Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A-3

 

(Mark One)

 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2022

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission file number: 000-56457

 

LIVENTO GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		46-3999052
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
17 State Street New York, New York		10004
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None.

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of principal U.S. market on which traded
Common stock, par value $0.0001		NUGN		OTCPINK

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large-accelerated filer	☐		Accelerated filer	☐
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 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was $14,301,080 as of the last business day of the fiscal quarter ended December 31, 2022, based on the closing price $0.0630per share for the common stock on such date as traded on the OTCPINK.

 

As of December 31, 2022, the registrant had 227,001,268 shares of its common stock, par value $0.0001 per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	9
Item 1B.	Unresolved Staff Comments.	9
Item 2.	Properties.	9
Item 3.	Legal Proceedings.	10
Item 4.	Mine Safety Disclosures.	10
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	10
Item 6.	Selected Financial Data.	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 8.	Financial Statements and Supplementary Data.	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	21
Item 9A.	Controls and Procedures.	21
Item 9B.	Other Information.	24
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	24
Item 11.	Executive Compensation.	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	27
Item 14.	Principal Accounting Fees and Services.	28
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	29
SIGNATURES		31

 

2

 

 

FORWARD-LOOKING STATEMENTS

 

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors” section. Although management believes that the assumptions underlying the forward-looking statements included in this report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this report will transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

 

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PART I

 

Item 1. Business.

 

Prior Operations

 

ORGANIZATIONAL HISTORY

 

We were incorporated in the State of Nevada on October 30, 2013, under the name “Bling Marketing, Inc.”. Until December 29, 2014, we were a wholesaler of jewelry, principally earrings, rings, and pendants (“BMI Business”). We recognized a minimal amount of sales from operations before the three months ending June 30, 2014, and were accordingly classified as a shell company. During the three-month ended June 30, 2014, we began working with several distributors to sell our jewelry products to retail outlets and, as a result, recognized sales revenue of $22,025 during the said period. On September 11, 2014, we filed a Current Report on Form 8-K indicating that we were no longer a shell company as defined by Rule12b-2 of the Exchange Act in light of our operations through the quarter that ended June 30, 2014.

 

On December 26, 2014, we entered into an Agreement and Plan of Merger (“Nugene Merger Agreement”) with NuGene Inc., a California corporation (“NuGene”). On December 29, 2014 (the “Closing Date”), we filed a certificate of merger in the State of California whereby our subsidiary, NG Acquisition Inc. (“Acquisition Sub”), merged with NuGene. As a result, NuGene, the surviving entity, became our wholly owned subsidiary. The transaction under the Nugene Merger Agreement was deemed to be a reverse merger, whereby the Company (the legal acquirer) is considered the accounting acquiree and NuGene is considered the accounting acquirer, and NuGene (the legal acquiree) is considered the accounting acquirer. The assets, liabilities, and operations of the acquired entity, NuGene, were brought forward at their book value, and no goodwill was recognized.

 

In connection with the NuGene Merger Agreement, we entered into a Business Transfer and Indemnity Agreement dated December 29, 2014 (the “Indemnity Agreement”) with our former Chief Executive Officer and Director, Dena Kurland providing for:

 

	1.	The transfer of our jewelry business operations existing on the date of the Indemnity Agreement (the “BMI Business”);
	2.	The assumption by Ms. Kurland of all liabilities of our Company and the indemnification by Ms. Kurland holding our Company harmless for any and all liabilities arising at or before the date of the Indemnity Agreement;
	3.	The payment by NuGene to Ms. Kurland of $350,000 in cash; and
	4.	The surrender by Ms. Kurland of 15,000,000 shares (before giving effect to the Stock Split discussed below) (the “Indemnity Shares”) of our Company’s common stock representing 95% of the then outstanding common stock (all of which shares have been deemed cancelled by the Company).

 

Pursuant to the terms of the Nugene Merger Agreement, 26,052,760 shares of Company common stock and 1,917,720 Company a newly designated Series A Preferred Stock were issued to the former NuGene shareholders. The Series A Preferred Stock was: (i) initially convertible into common stock at a ratio of one to one, (ii) as long as there were a minimum of 900,000 shares of Series A Preferred Stock outstanding, the holders of the Series A Preferred Stock had the right to elect a majority of the board of directors and (iii) the holders of the Series A Preferred Stock, generally voting as a class with the holders of common stock, had for each share of Series A Preferred Stock three times the number of votes permitted to each share of common stock.

 

On December 26, 2014, our board of directors approved a 15.04 to one stock split (“Stock Split”) in the form of a stock dividend to holders of our common stock as of that date. To affect that board action, each recipient of the stock dividend would receive 14.04 additional shares of common stock for every share of common stock held.

 

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On December 29, 2014, we completed the sale of 2,000,000 shares of our common stock to 18 purchasers (“Stock Placement”) for proceeds totaling $2,000,000, including (a) $1,625,000 of cash and (b) automatic conversion of promissory notes in the principal amount of $375,000.

 

NuGene was incorporated in California in December 2006 and formed and funded by our founders, Ali Kharazmi and Mohammed Kharazmi, M.D. The initial focus of NuGene was to develop and market customized skin care products. As part of that focus, NuGene sought to leverage the working relationships developed by our founders with the plastic surgery community. NuGene directed significant time and resources on developing anti-aging and scar treatment/reduction products.

 

In 2007 Nugene continued to focus on “age-defying” products utilizing peptide complexes (see further description below) and nano-encapsulation for absorption into the skin (see additional description below). We introduced a limited product line under the NuGene name and co-branded the products with an affiliated entity, Genetic Institute of Anti-Aging, Inc. (“GIAA”), which the Kharazmi owned. We utilized the services of a Korean-based contract manufacturer to supply our products. This product line (the “GIAA Line”) was based on peptides and did not utilize stem cells. We had very modest sales in 2007, with our sole customer GIAA, a related party.

 

In 2008 we stopped production of the GIAA Line, and sales were limited to selling the remaining inventory through medical offices and GIAA. With the GIAA Line discontinued, we spent the remainder of 2008 considering different formulations and methodologies for improved anti-aging products.

 

In 2009 and 2010, we had limited activity and minimal sales. Our sales were mainly overseas and limited to the remaining inventory of the GIAA Line. We continued to explore how we might advance our formulations and methodologies. We expended funds on research and development, carried out mainly by scientists engaged by the Company.

 

In 2011 our founders decided to use adult adipose human stem cells (undifferentiated cells found throughout the body that multiply by cell division to replenish dying cells and regenerate tissues) as the foundation of the formulation for its products. In 2011 the Company developed a proprietary process to extract human adult stem cells from fat cells that the Company then used in its customized NuGene line explicitly made for those client(s). Throughout 2011 we continued to provide autologous, or mature, fat-derived stem cells for use in clinical procedures utilizing this technology. Through this process, the Company refined its ability to culture adult human stem cells to render human-conditioned stem cell media at a proprietary concentration, a primary ingredient in the NuGene line of cosmeceuticals. The Company believes that this proprietary concentration, combined with our unique formulations, will provide NuGene with a significant competitive advantage.

 

In 2012 we completed our initial line of cosmeceutical products based on these adipose-derived stem cells. We branded this advanced skincare line solely under the NuGene name (the “NuGene Line”). We eliminated the unpleasant odor associated with stem cells by adding a fragrance with a very low incidence of allergic reaction. The packaging of this new product line bears no resemblance to the prior GIAA Line. We also manufactured the NuGene Line ourselves at a small laboratory facility that we leased from an affiliated entity owned by one of our founders.

 

Throughout 2013 we continued to expand the product offerings of the NuGene Line. The Company focused its stem cell work on surgical and orthopedic regeneration. These services were delivered to one client, which was an affiliated entity. Sales of the NuGene Line were limited as we were in an initial rollout and branding phase.

 

During 2014, we focused our efforts on transitioning to a cosmeceutical skincare business for mass distribution. With this transition and expanded attention to our consumer products, we sought to develop our marketing plan and distribution channels. By the end of 2014, we had wholesalers distributing products from the NuGene Line to medical offices and medical spas throughout the United States. December 31, 2014, we had about 50 locations selling our products. In addition to the NuGene Line, we generated revenues from an affiliate, Advanced Surgical Partners (“ASP”), which is also owned by our CEO and Chairman of the Board, Messrs. Ali and Mohammed Kharazmi, respectively. Revenues generated from ASP resulted from NuGene providing Plasma Rich Platelet and Stem Cell injections for orthopedic and plastic surgery procedures to ASP. We provided these products and services to ASP as we transitioned into commercializing our cosmeceutical product lines. We expect further to minimize these product sales and services to ASP in early 2015.

 

5

 

 

Our target customers primarily consisted of middle-aged men and women concerned with their aging skin and hair loss. Although our distributors were primarily west of the Mississippi River, our products were sold throughout the United States.

 

By 2017, our cosmeceutical skincare business had been discontinued as we could not obtain financing for operations on reasonable terms and became inactive. Our corporate charter was revoked in Nevada.

 

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, 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.

 

Livento Group operations started in 2017 as the internal team spearheaded the development of financial management software based on artificial intelligence for investment entities. This software currently provides several clients with data processing and analytical services in the investment management sector. Management believes that this segment of our operations will provide meaningful revenue, but we can give no assurance that this will happen. The product is best described as an automated system that can analyze large quantities of data, focusing on selected parameters and predicting short-term future behavior within a specific portfolio of selected assets. The software chooses assets with the highest potential based on a set of specifications and properties, predicting short-term future behavior within a particular portfolio.

 

In 2020 the Company acquired land for a residential real estate development project, amounting to 4 million USD, with a completion target of late 2022. The property is being developed into 16 residential condominiums in a suburb of Prague in the Czech Republic, and all of the condominium units have signed purchase agreements totaling 12 million. The development cost was approximately 3 million USD. Accordingly, the gross profits from this project (not counting carrying costs) will be about 5 million USD. The Company had one more real estate project in the planning phase but planned to sell it and not develop the property further. The Company invested in a residential project total amount of around 825,000 USD and is currently looking for a buyer. We have had discussions with three potential buyers and expect to finalize a contract of sale by the end of 2022 but can give no assurances that this will occur or that any sale of this project will prove profitable. We do not have any further plans to engage in additional real estate development projects.

 

Present Operations

 

The Company formed BOXO Productions, Inc., a Delaware corporation (“BOXO”), on June 17, 2022 as a wholly owned subsidiary. BOXO previously operated as a division of Livento that operated since 2020, where we meet with top film and movie producers. BOXO’s business model is strongly oriented toward the growing demand for content to fill cinemas after COVID19 and the expansion of online content distributors. BOXO Productions will hold all assets related to Company’s business in movies in the future and currently doesn’t employ any personnel. In most of its projects, BOXO is not primarily dependent on the movie’s success, as a distributor pays it before the film is finalized and receives a share of the revenue from cinemas’ box office and home sales. BOXO plans to produce up to 6 movies and 12 television productions during 2022. BOXO also intends to participate in other films based on management’s assessment of their potential success in cinemas already in the post-production phase. BOXO will focus on negotiating distribution agreements that provide for its sharing in the box office sales of these movies. Scripts are chosen by BOXO’s production team, which regularly receives offers from authors commonly involved in the film industry. BOXO may acquire movie or television rights in various stages of development. Less frequently, BOXO receives offers for participating in a project’s post-production phase. BOXO finances movies via internal resources, loans, and investors depending on the project’s state of development and the Company’s cash position.

 

6

 

 

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 Q1 or Q2 of 2023 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.

 

The Company does not plan to continue in its real estate activities, is finalizing its current projects, and will not pursue new opportunities in this segment. The last remaining project, Thunder, was a proposed 52-unit condominium apartment building in Prague. We had an option to purchase the parcel for the construction of the project but allowed the option to lapse. The parcel remains available and the project now which consists of budget, architectural drawings, and project plans. We will endeavor to sell the project hopefully during 2023 but can give no assurance that we will be successful in those efforts. Any buyer needs to secure the land and hire construction company to build the project. Any proceeds from the sale of this project will be added to our general working capital.

 

Trends in the Our Markets

 

Management believes that the entertainment industry is experiencing structural changes. COVID19 changed the movie distribution business and offered new business models and potential growth to participants who provide apps and streaming content directly to consumers through the Internet. Based on management’s analysis of recent market statistics and trends, we believe these models have become dominant trends in this market segment.

 

Management also believes that these trends will continue and that there is a large market for BOXO’s films and television productions. The movie production market has expanded significantly in the last two years and is likely to continue growing significantly in the coming years. Management has observed that online streaming platforms continually require new content, and an increased number of connected devices will likely result in more customers using these services. In the next few years, many developed and emerging nations will add new customers to the network.

 

7

 

 

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.

 

Elisee, our software product, uses algorithms that read market data and neurological network abilities to determine the best path forward and make ongoing corrections over time. The main idea is based on reducing risk by investing in several assets. Investors should approach assets individually and carefully assemble them into their portfolios. When creating an optimal portfolio, Elisee constantly measures two factors. The first factor is a parameter expressing potential profitability, and the second parameter represents risk. It is necessary to consider the riskiness of the individual assets in the portfolio, their mutual covariance, or their mutual correlation to calculate the risk of the entire portfolio. Covariance expresses the extent to which two investment instruments move in the same direction at a specific time.

 

Our competitors are other A.I. database and algorithm programming companies delivering services to clients like banks and asset managers. Elisee is diversification tool.

 

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:

 

	●	Elisee was developed and tested over four years.
	●	Elisee has had a successful and profitable track record for three years.
	●	Elisee can process 1 TB of data in 1 hour.
	●	Elisee uses neurological network algorithms to determine and analyze large data portions.

 

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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.

 

Employees

 

We currently have eleven employees and consultants. Three of our employees are specialized in Elisee development, three are engaged in Financial Management, and two are involved in administrative positions. The remaining employees are engaged in various management positions. We anticipate hiring additional employees or consultants over the next three months to support the growth of BOXO. None of our employees are covered by a collective bargaining agreement.

 

Competition

 

BOXO competes with other production companies focused on movies and online streaming platforms. Our main market advantage is direct contact via the producer team to top Hollywood icons, including well-known producers, directors, actors, and distribution companies that pay BOXO before the film is finalized.

 

The competition to our software is other software products performing similar functions. We differentiate ourselves in specializing and providing a proven track record in several specific market segments, where we can offer predictive behavior of assets with and without our decision-making process.

 

In all aspects of our business, we face competition from companies with more significant resources than we have, but we have gradually and consistently grown despite this.

 

We currently occupy space within serviced office suites in New York City and Prague in the Czech Republic. Since our employees and consultants work virtually, we believe this arrangement is adequate for us and allows us to operate at a very low cost. In the future, if we require more office space, we will acquire appropriate quarters within which to operate.

 

Item 1A. Risk Factors.

 

Not applicable because we are a smaller reporting company.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable because we are a smaller reporting company.

 

Item 2. Properties.

 

We currently occupy space within serviced office suites in New York City and Prague in the Czech Republic. Since our employees and consultants work virtually, we believe this arrangement is adequate for us and allows us to operate at a very low cost. In the future, if we require more office space, we will acquire appropriate quarters within which to operate.

 

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Item 3. Legal Proceedings.

 

There is no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Our Common Stock is included on the Pink Sheets under the Symbol NUGN and is currently quoted at $0.065 with active trading. There are approximately 69 holders of record of our common stock. Other holders have their stock deposited at brokers and their shares are in street name.

 

We have not paid any cash dividends to date, but should the company’s needs allow it, the Board of Directors intends to declare dividends from future earnings.

 

We have not authorized the issuance of securities under retirement, pension, profit sharing, stock option, or other equity compensation plans.

 

The reported closing price was $0.057 on May 25, 2023  .

 

Period				High				Low
January 1, 2023	-	March 31, 2023			.107				.046
October 1, 2022	-	December 31, 2022			.120				.050
July 1, 2022	-	September 30, 2022			.198				.027
April 1, 2022	-	June 30, 2022			.200				.014
January 1, 2022	-	March 31, 2022			.065				.004
October 1, 2021	-	December 31, 2021			.048				.007
July 1, 2021	-	September 30, 2021			.045				.005
April 1, 2021	-	June 30, 2021			.023				.004
January 1, 2021	-	March 31, 2021			.018				.003
October 1, 2020	-	December 31, 2020			.008				.002
July 1, 2020	-	September 30, 2020			.019				.003
April 1, 2020	-	June 30, 2020			.037				.001
January 1, 2020	-	March 31, 2020			.003				.001

 

Dividends

 

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

 

Item 6. Selected Financial Data.

 

Not applicable because we are a smaller reporting company.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere in this 10-K. The financial statements contained elsewhere in this 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this 10-K.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

Overview

 

We primarily engage in developing BOXO projects development where our business model consists of financing new movies or engaging in a stage before starting distribution. BOXO is paid once the distributor company comes into the project; thus, Livento can turn around the investment equity quickly.

 

AI product has current revenues from our clients in the form of fees for our services, and we invest part of these back into the product’s continuous upgrade. We provide our clients with analytical services where we use our software to deliver them requested portfolio setting, and we charge an initial data analysis fee if the client uses the results of our software regularly; we charge fees based on the size of assets he has under management and type of additional services he requires. We divide our prices based on the number of data sets that need to be analyzed.

 

BOXO production revenues will be reflected further this year as the first projects enter a revenue stage. BOXO projects are currently in differing stages of production.

 

Our current real estate project is in a revenue production phase as apartments are becoming subject to purchase contracts and sell.

 

Recent Developments

 

In Q1 2022, while the Convid-19 pandemic appeared to be ending, management decided to acquire Livento. We believe this strategy has secured investors and attention for BOXO’s efforts.

 

New movies are lined up every two weeks, and our producer team chooses the one with the highest added value for shareholders regarding current cash flow and potential movie effects.

 

 

Our AI product continues in normal development, where our internal team is providing services to several investment houses for portfolio optimization.

 

During end of 2022 we finalized the sale of the first part of our real estate project for amount $2,1 million which sales will continue during Q1 2023.

 

Critical Accounting Policies

 

Critical accounting policies are defined as those that are reflective of significant judgments, estimates, and uncertainties and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:

 

11

 

 

Basis of Presentation and Principles of Consolidation

 

These consolidated financial statements and related notes are presented by accounting principles generally accepted in the United States and are expressed in US dollars.

 

The basis of accounting differs in certain material aspects from that used for preparing the books of the Subsidiaries, which are prepared by the accounting principles and relevant financial regulations applicable to limited liabilities enterprises established in their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of the Subsidiaries to present them in conformity with U.S. GAAP.

 

The consolidated financial statement comprises the financial statement of Livento Group Inc. (The Company) and the subsidiaries Livento Group LLC and BOXO Production Inc as of December 31, 2022.

 

Subsidiary - The Group consolidated financial statements include the assets, liabilities, equity, revenue, expenses and cash flows of the Company. A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Assessment of control is based on the substance of the relationship between the Company and the entity and includes consideration of both existing voting rights and, if applicable, potential voting rights that are currently exercisable and convertible. The operating results of subsidiaries acquired are included in the consolidated financial statements from month when control is acquired (typically the acquisition date). The operating results of subsidiaries that are divested during the period are included up to the date control ceased (typically the disposition date) and any difference between the fair value of the consideration received and the carrying value of a divested subsidiary is recognized in the consolidated income statements. Accounting policies of subsidiaries have been aligned with those of the Company where necessary.

 

Functional and presentation currency

 

The accompanying consolidated financial statements are presented in the United States dollar (“USD”), the Company’s reporting currency.

 

Related parties

 

The Company adopted ASC 850, Related Party Disclosures, to identify related parties and disclose related party transactions.

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered a related party transaction when resources or obligations are transferred between related parties. Related parties may be individuals or corporate entities.

 

Revenue Recognition

 

The Company adopted ASC 606 requires using a new five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any change to its revenue recognition processes.

 

The Company recognizes software service fees over time as performance obligations are satisfied over the life of the service, usually, with an average duration of one year. Payments received in advance from customers are recorded as “Deferred revenues.” Such advance payments received are non-refundable after the thirty days refund period.

 

12

 

 

The cost of revenue consists primarily of the outsourced information technology support service, internal employees, consultants, service charges for cloud computing, and related expenses, which are directly attributable to the revenues.

 

S/N		Type of services		Nature, Timing of satisfaction of performance obligation and significant payment terms			Revenue Recognition
1		Income from Elissee Software		Elisee involves in the business of analysis of data sets for DJIA and DAX indexes. The contracts for Elisee are generally for 12 months. The billing for Elisee is quarterly with 60 days collection period.			Revenue is recognized by the company not only when delivery note and invoice has been signed and confirmed by the customer, but at the end of each quarter over the 12 months period after service has been delivered to the customers.   When the company expects to be entitled to breakage (forfeiture of substandard services), the company recognizes the expected amount of breakage in proportion to the services provided versus the total expected network services to be provided. Any unexpected amounts of breakage are recognized when the unused value of network services expire
2		Management service income		The company rendered Management services to (Retinvest-AB, Thun Development Services and others) contains real estate development services mainly, but not limited to:			The company recognize revenue when the services have been provided
				-	budgeting
				-	contract check and preparation
				-	project works
				-	reporting and control of works
				-	analysis of available land opportunities acquisitions

 

Going Concern

 

The Company’s financial statements, as of December 31, 2022, are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

The Company has tried to establish an ongoing and stable source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated a net loss of $487,158 as of December 31, 2022. The cash balances as of December 31, 2022, were $24,159. These factors, among others, support the ability of the Company to continue to fulfill its targets.

 

However, management cannot assure that the Company will accomplish any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in prior filings, in press releases and in other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

13

 

 

Managements’ Discussion of the year ended December 31 2020

 

During 2020, Livento Group LLC operated as development platform for its artificial intelligence software Elisee and real estate projects where as well revenue of $750,267 was invoiced for consulting and management services. We are providing strategical, project and administration services to several projects in Europe. Another $820,030 in revenues was share in real estate projects sales totaling revenues for 2020 to $1,570,297.

 

Costs were incurred mainly as professional fees in amount of $316,000 for people providing Elisee development and real estate projects consulting. Other costs was $88,000 for computer and server rent that was used for development of several projects in IT sector, one of them was as well Elisee. We are accounting for $267,000 as costs of goods sold that covered professional fees related to revenues.

 

Our long-term assets consisted of Elisee in amount of $3,320,030, real estate projects in amount of $236,700 and $5,045,789 and a movie project in amount $1,580,600.

 

Managements’ Discussion of the year ended December 31 2021

 

In 2021, Livento Group LLC moved more forward as well in movie projects and started to shift its position from real estate towards movies. We continued to develop Elisee platform for new clients in USA and our real estate projects started to being realized and developed. Our revenue consists from $525,000 invoiced for Elisee and $1,315,866 for real estate management.

 

Due to high growth of the company, our professional fees increased in line with our revenues to $574,009 and Elisee and other IT focused projects development took $334,500 for server and IT rent. We are accounting for $714,589 as costs of goods sold for Elisee and $345,000 for professional fees linked to consulting revenues. We as well officially had our first office that was in cost of $87,100.

 

Company ended in net loss of $214,879 that was caused mainly by amortization of Elisee software that we started fully used and sell in 2021. Without amortization, the financial result of the company would be profit of $499,710 which would be decrease compared to year 2020 but Company invested lot of revenues into movie projects and as well Elisee development in expectation of future revenue coming from these investments.

 

Our long term assets consisted of Elisee in amount of $5,032,230, real estate projects in amount of $2,757,700 and $9,171,659 and movie projects in amount $3,715,600.

 

Managements’ discussion of the periods ended 2022

 

Livento Group was acquired by Nugene International, Inc., which subsequently changed its name to Livento Group, Inc. We had revenue of $1,966,202 during year 2022. These came from sales of Elisee and our management services to real estate projects. Elisee sales accounted for $ 1,066,000 and $900,202 for real estate projects and management services.

 

Our costs of goods sold consist of Amortization of Intangible Assets in amount of $1,677,410, Professional fees of key professionals and consulting fee that is related to generation of income from the Elisee in amount of $393,879. Most of the revenue for the quarter that ended December 31, 2022, was derived from software fees. Management believes that the increased revenues are related to our expanded staffing. The main reason is the hiring of new investment representative people and intermediary consultants that support gaining new clients. Our expenses were $482,347, mainly professional fees, contracted labor, cloud fees, servers, and legal expenses. We sold first part of our real estate project with $100,000 profit and we seek to continue in this trend as real estate sales attitude is getting better in European residential market in first quarter 2023.

 

14

 

 

Professional fees increased during this period as we hired services to develop Elisee and more people in administration regarding the process of getting change don’t with NuGene International, Inc. Compared to the previous period, we took larger office space to accommodate more people’s needs. All of the above resulted in a net operation loss of $487,158.

 

Because of inflation, increased costs of construction, and smaller profit margins, we are transferring our focus to BOXO and Elisee. BOXO is undertaking more projects and requires more investment than we can generate, and demand for Elisee is increasing due to current market volatility. We believe the capital generated from the disposal of our real estate properties will provide the required cash for these operations.

 

Assets

 

Name of the intangible asset		A&I machine learning program
What the intangible assets is to be used for		Contains algorithms and code to analyze large portions of data within closed portfolio of items in order to set their best performing distribution within the portfolio.
Duration for the construction / completion of the intangible assets		Development started in 2018 and continues to present time. Company has several consultants and pays data and servers to upgrade and finalize the system.
Expectation of revenue generation from the asset		The asset currently generates app USD 1,5 million per year and we expect from 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 the asset at 33.33% per annum using the straight method.
Amount expended on research.		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.

 

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.

 

15

 

 

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 $ 9,171,659 and contains our efforts as well as and the acquisition of initial project. We already sold $2,000,000 with $100,000 profit so actual value is $7,171,659

 

Movie projects

 

Name of the intangible asset		Movie Projects
what the intangible assets is to be used for		We invest into movie development projects and this asset class contains intellectual rights to books, movies, scripts. We further develop the asset via developing complete movie script that is further offered to large distribution studios in entertainment industry that will sell the project so BOXO can produce the asset to full movie. Assets as well can be separately sold if there is buyer with interest.
Duration for the construction / completion of the intangible assets		Each movie asset needs 15-18 months to reach completion.
Expectation of revenue generation from the acquisition of the asset		Asset once pre-sold to distributor receives 40% margin revenue and once in cinemas and /or online streamers, BOXO receives revenue share in share of 15-25%.
Expected useful life of the assets upon completion		Movie asset package has expected value for 15 years.
How the assets is to be amortized		Pursuant to ASC 926-20-35, Livento Group, Inc amortizes capitalized movies cost when a movie is released, and it begins to recognize revenue from the film. These costs for an individual film are amortized and participation costs are accrued to direct operating expenses in the proportion that current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition, or sale of such film. Ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture.   Pursuant to ASC 926-20-50-2, Livento Group costs to produce this asset is currently $ 10,086,617 and contains works of people, licenses, and acquisition of initial project.
Amount expended on research		The cost to produce this asset is currently $ 10,086,617 and contains works of people, licenses and acquisition of initial project.

 

16

 

 

COVID-19 outbreak

 

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforce, and customers and created significant volatility and disruption of financial markets. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and harm our company and the results of operations. It is not possible for us to predict the duration or magnitude of the adverse consequences of the outbreak and its effects on our business or the results of operations at this time.

 

Liquidity and Capital Resources.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

 

We had $24,159 cash on hand on December 31, 2022. This is adequate for our planned operations through the end of 2022. In addition, we anticipate approximately $2,150,000 in revenue from second sale process of our real estate assets to be received during 1Q 2023 and other receivables for Elisee and our management services in the amount of $489,910. To build the BOXO brand fully, the Company intends to rely on increased net income and cash inflow in the coming year. In addition, we also plan to receive additional investments for our business through private equity sales. However, we can give no assurance that we will realize the goals.

 

Our receivables are mainly due from clients using Elisee software as the clients were experiencing high market volatility and delayed several payments. The situation is resolving and management anticipates that all delayed payments should be done received during Q1 2023.

 

Our billing for Elisee is generally quarterly, with payment up to 60 days, thus creating a need for working capital.

 

Our contracts for Elisee are generally 24 months, providing stable revenue and cash flow. We are engaged in the production of three movies, where the first one should provide revenue during 1Q of 2023 and the others near the end of 2023. Our movie industry investments appear on our balance sheet as these are not costs but direct investments as we acquire intellectual property in target movie companies. Each movie is produced in separate company so risk of failure is mitigated for Livento as a holding company.

 

Our debt is mainly operational liabilities, including one $61,400 loan and payments for rent, professional fees, and marketing. We will pay these outstanding amounts as they come due and our receivables come in the company. The Loan is to be repaid in 1Q 2023, and we believe our cash flow will be sufficient to pay it.

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources and would be considered material to investors.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guaranteed contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

 

Seasonality

 

Management does not believe that our current business segment is seasonal to any material extent.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

 

17

 

 

Unregistered Sales of Equity Securities

 

During the years ended December 31, 2021 and December 31, 2022, we issued the following unregistered equity securities:

 

Date of Transaction

Transaction type (e.g., new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g., for cash or debt conversion)-OR-Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

04/05/2021

New

700 000 000

Common

Milan Hoffman

Services

Restricted

144

04/20/2021

Cancelled

- 2 328 000

Common

Milan Hoffman

Services

Restricted

144

04/20/2021

New

2 328 000

Common

Michael Kopstick

Services

Restricted

144

05/07/2021

Cancelled

- 10 500 000

Common

Milan Hoffman

Services

Restricted

144

05/07/2021

New

10 500 000

Common

Michael Kopstick

Services

Restricted

144

06/09/2021

Cancelled

- 2 000 000

Common

Milan Hoffman

Services

Restricted

144

06/09/2021

New

2 000 000

Common

James Cowland

Services

Restricted

144

06/17/2021

Cancelled

- 2 000 000

Common

Milan Hoffman

Services

Restricted

144

06/17/2021

New

2 000 000

Common

Paul Segura Jr.

Services

Restricted

144

07/02/2021

Cancelled

- 20 000 000

Common

Milan Hoffman

Services

Restricted

144

07/02/2021

New

20 000 000

Common

Frank J. Hariton

Services

Restricted

144

07/08/2021

Cancelled

- 37 800 000

Common

Milan Hoffman

Services

Restricted

144

07/08/2021

New

37 800 000

Common

Judah Aaron Sternhill

Services

Restricted

144

07/21/2021

Cancelled

- 10 000 000

Common

Milan Hoffman

Services

Restricted

144

07/23/2021

New

4 000 000

Common

Milan Hoffman

Services

Restricted

144

07/23/2021

New

958 860

Common

ALI KHARAZMI

Conversion from Preferred to Common

Restricted

144

07/23/2021

New

958 860

Common

SAEED KHARAZMI

Conversion from Preferred to Common

Restricted

144

08/13/2021

New

100

Preferred A

Milan Hoffman

Super Voting Stock

Restricted

144

08/13/2021

Cancelled

- 1 917 720

Preferred C

Milan Hoffman

Conversion from Preferred to Common

Restricted

144

08/17/2021

New

800 000

Common

Sandy Miles

Services

Restricted

144

08/17/2021

New

8 000

Preferred C

Sandy Miles

Services

Restricted

144

09/03/2021

New

6 399 416

Common

Eagle Equities LLC, Yanky Borenstein

Loan Settlement

Unrestricted

09/13/2021

New

2 225 034

Common

EMA Financial LLC, John Scholz

Loan Settlement

Unrestricted

10/05/2021

New

20 000

Preferred C

James Cowland

Services

Restricted

144

10/18/2021

New

333 333

Common

Sharni Brodesky

Purchase

Restricted

144

10/19/2021

New

333 333

Common

Dayna R. Shereck

Purchase

Restricted

144

11/17/2021

Cancelled

- 10 689 406

Common

Milan Hoffman

Cancellation

Restricted

144

11/17/2021

New

10 689 406

Common

Eagle Equities LLC,Yanky Borenstien

Loan Settlement

Unrestricted

11/18/2021

Cancelled

- 20 000 000

Common

Milan Hoffman

Cancellation

Restricted

144

11/18/2021

New

5 428 572

Common

Power Up Lending Group Ltd., Curt Kramer

Loan Settlement

Unrestricted

11/30/2021

New

8 285 583

Common

EMA Financial, Felicia Preston LLC

Loan Settlement

Unrestricted

12/02/2021

New

4 583 333

Common

Labrys Fund LP,TJ Silverman

Loan Settlement

Unrestricted

12/06/2021

New

6 160 000

Common

SBI Investments LLC, Jonathan Juchno

Loan Settlement

Unrestricted

12/06/2021

New

3 960 000

Common

Power Up Lending Group Ltd.,Curt Kramer

Loan Settlement

Restricted

144

12/07/2021

Cancelled

- 30 000 000

Common

Milan Hoffman

Cancellation

Restricted

144

12/13/2021

New

19 415 134

Common

Auctus Fund LLC, Lou Posner

Loan Settlement

Unrestricted

12/17/2021

Cancelled

- 8 000

Preferred C

Sandy Miles

Conversion from Preferred to Common

Restricted

144

12/17/2021

New

800 000

Common

Sandy Miles

Purchase

Restricted

144

12/17/2021

Cancelled

-20 000

Preferred C

James Cowland

Conversion from Preferred to Common

Restricted

144

12/17/2021

New

2 000 000

Common

James Cowland

Services

Restricted

144

 

18

 

 

Date of Transaction

Transaction type (e.g., new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g., for cash or debt conversion)-OR-Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

02/02/2022

New

15 691 925

Common

Adam R. Long, Puerto Rico, Oasis Capital LLC

Conversion of Note

Unrestricted

02/25/2022

Cancellation

- 58 682 594

Common

Milan Hoffman

Cancellation

Restricted

144

02/25/2022

New

586 826

Preferred C

Milan Hoffman

Services/payment

Restricted

144

02/28/2022

New

378 000

Preferred C

Judah A. Sternhill

Purchase

Restricted

144

02/28/2022

New

200 000

Preferred C

Frank J. Hariton

Services/payment

Restricted

144

02/28/2022

Cancellation

-500 000 000

Common

Milan Hoffman

Return to unissued authorized status

Restricted

144

02/28/2022

Cancellation

- 37 800 000

Common

Judah A. Sternhill

Purchase

Restricted

144

02/28/2022

Cancellation

- 20 000 000

Common

Frank J. Hariton

Services/payment

Restricted

144

03/01/2022

New

15 898 682

Common

Tiger Trout Capital LLC, Puerto Rico, Alan Masley

Conversion of Note

Unrestricted

03/03/2022

New

9 032 080

Common

Abra Prince

Conversion of Note

Unrestricted

03/11/2022

New

39 600

Preferred C

Eagle Equities LLC, Yanky Borenstein

Purchase

Restricted

144

03/14/2022

New

5 000 000

Preferred

David Štýbr

Control block

Restricted

144

03/23/2022

New

9 482 781

Common

Kalimdor LLC, Ales Kudrna

Conversion of Note

Unrestricted

04/01/2022

New

9 482 781

Common

Sandy Miles

Conversion of Note

Unrestricted

06/21/2022

Cancellation

- 5 000 000

Preferred C

David Štýbr

Cancellation

Restricted

144

07/19/2022

New

10 000 000

Common

Kalimdor LLC, Ales Kudrna

Conversion of Note

Unrestricted

07/19/2022

New

5 000

Preferred D

Milan Behro

Purchase

Restricted

144

07/25/2022

New

5 319

Preferred D

Kerberos Invest sro, Jan Zikmunda

Purchase

Restricted

144

08/05/2022

New

1 667

Preferred D

Cedric Herlinda Jan Francois

Purchase

Restricted

144

09/01/2022

New

141 250

Preferred D

West East Wind Ltd, Petr Horvath

Compensation

Restricted

144

09/09/2022

New

5 000

Preferred D

Roman Kacin

Purchase

Restricted

144

09/14/2022

New

1 625

Preferred D

Jonathon Paul Tingle

Purchase

Restricted

144

10/20/2022

New

3 704

Preferred D

Samuel Lachlan Rose

Purchase

Restricted

144

10/27/2022

New

2 000 000

Common

Kalimdor LLC, Ales Kudrna

Conversion of Note

Unrestricted

11/04/2022

New

4 025

Preferred D

James Conerly

Purchase

Restricted

144

11/09/2022

New

4 025

Preferred D

Lynda Raposo-Morris

Purchase

Restricted

144

11/10/2022

New

1 646

Preferred D

Laura Kojamanian

Purchase

Restricted

144

11/11/2022

New

1 610

Preferred D

James D. Opfar

Purchase

Restricted

144

11/11/2022

New

1 610

Preferred D

Seth Rush

Purchase

Restricted

144

11/17/2022

New

2 000

Preferred D

Wesley J. Hamilton

Purchase

Restricted

144

11/17/2022

New

2 000 000

Common

Kalimdor LLC, Ales Kudrna

Conversion of Note

Unrestricted

11/21/2022

New

3 317

Preferred D

Richard James Parker

Purchase

Restricted

144

11/28/2022

New

4 166

Preferred D

Richard James Parker

Purchase

Restricted

144

12/07/2022

New

4 000 000

Common

Kalimdor LLC, Ales Kudrna

Conversion of Note

Unrestricted

12/21/2022

New

380

Preferred D

Michael Henriksen

Compensation

Restricted

144

12/27/2022

New

25 000

Preferred D

Greg Weinberg

Purchase

Restricted

144

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a Smaller Reporting Company and are not required to provide the information under this item.

 

Item 8. Financial Statements and Supplementary Data.

 

19

 

 

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.

 

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				-
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
			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
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

 

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

 

 

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

 

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.

 

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.

 

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.

 

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

 

 

As of date of this filing, Company has executed and delivered an Exchange Agreement, which recited it is dated as of April 20, 2023, (the “EA”) Mammoth Corporation (“MC”) pursuant to which it exchanged a variable rate promissory note (the “Note”) previously held by Kodiak Capital Group, LLC (“KCG”), which note had been acquired by Mammoth Corporation, for 40,000 shares of its newly created Series E Preferred Stock, the terms and conditions of which are described herein. Among other things MC has agreed not to exercise the warrants associated with the Note. Based on the assertions of a holder of an identical note, management believes that KCG would have asserted that the amount due on the Note, with interest and penalties exceeded $600,000.

 

As of May 26^th 2023, Company entered into an Assignment and Purchase Agreement (the “APALO) with Loredo LLC (“LO”) whereunder we acquired interests in total of 45 projects valued at $22,320,641 from LO for 391,590,193 shares of our common stock. On May 26, 2023, Boxo Technology, Inc. entered into an Assignment and Purchase Agreement (the “APAWEW”) with West East Wind Limited (“WEWL”) whereunder Boxo Technology, Inc. will acquire certain rights in 3 gaming apps and transfer to WEWL its interests in 2 real estate projects Thunder and Geminos (which Livento is not further pursuing).

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

 

Disclosure of controls and procedures.

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021, at the reasonable assurance level due to the material weaknesses described below.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level:

 

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2021. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remains under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

21

 

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer.

 

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the issuer; and

 

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of the end of our most recent fiscal year, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that as of December 31, 2021, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) lack of communication between management and external accounting personnel. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2021.

 

22

 

 

Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors, result in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management’s report in this annual report.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: we will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the authorization of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Lastly, we will improve channels of communication between management and accounting through regularly scheduled monthly meetings. We anticipate the costs of implementing these remediation initiatives will be approximately $50,000 to $100,000 a year in increased salaries, legal and accounting expenses.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

 

Changes in internal controls over financial reporting.

 

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

23

 

 

Item 9B. Other Information.

 

None

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Our directors and executive officers and additional information concerning them are as follows:

 

Name		AGE		Position(s)		Holds shares
David Stybr		39		President and Chief Executive Officer and a Director		100 Series A Preferred stock
Justin Mathews		49		VP Investor Relations and a Director		N/A
David Zich		27		Treasurer and Secretary		N/A
Bryon Jackson, MBA		41		Chief Financial Manager		N/A
Michal Zelezny		50		Director		N/A
Simon Sandoval		49		Director		N/A

 

David Stybr

 

David Štýbr has been the CEO of Livento Group since 2015 and is the founder of BOXO. He manages the Company’s business operations, projects, and team. Štýbr’s previous roles include being the CEO of OTT Ventures, a venture capital company, from 2018 to 2021, the various executive positions at CPI Property Group, and its affiliate CPI Byty, a real estate manager and operator, from 2015 to 2018.

 

Justin Mathews

 

Justin Mathews has been VP Investor Relations and a Director of Livento Group and its subsidiary BOXO since 2020. He is responsible for identifying, building, and maintaining relationships with the private investor community. He also sources investment opportunities and creates and maintains relationships with the Company’s partners. Previously, Mathews held various roles at Morgan & Banks Australia, TMP Worldwide (now TMP Worldwide Advertising & Communications LLC), and IMSG PLC, from 2011 till 2018, and from 2018 to the present has been the principal and founder of Human Capital Advisory Group, a provider of HR services.

 

David Zich

 

David Zich has been the Secretary and Treasurer of the Company and BOXO 2022. He is responsible for the Company’s operational management activities, including change management, internal and external communication, human resources, and strategic metrics. Before his current role, Zich was a key account manager and later a sales manager at a hospitality timeshare company from 2018 to 2022 and a project manager at Euro Dot from 2020 to 2022.

 

Bryon Jackson, MBA

 

Mr. Jackson was appointed our Chief Financial Manager in December 2022. Mr Jackson was independent consultant for years 2015 – 2022. During last 5 years, Mr Jackson is consultant working for companies listed on OTC markets and NASDAQ to provide leadership and support in the accurate and timely preparation, review and filings of all SEC external financial reports such as: Forms 10-K, 10-Q, Proxy and 8-Ks; investor-reporting related items and Regulatory Reports; FFIEC Call Report 041 Report of Condition and Income; Federal Reserve FR Y-9C Consolidated Financial Statements for Holding Companies, FR Y-9LP Parent Company Only Financial Statements for Large Holding Companies, FR Y-10 Report of Changes in Organizational Structure; CCAR 14Q/M/A, FR2052A, 6G, FRY-7 to 11, TICs, FFIEC009/002, FR2900 all and other regulatory reports as required.

 

24

 

 

Simon Sandoval

 

Was appointed to our board on 1th of May, 2022 and is a cross border project and corporate finance consulting specialist focused on helping businesses solve the complex challenges facing their projects today. He is private finance specialist with merchant banking, private equity and M&A experience across several continents. He worked on real estate and venture capital transactions throughout Europe, Latin America and parts of Africa and Asia as well, from large infrastructure projects to more targeted niche work such as advising emerging fund managers on institutional investor campaigns outside of the US.

 

Mr Sandoval has been an independent consultant since 2011.

 

Michal Zelezny

 

Was appointed to our board on 1th of May, 2022 and has 20 years of experience in residential development and real estate projects. He worked on projects in a operational management, tenders, construction process control and development process. Last ten years he as been CEO of Facebrick sro, a company selling brick and providing real estate construction works in Czech republic and other European countries and as an independent consultant to real estate businesses in the Czech republic.

 

During the past five years, there have been no events under any bankruptcy act, no criminal proceedings, and no judgments, injunctions, orders, or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter, or control person of the Company, including any allegations (not subsequently reversed, suspended or vacated), permanent or temporary injunction, or any other order of any federal or state authority or self-regulatory organization, relating to activities in any phase of the securities, commodities, banking, savings, and loan, or insurance businesses in connection with the purchase or sale of any security or commodity, or involving mail or wire fraud in any business.

 

There are no family relationships among our officers and directors.

 

Code of Ethics

 

We do not have a code of ethics that applies to our officers, employees and directors.

 

Corporate Governance

 

The business and affairs of the company are managed under the direction of our board. Our board has two independent directors, Mr. Sanoval and Mr. Zelezny. The Board has not yet established any committees. In addition to the contact information in this annual report, each stockholder will be given specific information on how he/she can direct communications to the officers and our director of the corporation. All material communications from stockholders are relayed to our board.

 

Role in Risk Oversight

 

Our board is primarily responsible for overseeing our risk management processes. The board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

 

25

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

We became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“34 Act”) on August 19, 2022, which is 60 days from the filing of our Form 10. Our officers and director were delinquent in filling of their initial Form 3 reports in part due to the difficulties in filing such reports for persons in the Czech Republic, but we have confirmed that no trades in violation of Section 16(b) were made by any such persons and believe that all deficiencies will be cured within the next 30 days. .

 

Item 11. Executive Compensation.

 

The following executive of the Company earned compensation in the amounts set forth in the chart below for the fiscal years ended December 31, 2022, and 2021. No other item of compensation was paid to any officer or director of the Company other than reimbursement of expenses.

 

Summary Compensation Table

 

Name and Principal Position		Fiscal Year				Salary ($)				Bonus ($)				Stock Awards ($)				All Other Compensation ($)				Total ($)
David Stybr, CEO,			2022			$	144,000			$	-			$	-			$	-			$
			2021			$	144,000			$	-			$	-			$	-			$
Justin Mathews, IR,			2022			$	96,000			$	-			$	-			$	-			$
			2021			$	96,000			$	-			$	-			$	-			$
Michal Zelezny, non-exec,			2022			$				$	-			$	-			$	-			$
			2021			$				$	-			$	-			$	-			$
Simon Sandoval, non-exec,			2022			$				$	-			$	-			$	-			$
			2021			$				$	-			$	-			$	-			$
Bryon Jackson, CFO,			2022			$				$	-			$	-			$	-			$
			2021			$				$	-			$	-			$	-			$

 

Outstanding Equity Awards at Fiscal Year-End Table

 

None

 

Compensation of Directors

 

The independent directors receive no compensation for serving as directors. However, the Company may reimburse its directors for any out-of-pocket cost reasonably incurred to attend a Board meeting.

 

Compensation Agreements

 

CEO of the Company is entitled to receive $12,000 per month, and Mr. Mathews is entitled to $8,000 per month pursuant to consulting agreements that are cancellable by either party on one month’s notice in the case of Mr. Matthews and three months’ notice in the case of Mr. Stybr.

 

The Company may adopt a share benefit program or other stock or option compensation plan in the future.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 28, 2023, 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.

 

26

 

 

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 March 28, 2023. 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 March 28, 2023, 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)			0				0	%
Justin Mathews			0				0	%
David Zich			0				0	%
Bryon Jackson, MBA			0				0	%
Simon Sandoval			0				0	%
Michal Zelezny			0				0	%
All officers and Directors as a group (6 persons) (3)			0				0	%

 

	1.	Does not account for the shares of Series A Preferred Stock which have 51% of the voting power of the Company and are held solely by David Stybr.
	2.	Based on shares of common stock outstanding as of December 31, 2022 of 227,001,268 shares.
	3.	Does not include for shares of Series A Preferred Stock which have 51% of the voting power of the Company and are held solely by David Stybr.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

On 24th of March, 2022, Livento Group, LLC, a company controlled be Mr. Stybr, transferred 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, recognized 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.

 

27

 

 

David Stybr, CEO and Founder inserted the shares of Livento Group LLC into NuGene International, Inc. On 15^th of May, 2022, David Stybr decided that it is in the best interests of the Company and its shareholders that each of the 5,000,000 issued and outstanding shares of Series C Convertible Preferred Stock held by David Stybr, be returned to designated, authorized, but unissued status, so that the Corporation can proceed to enter transactions for the benefit of shareholders.

 

Director Independence

 

We believe that Mr. Sandoval and Mr. Zelezny, who do not own any securities of the Company and have never been employed by us are independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 

●	the director is, or at any time during the past three years was, an employee of the company;
●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

 

	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
●	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

 

We do not currently have a separately designated audit, nominating or compensation committee.

 

Item 14. Principal Accounting Fees and Services.

 

Audit Fees

 

For the Company’s fiscal years ended December 31, 2021, and 2022, we were billed approximately $10,000 and $15,000, respectively, for professional services rendered for the audit and review of our financial statements.

 

Audit Related Fees

 

There were no fees for audit related services for the years ended December 31, 2021, and 2022.

 

28

 

 

Tax Fees

 

For the Company’s fiscal years ended December 31, 2021, and 2022, we were billed approximately $8,000 and $14,000 for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

For the Company’s fiscal year ended December 31, 2022 we were billed approximately $55,450, for professional services rendered in connection with our registration statement on Form 10.

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2021, and 2022.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

●	approved by our audit committee; or
●	entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not have an audit committee. Our board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this report:

 

(1) Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements of this report are set forth on the financial statement index.

 

(2) Financial Statement Schedule: None.

 

(3) Exhibits

 

Exhibit No.		Description
3.1		Certificate of Incorporation. Incorporated by reference to Exhibit 3(i) of the Company’s Registration Statement on Form S-1 File Number 333-192997 filed December 20, 2013.
3.2		Bylaws. Incorporated by reference to Exhibit 3(ii) of the Company’s Registration Statement on Form S-1 File Number 333-192997 filed December 20, 2013.
3.3		Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.4		Certificate of Amendment to the Certificate of Incorporation filled January 5, 2015. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.

 

29

 

 

3.5		Certificate of Designation of old Series A Preferred Stock. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.6		Certificate of Designation of Series B Preferred Stock. Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.7		Certificate of Change filed April 3, 2021.  Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.8		Certificate of Change of Certificate of Designation filed April 12, 2021.  Certificate of Amendment to the Certificate of Incorporation filled December 23, 2014. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.9		Certificate of Change filed July 14, 2021. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.10		Certificate of Designation of Series C Preferred Stock as amended and restated. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.11		Certificate of Designation of Series D Preferred Stock. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.12		Certificate of Designation of new Series A Preferred Stock.
3.13		Certificate of Amendment, name change.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
3.14		Change in authorized shares. Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.1		Consulting Agreement between the Company and David Stybr.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.2		Consulting Agreement between the Company and Justin Mathews.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.3		Order appointing custodian of the Corporation.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.4		Stock Purchase Agreement, March 2022.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.5		Agreement, dated March 31, 2022, between David Stybr and Livento Group, LLC.  Incorporated by reference to similarly numbered exhibit to the Company’s Registration Statement on Form 10.
10.6		Asset Purchase Agreement with Loredo LLC. Incorporated by reference to exhibit 10.1 to Current report on Form 8-K filed June 12, 2023.
10.7		Asset Purchase Agreement with East West Limited. Incorporated by reference to Exhibit 10.2 to Current report on Form 8-K filed June 12, 2023.
31.1		Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.INS		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

30

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amended report to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th day of August 2023.

 

	Livento Group, Inc.
	By:	/s/ David Stybr
		David Stybr
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ David Stybr		Chief Executive Officer and Director		August 25, 2023
David Stybr		(Principal Executive Officer)
/s/ Bryon Jackson		Chief Financial Officer		August 25, 2023
Byron Jackson		(Principal Financial and Accounting Officer)
/s/Simon Sandoval		Director		August 25, 2023
Simon Sandoval
/s/ Michal Zelezny		Director		August 25, 2023
Michal Zelezny

 

31

 

 

Exhibit 3.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.1

 

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, David Stybr, certify that:

 

1. I have reviewed this amended annual report on Form 10-K/A of Livento Group, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; and

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

(b) Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 25, 2023

 

Signature:	/s/ David Stybr
Name:	David Stybr
Title:	Chairman and Chief Executive Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

 

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the amended Annual Report of Livento Group, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on his knowledge:

 

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

 

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

 

/s/ Byron Jackson
Byron Jackson
Chief Financial Officer

 

Dated: August 25, 2023

 

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Amendment No: 3
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56457
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, 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
Title of 12(b) Security	Common stock, par value $0.0001
Trading Symbol	NUGN
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		$ 14,301,080
Entity Common Stock, Shares Outstanding	227,001,268
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	true
Auditor Name	OLAYINKA OYEBOLA & CO
Auditor Firm ID	5968
Auditor Location	Lagos, Nigeria

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
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
	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
	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   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

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   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       -       -       -

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   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.     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.     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   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.     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.

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   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.

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	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.

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   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.     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   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.     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.

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	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 25th, 2020 to December 31st, 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.     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.   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.   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.   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.   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       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   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.     As of date of this filing, Company has executed and delivered an Exchange Agreement, which recited it is dated as of April 20, 2023, (the “EA”) Mammoth Corporation (“MC”) pursuant to which it exchanged a variable rate promissory note (the “Note”) previously held by Kodiak Capital Group, LLC (“KCG”), which note had been acquired by Mammoth Corporation, for 40,000 shares of its newly created Series E Preferred Stock, the terms and conditions of which are described herein. Among other things MC has agreed not to exercise the warrants associated with the Note. Based on the assertions of a holder of an identical note, management believes that KCG would have asserted that the amount due on the Note, with interest and penalties exceeded $600,000.   As of May 26th 2023, Company entered into an Assignment and Purchase Agreement (the “APALO) with Loredo LLC (“LO”) whereunder we acquired interests in total of 45 projects valued at $22,320,641 from LO for 391,590,193 shares of our common stock. On May 26, 2023, Boxo Technology, Inc. entered into an Assignment and Purchase Agreement (the “APAWEW”) with West East Wind Limited (“WEWL”) whereunder Boxo Technology, Inc. will acquire certain rights in 3 gaming apps and transfer to WEWL its interests in 2 real estate projects Thunder and Geminos (which Livento is not further pursuing).

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   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	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	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	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.
Accounts Receivable	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	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 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.     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   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	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.
Recently Issued Accounting Pronouncements	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.

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	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]
Net Investment Income [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]
Net Investment Income [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 equivalents	$ 24,159	$ 484,183
Allowance for doubtful accounts	$ 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 value	$ 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 value	$ 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	100
Preferred stock, par value	$ 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
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal income tax rate	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 percentage of shares 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
Net Investment Income [Line Items]
Long term investments	$ 9,952,880		$ 11,929,359
Real Estate Investment [Member]
Net Investment Income [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]
Net Investment Income [Line Items]
Long term investments							$ 236,700
Development Project Resi Duke [Member]
Net Investment Income [Line Items]
Long term investments						$ 1,467,000
Real Estate [Member]
Net Investment Income [Line Items]
Long term investments					$ 1,054,000
Devlopment Projects [Member]
Net Investment Income [Line Items]
Long term investments	$ 2,757,700

LONG TERM INVESTMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Investment Income [Line Items]
Long-term investments actual value	$ 9,952,880	$ 11,929,359
Long-term investments actual value	7,171,659
Revenues		$ 2,000,000
Movies [Member]
Net Investment Income [Line Items]
Long-term investments actual value	10,086,617
Managed Real Estate Projects [Member]
Net Investment Income [Line Items]
Long-term investments actual value	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]
Net Investment Income [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
	Dec. 31, 2022 USD ($)
Movie Development Projects [Member]
Finite-Lived Intangible Assets [Line Items]
Investment income, investment expense	$ 10,086,617
Movie Project [Member]
Finite-Lived Intangible Assets [Line Items]
Percentage of margin revenue	40.00%
Finite-lived intangible asset, useful life	15 years
Movie Project [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Percentage of revenue share	15.00%
Movie Project [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Percentage of revenue share	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

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	May 26, 2023	Apr. 20, 2023
Subsequent Event [Line Items]
Shares issued		40,000
Interest and penalties		$ 600,000
Assignment and Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of shares issued	$ 22,320,641
Number of shares issued, shares	391,590,193

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