Form 8-K/A - Current report: [Amend]

Share Name	Share Symbol	Market	Type
Lever Global Corporation (QB)	USOTC:LVER	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.75	0.3129	2.50				0.00	00:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: July 15, 2024

(Date of earliest event reported)

AI Unlimited Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56573

88-1455444

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

LEVEL 11, 9255 W. Sunset Blvd.

West Hollywood, CA 90069

(Address of principal executive offices, including zip code)

(800) 309-5983

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since the last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common, par value $0.0001		LVER		OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by AI Unlimited Group, Inc. (the “Company”) on July 15, 2024 (the “Original Report”) in which the Company reported, among other events, the consummation of the previously-announced acquisitions (the “Acquisitions”) wherein Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”), Resolve Debt, LLC, a Wyoming limited liability company (“Resolve Debt”) and Travl LLC, a Delaware limited liability company (“Travl”, together with Nest Egg and Resolve Debt, the “Subsidiaries”), became the wholly-owned subsidiaries of the Company.

This Amendment No. 1 hereby amends the subsections of Item 2.01 identified below and Item 9.01 in the Original Report to include (i) Nest Egg’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.1 to this Current Report on Form 8-K/A; (ii) Resolve Debt’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A; (iii) Travl’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.3 to this Current Report on Form 8-K/A; (iv) the Company’s unaudited pro forma condensed combined financial information as of June 30, 2024, which is filed as Exhibit 99.4 to this Current Report on Form 8-K/A; and (v) the written consent of Boladale Lawal & Co, the Subsidiaries’ independent registered public accounting firm, which is filed as Exhibit 23.1 to this Current Report on Form 8-K/A.

The text of the Original Report is hereby incorporated by reference. This Amendment No. 1 solely amends the subsections of Item 2.01 and 9.01 as identified below, and Item 2.01 and 9.01 of the Original Report otherwise remain unchanged. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Capitalized terms not otherwise defined herein shall have their respective meanings ascribed to them in the Original Report.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported by the Company in its Original Report, the Company consummated the Acquisition of the Subsidiaries on July 10, 2024. The purpose of this Current Report on Form 8-K/A is to file the required financial information related to the Acquisition.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit Number		Description
23.1		Consent of Boladale Lawal & Co
99.1		Audited Financial Statement of Nest Egg for the years ended December 31, 2023 and 2022
99.2		Audited Financial Statement of Resolve Debt for the years ended December 31, 2023 and 2022
99.3		Audited Financial Statement of Travl for the years ended December 31, 2023 and 2022
99.4		Unaudited pro-forma financial statements as of June 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AI Unlimited Group, Inc.

November 12, 2024	By:	/s/ Trent McKendrick
Date		Trent McKendrick
		Chief Executive Officer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders and Board of Directors of Resolve Debt, LLC, Nest Egg, LLC and Travl, LLC:

We hereby consent to the inclusion of our reports dated November 11, 2024, within the Form 8-K/A under the Securities Exchange Act of 1934, as amended, related to the financial statements of Resolve Debt, LLC, Nest Egg, LLC and Travl, LLC for the years ended December 31, 2023, and 2022. Each report includes an explanatory paragraph regarding substantial doubt about the respective company’s ability to continue as a going concern.

/S/ Boladale Lawal

BOLADALE LAWAL & CO

Chartered Accountants

PCAOB No:6993

Lagos, Nigeria

November 12, 2024

Exhibit 99.1

NEST EGG, LLC.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993)	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Changes in Members’ Deficit	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7 to F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the members and the board of directors of Nest Egg, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nest Egg, LLC (the “Company”) as of December 31, 2023, and 2022, and the related statement of operations, members’ (deficit), and cash flows for the year ended December 31, 2023, and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has accumulated deficit of $230,840. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated 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 audit. 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 audit 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. 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.

Our audit 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 audit 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 audit provides a reasonable basis for our 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. There are no critical audit matters to communicate.

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

F-2

NEST EGG, LLC.

BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”))

	As of December 31,
	2023			2022
	US$			US$
ASSETS
Current assets:
Cash and cash equivalent		35			-
Finance receivables		150,000			-
Due from related party		14,500			-
Total current assets		164,535			-

TOTAL ASSETS		164,535			-

LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Related party loan		340,000			-
Interest payables		48,625			-
Other liabilities		6,550			3,925
Total current liabilities		395,175			3,925

TOTAL LIABILITIES		395,175			3,925

Members’ deficit:
Ordinary share, US$0.001 par value, 2,000,000 shares authorized, 200,000 shares issued and outstanding as of December 31, 2023, and 2022		200			200
Accumulated losses		(230,840	)		(4,125	)
Total members’ deficit		(230,640	)		(3,925	)

TOTAL LIABILITIES AND MEMBERS’ DEFICIT		164,535			-

See accompanying notes to the audited financial statements.

F-3

NEST EGG, LLC.

STATEMENTS OF OPERATIONS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022
	US$			US$
Revenues, net
Portfolio Revenue		-			-
Subscription Revenue		-			-
Total revenues, net		-			-
Cost of revenue		-			-

Gross profit/ (loss)		-			-

General and administrative		182,215			-
Other expenses		44,500			4,125
Total operating expenses		226,715			4,125

Loss from operations		(226,715	)		(4,125	)

Other (expense) income:
Total other expenses, net		-			-

NET LOSS		(226,715	)		(4,125	)

See accompanying notes to the audited financial statements.

F-4

NEST EGG, LLC.

STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT

(Currency expressed in United States Dollars (“US$”))

	Ordinary shares				Additional					Total
	No. of shares		Amount		paid in Capital		Accumulated Deficit			Members’ (Deficit)

Balance as of January 1, 2022		-	$	-	$	-	$	-		$	-

Shares issued for Eyeon Investment		1,000,000		100		-		-			100
Shares issued for TJM Capital		1,000,000		100		-		-			100
Net loss for the year		-		-		-		(4,125	)		(4,125	)

Balance as of December 31, 2022		2,000,000		200		-		(4,125	)		(3,925	)

Net loss for the year		-		-		-		(226,715	)		(226,715	)

Balance as of December 31, 2023		2,000,000	$	200	$	-	$	(230,840	)	$	(230,640	)

See accompanying notes to the audited financial statements

F-5

NEST EGG, LLC.

STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022

Cash flows from operating activities:
Net loss	$	(226,715	)	$	(4,125	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation of plant and equipment		-			-

Change in operating assets and liabilities:
Current assets		(164,500	)		-
Current liabilities		391,250			3,925
Net cash (used in) provided by operating activities		35			(200	)

Cash flows from investing activities:
Gross capitalised software		-			-
Net cash used in investing activities		-			-

Cash flows from financing activities:
Related party loan		-			-
Additional paid in capital		-			-
Net cash provided by (used in) financing activities		-			-

Net change in cash and cash equivalent		-			-

BEGINNING OF YEAR		-			-

END OF YEAR	$	-		$	-

See accompanying notes to the financial statements.

F-6

NOTE 1 － BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Nest Egg, LLC (“the Company”) is a Wyoming limited liability company. is an AI powered, innovative travel planning, savings and bookings platform designed to streamline and enhance the travel planning experience. It is the first travel app to help users plan, book, and save for their trips using artificial intelligence (AI). The app caters to travelers seeking seamless booking and itinerary management, offering a comprehensive suite of features that include booking accommodations, flights, and activities, all in one user-friendly application. The platform also provides personalized recommendations based on user preferences and travel history.

NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.

●	Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

●	Use of Estimates and Assumptions

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates reflected in the Company’s financial statements include the useful lives of plant and equipment, impairment of long-lived assets, allowance for expected credit losses, revenue recognition, income tax provision, deferred taxes and uncertain tax position.

The inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high-interest rate environment and other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

●	Foreign Currency Translation and Transaction

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

●	Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

●	Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment losses were recognized for the years ended December 31, 2023 and 2022.

F-7

●	Revenue Recognition

The Company receives revenue from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

All of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the Company’s contracts do not contain variable consideration and contract modifications are minimal. The Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of sale rebates, refund and discounts.

●

Leases

The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

F-8

●	Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the years ended December 31, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

●	Related Parties

The Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material-related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

●	Commitments and Contingencies

The Company follows the ASC Topic 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

F-9

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

●	Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

●

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

●

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amounts due from related parties, deposit, prepayments and other receivables, accounts payable, accrued liabilities and other payables and amounts due to related parties approximate at their fair values because of the short-term nature of these financial instruments.

●	Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In December 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the potential impact of ASU 2023-01 on its financial statements.

F-10

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its financial statements.

In December 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guide. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of the adoption of ASU 2024-02 on its financial statements.

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the balance sheets, statements of operations and cash flows.

NOTE 3 － GOING CONCERN UNCERTAINITIES

The accompanying financial statements have been prepared using going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.

As of December 31, 2023, the Company suffered from recurring losses and has accumulated deficit $(230,840) The Company has funded its operations primarily through its stockholders. The continuation of the Company as a going concern is dependent upon improving the profitability and the continued financial support from its stockholders. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

NOTE 8 － 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 before the financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up to the date that the audited financial statements were available to be issued and determined there are no critical audit matter to disclosed.

F-11

Exhibit 99.2

RESOLVE DEBT LLC.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993)	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Changes in Members’ Equity	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7 to F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and the board of directors of Resolve Debt, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Resolve Debt, LLC (the “Company”) as of December 31, 2023, and 2022, and the related statement of operations, members’ equity, and cash flows for the year ended December 31, 2023, and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has accumulated deficit of $907,990. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Critical Audit Matters

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

F-2

RESOLVE DEBT LLC.

BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”))

	As of December 31,
	2023			2022
	US$			US$
ASSETS
Current assets:
Cash and cash equivalents	$	(940	)	$	25,747
Prepaid Assets		2,494			-
Total current assets		1,554			25,747

Non-current assets:
Computer Equipment		17,652			-
Software Development		460,997			273,424
Purchase debt		25,705			10,410

TOTAL ASSETS	$	505,908		$	309,581

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Finance payables	$	-		$	160
Loan from Members		125,000			-
Total current liabilities		125,000			160

TOTAL LIABILITIES		125,000			160

Commitments and contingencies		—			—

Members’ equity:
Ordinary share, US$0.0001 par value, 100,000,000 shares authorized, 6,200,000 shares issued and outstanding as of December 31, 2023, and 2022		620			620
Additional paid in capital		1,288,278			356,880
Accumulated losses		(907,990	)		(48,079	)
Total Members’ equity		380,908			309,421

TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	505,908		$	309,581

See accompanying notes to the audited financial statements.

F-3

RESOLVE DEBT LLC.

STATEMENTS OF OPERATIONS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022
	US$			US$
Revenues, net
Portfolio Revenue	$	7,614		$	-
Subscription Revenue		13,392			(1,200	)
Total revenues, net		21,007			(1,200	)
Cost of revenue		8,981			-

Gross profit/ (loss)		12,025			(1,200	)

Operating expenses:
Sales and marketing		195,372			-
Depreciation		2,474			-
Amortization		158,062			24,348
Software and web services		33,269			-
General and administration		447,331			16,371
Research and development		35,428			6,160
Total operating expenses		871,936			46,879

Loss from operations		(859,911	)		(48,079	)

Other (expense) income:
Total other expenses, net		-			-

NET LOSS	$	(859,911	)	$	(48,079	)

See accompanying notes to the audited financial statements.

F-4

RESOLVE DEBT LLC.

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

(Currency expressed in United States Dollars (“US$”))

	Ordinary shares				Additional					Total
	No. of				paid in		Accumulated			Members’
	shares		Amount		Capital		Deficit			Equity

Balance as of January 1, 2022		6,200,000	$	620	$	356,880	$	-		$	357,500

Net loss for the year		-		-		-		(48,079	)		(48,079	)

Balance as of December 31, 2022		6,200,000		620		356,880		(48,079	)		309,421

Net loss for the year		-		-		-		(859,911	)		(859,911	)
Additional paid in capital		-		-		931,398		-			931,398

Balance as of December 31, 2023		6,200,000	$	620	$	1,288,278	$	(834,871	)	$	380,908

See accompanying notes to the audited financial statements

F-5

RESOLVE DEBT LLC.

STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022

Cash flows from operating activities:
Net loss	$	(859,911	)	$	(48,079	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation of plant and equipment		160,536			24,348

Change in operating assets and liabilities:
Current assets		(2,495	)		-
Current liabilities		-			-
Net cash (used in) provided by operating activities		(701,870	)		(23,731	)

Cash flows from investing activities:
Purchase debt		(15,295	)		(10,410	)
Purchase of tangible assets		(20,126	)		-
Gross capitalised software		(345,634	)		(297,772	)
Net cash used in investing activities		(381,055	)		(308,182	)

Cash flows from financing activities:
Additional paid in capital		931,398			356,880
Finance payable		(160	)		160
Loan from shareholder		125,000			620
Net cash provided by (used in) financing activities		1,056,238			357,660

Net change in cash and cash equivalent		(26,687	)		-

BEGINNING OF YEAR		25,747			25,747

END OF YEAR	$	(940	)	$	25,747

See accompanying notes to the financial statements.

F-6

NOTE 1 － BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Resolve Debt, LLC (“the Company”) is a Wyoming limited liability company. Lever Global Corporation acquired 100% membership interest in Resolve Debt in exchange for 65,000,000 shares of Company’s common stock.

Resolve Debt is an AI first provider of advanced debt collection technology and accounts receivable automation solutions. The company leverages AI to enhance the efficiency and effectiveness of debt recovery processes. Resolve Debt caters to financial institutions and businesses seeking to streamline their collections operations and improve scalable actions with customer experience first, through its AI-agents and AI-powered customer facing intelligent automation.

NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.

●	Basis of Presentation

●	Use of Estimates and Assumptions

●	Foreign Currency Translation and Transaction

●	Cash and Cash Equivalents

F-7

●	Plant and Equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Expected useful life
Leasehold improvements		Over the shorter of 3 years or lease term

Computer and office equipment		4 years

Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

●	Impairment of Long-Lived Assets

●	Revenue Recognition

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

F-8

Currently, the Company generates its revenues in the following streams:

Portfolio Revenue

Which majorly consists of Stripe charges which allows platform owners to charge a fee on top of payment transactions made by their connected accounts.

Subscription Revenue

1. Revenue recognized by amount received from customers for their monthly/yearly app subscription.

●	Cost of Revenues

This majorly consists of Usage based Licensing Cost paid to TWILIO.COM & Merchant fees.

●

Leases

●	Income Taxes

F-9

●	Related Parties

The Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

●	Commitments and Contingencies

F-10

●	Fair Value Measurement

●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

●

●	Recently Issued Accounting Pronouncements

F-11

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the balance sheets, statements of operations and cash flows.

NOTE 3 － GOING CONCERN UNCERTAINITIES

As of December 31, 2023, the Company suffered from recurring losses and has accumulated deficit $(907,990) The Company has funded its operations primarily through its stockholders. The continuation of the Company as a going concern is dependent upon improving the profitability and the continued financial support from its stockholders. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

NOTE 5 － INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:

	As of December 31,
	2023			2022
As cost:
		643,407			297,772
		643,407			297,772
Less: accumulated amortization		(182,410	)		(24,348	)
Intangible assets, net	$	460,997		$	273,424

NOTE 8 － SUBSEQUENT EVENTS

On July 10, 2024, Lever Global Corporation entered into an exchange agreement with Resolve Debt, LLC.

F-12

Exhibit 99.3

TRAVL, LLC.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993)	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Changes in Members’ Equity	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7 to F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and the board of directors of Travl, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Travl, LLC (the “Company”) as of December 31, 2023, and 2022, and the related statement of operations, members’ equity, and cash flows for the year ended December 31, 2023, and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has accumulated deficit of $50,800.These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Critical Audit Matters

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

F-2

TRAVL, LLC.

BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”))

	As of December 31,
	2023			2022
	US$			US$
ASSETS
Current assets:
Other Receivables		250,000			250,000
Total current assets		250,000			250,000

Non-current assets:
Intangible Assets		95,779			15,520
TOTAL ASSETS		345,779			265,520

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Due to Related party		146,579			17,460
Total current liabilities		146,579			17,460

TOTAL LIABILITIES		146,579			17,460

Commitments and contingencies		—			—

Members’ equity:
Ordinary share, US$0.001 par value, 100,000,000 shares authorized, 250,000,000 shares issued and outstanding as of December 31, 2023, and 2022		250,000			250,000
Accumulated losses		(50,800	)		(1,940	)
Total Members’ equity		199,200			248,060

TOTAL LIABILITIES AND MEMBERS’ EQUITY		345,779			265,520

See accompanying notes to the audited financial statements.

F-3

TRAVL, LLC.

STATEMENTS OF OPERATIONS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022
	US$			US$
Revenues, net
Total revenues, net		-			-
Cost of revenue		-			-

Gross profit/ (loss)		-			-

Amortization		48,860			1,940
Total operating expenses		48,860			1,940

Loss from operations		(48,860	)		(1,940	)

Other (expense) income:
Total other expenses, net		-			-

NET LOSS		(48,860	)		(1,940	)

See accompanying notes to the audited financial statements.

F-4

TRAVL, LLC.

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

(Currency expressed in United States Dollars (“US$”))

	Ordinary shares				Additional					Total
	No. of shares		Amount		paid in Capital		Accumulated Deficit			Members’ Equity

Balance as of January 1, 2022		-	$	-	$	-	$	-		$	-

Share capital		250,000,000		250,000		-		-			250,000
Net loss for the year		-		-		-		(1,940	)		(1,940	)

Balance as of December 31, 2022		250,000,000		250,000		-		(1,940	)		248,060

Net loss for the year		-		-		-		(48,860	)		(48,860	)

Balance as of December 31, 2023		250,000,000	$	250,000	$	-	$	(50,800	)	$	199,200

See accompanying notes to the audited financial statements

F-5

TRAVL, LLC LLC.

STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022

Cash flows from operating activities:
Net loss	$	(48,860	)	$	(1,940	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation of plant and equipment		48,860			1,940

Change in operating assets and liabilities:
Current assets		-			-
Current liabilities		129,119			17,460
Net cash (used in) provided by operating activities		129,119			17,460

Cash flows from investing activities:
Gross capitalised software		(129,119	)		(17,460	)
Net cash used in investing activities		(129,119	)		(17,460	)

Cash flows from financing activities:
Related party loan		-			-
Additional paid in capital		-			-
Net cash provided by (used in) financing activities		-			-

Net change in cash and cash equivalent		-			-

BEGINNING OF YEAR		-			-

END OF YEAR	$	-		$	-

See accompanying notes to the financial statements.

F-6

NOTE 1 － BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Travl, LLC (“the Company”) is a Wyoming limited liability company. is an AI powered, innovative travel planning, savings and bookings platform designed to streamline and enhance the travel planning experience. It is the first travel app to help users plan, book, and save for their trips using artificial intelligence (AI). The app caters to travelers seeking seamless booking and itinerary management, offering a comprehensive suite of features that include booking accommodations, flights, and activities, all in one user-friendly application. The platform also provides personalized recommendations based on user preferences and travel history.

NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.

●	Basis of Presentation

●	Use of Estimates and Assumptions

●	Foreign Currency Translation and Transaction

●	Cash and Cash Equivalents

●	Plant and Equipment

	Expected useful life
Intangible Assets	Over the shorter of 3 years or lease term

F-7

●	Impairment of Long-Lived Assets

●	Revenue Recognition

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Currently, the Company generates its revenues in the following streams:

Portfolio Revenue

Which majorly consists of Stripe charges which allows platform owners to charge a fee on top of payment transactions made by their connected accounts.

F-8

Subscription Revenue

Revenue recognized by amount received from customers for their monthly/yearly app subscription.

●	Cost of Revenues

This majorly consists of Usage based Licensing Cost paid to TWILIO.COM & Merchant fees.

●

Leases

●	Income Taxes

F-9

●	Related Parties

The Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

●	Commitments and Contingencies

●	Fair Value Measurement

●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

F-10

●	Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

●	Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

●	Recently Issued Accounting Pronouncements

F-11

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the balance sheets, statements of operations and cash flows.

NOTE 3 － GOING CONCERN UNCERTAINITIES

As of December 31, 2023, the Company suffered from recurring losses and has accumulated deficit $(50,800) The Company has funded its operations primarily through its stockholders. The continuation of the Company as a going concern is dependent upon improving the profitability and the continued financial support from its stockholders. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

NOTE 4 － INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:

	As of December 31,
	2023			2022
As cost:
Software	$	146,579		$	17,460

		146,579			17,460
Less: accumulated amortization		(50,800	)		(1,940	)
Intangible assets, net	$	95,779		$	15,520

NOTE 8 － SUBSEQUENT EVENTS

On July 10, 2024, Lever Global Corporation entered into an exchange agreement with Resolve Debt, LLC.

F-12

Exhibit 99.4

AI UNLIMITED GROUP, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On July 10, 2024, AI Unlimited Group, Inc. (the “Company”) entered into an exchange agreement (the “Nest Egg Agreement”) with Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”). Pursuant to the Nest Egg Agreement, the Company acquired 100% membership interest in Nest Egg in exchange for 110,000,000 shares of Company’s common stock. On July 10, 2024, the Company entered into an exchange agreement (the “Resolve Debt Agreement”) with Resolve Debt, LLC, a Wyoming limited liability company (“Resolve Debt”). Pursuant to the Resolve Debt Agreement, the Company acquired 100% membership interest in Resolve Debt in exchange for 65,000,000 shares of Company’s common stock. On July 10, 2024, the Company entered into an exchange agreement (the “Travl Agreement”, together with Nest Egg Agreement and Resolve Debt Agreement, the “Agreements” and the “Acquisition”) with Travl LLC, a Delaware limited liability company (“Travl”). Pursuant to the Travl Agreement, the Company acquired 100% membership interest in Travl in exchange for 45,000,000 shares of the Company’s common stock.

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated pro forma effect of the Acquisition.

The unaudited pro forma condensed combined financial information presented has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the Securities and Exchange Commission’s final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The unaudited proforma condensed combined balance sheet as of June 30, 2024, together with the unaudited condensed combined statements of operations for the year ended June 30, 2024 presented herein gives effect to the Acquisition as if the transaction had occurred at the beginning of such period and includes certain adjustments that are directly attributable to the transaction which are expected to have a continuing impact on the Company, and are factually supportable, as summarized in the accompanying notes and assumptions.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes below.

The unaudited pro forma condensed combined financial information and accompanying notes are based on, and should be read in conjunction with, (i) the historical audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are based on currently available information and assumptions that we believe are reasonable under the circumstances. They do not purport to represent what our actual consolidated results of operations or the consolidated financial position would have been had the Acquisition been completed on the dates indicated, or on any other date, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position as a result of the Acquisition. Our actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the unaudited pro forma condensed combined financial statements.

AI UNLIMITED GROUP, INC.

UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2023

(Stated in US Dollars)

	Lever Global Corporation			Resolve Debt LLC			Travl LLC			Nest Egg LLC			Proforma Adjustments			Proforma Combined
Assets
Current assets:
Cash and cash equivalents	$	173,220			(991	)		-			1,774			-			174,003
Other Receivables		-			-			250,000						(161,722	)(a)		88,278
Financial Receivables		-			-			-			150,000			-			150,000
Due From Shareholders		-			-			-			66,541			(66,541	)(b)		-
Prepaid Assets		-			2,494			-			-			-			2,494
Other Assets					-			-									-
Total current assets		173,220			1,503			250,000			218,315			(228,263	)		414,775

Tangible Assets		386,000			14,298			83,969			-			-			484,267
Intangible Assets		824,916			357,371			-			-			-			1,182,287
Purchased Debt		-			25,705			-			-			-			25,705
Total assets	$	1,384,136			398,877			333,969			218,315			(228,263	)		2,107,033
Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Convertible Notes																	-
Account Payables		298,431			-			-			-			(66,541	)(b)		231,890
Related Party Loans		818,307						161,722			440,000			(161,722	)(a)		1,258,307
Interest Payables		9,181			-			-			75,750			-			84,931
Loan from Shareholders		-			125,000			-			-			-			125,000
Total current liabilities		1,125,919			125,000			161,722			515,750			(228,263	)		1,700,128

Stockholders’ Equity (Deficit):
Preferred stock, par value $0.0001, 50,000,000 shares authorized, 5,000,000 issued and outstanding, as of June,30 2024		500			-			-			-			-			500
Common stock, par value $0.0001, 500,000,000 shares authorized; 67,650,000 shares issued and outstanding, as of June 30, 2024		6,765			-			-			-			22,000			28,765
Additional paid in capital		5,890,441			1,328,311			250,000			200			(22,000	)		7,447,952
Accumulated deficit		(5,639,490	)		(1,054,434	)		(77,753	)		(297,635	)		-			(7,069,312	)
Total stockholders’ equity (deficit)		258,217			273,877			172,247			(297,435	)		-			406,905
Total liabilities and stockholders’ equity (deficit)		1,384,136			398,877			333,969			218,315			(228,263	)		2,107,034

AI UNLIMITED GROUP, INC.
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2023

(Stated in US Dollars)

	Lever Global Corporation			Resolve Debt LLC			Travl LLC			Nest Egg LLC			Proforma Adjustments		Proforma Combined
Revenues:
Portfolio revenue		-			-			-			-			-		-
Subscription revenue		-			101			-			-			-		101
Total revenues		-			101			-			-			-		101
Cost Of Sales:
Cost Of Sales		339,663			53			-			-			-		339,716
Operating expenses:
Sales & Marketing		7,186			-						-			-		7,186
Depreciation					3,354											3,354
Amortisation		-			107,950			26,954			-			-		134,904
Software & Web Services		-			2,168			-			-			-		2,168
General and administration		378,262			33,020			-			39,670					450,952
Research and development		-			-			-			-			-		-
Other Expenses											27,125					27,125
Total operating expenses		385,449			146,492			26,954			66,795			-		625,689
Other income (expense):
Interest expense		(6,358	)		-			-			-			-		(6,358	)
Other income (expense)		-			-			-			-			-		-
Total other expense		(6,358	)		-			-			-			-		(6,358	)
Operating income (loss)		(731,469	)		(146,444	)		(26,954	)		(66,795	)		-		(971,662	)
Income (loss) before provision for income taxes		(731,469	)		(146,444	)		(26,954	)		(66,795	)		-		(971,662	)
Net income (loss)		(731,469	)		(146,444	)		(26,954	)		(66,795	)		-		(971,662	)

Notes to Pro Forma Condensed Financial Statements

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method.

The unaudited proforma condensed combined balance sheet as of December 31, 2023, together with the unaudited condensed combined statements of operations for the year ended December 31, 2023 presented herein gives effect to the Acquisition as if the transaction had occurred at the beginning of such period and includes certain adjustments that are directly attributable to the transaction which are expected to have a continuing impact on the Company, and are factually supportable, as summarized in the accompanying notes and assumptions.

The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company.

These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of the Company would have been had the Merger been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

Note 2. Accounting Policies

The unaudited pro forma condensed combined financial statements may not reflect all reclassifications necessary. As a result, we may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

Note 3. Preliminary Purchase Consideration and Purchase Price Allocation

Under the purchase method of accounting, the identifiable assets acquired and liabilities assumed are recorded at the fair values. Such valuation methodologies and estimates are subject to change, possibly materially, as additional information becomes available and as additional analyses are performed.

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Merger and has been prepared for informational purposes only and are not intended to indicate the results of future operations or the financial position of either company.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are directly attributable to the Merger, factually supportable, and with respect to the statements of operations, expected to have a continuing impact on the results of the Company.

The following items are presented as reclassifications in the unaudited pro forma condensed combined financial statements:

1.	Adjustment include netting off Aspire Company balance in assets and liability side.

2.	Adjustment include netting off Trent McKendrick balance in assets and liability side.

3.	Adjustment to account for the 100% membership interest in Nest Egg in exchange for 110,000,000 shares of Company’s common stock.

4.	Adjustment to account for the 100% membership interest in Resolve Debt in exchange for 65,000,000 shares of Company’s common stock

5.	Adjustment to account for the 100% membership interest in Travl in exchange for 45,000,000 shares of the Company’s common stock

Cover	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by AI Unlimited Group, Inc. (the “Company”) on July 15, 2024 (the “Original Report”) in which the Company reported, among other events, the consummation of the previously-announced acquisitions (the “Acquisitions”) wherein Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”), Resolve Debt, LLC, a Wyoming limited liability company (“Resolve Debt”) and Travl LLC, a Delaware limited liability company (“Travl”, together with Nest Egg and Resolve Debt, the “Subsidiaries”), became the wholly-owned subsidiaries of the Company.This Amendment No. 1 hereby amends the subsections of Item 2.01 identified below and Item 9.01 in the Original Report to include (i) Nest Egg’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.1 to this Current Report on Form 8-K/A; (ii) Resolve Debt’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A; (iii) Travl’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.3 to this Current Report on Form 8-K/A; (iv) the Company’s unaudited pro forma condensed combined financial information as of June 30, 2024, which is filed as Exhibit 99.4 to this Current Report on Form 8-K/A; and (v) the written consent of Boladale Lawal & Co, the Subsidiaries’ independent registered public accounting firm, which is filed as Exhibit 23.1 to this Current Report on Form 8-K/A.The text of the Original Report is hereby incorporated by reference. This Amendment No. 1 solely amends the subsections of Item 2.01 and 9.01 as identified below, and Item 2.01 and 9.01 of the Original Report otherwise remain unchanged. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Capitalized terms not otherwise defined herein shall have their respective meanings ascribed to them in the Original Report.
Document Period End Date	Jul. 15, 2024
Entity File Number	000-56573
Entity Registrant Name	AI Unlimited Group, Inc.
Entity Central Index Key	0001932244
Entity Tax Identification Number	88-1455444
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	LEVEL 11
Entity Address, Address Line Two	9255 W. Sunset Blvd.
Entity Address, City or Town	West Hollywood
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90069
City Area Code	(800)
Local Phone Number	309-5983
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common, par value $0.0001
Trading Symbol	LVER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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LVER Lever Global Corporation (QB)