equity Line Warrant, the forms of which are filed as exhibits to this registration statement.

The shares of common stock issuable pursuant to the Equity Line Purchase Agreement, the Equity Line Warrant, and the shares of common stock issuable upon exercise of the Equity Line Warrants were, and will be, offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or in the event of an issuance of shares of common stock underlying the Equity Line Warrants on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

Corporate Information

Livento Group is company specializing in the development and growth of disruptive business models. Our main area of business is production of premium film and television content for international audiences across multiple genres under new brand BOXO Productions. We develop as well proprietary artificial intelligence (AI) & machine learning products that incorporate risk analysis, predictive maintenance and operational forecasting into our decision making process.

Corporate 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 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 developELISE platform for new clients in USA and our real estate projects started to being realized and developed. The Company name was changed to Livento Group, Inc. in February 2015.

We have proprietary rights to trademarks, trade names and service marks appearing in this prospectus that are important to our business. Solely for convenience, the trademarks, trade names and service marks may appear in this prospectus without the ® and ™ symbols, but any such references are not intended to indicate, in any way, that we forgo or will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names and service marks. All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

DESCRIPTION OF PROPERTY

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.

Our principal offices are located at 17 State Street, Suite 4000, New York, NY 1004 We do not currently lease or own any other real property. We do not currently lease or own any other real property in the US. Depending upon the success of this offering, if we require more office space, we will acquire office space suitable for specific business within which to operate.

The Offering

This prospectus relates to the offer and sale from time to time of up to an aggregate of 55,555,556 shares of the Company’s common stock by the selling stockholders.

Under the terms of the Equity Line Purchase Agreement entered into with the selling stockholders, we agreed to register with the shares of common stock issuable pursuant to the Equity Line Purchase Agreement and upon the exercise of the Equity Line Warrant. The number of shares ultimately offered for resale by the selling stockholders depends upon how many shares are issuable in connection with purchase notices pursuant to the Equity Line Purchase Agreement and exercise of the Equity Line Warrant, and the liquidity and market price of shares of our common stock. We have used a price per share of common stock of $0.009 solely for the purposes of making a good faith estimate as to a reasonable number of shares issuable pursuant to the Equity Line Purchase Agreement and exercise of the Equity Line Warrant to be registered.

Issuer		LIVENTO Group, INC.

common stock to be offered by the selling stockholders		The selling stockholders are offering up to 55,555,556 shares of the Company’s common stock, par value $0.0001 per share.

common stock outstanding prior to this offering (1)		815,903,962 shares of common stock.

common stock to be outstanding after the offering (1)		899,237,295 shares of common stock if all the Warrants are exercised in full and the Notes are converted in full.

Use of proceeds		We will not receive any proceeds from the sale of common stock by the selling stockholders. All of the net proceeds from the sale of shares of our common stock will go to the selling stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the shares of common stock for the selling stockholders.

Risk factors		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 9 before deciding to invest in our securities.

(1)	The number of shares of our common stock outstanding prior to and to be outstanding immediately after this offering, as set forth in the table above, is based on 815,903,962 shares outstanding as of February 12, 2024.

Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

Consolidated Financial Information

LIVENTO GROUP, INC., AND SUBSIDIARIES

Condensed Consolidated Balance Sheet

(Unaudited)

	AS OF SEP 30, 2023			AS OF DEC 31, 2022
ASSETS
Cash and cash equivalent		189,578			24,159
Accounts Receivable		367,204			489,910
Other Current Assets
Other Accounts Receivable		329,666			121,460
Total Other Current Assets		329,666			121,460
Total Current Assets		886,448			635,529

Long Term Assets
Long Term Investments		341,470			9,952,880
Property & Equipment		51,637			-
Intangible Assets		49,266,263			15,118,847
Accumulated Amortization & Depreciation		(3,809,061	)		(2,391,999	)
Total Fixed Assets		45,850,309			22,679,728

TOTAL ASSETS		46,736,757			23,315,257

LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable		657,870			139,530
Other Current Liabilities
Other Payables		54,293			62,549
Total Other Current Liabilities		54,293			62,549
Total Current Liabilities		712,164			202,079

Long-Term Liabilities
Co-Investments		3,315,970			3,046,017
Long-Term Busines Loans		26,383			-
Total Long-Term Liabilities		3,342,353			3,046,017

Total Liabilities		4,054,517			3,248,096

Equity
Common Stock		36,734			22,700
Common Stock to Issue after AGM		39,159			-
Preferred Stock		9,523,			2,234
Additional Paid in Capital		61,221,669			32,493,023
Retained Earnings		(18,635,864	)		(12,450,797	)
Non-Controling Interest		11,020			-
Total Equity		42,682,240			20,067,160

TOTAL LIABILITIES & EQUITY		46,736,757			23,315,257

The accompanying notes are an integral part of these condensed financial statement.

LIVENTO GROUP, INC., AND SUBSIDIARIES

Condensed Statements of Operations

(Unaudited)

	Three Months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
ORDINARY ICOME/EXPENSE
Income
Revenues		586,643			350,000			1,509,294			1,030,202
Total Income		586,643		$	350,000		$	1,509,294		$	1,030,202

Cost of Goods Sold
Merchant Account Fees		0			0			0			0
Professional fees RTS		91,249			183,134			697,966			226,879
Amortization RTS		736,170			419,353			1,579,263			1,258,058
Total COGS	$	827,419		$	602,487		$	2,277,229		$	1,484,937

Gross Profit	$	(240,776	)	$	(252,487	)	$	(767,935	)	$	(454,734	)

Expense
Advertising & marketing		283,907			17,399			315,372			52,226
Bank Charges		3,421			314			6,629			573
Commissions & fees		6,565			3,937			62,695			3,937
Contract labor		184,787			37,510			445,162			38,476
Contractors		2,105			0			2,602			0
General business expenses		7,341			12,857			20,711			21,183
Insurance		20			0			1,040			0
Legal & accounting services		45,703			11,235			80,400			26,264
Professional Fees		26,591			43,500			209,563			88,500
Office expenses		2,526			1,602			4,850			1,766
Payroll expenses		46,368			0			144,632			0
Rent		701			1,301			4,435			1,484
Travel		2,502			840			19,238			840
Uncategorized Expense		8			0			131			0
Stock based compensation		327,340			0			4,053,961			0
Taxes paid		175			0			1,415			0
Total Expense	$	940,059		$	130,496		$	5,372,836		$	235,249

Net Ordinary Income	$	(1,180,835	)	$	(382,983	)	$	(6,140,771	)	$	(689,983	)

Other Income/Expense

Other Income		298			100,000			287			100,000
Other Expense		0			0						0
Net Other Income	$	298		$	100,000		$	287		$	100,000

Net loss	$	(1,180,537	)	$	(282,983	)	$	(6,140,484	)	$	(589,983	)

Net loss per share - basic and diluted		(0	)		(0	)		(0	)		(0	)

Weighted average number of common shares outstanding, basic and diluted		367,335,929			209,001,268			294,896,185			209,001,268

The accompanying notes are an integral part of these condensed financial statements.

RISK FACTORS

Investing in our Shares involves risk. In evaluating the Company and an investment in the Shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering circular. Each of these risk factors could materially adversely affect The Company’s business, operating results or financial condition, as well as adversely affect the value of an investment in our Shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, smaller companies like ours are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

COVID-19 Risks Related to the Company

The COVID-19 pandemic has posed specific risks related to our Company and continues to do so. Specifically it makes it difficult for us to evaluate specific projects visit certain areas easily, meet with potential investors and joint venture partners. Some finance companies may also determine that because we are a smaller company, that we will delayed unreasonably in our ability to acquire and develop a film property in a timely manner. This may influence them in a negative manner and make decisions based on those estimates of our potential future performance.

Where the existing properties are scheduled, there may be unforeseen delays and late payments due to COVID-19. This may reduce our ability to obtain financing for those projects if delayed. This will require the Company to purchase the film property without financing, be asked to agree to unreasonable terms or abandon those projects altogether. This will increase our cost and create delays in acquiring projects.

There is, however, a potential upside to the COVID-19 disruption. If we can obtain the confidence of investors, we may be able to target projects where other competitors have been delayed or disrupted. We would typically have to make a fast, all-cash, offer on such projects in order to negotiate a purchase. We would expect to obtain such projects at a discount relative to the normal market.

In either case the COVID-19 pandemic will cause continued disruption in the film industry for an unknown time period. This may result in the delayed expansion of the Company’s operations.

Risks Related to the Company

As of September 30, 2023, we have generated revenue of $586,643 and generated a loss of $240,776. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues and increases in expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

The company has realized significant operating losses to date and expects to incur losses in the future

The company has operated at a loss since inception, and these losses are likely to continue. The Company’s net loss for the period ending September 30, 2023, was $240,776. Until the company achieves profitability, it will have to seek other sources of capital in order to continue operations.

The Company has limited capitalization and a lack of working capital and as a result is dependent on raising funds to grow and expand its business.

The Company lacks sufficient working capital in order to execute its business plan. The ability of the Company to move forward with its objective is therefore highly dependent upon the success of the offering described herein. Should we fail to obtain sufficient working capital through this offering we may be forced to abandon our business plan.

Because we have a limited history of operations we may not be able to successfully implement our business plan.

We have less than 5 years of full operational history in our industry. Although the Company is working with many experienced individuals and companies with decades of film industry experience, our Company has a much shorter time frame working with these entities. Accordingly, our operations are subject to the risks inherent in the establishment of a young business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

We are a recently reorganized corporation with a limited operating history, and we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our stockholders.

The Company formed BOXO Productions, Inc., a Delaware corporation (“BOXO”), on June 17, 2022 as a wholly owned subsidiary of the Company and we have a limited operating history as a standalone business. Our financial condition, results of operations and ability to make or sustain distributions to our stockholders will depend on many factors, including:

	●	our ability to identify attractive projects and other investment opportunities that are consistent with our investment strategy;

	●	our ability to consummate financing on favorable terms;

	●	our ability to contain production and other operating costs;

	●	our ability to absorb costs that are beyond our control, such as actors and writers strikes, insurance premiums, litigation costs and compliance costs; and

	●	economic conditions in our markets, as well as the condition of the financial film industry and the economy generally.

We are dependent on the sale of our securities to fund our operations.

We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our Officers and Directors have not made any written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

The Company is dependent on the hiring and maintaining key personnel and loss of the services of any of these individuals could adversely affect the conduct of the Company’s business.

Our business plan is significantly dependent upon the ability to hire and retain qualified individuals and key personal, who may be appointed as officers and directors, and their continued participation in our Company. It may be difficult to replace any of them at the expansion stage of development of the Company. The loss by or unavailability to the Company of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one investment. There can be no assurance that we would be able to locate or employ personnel to replace any of our officers, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our officers we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Certificate of Incorporation, including controlling state statute permits us to indemnify our officers and directors to the fullest extent authorized or permitted by law in connection with any proceeding arising by reason of the fact any person is or was an officer or director of the Company. Furthermore, our Certificate of Incorporation provides that no director of the Company shall be personally liable to it or its shareholders for monetary damages for any breach of fiduciary duty by such director acting as a director. Notwithstanding this indemnity, a director shall be liable to the extent provided by law for any breach of the director’s duty of loyalty to the Company or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, pursuant to section 174 of the General Corporation Law of Nevada and Delaware (BOXO Productions) for (unlawful payment of a Stock dividend or unlawful redemption of Stock), or for any transaction from which a director derived an improper personal benefit. Our Certificate of Incorporation permits us to purchase and maintain insurance on behalf of directors, officers, employees or agents of the Company or to create a trust fund, grant a security interest and/or use other means to provide indemnification.

Our Bylaws permit us to indemnify our officers and directors to the full extent authorized or permitted by law.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court’s decision.

The Company may not be able to attain profitability without additional funding, which may be unavailable.

The Company has limited capital resources. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease its expansion plans if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

Risks Relating to Our Business

The profitability of attempted project acquisitions and media development is uncertain.

We intend to acquire and develop film projects selectively. The acquisitions and development of film projects entails risks that investments may fail to perform in accordance with expectations. In undertaking these projects, we will incur certain risks, including the expenditure of funds on, and the devotion of management’s time to, transactions that may not come to fruition. Additional risks inherent in the projects include risks that the films will not achieve anticipated sales or revenue levels. Production Costs and Expenses may be greater than anticipated.

Film investments are illiquid.

Because Film investments are relatively illiquid, our ability to vary our portfolio promptly in response to economic or other conditions will be limited. The foregoing and any other factor or event that would impede our ability to respond to adverse changes in the performance of our investments could have an adverse effect on our financial condition and results of operations.

We may not make a profit if we finance a film project.

There is a risk that we will not realize any significant appreciation on our investment in a particular film project. This may result in a loss of confidence in our share price and limit our ability to raise capital through the sale of Shares. Accordingly, your ability to recover all or any portion of your investment under such circumstances will depend on the amount of funds so realized and claims to be satisfied therefrom.

Our film projects may not be sufficiently diversified.

Our potential profitability and our ability to diversify our film investments may be limited, both geographically and by type of film projects. We will be able to purchase or develop additional projects only as additional funds are raised, Additionally the owners of film projects are willing to accept our stock in exchange for an interest in the target property or title to the property. Our projects may not be well diversified and their economic performance could be affected by changes in local economic conditions.

Our performance is therefore linked to economic conditions in the regions in which we will acquire and develop projects and in the market for film projects generally. Therefore, to the extent that there are adverse economic conditions in the regions in which our projects are developed, such conditions could result in a reduction of our income and cash to return capital and thus affect the amount of distributions we can make to you.

Competition with third parties for film projects and other media investments may result in our paying higher prices for projects which could reduce our profitability and the return on your investment.

We compete with many other entities engaged in the film industry, including individuals, corporations, limited partnerships, many of which have greater resources than we do. Some of these have significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable film investments may increase. Any such increase would result in increased demand for these assets and increased costs. If competitive pressures cause us to pay higher prices for film projects, our profitability may be reduced. This may cause you to experience a lower return on your investment.

The Company has identified several film projects to acquire with the net proceeds of this offering. You will not be unable to evaluate the economic merits of the companys investments made with such net proceeds before making an investment decision to purchase the Company’s securities.

The Company will have broad authority to invest a portion of the net proceeds of this offering in any media opportunities the Company may identify in the future, and the Company may use those proceeds to make investments with which you may not agree. You will be unable to evaluate the economic merits of the Company’s projects before the Company invests in them and the Company will be relying on its ability to select attractive investments. In addition, the Company’s investment policies may be amended from time to time at the discretion of the Company’s Management, without notice to the Company’s Shareholders. These factors will increase the uncertainty and the risk of investing in the Company’s securities.

Although the Company intends to use substantial portion of the net proceeds of this offering to acquire and develop film projects, including working capital, the Company cannot assure you that it will be able to do so. The Company’s failure to apply the proper portion of the net proceeds of this offering effectively or find suitable projects to acquire and develop in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.

Risks Related to Our Securities

There is a limited established trading market for our common stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities.

The Company recently (on November 1^st 2023) became an SEC reporting company within the meaning of the 1934 securities exchange act. As a result, there is a limited public trading market for our common stock since this change and an active trading market in our securities may not develop or, if developed, may not be sustained. While we intend to seek a quotation on a major national exchange or a listed exchange in the future, there can be no assurance that any such trading market will develop, and purchasers of the common stock may have difficulty selling their common stock. No underwrites have committed to sponsoring the Company’s common stock to list on any exchange, and none may do so.

We may, in the future, issue additional Shares of common stock, which would reduce investors percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of multiple classes of stock, including 500, 000,000 Shares of common stock. Additionally the Company authorized the following additional classes of shares; up to 100 Shares of Preferred Stock Class A, 10,000,000 Shares of Preferred Stock Class C, 4,000,000 Shares of Preferred Stock Class D, 40,000 of Preferred Stock Class E and 75,000 of Preferred Stock Class F. The rights of each Class of Securities is described in detail in the Notes section of the Financial Reports. The Financial Reports also shows the issuances for each Class of Securities at the date of this filing.

The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our existing shareholders. We may issue further any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Shares held by our investors, and might have an adverse effect on any trading market for our common stock.

We are a Film Project company and we may finance our business through loans.

As with many other Film Project companies, we will from time to time finance our business through loans collateralized by the underlying film project we develop or acquire. Our goal is to develop Film Projects by direct investment and debt financing. We may also acquire debt in the form of mezzanine or bridge financing. We may borrow such funds from a traditional bank or non bank third party. However, we hope to limit our financing costs and our financing to direct leverage for each project. We hope to finance development costs mostly with the sale of our common stock in this offering. As a result, our balance sheet may be unduly leveraged, and the Company will be burdened by debt service costs and other fees.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, registration under the Securities Act of 1934 the as well as those of various state securities laws. The basis for relying on such exemptions and registrations is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

Investors who buy shares in this offering at different times will likely pay different prices.

Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. In connection with the Equity Line of Credit Financing, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares of common stock sold to the Equity Line Investor. Similarly, the Equity Line Investor may sell such shares of common stock at different times and at different prices. Investors may experience a decline in the value of the shares they purchase from the Equity Line Investor in this offering as a result of sales made by us in future transactions to the Equity Line Investor at prices lower than the prices they paid. Sales to the Equity Line Investor by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Equity Line Investor, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales, which could have a materially adverse effect on our business and operations.

Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to the Equity Line Investor, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management will have broad discretion with respect to the use of proceeds from the sale of any shares of our common stock to the Equity Line Investor, including for any of the purposes described in the section of this prospectus entitled “Use of Proceeds.” You will be relying on the judgment of our management regarding the application of the proceeds from the sale of any shares of our common stock to the Equity Line Investor. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could harm our business, delay the development of our pipeline product candidates and cause the price of our common stock to decline.

We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

We may direct the Equity Line Investor to purchase up to $500,000 worth of shares of our common stock under the Equity Line Purchase Agreement until December 31, 2025. Our ability to sell shares to the Equity Line Investor and obtain funds under the Equity Line Purchase Agreement is limited by the terms and conditions in the Equity Line Purchase Agreement, including restrictions on the amounts we may sell to the Equity Line Investor at any one time, and a limitation on our ability to sell shares to the Equity Line Investor to the extent that it would cause the Equity Line Investor to beneficially own more than 9.99% of our outstanding shares of common stock. Therefore, we may not in the future have access to the full amount available to us under the Equity Line Purchase Agreement, depending on the price of our common stock. In addition, any amounts we sell under the Equity Line Purchase Agreement may not satisfy all of our funding needs, even if we are able and choose to sell and issue all of our common stock currently registered.

The extent we rely on the Equity Line Investor as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from the Equity Line Investor were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we sell all $500,000 in shares of our common stock under the Equity Line Purchase Agreement to the Equity Line Investor, we may still need additional capital to finance our future plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, convertible debt, or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our common stock. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition, and prospects.

ITEM 4. USE OF PROCEEDS TO ISSUER

The proceeds received by the Company will be used for general working capital. A portion of the net proceeds from the sale of our common stock will go to the selling stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the shares of common stock for the selling stockholders.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

CAPITALIZATION

The capitalization of the Company will not change as a result of the sale of shares of common stock by the selling shareholders. The following table sets forth our capitalization as of September 30, 2023:

● on an actual basis;

● on a pro forma basis after giving effect to the full sale of $500,000 in shares of common stock to Alumni Capital LP, using an adjusted price of $0.0103 for the per share purchase price of 55,555,556 shares, warrants issued to Alumni Capital LP for an additional 27,777,778 shares at an exercise price of $0,02 per share.

The as adjusted information below is illustrative only. You should read this table together with our financial statements and the related notes included elsewhere in this prospectus.

	As of 30 Sept 2023,
	Actual			As Adjusted (1)
Cash	$	189,578		$	807,578
Total liabilities		4,054,517			4,054,517
Stockholders’ equity:
common stock		36,734			36,795
common stock to Issue after AGM		39,159			39,159
Retained Earnings		(18,591,280	)		(18,591,280	)
Series A Convertible Preferred Stock (0.0001)		0			0
Series C Convertible Preferred Stock (0.0001)		364			364
Series D Convertible Preferred Stock (0.01)		9,156			9,156
Series E Convertible Preferred Stock (0.0001)		3			3
Series F Convertible Preferred Stock (0.0001)		2			2
Additional paid-in capital		61,221,669			61,839,619
Accumulated other comprehensive loss		(44,584	)		(44,584	)
Total Livento Group Inc. equity		42,671,221			43,171,221
Non-Controling Interest		11,020			11,020
Total stockholders’ equity		42,682,240			43,182,240
Total capitalization	$	46,736,757		$	47,236,757

Common Shares

As of September 30, 2023, the company issued a total 367,335,929 common shares with $0.0001 par value.

Preferred Shares

As of September 30, 2023, the company issued 5 classes of preference shares.

	●	Preferred shares A, $0.0001 par value, 100 shares Authorized, and 100 shares issued – Holder shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote. Current holder is Mr. David Stybr.
	●	Preferred shares C, $0.0001 par value, 10,000,000 shares Authorized, and 3,636,806 shares issued,
	●	Preferred shares D, $0.01 par value, 1,000,000 shares Authorized, and 915,559 shares issued,
	●	Preferred shares E, $0.0001 par value, 40,000 shares Authorized, and 25,000 shares issued,
	●	Preferred shares F, $0.0001 par value, 75,000 shares Authorized, and 15,000 shares issued.

(1)

The number of shares of common stock outstanding after this offering is based on 448,568,033 shares issued and 367,335,929 shares of common outstanding as of September 30, 2023 and an aggregate of 83,333,333 shares of common stock issuable upon the closing of this offering. These shares consist of the full sale of $500,000 in shares of common stock to Alumni Capital LP, using an adjusted price of $0.009 for the purchase price per share of 55,555,556 shares, warrants issued to Alumni Capital LP for an additional 27,777,778 shares at an exercise price of $0.02.

ITEM 5. DETERMINATION OF OFFERING PRICE

The selling stockholders will offer shares of our common stock at the prevailing market prices or privately negotiated prices. The offering price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock may not trade at the market prices in excess of the offering prices for common stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our common stock.

MARKET PRICE OF COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock trades on the OTCMarkets under the symbol “NUGN”.

Holders

As of September 30, 2023, 367,335,929 shares of our common stock were outstanding. As of September 30, 2023 there were 77 holders of record of our common stock.

Dividend Policy

We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. We have not paid any cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. In addition, our ability to pay cash dividends is currently restricted by the terms of our credit facilities. Our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur.

ITEM 6. DILUTION.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our shares of common stock beneficially owned as of January 26, 2024, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of January 26, 2024,. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of January 26, 2024, is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise specified, the address of each of the persons set forth below is care of the company at the address of 17 State Street, New York, NY 10004.

Name and address of beneficial owner	Number of Shares Owned (1)		Percent of Class (2)

David Stybr ⁽³⁾		12,000,000		1,3	%

David Zich		11,000,000		1,2	%

Simon Sandoval		-		0

Michal Zelezny		-		0

All officers and Directors as a group (6 persons) (3)		23,000,000		2,6	%

ITEM 7. SELLING STOCKHOLDERS

This prospectus relates to the possible resale from time to time by Alumni Capital of any or all of the shares of common stock that may be issued by us to Alumni Capital under its Equity Line Purchase Agreement, of any or all of the shares of common stock that may be issued by us to them under its Equity Line Purchase Agreement. For additional information regarding the issuance of common stock covered by this prospectus, see the section titled “Recent Developments” above. We are registering shares of common stock pursuant to the provisions of the Purchase Agreement we entered into with Alumni Capital on January 24, 2024, in order to permit the Selling Stockholder to offer the Shares for resale from time to time. Except for the transactions contemplated by the Equity Line Purchase Agreement, none of Alumni Capital, has had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholder” means Alumni Capital LP.

The table below presents information regarding the Selling Stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholders, and reflects holdings as of January 26, 2024. The number of shares in the column “Maximum Number of Shares of common stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholders may offer under this prospectus. The Selling Stockholders may sell some, all or none of their shares of common stock in this offering. We do not know how long the Selling Stockholders will hold the shares of common stock before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares of common stock.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the Selling Stockholder has voting and investment power. The percentage of shares of common stock beneficially owned by the Selling Stockholders prior to the offering shown in the table below is based on an aggregate of 815,903,962 shares of our common stock outstanding on January 26, 2024. Because the purchase price of the shares of common stock issuable under the Purchase Agreement is determined on each purchase date, the number of Shares that may actually be sold by us under the Purchase Agreement may be fewer than the number of Shares being offered by this prospectus. The fourth column assumes the sale of all of the Shares offered by the Selling Stockholders pursuant to this prospectus.

	●	Alumni Capital LP(4) has no shares of common stock prior to this offering.

	●	The number of shares of common stock to be offered pursuant to this prospectus is 55,555,556 and a further 27,777,778 shares of common stock issuable upon exercise of the warrants.

(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares of common stock that Alumni Capital may be required to purchase under the Purchase Agreement, because the issuance of such shares of common stock is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Alumni Capital’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the Purchase Notice Securities are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Alumni Capital to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Alumni Capital, would cause Alumni Capital’s beneficial ownership of our common stock to exceed the 9.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.
‍(1) cont.	Alumni Capital LP(4) will have no shares of common stock owned after this offering

(2)	Applicable percentage ownership is based on 367,335,929 shares of our common stock outstanding as of September 30, 2023.

(3)	Assumes the sale of all shares of common stock being offered pursuant to this prospectus.

(4)	The business address of Alumni Capital LP is 801 Brickell Avenue, 8th Floor, Miami, Florida 33130. The general partner of Alumni Capital LP is Alumni Capital GP LLC. Ashkan Mapar is the manager of Alumni Capital GP LLC and as such has voting and disposition control over the Shares.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws filed as exhibits to our prospectus.

General

Our authorized capital stock consist of 500,000,000 shares, all with a par value of $0.0001 per share, as follows:

500,000,000 shares of common stock;

24,000,000 shares of preferred stock.

Common Stock

Voting rights. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.

Dividend rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor.

Rights upon liquidation. In the event of liquidation, dissolution or winding up of , the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other rights. The holders of our common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of the Company’s last Financial report September 30, 2023, and the date of this offering, the company issued 5 classes of preference shares.

	●	Preferred shares A, $0.0001 par value, 100 shares Authorized, and 100 shares issued – Holder shall have the right to vote fifty-one (51%) of all votes. Current holder is Mr. David Stybr;
	●	Preferred shares C, $0.0001 par value, 10,000,000 shares Authorized , and 3,636,806 shares issued;
	●	Preferred shares D, $0.001par value, 1,000,000 shares Authorized, and 915,559 shares issued;
	●	Preferred shares E, $0.000 par value, 40,000 shares Authorized, and 25,000 shares issued;
	●	Preferred shares F, $0.0001par value, 75,000 shares Authorized, and 15,000 shares issued.

Dividend rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our Class B common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor.

Rights upon liquidation. In the event of liquidation, dissolution or winding up of the company, the holders of our Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Conversion of Class B common stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of common stock. Shares of Class B common stock will automatically convert into shares of common stock upon sale or transfer except for certain permitted transfers described in our amended and restated certificate of incorporation, including transfers effected for estate planning or other transfers among our founders, their family members and certain of their related entities. In addition, each share of Class B common stock held by a stockholder who is a natural person, or held by permitted transferees or permitted entities of such natural person (each as described in our amended and restated certificate of incorporation) will automatically convert into shares of common stock following the death or disability (as such term is defined in our amended and restated certificate of incorporation) of such natural person.

Listing

Our common stock is listed on OTCMarkets under the symbol “NUGN.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equity Stock Transfer, 237 W 37th St #602, New York, NY 10018.

ITEM 8. SHARES ELIGIBLE FOR FUTURE SALE

As of January 24, 2024, we would have had 899,238,296 shares of common stock outstanding, assuming the full conversion of the notes and exercise of the warrants. Of those shares, the 8,913,312 shares (including 27,777,778 shares to be issued on the exercise of warrants and 55,555,556 shares to be issued on the conversion of the Notes) covered by this prospectus upon sale will be freely transferrable without restrictions unless purchased by persons deemed to be our affiliates as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including an exemption under Rule 144 under the Securities Act. Of our shares of common stock that are outstanding, 28,748,580 are “restricted,” which means they were originally sold in an offering not registered under the Securities Act. Restricted shares may be sold through registration under the Securities Act or under an applicable exemption from registration, such as provided by Rule 144, which is summarized below.

In general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell those securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed 1% of the number of shares of common stock outstanding, which will equal approximately 455,630 shares immediately after this offering, based on the number of shares of common stock outstanding as of September 18, 2023. Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144 and to the availability of current public information about us.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock on the during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK

The following are the material U.S. federal income tax consequences of the ownership and disposition of our common stock acquired in this offering by a “Non-U.S. Holder” that does not own, and has not owned, actually or constructively, more than 5% of common stock. You are a Non-U.S. Holder if for U.S. federal income tax purposes you are a beneficial owner of our common stock that is:

	●	a nonresident alien individual;
	●	a foreign corporation; or
	●	a foreign estate or trust.

You are not a Non-U.S. Holder if you are a nonresident alien individual present in the United States for 183 days or more in the taxable year of disposition, or if you are a former citizen or former resident of the United States for U.S. federal income tax purposes. If you are such a person, you should consult your tax adviser regarding the U.S. federal income tax consequences of the ownership and disposition of our common stock.

If a partnership or other pass-through entity (including an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes) owns our common stock, the tax treatment of a partner or beneficial owner of the entity may depend upon the status of the owner, the activities of the entity and certain determinations made at the partner or beneficial owner level. Partners and beneficial owners in partnerships or other pass-through entities that own our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences applicable to them.

This discussion is based on the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect. This discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including alternative minimum tax and Medicare contribution tax consequences and does not address any aspect of state, local or non-U.S. taxation, or any taxes other than income and estate taxes. You should consult your tax adviser with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Dividends

As discussed under “Dividend Policy” above we do not anticipate paying any cash dividends in the foreseeable future. In the event that we do make distributions of cash or other property, those distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of our common stock, as described below under “- Gain on Disposition of Our common stock.”

Dividends paid to you generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, you will be required to provide a properly executed applicable Internal Revenue Service (“IRS”) Form W-8 certifying your entitlement to benefits under a treaty.

If dividends paid to you are effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on the dividends in the same manner as a U.S. person. In this case, you will be exempt from the withholding tax discussed in the preceding paragraph, although you will be required to provide a properly executed IRS Form W-8ECI in order to claim an exemption from withholding. You should consult your tax adviser with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Gain on Disposition of Our common stock

Subject to the discussions below under “- Information Reporting and Backup Withholding” and “- FATCA Withholding Taxes,” you generally will not be subject to U.S. federal income or withholding tax on gain realized on a sale or other taxable disposition of our common stock unless:

	●	the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by you in the United States), or
	●	we are or have been a “United States real property holding corporation,” as defined in the Code, at any time within the five-year period preceding the disposition or your holding period, whichever period is shorter, and our common stock has ceased to be regularly traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

We believe that we are not, and do not anticipate becoming, a United States real property holding corporation.

If you recognize gain on a sale or other disposition of our common stock that is effectively connected with your conduct of a trade or business in the United States (and if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on such gain in the same manner as a U.S. person. You should consult your tax adviser with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Information Reporting and Backup Withholding

Information returns are required to be filed with the IRS in connection with payments of dividends on our common stock. Unless you comply with certification procedures to establish that you are not a U.S. person, information returns may also be filed with the IRS in connection with the proceeds from a sale or other disposition of our common stock. You may be subject to backup withholding on payments on our common stock or on the proceeds from a sale or other disposition of our common stock unless you comply with certification procedures to establish that you are not a U.S. person or otherwise establish an exemption. Your provision of a properly executed applicable IRS Form W-8 certifying your non-U.S. status will permit you to avoid backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

FATCA Withholding Taxes

Payments to certain foreign entities of dividends on common stock of a U.S. issuer are subject to a withholding tax (separate and apart from, but without duplication of, the withholding tax described above) at a rate of 30%, unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption from these rules applies. Under proposed regulations issued by the Treasury Department on December 13, 2018, which state that taxpayers may rely on the proposed regulations until final regulations are issued, this withholding tax will not apply to the gross proceeds from any sale or disposition of common stock. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Non-U.S. holders should consult their tax advisors regarding the possible implications of this withholding tax on dividends on common stock.

ITEM 8. PLAN OF DISTRIBUTION

We are registering the shares of common stock previously issued to permit the resale of these shares of common stock, after they are issued, by the selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. Any proceeds received by the Company from the sale of shares of common stock pursuant to the Equity Line Purchase Agreement, from the exercise of the Equity Line Warrant, and from the exercise of the Warrants will be used for general working capital. See section entitled “Use of Proceeds”. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
●	in the over-the-counter market;
●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●	an exchange distribution in accordance with the rules of the applicable exchange;
●	privately negotiated transactions;
●	short sales made after the date the Registration Statement is declared effective by the SEC;
●	agreements between broker-dealers and the selling stockholders to sell a specified number of such shares at a stipulated price per share;
●	a combination of any such methods of sale; and
●	any other method permitted pursuant to applicable law.

The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. The Equity Line Purchase Agreement all exhibits thereto (the “Transaction Documents”) are binding upon and inure to the benefit of the Company and the Equity Line Investor and their respective successors. Pursuant to the terms and conditions of the Equity Line Purchase Agreement, neither any of the Transaction Documents nor any rights of the Equity Line Investor or the Company under the Equity Line Purchase Agreement may be assigned by either party to any other person or entity. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M under the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $1,500 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

Item 9. Description of Securities to be Registered.

SHARES ELIGIBLE FOR FUTURE SALE

As of February 12, 2024, we would have had 899.238,296 shares of common stock outstanding, assuming the full conversion of the notes and exercise of the warrants. Of those shares, the 899.238,296shares (including 27,777,778 shares to be issued on the exercise of warrants and 55,555,556 shares to be issued on the conversion of the Notes) covered by this prospectus upon sale will be freely transferrable without restrictions unless purchased by persons deemed to be our affiliates as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including an exemption under Rule 144 under the Securities Act.Restricted shares may be sold through registration under the Securities Act or under an applicable exemption from registration, such as provided by Rule 144, which is summarized below.

In general, under Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell those securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed 1% of the number of shares of common stock outstanding.. Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144 and to the availability of current public information about us.

ITEM 10. Interests of Named Experts and Counsel.

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be passed upon for us by the Attorney Mr Francis Fytton of record in the Exhibits, Attorney Opinion Letter.

EXPERTS

Our consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for the years ended December 31, 2022 and 2021, have been so incorporated in reliance on the report of Olayinka Oyebola & Co., Houston, TX 77036, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549. You can request copies of such documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public from the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. For further information with respect to our company and the securities offered by this prospectus, as well as the exhibits and schedules to the registration statement, we refer you to the registration statement, those exhibits and schedules, and to the information incorporated by reference in this Prospectus. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website.

ITEM 11. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Director and members of Livento Group, Inc

We have audited the accompanying balance sheets of Livento Group, Inc (the “Company”) as of December 31, 2022, and 2021 the related statements of operations, and cash flows, for each of the two years in the period ended December 31, 2022, and 2021, 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, 2022, and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022, and 2021, in conformity with U.S. generally accepted accounting principles.

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the financial statements, the Company restated its 2022 and 2021 financial statements to correct certain misstatements.

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. As of December 31, 2022, there are no critical audit matters to be communicated.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company’s auditor since November 2022.

5968

June 28^th, 2023

Lagos, Nigeria

F-1

Livento Group, INC

(Formerly Nugene International Inc.)

CONSOLIDATED BALANCE SHEETS


ASSETS	December 31, 2022			December 31, 2021
Current Assets:
Cash		24,159			484,183
Account receivables		489,910			-
Other current assets		121,460			-
Total Current Asset		635,529			484,183

Non-Current Assets
Long term investments		9,952,880			11,929,359
Intangible Assets (net)		12,726,847			8,033,241
Total Non-Current Assets		22,679,728			19,962,600
Total Assets	$	23,315,257		$	20,446,783

LIABILITIES AND MEMBERS EQUITY
Current Liabilities:
Account Payable		139,530			258,900
Short term business loan		62,549			-
Total current liabilities	$	202,079		$	258,900
Long-Term Liabilities
Co-Investments		3,046,017			-
Total Long-Term Liabilities	$	3,046,017		$	-
Total Liabilities	$	3,248,096		$	258,900

Stockholder’s Equity:
Preferred stock A, $0.0001 par value, 100 shares issued at 03/31/2023 and 100 shares issued at 12/31/2022 (100 shares Authorized)		0			0
Preferred stock Class C, $0.0001 par value, 10,000,000 shares Authorized, 1,204,426 shares issued at 12/31/2022 and 24,000,000 shares authorized, 0 shares issued at 12/31/2021.		120			-

Preferred stock Class D $0.01 par value, 1,000,000 shares Authorized, and 211,344 issued at 12/31/2022 and 0 shares issued at 12/31/2021.		2,113			-
Preferred stock, value		2,113			-

Common stock, $0.0001 par value, 500,000,000 shares Authorized, 227,001,268 shares issued at 12/31/2022 and 800,000,000 shares authorized, 765,895,613 shares issued at 12/31/2021.		22,700			76,590

Additional paid-in capital		32,493,023			32,074,932
Accumulated deficit		(12,450,797	)		(11,963,639	)
Stockholders’ Equity	$	20,067,160		$	20,187,883

Total Liabilities and Stockholder’s Equity	$	23,315,257		$	20,446,783

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, 2022			For the Year Ended December 31, 2021
Revenue	$	1,966,202		$	1,840,866
Cost of revenue		2,071,289			1,059,589
Gross Margin		(105,087	)		781,277

General and Admin Expense		358,231			334,767
Professional Fee		120,750			574,009
Rent Expense		3,366			87,100
Total operating expense		482,347			995,876
Taxation		-			-
Loss from operations		(587,434	)		(214,598	)
Other Income / (Expense)		100,277			(281	)
Net loss for the year	$	(487,158	)	$	(214,879	)

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 Paid in		Accumulated		Shareholder’s
	No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		capital		Deficit		equity
Balance as of January 1, 2021		-		-		1,917,720		192		-		-		59,254,155		5,925		21,918,062		-11,748,760		10,175,419
New preferred Shares issued to take-over the company by former management		100		0		-		-		-		-		-		-		0		-		0
Common shares issued for services		-		-		-		-		-		-		634,110,594		63,411		7,062		-		70,473
Series C Preferred Shares issued for services		-		-		28,000		3		-		-		-		-		-3		-		-
Conversion of Series C Preferred Shares to Common shares		-		-		-28,000		-3		-		-		28,00,000		280		-277		-		0
Conversion of Series C Preferred Shares to Common shares with specific condition		-		-		-1,917,720		-192		-		-		1,917,720		192		-		-		-
Loan Settlement		-		-		-		-		-		-		67,146,478		6,715		-6,715		-		-
Common shares settlement		-		-		-		-		-		-		666,666		67		-67		-		-
Changes in additional Paid in capital from other companies		-		-		-		-		-		-		-		-		10,156,870		-		10,156,870
Net Loss for the year ended		-		-		-		-		-		-		-		-		-		-214,879		-214,879
Balance as of December 31, 2021		100		0		-		-		-		-		765,895,613		76,590		32,074,932		-11,963,639		20,187,883

	Series A Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common stock				Additional Paid in		Accumulated		Shareholder’s
	No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		capital		Deficit		equity
Balance as of January 1, 2022		100		0		-		-		-		-		765,895,613		76,590		32,074,932		-11,963,639		20,187,883
Balance		100		0		-		-		-		-		765,895,613		76,590		32,074,932		-11,963,639		20,187,883
Conversion of Note		-		-		-		-		-		-		77,588,249		7,759		-7,759				-
Issuance of Series C Preferred Shares to David Stybr and their cancelation		-		-		-		-		-		-		-		-		-		-		-
Series D Preferred Shares issued for services		-		-		-		-		141,630		1416		-		-		-1,416		-		-
Sales of Series D Preferred Shares		-		-		-		-		69,714		697		-		-		365,738		-		366,435
Cancelation of Common shares and their transformation to Series C Preferred Shares		-		-		1,164,826		116		-		-		-116,482,594		-11,648		11,532		-		0
Cancelation of Common shares by former director		-		-		-		-		-		-		-500,000,000		-50,000		50,000		-		-
Sales of Series C Preferred Shares		-		-		39,600		4		-		-		-		-		-4		-		-0
Net Loss for the year ended		-		-		-		-		-		-		-		-		-		-487,158		-487,158
Balance as of December 31, 2022		100		0		1,204,426		120		211,344		2,113		227,001,268		22,700		32,493,023		-12,450,797		20,067,160
Balance		100		0		1,204,426		120		211,344		2,113		227,001,268		22,700		32,493,023		-12,450,797		20,067,160

The accompanying notes are an integral part of these consolidated financial statements.

F-4

LIVENTO GROUP, INC

(Formerly Nugene International Inc)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 2022			For the Year Ended December 2021
	As Restated			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(487,158	)	$	(214,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		1,677,410			714,589
Shares issued for services		0			70,473
Changes in operating assets and liabilities:
Accounts Receivable		(489,910	)		0
Accounts Payable		(119,370	)		248,900
Other Current Assets		(121,460	)		0
Other Current Liabilities		62,549			0
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		1,009,219			1,033,962
Net Cash Used in Operating Activities		522,061			819,083

CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments		(23,521	)		0
Purchase of Intangible Assets		(3,455,000	)		(937,200	)
Cash proceed for sale of investments		2,000,000			0
Property & Equipment		0			0
Deposits		0			0
Security Deposits Asset		0			0
Net Cash Used in Investing Activities		(1,478,521	)		(937,200	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from sale of Stock		366,435			0
Contribution by owners		0			600,000
Dividends Paid		0			0
Proceed from note payable		130,000			0
Net Cash Provided by Financing Activities		496,435			600,000

NET INCREASE IN CASH		(460,024	)		481,883

CASH AT BEGINNING OF YEAR		484,183			2,300

CASH AT END OF YEAR	$	24,159		$	484,183

Non- cash investing and financing activities:
Intangible assets contributed by related party		0			2,910,000
Long Term Investments contributed by related party		0			6,646,870
Purchase of Intangible Assets on accounts		2,916,017			0

The accompanying notes are an integral part of these financial statements.

F-5

LIVENTO GROUP, INC

Notes to Consolidated Financial Statements

December 31, 2022, 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 01/10/2020 in Delaware, USA. The business purpose of the company is management and business holding company for real estate and artificial intelligence services. Its focus in real estate is on residential development in Czech Republic and in artificial intelligence development of portfolio software used by asset managers to determine best mix of stocks from selected index.

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 $200,000. Also in March 2022, Mr. Stybr, agreed to contribute Livento Group, LLC to the Company in exchange for a transfer to him of the Series A Preferred Stock which gave Mr. Stybr voting control of the Company. Mr. Stybr was the sole member and manager of Livento Group LLC prior to such transfer. The Series C Preferred Stock purchased by Livento Group, LLC was cancelled shortly after it was acquired by Livento. Following such cancellation, Livento Group LLC, and Mr. Stybr, owned/controlled 100 shares of Series A Preferred Stock of the Company, which has 51% voting rights. As a result of these transactions our current operations are the operations of Livento Group, LLC.

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-6

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In the course of preparing our financial statements for 2022 and 2021, we identified following misstatements that required restatement of our previously issued 2021 and 2022 financial statements as follows:

The Company determined that the cash flows statement were not prepared in accordance with ASC 230-10-50-3. As a result, the Company restated the cash flows accordingly to show only cash movements and non-cash transactions are properly disclosed in a narrative format at the bottom of the cash flows.


	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(487,158	)	$	-		$	(487,158	)	$	(214,879	)	$	-		$	(214,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		1,677,410			-			1,677,410			714,589			-			714,589
Shares issued for services		-			-			-			-			70,473			70,473
Changes in operating assets and liabilities:
Accounts Receivable		(489,910	)		-			(489,910	)		-			-			-
Accounts Payable		(178,281	)		58,911			(119,370	)		248,900			-			248,900
Other Current Assets		-			(121,460	)		(121,460	)		-			-			-
Other Current Liabilities		-			62,549			62,549			-			-			-
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		1,009,219			-			1,009,219			963,489			70,473			1,033,962
Net Cash Used in Operating Activities		522,061			-			522,061			748,610			70,473			819,083

CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments		1,976,479			(2,000,000	)		(23,521	)		(6,646,870	)		6,646,870			-
Purchase of Intangible Assets		(6,371,017	)		2,916,017			(3,455,000	)		(3,847,200	)		2,910,000			(937,200	)
Cash proceed for sale of investments		-			2,000,000			2,000,000			-			-			-
Property & Equipment		-			-			-			-			-			-
Deposits		-			-			-			-			-			-
Security Deposits Asset		-			-			-			-			-			-
Net Cash Used in Investing Activities		(4,394,538	)		2,916,017			(1,478,521	)		(10,494,070	)		9,556,870			(937,200	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment		3,046,017			(3,046,017	)		-			-			-			-
Preferred stock		2,234			(2,234	)		-			(192	)		192			-
Proceed from sale of Stock		(53,889	)		420,324			366,435			70,664			(70,664	)		-
Contribution by owners		418,091			(418,091	)		-			10,156,871			(9,556,871	)		600,000
Dividends Paid		-			-			-			-			-			-
Proceed from note payable		-			130,000			130,000			-			-			-
Net Cash Provided by Financing Activities		3,412,453			(2,916,018	)		496,435			10,227,343			(9,627,343	)		600,000

NET INCREASE IN CASH		(460,024	)		-			(460,024	)		481,883			-			481,883

CASH AT BEGINNING OF YEAR		484,183			-			484,183			2,300			-			2,300

CASH AT END OF YEAR	$	24,159		$	-		$	24,159		$	484,183		$	-		$	484,183

Non- cash investing and financing activities:
Intangible assets contributed by related party		-			-			-			-			2,910,000			2,910,000
Long Term Investments contributed by related party		-			-			-			-			6,646,870			6,646,870
Purchase of Intangible Assets on accounts		-			2,916,017			2,916,017			-			-			-

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 statements include the financial statements of Nugene International, Inc and Livento Group, LLC, and BOXO Production Inc. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

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, 2021, and 2022 there is $484,183 and $24,159 in cash equivalent.

F-8

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 $0 and $0 as of December 31, 2022, and December 31, 2021, respectively.

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, 2022 and 2021.

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.	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 (Retinvest-AB, Thun Development Services) contains real estate development services mainly, but not limited to: - budgeting - contract check and preparation -project works - reporting and control of works - analysis of available land opportunities acquisitions	The company recognize revenue when the services have been provided

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

F-10

Recently Issued Accounting Pronouncements

Topic 606, Revenue from Contracts with Customers, of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The guidance in ASC 606 was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC 606. The Company is in the process of evaluating the impact of this accounting standard update.

On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 31, 2018 and interim periods in fiscal years beginning after December 31, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 – PREFERRED STOCK AND STOCKHOLDERS DEFICIT

Amendments to Articles of Incorporation

On September 6th, 2022, the Company amended its Articles of Incorporation giving its Board of Directors the power to issue up to 500,000,000 shares of Common Stock, and to fix the rights, preferences and privileges of each class of common stock so created. No shareholder approval is required in connection with the creation of classes of preferred stock under this authority and the setting of the rights, preferences, and privileges of such shares. The Board of Directors acted to create new series of preferred shares, Series D Preferred Stock.

Series C Preferred Stock

On December 31, 2022, Livento Group, Inc had total 1,204,426 shares of our Series C Preferred Shares. The Series C Preferred Shares have preference in liquidation and are convertible into common shares. The Board believes that this was necessary so that the Company maintains a consistent vision going forward that can only be achieved if the Founder’s vision is maintained. This vision is the same vision that all current shareholders bought into as evidenced by their investment into the Company. To ensure that the founder’s vision is maintained, it is necessary that no outsider person or group can gain voting control from the founder as the Company.

Series D Preferred Stock

Series D Preferred Stock are Preferred which allows the Board of Directors to subdivide and/or determine the rights, privileges, and other features of this stock. Till December 31, 2022, the Company issued 211,344 Series D preferred shares from 1 million (1,000,000) shares authorized. The par value is $0.01 per share.

Series A Preferred Stock

Series A Preferred Stock The holders of the Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20400 shares voting. For the sake of clarity, and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes(i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total common stock shares outstanding; (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series A Preferred Stock, if any; and (c) the voting rights attributable to the Series A Preferred Stock, as described herein, whether such series A Preferred Stock share are voted or not.

F-11

NOTE 5– INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

NOTE 6 – COMMON-CONTROL TRANSACTION - ASC 805-50

Livento Group, LLC Transfer 100% of its shares to Nugene International Inc in exchange of A class voting shares and C class shares, of net assets, this was an exchange of equity interests between entities under the control of the same parent.

Nugene International Inc, recognize the net assets received at historical carrying amounts, as reflected in the parent’s financial statements of Livento Group, LLC.

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 Company and certain shares of Series C Preferred Stock to Livento Group, LLC, a limited liability company formed by Mr. Stybr in 2020, for $200,000. Also in March 2022, Mr. Stybr, agreed to contribute Livento Group, LLC to the Company in exchange for a transfer to him of the Series A Preferred Stock which gave Mr. Stybr voting control of the Company. Mr. Stybr was the sole member and man-ager of Livento Group LLC prior to such transfer. The Series C Preferred Stock purchased by Livento Group, LLC was cancelled shortly after it was acquired by Livento. Following such cancellation, Livento Group LLC, and Mr. Stybr, owned/controlled 100 shares of Series A Preferred Stock of the Company, which has 51% voting rights. As a result of these transactions our current operations are the operations of Livento Group, LLC.

F-12

Concentration of Revenues

Livento Group, Inc. & Livento Group LLC

Profit & Loss Prev. Years Comparison

Accrual Basis

As of December 31, 2022, December 31, 2021, and December 31, 2020

	Dec 30, 2022			Dec 31, 2021			Dec 31, 2020
Ordinary Income/Expense
Income
Revenues		1,966,202			1,840,866			1,570,297
Sales Discounts		0			0			0
Total Income		1,966,202			1,840,866			1,570,297

Cost of Goods Sold
Merchant Account Fees		0			0			0
Professional fees RTS		393,879			345,000			267,000
Amortization RTS		1,677,410			714,589			0
Total COGS		2,071,289			1,059,589			267,000

Gross Profit		(105,087	)		781,277			1,303,297

Expense
Advertising & marketing		55,112			0			0
Computer and Internet Expenses		0			334,500			88,000
Bank Charges		1,048			267			267
Commissions & fees		15,292			0			0
Contract labor		129,467			0			0
Contractors		5,500			0			0
General business expenses		33,073			0			0
Interest paid		21,954			0			0
Legal & accounting services		55,272			0			0
Professional Fees		120,750			574,009			316,000
Office expenses		2,421			0			0
Payroll expenses		42,000			0			0
Rent		3,366			87,100			0
Travel		7,093			0			0
Uncategorized Expense		0			0			0
Total Expense		482,347			995,876			404,267

Net Ordinary Income		(587,434	)		(214,598	)		899,030

Other Income/Expense
Other Income		100,001			0			0
Other Expense		(276	)		281			0
Net Other Income		100,277			(281	)		0

Net Income		(487,158	)		(214,879	)		899,030

F-13

NOTE 7 – LONG TERM INVESTMENTS

Long-term investments for movies are $10,086,617 and was accounted for, using accounting policy for Revenue Recognition, ASC 606 five step model.

Managed Real Estate Projects

Name of the asset		Managed Real Estate Projects
what the assets is to be used for		Asset with name “Tundra’ that is expressly large residential project we acquired as a company, and we are finalizing project works to sell this project in 1Q 2023.
Duration for the construction / completion of the intangible assets		We are hiring consultants that are proceeding the works on the asset and we expect completing in 2Q / 2023.
Expectation of revenue generation from the acquisition of the asset		Asset will be sold to third party for highest bid, we expect to sell for app USD 9 million. Our sell process already started, we entertain several developers that are interested in the project acquisition.
Expected useful life of the assets upon completion		It’s a project, will be valid for 10 years after completion.
Amount expended on research.		The cost to produce this asset is currently US$9,171,659 and contains works of people and acquisition of initial project. Company already sold $2,000,000 with $100,000 profit so actual value is US$7,171,659

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
03/10/2020	Long-term investments: Real Estate Projects		5,045,789
10/07/2021	Long-term investments: Real Estate Projects		4,125,870
09/06/2022	Sales of Part of investment		-2,000,000
TOTAL			7,171,659

F-14

Development Projects

Name of the asset		Real Estate Development Projects
what the assets is to be used for		It contains project plans, budgets, permits and zoning rights for large project in Europe, Czech Republic.
Duration for the construction / completion of the assets		We are hiring consultants that are proceeding the works on the asset and we expect completing in 1Q 2023.
Expectation of revenue generation from the acquisition of the asset		Asset will be sold to third party for highest bid, we expect to sell for app USD 3 million. Our sell process already started, we entertain several developers that are interested in the project acquisition.
Expected useful life of the assets upon completion		It’s a project, will be valid for 10 years after completion.
Amount expended on research		The cost to produce this asset is currently USD 2,757,700 and contains works of people and acquisition of initial project.

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
07/09/2020	Long-term investments: Dev Project Resi Duke		236,700
03/09/2021	Long-term investments: Dev Project Resi Duke		1,467,000
09/09/2021	Long-term investments: Dev Project Resi Duke		1,054,000
TOTAL			2,757,700

Cost Capitalization

The cost of Real Estate includes the purchase price of the property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project cost incurred during the period of development.

ASC 970 Real Estate - General

The costs of Real Estate Projects include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

Real Estate Held for Sale

The Company considers Real Estate to be assets held for sale when (1) management commits to a plan to sell the Real Estate; (2) the Real Estate will be available for sale in its present condition and (3) the Real Estate will be marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a Real Estate as an asset held for sale, we record the Real Estate’s value at the lower of its’ carrying value or its estimated net realizable value.

Real Estate Projects

Real Estate are stated at cost. Depreciation is provided using the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite lived asset that is stated at fair value at date of acquisition.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Results for reporting periods beginning after December 31, 2021, are presented under Topic 606.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.

F-15

The Company reviewed all agreements at the date of initial application and elected to use the modified retrospective transition method, where the cumulative effect of the initial application is recognized as an adjustment to opening retained earnings on December 31, 2021. Considering there was no revenue in prior periods, the adoption of the new revenue recognition guidance had no transition impact.

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.

The implementation of ASC 606, have a material impact of US$7,171,659 on the Company’s consolidated financial statements.

Effective January 1, 2018, the Company adopted the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets. Generally, the Company’s sales of its real estate properties would be considered a sale of a nonfinancial asset as defined. Under ASC 610-20, the Company will derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. During the twelve months ended December 31, 2022, and 2021, the Company has US$2,000,000 in revenue from the sale of real estate properties. As a result of the adoption of ASU 610-20, there was an impact to the Company’s consolidated financial statements.

NOTE 8 – INTANGIBLE ASSETS

These Intangible Assets are in the form of Movies and A&I Machine learning programs, acquired by Licensing agreements and other costs for development from August 25^th, 2020 to December 31^st, 2022. The accounting policy used for Revenue Recognition is ASC 606 five step model. The details below are the license terms of the movies and A&I machine learning program.

F-16

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 are to be amortized		The company amortizes capitalized film cost when a film is released, and it begins to recognize revenue from the film.
Amount expended on research		The cost to produce this asset is currently USD 10,086,617 and contains works of people, licenses, and acquisition of initial project.

Acquisition of Intangible Asset - Movies
Date	Note	Amount
08/25/2020	Script Carnival Killers acquisition		1,050,600
09/10/2020	Script writers Carnival		530,000
08/24/2021	Script writers Carnival		1,660,000
11/11/2021	Producer fees		475,000
03/05/2022	Running Wild works		205,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
07/18/2022	Carnival Killers works		40,000
07/18/2022	Kids Movie 1		100,000
09/14/2022	Kids Movie 1 script		525,000
09/14/2022	Movie X script		525,000
09/14/2022	Producers works Movie BR		525,000
09/14/2022	Movie X script writers		525,000
09/25/2022	TV Series		2,916,017
10/13/2022	Producer Works Script		30,000
10/19/2022	Movie X script writers		600,000
11/10/2022	Producer Work Movie BR		30,000
11/28/2022	R. U. ROBOT S.R.O. Savage		100,000
12/09/2022	Director Work Movie BR		30,000
12/23/2022	Director Work Movie BR		20,000
12/29/2022	Kids Movie 1 script		50,000
TOTAL			10,086,617

A&I machine learning program - Elisee

Name of the intangible asset		A&I machine learning program – Elisee
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 2023 to produce USD 2.5 million as we are able to offer upgraded version to more clients.

F-17

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 capitalized film cost when a film is released, and it begins to recognize revenue from the film.

Pursuant to ASC 926-20-35, Livento Group, LLC 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.

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Research expenses are currently USD 5,032,230 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.

Acquisition of Intangible Asset – Elisee
Date	Note	Amount
01/10/2020	Elisee System Development		2,500,000
03/25/2020	Elisee System Development		70,030
06/30/2020	Elisee System Development		240,000
09/30/2020	Elisee System Development		260,000
12/31/2020	Elisee System Development		250,000
06/30/2021	Database of stock for analysis 2q		60,000
06/30/2021	DEBIT PAYMENT TO ICONIC LABS PLC ref 1368435		295,000
11/25/2021	Database of stock for analysis 3q		107,200
12/31/2021	Elisee System Development		1,250,000
TOTAL			5,032,230

Amortization of Intangible Asset – Elisee
Date	Note	Amount
06/30/2021	Amortization	102,084
09/30/2021	Amortization	306,253
12/31/2021	Amortization	306,253
TOTAL		714,589

Date	Note	Amount
03/31/2022	Amortization	419,353
06/30/2022	Amortization	419,353
09/30/2022	Amortization	419,353
12/31/2022	Amortization	419,353
TOTAL		1,677,410

Net value of Intangible Asset - A&I machine learning program		2,640,231

F-18

Pursuant to ASC 926-20-50-1, Livento Group, LLC disclose its methods of accounting for film costs, including, but not limited to, the following: The method(s) used in computing amortization.

The method used for the accounting of movie cost for Revenue Recognition, is ASC 606 five step model.

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased. Pursuant to ASC 926-20-35, Livento Group, LLC 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 unlimited period following the date of initial release of the movies.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but the financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up through the date the Company issued the audited consolidated financial statements and identify the understated.

F-19

RESULTS OF OPERATIONS

Comparison of three months ended September 2023 and 2022

The following analysis of the results of operations for the three months ended September, 2023 and 2022 should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of a number of factors. An investment in our common stock involves a high degree of risk. Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business sections of our 10-12G/A. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” or similar expressions, variations of those terms or the negative of those terms to identify forward- looking statements. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those 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 other 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, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward- looking statements.

Revenues

Revenues generated during the three months ended September 30, 2023 totaled $586,643. These came from sales of ELISEE and our management services and movie projects. We see approximately 34% increase compared to three months ended September 30, 2022 with $350,000.

Most of the revenue for the quarter that ended September 30, 2023, was derived from software fees in the USA and Europe markets and as well movie projects under BOXO Productions. Movie revenues belong to acquired movies during 2023 where initial two movies out of our 45 projects successfully entered distribution.

ELISE is constantly serving to clients in Europe and USA and we see stable source of income.

Cost of Revenues

Our costs of goods sold consist of Amortization of Intangible Assets in amount of $736,170, Professional fees of key professionals and consulting fee that is related to generation of income from the ELISEE in amount of $91,249. Our services sell for margins comparable with others in industries similar to ours. Our margins will reflect our efficiency in our services, the desirability of our services and our ability to grow revenue in order to scale our operations. Our relationships with our suppliers will also be important in procuring materials at better pricing. Our professional fees are $26,591 giving much higher absolute revenue.

Advertising and promotion

Advertising and promotion totaled approximately $283,907 for the three months ended September 30, 2023 compared to approximately $17,399 for the three months ended September 30, 2022. The use was mainly for online promotion and new marketing campaigns that we started during these months focused on our products and company.

Selling, general and administrative

Selling, general and administrative expenses (“SGA”) totaled approximately $184,787 for the three months ended September 30, 2023 compared to approximately $37,510 for the three months ended September 30, 2022. This increase is linked to company’s expansion in its business.

Professional fees

Professional fees totaled approximately $26,591 for the three months ended September 30, 2023 compared to approximately $43,500 for the three months ended September 30, 2022. The amount is mainly used to cover our services on other projects and internal Livento structure. The decrease is caused by re-allocation of Livento services to specific cost centers.

F-20

Comparison of nine months ended September 2023 and 2022

Revenues

Revenues generated during the nine months ended September 30, 2023 totaled $ 1,509,294. These came from sales of ELISEE and our management services and movie projects under BOXO Productions, Inc. We see approximately 50% increase compared to nine months ended September 30, 2022 with $ 1,030,202.

Most of the revenue for the quarter that ended September 30, 2023, was derived from software fees in the USA and Europe markets. Management believes that the increased revenues are related to our expanded staffing. BOXO movie revenues are recorded in 3^rd quarter 2023.

Cost of Revenues

Our costs of goods sold consist of Amortization of Intangible Assets in amount of $1,579,263, Professional fees of key professionals and consulting fee that is related to generation of income from the ELISEE and movies in amount of $697,966. Our services sell for margins comparable with others in industries similar to ours. Our margins will reflect our efficiency in our services, the desirability of our services and our ability to grow revenue in order to scale our operations. Our relationships with our suppliers will also be important in procuring materials at better pricing.

Advertising and promotion

Advertising and promotion totaled approximately $315,372 for the nine months ended September 30, 2023 compared to approximately $52,226 for the nine months ended September 30, 2022. The use was mainly for online promotion.

Selling, general and administrative

Selling, general and administrative expenses (“SGA”) totaled approximately $445,162 for the nine months ended September 30, 2023 compared to approximately $38,476 for the nine months ended September 30, 2022.

Professional fees

Professional fees totaled approximately $209,563 for the nine months ended September 30, 2023 compared to approximately $88,500 for the nine months ended September 30, 2022. The amount is mainly used to cover our services on other projects and internal Livento structure and movie developments.

Stock based compensation

Stock based compensation costs was $ 4,053,961 for the nine months ended September 30, 2023 compared to $0 for the nine months ended September 30, 2022.

F-21

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale and distribution of the securities being registered. All of the amounts shown are estimates, except for the SEC registration fee:

	Amount to be Paid
SEC registration fee	$	1,500
Legal fees and expenses		30,000
Accounting expenses		30,000
Total expenses	$	61,500

Item 14. Indemnification of Directors and Officers.

We will be governed by the Nevada General Corporation Law (“NGCL”). Section 145 of the NGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

Our certificate of incorporation will authorize the indemnification of its officers and directors, consistent with Section 145 of the NGCL.

Reference is made to Section 102(b)(7) of the NGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the NGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

We have not at the time of this filing, but we intend to shortly thereafter, entered into indemnification agreements with each of our directors and officers. These indemnification agreements may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. In addition, as permitted by Delaware law, our certificate of incorporation will include provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

We intend to arrange general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

II-1

Item 15. Recent Sales of Unregistered Securities.

The following information relates to all securities issued or sold by us since our fiscal year end not registered under the Securities Act.

Date of Transaction

Transaction type

Number of Shares Issued (or cancelled)

Class of Securities

Individual/ Entity Shares were issued to

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.

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

II-2

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

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

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

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

II-3

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

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

???????????

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

II-4

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

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

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

II-5

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

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

II-6

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

The following documents are filed as exhibits to this registration statement.

Exhibit No.		Description
1.1		Equity and Warrant Purchase Agreement.
107		Filing Fee Table

ITEM 17. UNDERTAKINGS.

(a)	The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

		(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-7

	(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

		(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
		(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
		(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
		(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)	That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c)	The undersigned registrant hereby undertakes:

	(1)	That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(2)	That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Culver City, California, on February 16, 2024.

Livento Group, Inc.

By:	/s/ David Stybr
	David Stybr
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints David Stybr his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ David Stybr	Chief Executive Officer	February 16, 2024
David Stybr	(Principal Executive Officer) and Director

* By:	/s/ David Stybr
	David Stybr
	Attorney-in-Fact

II-9

Exhibit 1.1

Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

LIVENTO GROUP, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities*

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered**		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee

Primary Offering

Fees to Be Paid	Equity	Common stock, par value $0.0001 per share (“*Class A Common Stock*”)	Rule 457(c)	83,333,334	⁽¹⁾	$	0.01	⁽²⁾	$	833,333		0.0001476	$	123.00

	Total Offering Amounts								$	833,333			$	123.00

	Total Fees Previously Paid												$	—

	Total Fee Offsets												$	—

	Net Fee Due												$	123.00

*	Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Company’s Registration Statement on Form S-1 to which this exhibit relates.

Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional number of shares of Common Stock of LIVENTO GROUP, Inc. (the “Company”) issuable upon stock splits, stock dividends or other distributions, recapitalization or similar events with respect to the shares of Common Stock being registered pursuant to this registration statement.

(1)	The aggregate 83,333,334 shares of Common Stock being registered pursuant to this registration statement consists of (a) 55,555,556 shares of Common Stock available for resale , (b) 27,777,778 shares of Common Stock available for the excursive of warrants for resale

(2)	Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.01

Table 2: Fee Offset Claims and Sources

N/A

Cover	12 Months Ended
Cover	Dec. 31, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	LIVENTO Group, Inc.
Entity Central Index Key	0001593549
Entity Tax Identification Number	46-3999052
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	17 State Street
Entity Address, Address Line Two	Suite 4000
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	(980)
Local Phone Number	432-8241
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 24,159	$ 484,183
Account receivables	489,910
Other current assets	121,460
Total Current Asset	635,529	484,183
Non-Current Assets
Long term investments	9,952,880	11,929,359
Intangible Assets (net)	12,726,847	8,033,241
Total Non-Current Assets	22,679,728	19,962,600
Total Assets	23,315,257	20,446,783
Current Liabilities:
Account Payable	139,530	258,900
Short term business loan	62,549
Total current liabilities	202,079	258,900
Long-Term Liabilities
Co-Investments	3,046,017
Total Long-Term Liabilities	3,046,017
Total Liabilities	3,248,096	258,900
Stockholder’s Equity:
Common stock, $0.0001 par value, 500,000,000 shares Authorized, 227,001,268 shares issued at 12/31/2022 and 800,000,000 shares authorized, 765,895,613 shares issued at 12/31/2021.	22,700	76,590
Additional paid-in capital	32,493,023	32,074,932
Accumulated deficit	(12,450,797)	(11,963,639)
Stockholders’ Equity	20,067,160	20,187,883
Total Liabilities and Stockholder’s Equity	23,315,257	20,446,783
Series A Preferred Stock [Member]
Stockholder’s Equity:
Preferred stock, value	0	0
Series C Preferred Stock [Member]
Stockholder’s Equity:
Preferred stock, value	120
Series D Preferred Stock [Member]
Stockholder’s Equity:
Preferred stock, value	$ 2,113

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	800,000,000
Common stock, shares issued	227,001,268	765,895,613
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	100
Preferred stock, shares authorized	100
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	1,204,426	0
Preferred stock, shares authorized	10,000,000	24,000,000
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	211,344	0
Preferred stock, shares authorized	1,000,000	1,000,000

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 1,966,202	$ 1,840,866
Cost of revenue	2,071,289	1,059,589
Gross Margin	(105,087)	781,277
General and Admin Expense	358,231	334,767
Professional Fee	120,750	574,009
Rent Expense	3,366	87,100
Total operating expense	482,347	995,876
Taxation
Loss from operations	(587,434)	(214,598)
Other Income / (Expense)	100,277	(281)
Net loss for the year	$ (487,158)	$ (214,879)

Consolidated Statements of Changes in Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2020		$ 192		$ 5,925	$ 21,918,062	$ (11,748,760)	$ 10,175,419
Balance, shares at Dec. 31, 2020		1,917,720		59,254,155
New preferred Shares issued to take-over the company by former management, shares at Dec. 31, 2020	100
New preferred Shares issued to take-over the company by former management	$ 0				0		0
Common shares issued for services				$ 63,411	7,062		70,473
Common shares issued for services, shares				634,110,594
Series C Preferred Shares issued for services		$ 3			(3)
Series C Preferred Shares issued for services, shares		28,000
Conversion of Series C Preferred Shares to Common shares		$ (3)		$ 280	(277)		0
Conversion of Series C Preferred Shares to Common shares, shares		(28,000)		2,800,000
Conversion of Series C Preferred Shares to Common shares with specific condition		$ (192)		$ 192
Conversion of Series C Preferred Shares to Common shares with specific condition, shares, shares		(1,917,720)		1,917,720
Loan Settlement				$ 6,715	(6,715)
Loan settlement, shares				67,146,478
Common shares settlement				$ 67	(67)
Common shares settlement, shares				666,666
Changes in additional Paid in capital from other companies					10,156,870		10,156,870
Net Loss for the year ended						(214,879)	(214,879)
Balance at Dec. 31, 2021	$ 0			$ 76,590	32,074,932	(11,963,639)	20,187,883
Balance, shares at Dec. 31, 2021	100			765,895,613
Net Loss for the year ended						(487,158)	(487,158)
Conversion of Note				$ 7,759	(7,759)
Conversion of Note, shares				77,588,249
Issuance of Series C Preferred Shares to David Stybr and their cancelation
Series D Preferred Shares issued for services			$ 1,416		(1,416)
Series D Preferred Shares issued for services, shares			141,630
Sales of Series D Preferred Shares			$ 697		365,738		366,435
Sales of Series D Preferred Shares, shares		69,714
Cancelation of Common shares and their transformation to Series C Preferred Shares		$ 116		$ (11,648)	11,532		0
Cancelation of Common shares and their transformation to Series C Preferred Shares, shares		1,164,826		(116,482,594)
Cancelation of Common shares by former director				$ (50,000)	50,000
Cancelation of Common shares by former director, shares				(500,000,000)
Sales of Series C Preferred Shares		$ 4			(4)		(0)
Sales of Series C Preferred Shares, shares		39,600
Balance at Dec. 31, 2022	$ 0	$ 120	$ 2,113	$ 22,700	$ 32,493,023	$ (12,450,797)	$ 20,067,160
Balance, shares at Dec. 31, 2022	100	1,204,426	211,344	227,001,268

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (487,158)	$ (214,879)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	1,677,410	714,589
Shares issued for services	0	70,473
Changes in operating assets and liabilities:
Accounts Receivable	(489,910)	0
Accounts Payable	(119,370)	248,900
Other Current Assets	(121,460)	0
Other Current Liabilities	62,549	0
Total Adjustments to reconcile Net Income to Net Cash provided by operations:	1,009,219	1,033,962
Net Cash Used in Operating Activities	522,061	819,083
CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments	(23,521)	0
Purchase of Intangible Assets	(3,455,000)	(937,200)
Cash proceed for sale of investments	2,000,000	0
Property & Equipment	0	0
Deposits	0	0
Security Deposits Asset	0	0
Net Cash Used in Investing Activities	(1,478,521)	(937,200)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from sale of Stock	366,435	0
Contribution by owners	0	600,000
Dividends Paid	0	0
Proceed from note payable	130,000	0
Net Cash Provided by Financing Activities	496,435	600,000
NET INCREASE IN CASH	(460,024)	481,883
CASH AT BEGINNING OF YEAR	484,183	2,300
CASH AT END OF YEAR	24,159	484,183
Non- cash investing and financing activities:
Intangible assets contributed by related party	0	2,910,000
Long Term Investments contributed by related party	0	6,646,870
Purchase of Intangible Assets on accounts	$ 2,916,017	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Change in Control

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

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS


	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(487,158	)	$	-		$	(487,158	)	$	(214,879	)	$	-		$	(214,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		1,677,410			-			1,677,410			714,589			-			714,589
Shares issued for services		-			-			-			-			70,473			70,473
Changes in operating assets and liabilities:
Accounts Receivable		(489,910	)		-			(489,910	)		-			-			-
Accounts Payable		(178,281	)		58,911			(119,370	)		248,900			-			248,900
Other Current Assets		-			(121,460	)		(121,460	)		-			-			-
Other Current Liabilities		-			62,549			62,549			-			-			-
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		1,009,219			-			1,009,219			963,489			70,473			1,033,962
Net Cash Used in Operating Activities		522,061			-			522,061			748,610			70,473			819,083

CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments		1,976,479			(2,000,000	)		(23,521	)		(6,646,870	)		6,646,870			-
Purchase of Intangible Assets		(6,371,017	)		2,916,017			(3,455,000	)		(3,847,200	)		2,910,000			(937,200	)
Cash proceed for sale of investments		-			2,000,000			2,000,000			-			-			-
Property & Equipment		-			-			-			-			-			-
Deposits		-			-			-			-			-			-
Security Deposits Asset		-			-			-			-			-			-
Net Cash Used in Investing Activities		(4,394,538	)		2,916,017			(1,478,521	)		(10,494,070	)		9,556,870			(937,200	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment		3,046,017			(3,046,017	)		-			-			-			-
Preferred stock		2,234			(2,234	)		-			(192	)		192			-
Proceed from sale of Stock		(53,889	)		420,324			366,435			70,664			(70,664	)		-
Contribution by owners		418,091			(418,091	)		-			10,156,871			(9,556,871	)		600,000
Dividends Paid		-			-			-			-			-			-
Proceed from note payable		-			130,000			130,000			-			-			-
Net Cash Provided by Financing Activities		3,412,453			(2,916,018	)		496,435			10,227,343			(9,627,343	)		600,000

NET INCREASE IN CASH		(460,024	)		-			(460,024	)		481,883			-			481,883

CASH AT BEGINNING OF YEAR		484,183			-			484,183			2,300			-			2,300

CASH AT END OF YEAR	$	24,159		$	-		$	24,159		$	484,183		$	-		$	484,183

Non- cash investing and financing activities:
Intangible assets contributed by related party		-			-			-			-			2,910,000			2,910,000
Long Term Investments contributed by related party		-			-			-			-			6,646,870			6,646,870
Purchase of Intangible Assets on accounts		-			2,916,017			2,916,017			-			-			-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

Concentrations of Credit Risk

Cash Equivalents

Accounts Receivable

Fair Value of Financial Instruments

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.

Revenue Recognition

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.	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 (Retinvest-AB, Thun Development Services) contains real estate development services mainly, but not limited to: - budgeting - contract check and preparation -project works - reporting and control of works - analysis of available land opportunities acquisitions	The company recognize revenue when the services have been provided

Income taxes

Recently Issued Accounting Pronouncements

PREFERRED STOCK AND STOCKHOLDERS DEFICIT

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

PREFERRED STOCK AND STOCKHOLDERS DEFICIT

NOTE 4 – PREFERRED STOCK AND STOCKHOLDERS DEFICIT

Amendments to Articles of Incorporation

Series C Preferred Stock

Series D Preferred Stock

Series A Preferred Stock

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 5– INCOME TAXES

COMMON-CONTROL TRANSACTION - ASC 805-50

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

COMMON-CONTROL TRANSACTION - ASC 805-50

NOTE 6 – COMMON-CONTROL TRANSACTION - ASC 805-50

Nugene International Inc, recognize the net assets received at historical carrying amounts, as reflected in the parent’s financial statements of Livento Group, LLC.

Concentration of Revenues

Livento Group, Inc. & Livento Group LLC

Profit & Loss Prev. Years Comparison

Accrual Basis

As of December 31, 2022, December 31, 2021, and December 31, 2020

	Dec 30, 2022			Dec 31, 2021			Dec 31, 2020
Ordinary Income/Expense
Income
Revenues		1,966,202			1,840,866			1,570,297
Sales Discounts		0			0			0
Total Income		1,966,202			1,840,866			1,570,297

Cost of Goods Sold
Merchant Account Fees		0			0			0
Professional fees RTS		393,879			345,000			267,000
Amortization RTS		1,677,410			714,589			0
Total COGS		2,071,289			1,059,589			267,000

Gross Profit		(105,087	)		781,277			1,303,297

Expense
Advertising & marketing		55,112			0			0
Computer and Internet Expenses		0			334,500			88,000
Bank Charges		1,048			267			267
Commissions & fees		15,292			0			0
Contract labor		129,467			0			0
Contractors		5,500			0			0
General business expenses		33,073			0			0
Interest paid		21,954			0			0
Legal & accounting services		55,272			0			0
Professional Fees		120,750			574,009			316,000
Office expenses		2,421			0			0
Payroll expenses		42,000			0			0
Rent		3,366			87,100			0
Travel		7,093			0			0
Uncategorized Expense		0			0			0
Total Expense		482,347			995,876			404,267

Net Ordinary Income		(587,434	)		(214,598	)		899,030

Other Income/Expense
Other Income		100,001			0			0
Other Expense		(276	)		281			0
Net Other Income		100,277			(281	)		0

Net Income		(487,158	)		(214,879	)		899,030

LONG TERM INVESTMENTS

12 Months Ended

Dec. 31, 2022

Investments, All Other Investments [Abstract]

LONG TERM INVESTMENTS

NOTE 7 – LONG TERM INVESTMENTS

Long-term investments for movies are $10,086,617 and was accounted for, using accounting policy for Revenue Recognition, ASC 606 five step model.

Managed Real Estate Projects

Name of the asset		Managed Real Estate Projects
what the assets is to be used for		Asset with name “Tundra’ that is expressly large residential project we acquired as a company, and we are finalizing project works to sell this project in 1Q 2023.
Duration for the construction / completion of the intangible assets		We are hiring consultants that are proceeding the works on the asset and we expect completing in 2Q / 2023.
Expectation of revenue generation from the acquisition of the asset		Asset will be sold to third party for highest bid, we expect to sell for app USD 9 million. Our sell process already started, we entertain several developers that are interested in the project acquisition.
Expected useful life of the assets upon completion		It’s a project, will be valid for 10 years after completion.
Amount expended on research.		The cost to produce this asset is currently US$9,171,659 and contains works of people and acquisition of initial project. Company already sold $2,000,000 with $100,000 profit so actual value is US$7,171,659

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
03/10/2020	Long-term investments: Real Estate Projects		5,045,789
10/07/2021	Long-term investments: Real Estate Projects		4,125,870
09/06/2022	Sales of Part of investment		-2,000,000
TOTAL			7,171,659

Development Projects

Name of the asset		Real Estate Development Projects
what the assets is to be used for		It contains project plans, budgets, permits and zoning rights for large project in Europe, Czech Republic.
Duration for the construction / completion of the assets		We are hiring consultants that are proceeding the works on the asset and we expect completing in 1Q 2023.
Expectation of revenue generation from the acquisition of the asset		Asset will be sold to third party for highest bid, we expect to sell for app USD 3 million. Our sell process already started, we entertain several developers that are interested in the project acquisition.
Expected useful life of the assets upon completion		It’s a project, will be valid for 10 years after completion.
Amount expended on research		The cost to produce this asset is currently USD 2,757,700 and contains works of people and acquisition of initial project.

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
07/09/2020	Long-term investments: Dev Project Resi Duke		236,700
03/09/2021	Long-term investments: Dev Project Resi Duke		1,467,000
09/09/2021	Long-term investments: Dev Project Resi Duke		1,054,000
TOTAL			2,757,700

Cost Capitalization

ASC 970 Real Estate - General

Real Estate Held for Sale

Real Estate Projects

Revenue Recognition

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

The implementation of ASC 606, have a material impact of US$7,171,659 on the Company’s consolidated financial statements.

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 8 – INTANGIBLE ASSETS

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 are to be amortized		The company amortizes capitalized film cost when a film is released, and it begins to recognize revenue from the film.
Amount expended on research		The cost to produce this asset is currently USD 10,086,617 and contains works of people, licenses, and acquisition of initial project.

Acquisition of Intangible Asset - Movies
Date	Note	Amount
08/25/2020	Script Carnival Killers acquisition		1,050,600
09/10/2020	Script writers Carnival		530,000
08/24/2021	Script writers Carnival		1,660,000
11/11/2021	Producer fees		475,000
03/05/2022	Running Wild works		205,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
07/18/2022	Carnival Killers works		40,000
07/18/2022	Kids Movie 1		100,000
09/14/2022	Kids Movie 1 script		525,000
09/14/2022	Movie X script		525,000
09/14/2022	Producers works Movie BR		525,000
09/14/2022	Movie X script writers		525,000
09/25/2022	TV Series		2,916,017
10/13/2022	Producer Works Script		30,000
10/19/2022	Movie X script writers		600,000
11/10/2022	Producer Work Movie BR		30,000
11/28/2022	R. U. ROBOT S.R.O. Savage		100,000
12/09/2022	Director Work Movie BR		30,000
12/23/2022	Director Work Movie BR		20,000
12/29/2022	Kids Movie 1 script		50,000
TOTAL			10,086,617

A&I machine learning program - Elisee

Name of the intangible asset		A&I machine learning program – Elisee
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 2023 to produce USD 2.5 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 capitalized film cost when a film is released, and it begins to recognize revenue from the film.

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Acquisition of Intangible Asset – Elisee
Date	Note	Amount
01/10/2020	Elisee System Development		2,500,000
03/25/2020	Elisee System Development		70,030
06/30/2020	Elisee System Development		240,000
09/30/2020	Elisee System Development		260,000
12/31/2020	Elisee System Development		250,000
06/30/2021	Database of stock for analysis 2q		60,000
06/30/2021	DEBIT PAYMENT TO ICONIC LABS PLC ref 1368435		295,000
11/25/2021	Database of stock for analysis 3q		107,200
12/31/2021	Elisee System Development		1,250,000
TOTAL			5,032,230

Amortization of Intangible Asset – Elisee
Date	Note	Amount
06/30/2021	Amortization	102,084
09/30/2021	Amortization	306,253
12/31/2021	Amortization	306,253
TOTAL		714,589

Date	Note	Amount
03/31/2022	Amortization	419,353
06/30/2022	Amortization	419,353
09/30/2022	Amortization	419,353
12/31/2022	Amortization	419,353
TOTAL		1,677,410

Net value of Intangible Asset - A&I machine learning program		2,640,231

Pursuant to ASC 926-20-50-1, Livento Group, LLC disclose its methods of accounting for film costs, including, but not limited to, the following: The method(s) used in computing amortization.

The method used for the accounting of movie cost for Revenue Recognition, is ASC 606 five step model.

The Company determines revenue recognition through the following steps:

●	identification of the agreement, or agreements, with a buyer and/or investor;
●	identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;
●	determination of the transaction price;
●	allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and
●	recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased. Pursuant to ASC 926-20-35, Livento Group, LLC 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 unlimited period following the date of initial release of the movies.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

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

Basis of Consolidation

Use of Estimates

Use of Estimates

Concentrations of Credit Risk

Concentrations of Credit Risk

Cash Equivalents

Cash Equivalents

Accounts Receivable

Accounts Receivable

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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.

Revenue Recognition

Revenue Recognition

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.	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 (Retinvest-AB, Thun Development Services) contains real estate development services mainly, but not limited to: - budgeting - contract check and preparation -project works - reporting and control of works - analysis of available land opportunities acquisitions	The company recognize revenue when the services have been provided

Income taxes

Income taxes

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS


	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(487,158	)	$	-		$	(487,158	)	$	(214,879	)	$	-		$	(214,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		1,677,410			-			1,677,410			714,589			-			714,589
Shares issued for services		-			-			-			-			70,473			70,473
Changes in operating assets and liabilities:
Accounts Receivable		(489,910	)		-			(489,910	)		-			-			-
Accounts Payable		(178,281	)		58,911			(119,370	)		248,900			-			248,900
Other Current Assets		-			(121,460	)		(121,460	)		-			-			-
Other Current Liabilities		-			62,549			62,549			-			-			-
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		1,009,219			-			1,009,219			963,489			70,473			1,033,962
Net Cash Used in Operating Activities		522,061			-			522,061			748,610			70,473			819,083

CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments		1,976,479			(2,000,000	)		(23,521	)		(6,646,870	)		6,646,870			-
Purchase of Intangible Assets		(6,371,017	)		2,916,017			(3,455,000	)		(3,847,200	)		2,910,000			(937,200	)
Cash proceed for sale of investments		-			2,000,000			2,000,000			-			-			-
Property & Equipment		-			-			-			-			-			-
Deposits		-			-			-			-			-			-
Security Deposits Asset		-			-			-			-			-			-
Net Cash Used in Investing Activities		(4,394,538	)		2,916,017			(1,478,521	)		(10,494,070	)		9,556,870			(937,200	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment		3,046,017			(3,046,017	)		-			-			-			-
Preferred stock		2,234			(2,234	)		-			(192	)		192			-
Proceed from sale of Stock		(53,889	)		420,324			366,435			70,664			(70,664	)		-
Contribution by owners		418,091			(418,091	)		-			10,156,871			(9,556,871	)		600,000
Dividends Paid		-			-			-			-			-			-
Proceed from note payable		-			130,000			130,000			-			-			-
Net Cash Provided by Financing Activities		3,412,453			(2,916,018	)		496,435			10,227,343			(9,627,343	)		600,000

NET INCREASE IN CASH		(460,024	)		-			(460,024	)		481,883			-			481,883

CASH AT BEGINNING OF YEAR		484,183			-			484,183			2,300			-			2,300

CASH AT END OF YEAR	$	24,159		$	-		$	24,159		$	484,183		$	-		$	484,183

Non- cash investing and financing activities:
Intangible assets contributed by related party		-			-			-			-			2,910,000			2,910,000
Long Term Investments contributed by related party		-			-			-			-			6,646,870			6,646,870
Purchase of Intangible Assets on accounts		-			2,916,017			2,916,017			-			-			-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SCHEDULE OF REVENUE PERFORMANCE OBLIGATION TIMING OF SATISFACTION AND REGISTRATION

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.	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 (Retinvest-AB, Thun Development Services) contains real estate development services mainly, but not limited to: - budgeting - contract check and preparation -project works - reporting and control of works - analysis of available land opportunities acquisitions	The company recognize revenue when the services have been provided

COMMON-CONTROL TRANSACTION - ASC 805-50 (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF CONCENTRATION OF REVENUES ON ACCRUAL BASIS

	Dec 30, 2022			Dec 31, 2021			Dec 31, 2020
Ordinary Income/Expense
Income
Revenues		1,966,202			1,840,866			1,570,297
Sales Discounts		0			0			0
Total Income		1,966,202			1,840,866			1,570,297

Cost of Goods Sold
Merchant Account Fees		0			0			0
Professional fees RTS		393,879			345,000			267,000
Amortization RTS		1,677,410			714,589			0
Total COGS		2,071,289			1,059,589			267,000

Gross Profit		(105,087	)		781,277			1,303,297

Expense
Advertising & marketing		55,112			0			0
Computer and Internet Expenses		0			334,500			88,000
Bank Charges		1,048			267			267
Commissions & fees		15,292			0			0
Contract labor		129,467			0			0
Contractors		5,500			0			0
General business expenses		33,073			0			0
Interest paid		21,954			0			0
Legal & accounting services		55,272			0			0
Professional Fees		120,750			574,009			316,000
Office expenses		2,421			0			0
Payroll expenses		42,000			0			0
Rent		3,366			87,100			0
Travel		7,093			0			0
Uncategorized Expense		0			0			0
Total Expense		482,347			995,876			404,267

Net Ordinary Income		(587,434	)		(214,598	)		899,030

Other Income/Expense
Other Income		100,001			0			0
Other Expense		(276	)		281			0
Net Other Income		100,277			(281	)		0

Net Income		(487,158	)		(214,879	)		899,030

LONG TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Real Estate [Member]

Schedule of Investments [Line Items]

SCHEDULE OF ACQUISITION OF LONG-TERM INVESTMENT

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
03/10/2020	Long-term investments: Real Estate Projects		5,045,789
10/07/2021	Long-term investments: Real Estate Projects		4,125,870
09/06/2022	Sales of Part of investment		-2,000,000
TOTAL			7,171,659

Development Project [Member]

Schedule of Investments [Line Items]

SCHEDULE OF ACQUISITION OF LONG-TERM INVESTMENT

Acquisition of Long-Term Investment - Real Estate Projects
Date	Note	Amount
07/09/2020	Long-term investments: Dev Project Resi Duke		236,700
03/09/2021	Long-term investments: Dev Project Resi Duke		1,467,000
09/09/2021	Long-term investments: Dev Project Resi Duke		1,054,000
TOTAL			2,757,700

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Finite-Lived Intangible Assets [Line Items]

SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET

Acquisition of Intangible Asset - Movies
Date	Note	Amount
08/25/2020	Script Carnival Killers acquisition		1,050,600
09/10/2020	Script writers Carnival		530,000
08/24/2021	Script writers Carnival		1,660,000
11/11/2021	Producer fees		475,000
03/05/2022	Running Wild works		205,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
05/04/2022	Running Wild works		50,000
07/18/2022	Carnival Killers works		40,000
07/18/2022	Kids Movie 1		100,000
09/14/2022	Kids Movie 1 script		525,000
09/14/2022	Movie X script		525,000
09/14/2022	Producers works Movie BR		525,000
09/14/2022	Movie X script writers		525,000
09/25/2022	TV Series		2,916,017
10/13/2022	Producer Works Script		30,000
10/19/2022	Movie X script writers		600,000
11/10/2022	Producer Work Movie BR		30,000
11/28/2022	R. U. ROBOT S.R.O. Savage		100,000
12/09/2022	Director Work Movie BR		30,000
12/23/2022	Director Work Movie BR		20,000
12/29/2022	Kids Movie 1 script		50,000
TOTAL			10,086,617

A&I Machine Learning Program - Elisee [Member]

Finite-Lived Intangible Assets [Line Items]

SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET

Acquisition of Intangible Asset – Elisee
Date	Note	Amount
01/10/2020	Elisee System Development		2,500,000
03/25/2020	Elisee System Development		70,030
06/30/2020	Elisee System Development		240,000
09/30/2020	Elisee System Development		260,000
12/31/2020	Elisee System Development		250,000
06/30/2021	Database of stock for analysis 2q		60,000
06/30/2021	DEBIT PAYMENT TO ICONIC LABS PLC ref 1368435		295,000
11/25/2021	Database of stock for analysis 3q		107,200
12/31/2021	Elisee System Development		1,250,000
TOTAL			5,032,230

Amortization of Intangible Asset – Elisee
Date	Note	Amount
06/30/2021	Amortization	102,084
09/30/2021	Amortization	306,253
12/31/2021	Amortization	306,253
TOTAL		714,589

Date	Note	Amount
03/31/2022	Amortization	419,353
06/30/2022	Amortization	419,353
09/30/2022	Amortization	419,353
12/31/2022	Amortization	419,353
TOTAL		1,677,410

Net value of Intangible Asset - A&I machine learning program		2,640,231

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)		12 Months Ended
	Mar. 14, 2022	Dec. 31, 2022
Entity Incorporation, Date of Incorporation		Jan. 10, 2020
Series A and Certain Series C Preferred Stock [Member] \| Ms. Hoffman [Member]
Stock Issued During Period, Value, Acquisitions	$ 200,000
Preferred Class A [Member] \| Mr. Stybr [Member]
Investment Owned, Balance, Shares	100
Equity Method Investment, Ownership Percentage	51.00%

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (487,158)	$ (214,879)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	1,677,410	714,589
Shares issued for services	0	70,473
Changes in operating assets and liabilities:
Accounts Receivable	(489,910)	0
Accounts Payable	(119,370)	248,900
Other Current Assets	(121,460)	0
Other Current Liabilities	62,549	0
Total Adjustments to reconcile Net Income to Net Cash provided by operations:	1,009,219	1,033,962
Net Cash Used in Operating Activities	522,061	819,083
CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments	(23,521)	0
Purchase of Intangible Assets	(3,455,000)	(937,200)
Cash proceed for sale of investments	2,000,000	0
Property & Equipment	0	0
Deposits	0	0
Security Deposits Asset	0	0
Net Cash Used in Investing Activities	(1,478,521)	(937,200)
CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment
Preferred stock
Proceed from sale of Stock	366,435	0
Contribution by owners	0	600,000
Dividends Paid	0	0
Proceed from note payable	130,000	0
Net Cash Provided by Financing Activities	496,435	600,000
NET INCREASE IN CASH	(460,024)	481,883
CASH AT BEGINNING OF YEAR	484,183	2,300
CASH AT END OF YEAR	24,159	484,183
Non- cash investing and financing activities:
Intangible assets contributed by related party	0	2,910,000
Long Term Investments contributed by related party	0	6,646,870
Purchase of Intangible Assets on accounts	2,916,017	0
Previously Reported [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(487,158)	(214,879)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	1,677,410	714,589
Shares issued for services	(0)	(0)
Changes in operating assets and liabilities:
Accounts Receivable	(489,910)	0
Accounts Payable	(178,281)	248,900
Other Current Assets	0	0
Other Current Liabilities	(0)	(0)
Total Adjustments to reconcile Net Income to Net Cash provided by operations:	1,009,219	963,489
Net Cash Used in Operating Activities	522,061	748,610
CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments	1,976,479	(6,646,870)
Purchase of Intangible Assets	(6,371,017)	(3,847,200)
Cash proceed for sale of investments	(0)	(0)
Property & Equipment	0	0
Deposits	(0)	(0)
Security Deposits Asset	(0)	(0)
Net Cash Used in Investing Activities	(4,394,538)	(10,494,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment	3,046,017
Preferred stock	2,234	(192)
Proceed from sale of Stock	(53,889)	70,664
Contribution by owners	418,091	10,156,871
Dividends Paid	(0)	(0)
Proceed from note payable	(0)	(0)
Net Cash Provided by Financing Activities	3,412,453	10,227,343
NET INCREASE IN CASH	(460,024)	481,883
CASH AT BEGINNING OF YEAR	484,183	2,300
CASH AT END OF YEAR	24,159	484,183
Non- cash investing and financing activities:
Intangible assets contributed by related party	(0)	(0)
Long Term Investments contributed by related party	(0)	(0)
Purchase of Intangible Assets on accounts	(0)	(0)
Revision of Prior Period, Adjustment [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization
Shares issued for services	(0)	70,473
Changes in operating assets and liabilities:
Accounts Receivable	0	0
Accounts Payable	58,911
Other Current Assets	(121,460)	0
Other Current Liabilities	62,549	(0)
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		70,473
Net Cash Used in Operating Activities		70,473
CASH FLOWS FROM INVESTING ACTIVITIES:
Long Term Investments	(2,000,000)	6,646,870
Purchase of Intangible Assets	2,916,017	2,910,000
Cash proceed for sale of investments	2,000,000	(0)
Property & Equipment	0	0
Deposits	(0)	(0)
Security Deposits Asset	(0)	(0)
Net Cash Used in Investing Activities	2,916,017	9,556,870
CASH FLOWS FROM FINANCING ACTIVITIES:
Co-Investment	(3,046,017)
Preferred stock	(2,234)	192
Proceed from sale of Stock	420,324	(70,664)
Contribution by owners	(418,091)	(9,556,871)
Dividends Paid	(0)	(0)
Proceed from note payable	130,000	(0)
Net Cash Provided by Financing Activities	(2,916,018)	(9,627,343)
NET INCREASE IN CASH
CASH AT BEGINNING OF YEAR
CASH AT END OF YEAR
Non- cash investing and financing activities:
Intangible assets contributed by related party	(0)	2,910,000
Long Term Investments contributed by related party	(0)	6,646,870
Purchase of Intangible Assets on accounts	$ 2,916,017	$ (0)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 24,159	$ 484,183
Accounts Receivable, Allowance for Credit Loss	$ 0	$ 0
Income Tax Examination, Likelihood of Unfavorable Settlement	The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement

PREFERRED STOCK AND STOCKHOLDERS DEFICIT (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Sep. 06, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common Stock, Shares Authorized	500,000,000		500,000,000	800,000,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Outstanding	1,204,426
Preferred Stock, Shares Issued	1,204,426			0
Preferred Stock, Shares Authorized	10,000,000			24,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Issued	211,344			0
Preferred Stock, Shares Authorized	1,000,000			1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01			$ 0.01
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Issued	100	100
Preferred Stock, Shares Authorized	100
Preferred Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001
Preferred Stock, Voting Rights	if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20400 shares voting.

INCOME TAXES (Details Narrative)	12 Months Ended
INCOME TAXES (Details Narrative)	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%

SCHEDULE OF CONCENTRATION OF REVENUES ON ACCRUAL BASIS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Ordinary Income/Expense
Total Income	$ 1,966,202	$ 1,840,866
Cost of Goods Sold
Gross Margin	(105,087)	781,277
Expense
Professional Fees	120,750	574,009
Office expenses	358,231	334,767
Rent	3,366	87,100
Total operating expense	482,347	995,876
Loss from operations	(587,434)	(214,598)
Other Income/Expense
Other Expense	100,277	(281)
Net loss for the year	(487,158)	(214,879)
Livento Group Inc and Livento Group LLC [Member]
Ordinary Income/Expense
Total Income	1,966,202	1,840,866	$ 1,570,297
Cost of Goods Sold
Total COGS	2,071,289	1,059,589	267,000
Gross Margin	(105,087)	781,277	1,303,297
Expense
Advertising & marketing	55,112	0	0
Computer and Internet Expenses	0	334,500	88,000
Bank Charges	1,048	267	267
Commissions & fees	15,292	0	0
Contract labor	129,467	0	0
Contractors	5,500	0	0
General business expenses	33,073	0	0
Interest paid	21,954	0	0
Legal & accounting services	55,272	0	0
Professional Fees	120,750	574,009	316,000
Office expenses	2,421	0	0
Payroll expenses	42,000	0	0
Rent	3,366	87,100	0
Travel	7,093	0	0
Uncategorized Expense	0	0	0
Total operating expense	482,347	995,876	404,267
Loss from operations	(587,434)	(214,598)	899,030
Other Income/Expense
Other Income	100,001	0	0
Other Expense	(276)	281	0
Net Other Income	100,277	(281)	0
Net loss for the year	(487,158)	(214,879)	899,030
Livento Group Inc and Livento Group LLC [Member] \| Revenues [Member]
Ordinary Income/Expense
Total Income	1,966,202	1,840,866	1,570,297
Livento Group Inc and Livento Group LLC [Member] \| Sales Discounts [Member]
Ordinary Income/Expense
Total Income	0	0	0
Livento Group Inc and Livento Group LLC [Member] \| Merchandise Account Fees [Member]
Cost of Goods Sold
Total COGS	0	0	0
Livento Group Inc and Livento Group LLC [Member] \| Professional Fees RTS [Member]
Cost of Goods Sold
Total COGS	393,879	345,000	267,000
Livento Group Inc and Livento Group LLC [Member] \| Amortization RTS [Member]
Cost of Goods Sold
Total COGS	$ 1,677,410	$ 714,589	$ 0

COMMON-CONTROL TRANSACTION - ASC 805-50 (Details Narrative) - USD ($)			12 Months Ended
	Mar. 14, 2022	Jan. 26, 2020	Dec. 31, 2022
Business Acquisition [Line Items]
Asset acquisition rate, transferred			100.00%
Series A and Certain Series C Preferred Stock [Member] \| Ms. Hoffman [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Value, Acquisitions	$ 200,000
Preferred Class A [Member] \| Mr. Stybr [Member]
Business Acquisition [Line Items]
Investment Owned, Balance, Shares	100
Equity Method Investment, Ownership Percentage	51.00%
Promissory Note [Member]
Business Acquisition [Line Items]
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 120,000

SCHEDULE OF ACQUISITION OF LONG-TERM INVESTMENT (Details) - USD ($)	Dec. 31, 2022	Sep. 06, 2022	Dec. 31, 2021	Oct. 07, 2021	Sep. 09, 2021	Mar. 09, 2021	Jul. 09, 2020	Mar. 10, 2020
Schedule of Investments [Line Items]
Long term investments	$ 9,952,880		$ 11,929,359
Real Estate Investment [Member]
Schedule of Investments [Line Items]
Long term investments	7,171,659			$ 4,125,870				$ 5,045,789
Sales of part of investment		$ (2,000,000)
Devlopment Project Resi Duke [Member]
Schedule of Investments [Line Items]
Long term investments							$ 236,700
Development Project Resi Duke [Member]
Schedule of Investments [Line Items]
Long term investments						$ 1,467,000
Real Estate [Member]
Schedule of Investments [Line Items]
Long term investments					$ 1,054,000
Devlopment Projects [Member]
Schedule of Investments [Line Items]
Long term investments	$ 2,757,700

LONG TERM INVESTMENTS (Details Narrative) - USD ($)	12 Months Ended
LONG TERM INVESTMENTS (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Investments [Line Items]
Long-Term Investments	$ 9,952,880	$ 11,929,359
Other Long-Term Investments	7,171,659
Revenues		$ 2,000,000
Movies [Member]
Schedule of Investments [Line Items]
Long-Term Investments	10,086,617
Managed Real Estate Projects [Member]
Schedule of Investments [Line Items]
Long-Term Investments	7,171,659
Investment Income, Investment Expense	9,171,659
Proceeds from Sale of Long-Term Investments	2,000,000
Gain on Sale of Investments	100,000
Development Projects [Member]
Schedule of Investments [Line Items]
Investment Income, Investment Expense	2,757,700
Proceeds from Sale of Long-Term Investments	$ 3,000,000

SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET (Details) - USD ($)	Dec. 31, 2022	Dec. 29, 2022	Dec. 23, 2022	Dec. 09, 2022	Nov. 28, 2022	Oct. 19, 2022	Oct. 13, 2022	Oct. 11, 2022	Sep. 30, 2022	Sep. 25, 2022	Sep. 14, 2022	Jul. 18, 2022	Jun. 30, 2022	May 04, 2022	Mar. 31, 2022	Mar. 05, 2022	Dec. 31, 2021	Nov. 25, 2021	Nov. 11, 2021	Sep. 30, 2021	Aug. 24, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 10, 2020	Aug. 25, 2020	Jun. 30, 2020	Mar. 25, 2020	Jan. 10, 2020
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program	$ 10,086,617
Acquisition of intangible assets	5,032,230
Amortization	1,677,410																$ 714,589
Script Carnival Killers Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program																										$ 1,050,600
Script Writers Carnival [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program																					$ 1,660,000				$ 530,000
Producer Fees [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program																			$ 475,000
Running Wild Works [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program														$ 50,000		$ 205,000
Running Wild Works One [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program														50,000
Running Wild Works Two [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program														$ 50,000
Carnival Killers Works [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program												$ 40,000
Kids Movie One [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program												$ 100,000
Kids Movie One Script [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program		$ 50,000									$ 525,000
Movie X Script [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program											525,000
Producers Works Movie BR [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program											525,000
Movie X Script Writers [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program						$ 600,000					$ 525,000
TV Series [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program										$ 2,916,017
Producer Works Script [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program							$ 30,000
Producer Work Movie BR [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program								$ 30,000
R. U. ROBOT S.R.O. Savage [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program					$ 100,000
Director Work Movie BR [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program			$ 20,000	$ 30,000
Elisee System Development [Member]
Finite-Lived Intangible Assets [Line Items]
Acquisition of intangible assets																	1,250,000						$ 250,000	$ 260,000			$ 240,000	$ 70,030	$ 2,500,000
Database of Stock for Analysis 2Q [Member]
Finite-Lived Intangible Assets [Line Items]
Acquisition of intangible assets																						$ 60,000
D E B I T P A Y M E N T T O I C O N I C L A B S P L C Ref 1368435 [Member]
Finite-Lived Intangible Assets [Line Items]
Acquisition of intangible assets																						295,000
Database of Stock for Analysis 3Q [Member]
Finite-Lived Intangible Assets [Line Items]
Acquisition of intangible assets																		$ 107,200
A&I Machine Learning Program - Elisee [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization	419,353								$ 419,353				$ 419,353		$ 419,353		$ 306,253			$ 306,253		$ 102,084
AI Machine Learning Program [Member]
Finite-Lived Intangible Assets [Line Items]
net value of Intangible assets - A&I machine learning program	$ 2,640,231

INTANGIBLE ASSETS (Details Narrative)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative)	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Acquisition of initial project	$ 10,086,617
Movie Project [Member]
Finite-Lived Intangible Assets [Line Items]
Margin revenue, rate	40.00%
Finite-Lived Intangible Asset, Useful Life	15 years
Acquisition of initial project	$ 10,086,617
Movie Project [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Revenue share, rate	15.00%
Movie Project [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Revenue share, rate	25.00%
A&I Machine Learning Program - Elisee [Member]
Finite-Lived Intangible Assets [Line Items]
Proceeds from Sale of Intangible Assets	$ 1,500,000
A&I Machine Learning Program - Elisee [Member] \| 2023 [Member]
Finite-Lived Intangible Assets [Line Items]
Proceeds from Sale of Intangible Assets	$ 2,500,000

NuGene (PK) (USOTC:NUGN)
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