true 0001932244 0001932244 2024-07-15 2024-07-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

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

 

Date of Report: July 15, 2024

(Date of earliest event reported)

 

AI Unlimited Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56573   88-1455444

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS. Employer

Identification No.)

 

LEVEL 11, 9255 W. Sunset Blvd.

West Hollywood, CA 90069

(Address of principal executive offices, including zip code)

 

(800) 309-5983

(Registrant’s telephone number, including area code)

 

 

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

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company

 

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

 

 

 

 

 

 

Explanatory Note

 

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

 

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

 

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

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

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

 

Item 9.01 Exhibits

 

(d) Exhibits.

 

Exhibit

Number

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

 

 

 

 

SIGNATURE

 

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

 

    AI Unlimited Group, Inc.
     
November 12, 2024   By: /s/ Trent McKendrick
Date     Trent McKendrick
      Chief Executive Officer

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

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

 

/S/ Boladale Lawal

BOLADALE LAWAL & CO

Chartered Accountants

 

PCAOB No:6993

Lagos, Nigeria

November 12, 2024

 

 

 

 

Exhibit 99.1

 

NEST EGG, LLC.

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2
   
Balance Sheets F-3
   
Statements of Operations F-4
   
Statements of Changes in Members’ Deficit F-5
   
Statements of Cash Flows F-6
   
Notes to Financial Statements F-7 to F-11

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

Opinion on the Financial Statements

 

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

 

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

 

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

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. There are no critical audit matters to communicate.

 

 

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

 

F-2

 

 

NEST EGG, LLC.

BALANCE SHEETS

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

 

   As of December 31, 
   2023   2022 
   US$   US$ 
ASSETS          
Current assets:          
Cash and cash equivalent   35    - 
Finance receivables   150,000    - 
Due from related party   14,500    - 
Total current assets   164,535    - 
           
TOTAL ASSETS   164,535    - 
           
LIABILITIES AND MEMBERS’ DEFICIT          
Current liabilities:          
Related party loan   340,000    - 
Interest payables   48,625    - 
Other liabilities   6,550    3,925 
Total current liabilities   395,175    3,925 
           
TOTAL LIABILITIES   395,175    3,925 
           
Members’ deficit:          
Ordinary share, US$0.001 par value, 2,000,000 shares authorized, 200,000 shares issued and outstanding as of December 31, 2023, and 2022   200    200 
Accumulated losses   (230,840)   (4,125)
Total members’ deficit   (230,640)   (3,925)
           
TOTAL LIABILITIES AND MEMBERS’ DEFICIT   164,535    - 

 

See accompanying notes to the audited financial statements.

 

F-3

 

 

NEST EGG, LLC.

STATEMENTS OF OPERATIONS

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

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenues, net          
Portfolio Revenue   -    - 
Subscription Revenue   -    - 
Total revenues, net   -    - 
Cost of revenue   -    - 
           
Gross profit/ (loss)   -    - 
           
General and administrative   182,215    - 
Other expenses   44,500    4,125 
Total operating expenses   226,715    4,125 
           
Loss from operations   (226,715)   (4,125)
           
Other (expense) income:          
Total other expenses, net   -    - 
           
NET LOSS   (226,715)   (4,125)

 

See accompanying notes to the audited financial statements.

 

F-4

 

 

NEST EGG, LLC.

STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT

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

 

   Ordinary shares   Additional       Total 
   No. of
shares
   Amount   paid in
Capital
   Accumulated
Deficit
   Members’
(Deficit)
 
                     
Balance as of January 1, 2022   -   $-   $          -   $-   $- 
                          
Shares issued for Eyeon Investment   1,000,000    100    -    -    100 
Shares issued for TJM Capital   1,000,000    100    -    -    100 
Net loss for the year   -    -    -    (4,125)   (4,125)
                          
Balance as of December 31, 2022   2,000,000    200    -    (4,125)   (3,925)
                          
Net loss for the year   -    -    -    (226,715)   (226,715)
                          
Balance as of December 31, 2023   2,000,000   $200   $-   $(230,840)  $(230,640)

 

See accompanying notes to the audited financial statements

 

F-5

 

 

NEST EGG, LLC.

STATEMENTS OF CASH FLOWS

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

 

   Years ended December 31, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(226,715)  $(4,125)
Adjustments to reconcile net income to net cash provided by (used in) operating activities          
Depreciation of plant and equipment   -    - 
           
Change in operating assets and liabilities:          
Current assets   (164,500)   - 
Current liabilities   391,250    3,925 
Net cash (used in) provided by operating activities   35    (200)
           
Cash flows from investing activities:          
Gross capitalised software   -    - 
Net cash used in investing activities   -    - 
           
Cash flows from financing activities:          
Related party loan   -    - 
Additional paid in capital   -    - 
Net cash provided by (used in) financing activities   -    - 
           
Net change in cash and cash equivalent   -    - 
           
BEGINNING OF YEAR   -    - 
           
END OF YEAR  $-   $- 

 

See accompanying notes to the financial statements.

 

F-6

 

 

NOTE 1 - BUSINESS OVERVIEW AND BASIS OF PRESENTATION

 

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

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Presentation

 

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

 

Use of Estimates and Assumptions

 

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

 

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

 

Foreign Currency Translation and Transaction

 

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

 

Cash and Cash Equivalents

 

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

 

Impairment of Long-Lived Assets

 

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

 

F-7

 

 

Revenue Recognition

 

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

 

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

 

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

 

Step 2: Identify the performance obligations in the contract.

 

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

 

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

 

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

 

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

 

Leases

 

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

 

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

 

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

 

F-8

 

 

Income Taxes

 

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

 

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

 

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

 

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

 

Related Parties

 

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

 

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

 

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

 

Commitments and Contingencies

 

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

 

F-9

 

 

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

 

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

 

Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

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

 

F-10

 

 

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

 

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

 

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

 

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

 

NOTE 3 - GOING CONCERN UNCERTAINITIES

 

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

 

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

 

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

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up to the date that the audited financial statements were available to be issued and determined there are no critical audit matter to disclosed.

 

F-11

 

 

Exhibit 99.2

 

RESOLVE DEBT LLC.

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2
   
Balance Sheets F-3
   
Statements of Operations F-4
   
Statements of Changes in Members’ Equity F-5
   
Statements of Cash Flows F-6
   
Notes to Financial Statements F-7 to F-12

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

Opinion on the Financial Statements

 

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

 

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

 

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

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. There are no critical audit matters to communicate.

 

 

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

 

F-2

 

 

RESOLVE DEBT LLC.

BALANCE SHEETS

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

 

   As of December 31, 
   2023   2022 
   US$   US$ 
ASSETS          
Current assets:          
Cash and cash equivalents  $(940)  $25,747 
Prepaid Assets   2,494    - 
Total current assets   1,554    25,747 
           
Non-current assets:          
Computer Equipment   17,652    - 
Software Development   460,997    273,424 
Purchase debt   25,705    10,410 
           
TOTAL ASSETS  $505,908   $309,581 
           
LIABILITIES AND MEMBERS’ EQUITY          
Current liabilities:          
Finance payables  $-   $160 
Loan from Members   125,000    - 
Total current liabilities   125,000    160 
           
TOTAL LIABILITIES   125,000    160 
           
Commitments and contingencies        
           
Members’ equity:          
Ordinary share, US$0.0001 par value, 100,000,000 shares authorized, 6,200,000 shares issued and outstanding as of December 31, 2023, and 2022   620    620 
Additional paid in capital   1,288,278    356,880 
Accumulated losses   (907,990)   (48,079)
Total Members’ equity   380,908    309,421 
           
TOTAL LIABILITIES AND MEMBERS’ EQUITY  $505,908   $309,581 

 

See accompanying notes to the audited financial statements.

 

F-3

 

 

RESOLVE DEBT LLC.

STATEMENTS OF OPERATIONS

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

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenues, net          
Portfolio Revenue  $7,614   $- 
Subscription Revenue   13,392    (1,200)
Total revenues, net   21,007    (1,200)
Cost of revenue   8,981    - 
           
Gross profit/ (loss)   12,025    (1,200)
           
Operating expenses:          
Sales and marketing   195,372    - 
Depreciation   2,474    - 
Amortization   158,062    24,348 
Software and web services   33,269    - 
General and administration   447,331    16,371 
Research and development   35,428    6,160 
Total operating expenses   871,936    46,879 
           
Loss from operations   (859,911)   (48,079)
           
Other (expense) income:          
Total other expenses, net   -    - 
           
NET LOSS  $(859,911)  $(48,079)

 

See accompanying notes to the audited financial statements.

 

F-4

 

 

RESOLVE DEBT LLC.

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

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

 

   Ordinary shares   Additional       Total   
   No. of       paid in   Accumulated   Members’ 
   shares   Amount   Capital   Deficit   Equity 
                     
Balance as of January 1, 2022   6,200,000   $620   $356,880   $-   $357,500 
                          
Net loss for the year   -    -    -    (48,079)   (48,079)
                          
Balance as of December 31, 2022   6,200,000    620    356,880    (48,079)   309,421 
                          
Net loss for the year   -    -    -    (859,911)   (859,911)
Additional paid in capital   -    -    931,398    -    931,398 
                          
Balance as of December 31, 2023   6,200,000   $620   $1,288,278   $(834,871)  $380,908 

 

See accompanying notes to the audited financial statements

 

F-5

 

 

RESOLVE DEBT LLC.

STATEMENTS OF CASH FLOWS

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

 

   Years ended December 31, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(859,911)  $(48,079)
Adjustments to reconcile net income to net cash provided by (used in) operating activities          
Depreciation of plant and equipment   160,536    24,348 
           
Change in operating assets and liabilities:          
Current assets   (2,495)   - 
Current liabilities   -    - 
Net cash (used in) provided by operating activities   (701,870)   (23,731)
           
Cash flows from investing activities:          
Purchase debt   (15,295)   (10,410)
Purchase of tangible assets   (20,126)   - 
Gross capitalised software   (345,634)   (297,772)
Net cash used in investing activities   (381,055)   (308,182)
           
Cash flows from financing activities:          
Additional paid in capital   931,398    356,880 
Finance payable   (160)   160 
Loan from shareholder   125,000    620 
Net cash provided by (used in) financing activities   1,056,238    357,660 
           
Net change in cash and cash equivalent   (26,687)   - 
           
BEGINNING OF YEAR   25,747    25,747 
           
END OF YEAR  $(940)  $25,747 

 

See accompanying notes to the financial statements.

 

F-6

 

 

NOTE 1 - BUSINESS OVERVIEW AND BASIS OF PRESENTATION

 

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

 

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

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Presentation

 

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

 

Use of Estimates and Assumptions

 

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

 

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

 

Foreign Currency Translation and Transaction

 

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

 

Cash and Cash Equivalents

 

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

 

F-7

 

 

Plant and Equipment

 

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

 

    Expected useful life
Leasehold improvements   Over the shorter of 3 years or lease term
     
Computer and office equipment   4 years

 

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

 

Impairment of Long-Lived Assets

 

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

 

Revenue Recognition

 

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

 

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

 

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

 

Step 2: Identify the performance obligations in the contract.

 

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

 

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

 

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

 

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

 

F-8

 

 

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

 

Portfolio Revenue

 

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

 

Subscription Revenue

 

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

 

Cost of Revenues

 

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

 

Leases

 

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

 

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

 

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

 

Income Taxes

 

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

 

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

 

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

 

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

 

F-9

 

 

Related Parties

 

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

 

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

 

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

 

Commitments and Contingencies

 

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

 

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

 

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

 

F-10

 

 

Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

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

 

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

 

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

 

F-11

 

 

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

 

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

 

NOTE 3 - GOING CONCERN UNCERTAINITIES

 

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

 

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

 

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

 

NOTE 5 - INTANGIBLE ASSETS, NET

 

Intangible assets consisted of the following:

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

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up to the date that the audited financial statements were available to be issued.

 

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

 

F-12

 

 

Exhibit 99.3

 

TRAVL, LLC.

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2
   
Balance Sheets F-3
   
Statements of Operations F-4
   
Statements of Changes in Members’ Equity F-5
   
Statements of Cash Flows F-6
   
Notes to Financial Statements F-7 to F-12

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

Opinion on the Financial Statements

 

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

 

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

 

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

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. There are no critical audit matters to communicate.

 

 

Boladale Lawal & Co (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

November 11, 2024

 

F-2

 

 

TRAVL, LLC.

BALANCE SHEETS

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

 

   As of December 31, 
   2023   2022 
   US$   US$ 
ASSETS          
Current assets:          
Other Receivables   250,000    250,000 
Total current assets   250,000    250,000 
           
Non-current assets:          
Intangible Assets   95,779    15,520 
TOTAL ASSETS   345,779    265,520 
           
LIABILITIES AND MEMBERS’ EQUITY          
Current liabilities:          
Due to Related party   146,579    17,460 
Total current liabilities   146,579    17,460 
           
TOTAL LIABILITIES   146,579    17,460 
           
Commitments and contingencies        
           
Members’ equity:          
Ordinary share, US$0.001 par value, 100,000,000 shares authorized, 250,000,000 shares issued and outstanding as of December 31, 2023, and 2022   250,000    250,000 
Accumulated losses   (50,800)   (1,940)
Total Members’ equity   199,200    248,060 
           
TOTAL LIABILITIES AND MEMBERS’ EQUITY   345,779    265,520 

 

See accompanying notes to the audited financial statements.

 

F-3

 

 

TRAVL, LLC.

STATEMENTS OF OPERATIONS

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

 

   Years ended December 31, 
   2023   2022 
   US$   US$ 
Revenues, net          
Total revenues, net   -    - 
Cost of revenue   -    - 
           
Gross profit/ (loss)   -    - 
           
Amortization   48,860    1,940 
Total operating expenses   48,860    1,940 
           
Loss from operations   (48,860)   (1,940)
           
Other (expense) income:          
Total other expenses, net   -    - 
           
NET LOSS   (48,860)   (1,940)

 

See accompanying notes to the audited financial statements.

 

F-4

 

 

TRAVL, LLC.

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

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

 

   Ordinary shares   Additional       Total 
  

No. of

shares

   Amount  

paid in

Capital

  

Accumulated

Deficit

  

Members’

Equity

 
                     
Balance as of January 1, 2022   -   $-   $        -   $-   $- 
                          
Share capital   250,000,000    250,000    -    -    250,000 
Net loss for the year   -    -    -    (1,940)   (1,940)
                          
Balance as of December 31, 2022   250,000,000    250,000    -    (1,940)   248,060 
                          
Net loss for the year   -    -    -    (48,860)   (48,860)
                          
Balance as of December 31, 2023   250,000,000   $250,000   $-   $(50,800)  $199,200 

 

See accompanying notes to the audited financial statements

 

F-5

 

 

TRAVL, LLC LLC.

STATEMENTS OF CASH FLOWS

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

 

   Years ended December 31, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(48,860)  $(1,940)
Adjustments to reconcile net income to net cash provided by (used in) operating activities          
Depreciation of plant and equipment   48,860    1,940 
           
Change in operating assets and liabilities:          
Current assets   -    - 
Current liabilities   129,119    17,460 
Net cash (used in) provided by operating activities   129,119    17,460 
           
Cash flows from investing activities:          
Gross capitalised software   (129,119)   (17,460)
Net cash used in investing activities   (129,119)   (17,460)
           
Cash flows from financing activities:          
Related party loan   -    - 
Additional paid in capital   -    - 
Net cash provided by (used in) financing activities   -    - 
           
Net change in cash and cash equivalent   -    - 
           
BEGINNING OF YEAR   -    - 
           
END OF YEAR  $-   $- 

 

See accompanying notes to the financial statements.

 

F-6

 

 

NOTE 1 - BUSINESS OVERVIEW AND BASIS OF PRESENTATION

 

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

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Presentation

 

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

 

Use of Estimates and Assumptions

 

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

 

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

 

Foreign Currency Translation and Transaction

 

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

 

Cash and Cash Equivalents

 

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

 

Plant and Equipment

 

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

 

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

 

F-7

 

 

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

 

Impairment of Long-Lived Assets

 

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

 

Revenue Recognition

 

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

 

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

 

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

 

Step 2: Identify the performance obligations in the contract.

 

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

 

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

 

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

 

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

 

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

 

Portfolio Revenue

 

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

 

F-8

 

 

Subscription Revenue

 

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

 

Cost of Revenues

 

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

 

Leases

 

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

 

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

 

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

 

Income Taxes

 

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

 

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

 

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

 

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

 

F-9

 

 

Related Parties

 

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

 

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

 

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

 

Commitments and Contingencies

 

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

 

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

 

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

 

Fair Value Measurement

 

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

 

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

 

F-10

 

 

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
   
Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

 

F-11

 

 

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

 

NOTE 3 - GOING CONCERN UNCERTAINITIES

 

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

 

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

 

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

 

NOTE 4 - INTANGIBLE ASSETS, NET

 

Intangible assets consisted of the following:

 

   As of December 31, 
   2023   2022 
As cost:          
Software  $146,579   $17,460 
           
    146,579    17,460 
Less: accumulated amortization   (50,800)   (1,940)
Intangible assets, net  $95,779   $15,520 

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up to the date that the audited financial statements were available to be issued.

 

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

 

F-12

 

 

Exhibit 99.4

 

AI UNLIMITED GROUP, INC.

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Introduction

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

AI UNLIMITED GROUP, INC.

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

(Stated in US Dollars)

 

   Lever Global Corporation   Resolve Debt LLC   Travl LLC   Nest Egg LLC   Proforma Adjustments   Proforma Combined 
Assets                        
Current assets:                              
Cash and cash equivalents  $173,220    (991)   -    1,774    -    174,003 
Other Receivables   -    -    250,000         (161,722)(a)   88,278 
Financial Receivables   -    -    -    150,000    -    150,000 
Due From Shareholders   -    -    -    66,541    (66,541)(b)   - 
Prepaid Assets   -    2,494    -    -    -    2,494 
Other Assets        -    -              - 
Total current assets   173,220    1,503    250,000    218,315    (228,263)   414,775 
                               
Tangible Assets   386,000    14,298    83,969    -    -    484,267 
Intangible Assets   824,916    357,371    -    -    -    1,182,287 
Purchased Debt   -    25,705    -    -    -    25,705 
Total assets  $1,384,136    398,877    333,969    218,315    (228,263)   2,107,033 
Liabilities and Stockholders’ Equity (Deficit)                              
                               
Current liabilities:                              
Convertible Notes                            - 
Account Payables   298,431     -    -    -    (66,541)(b)   231,890 
Related Party Loans   818,307         161,722    440,000    (161,722)(a)   1,258,307 
Interest Payables   9,181    -    -    75,750    -    84,931 
Loan from Shareholders   -    125,000    -    -    -    125,000 
Total current liabilities   1,125,919    125,000    161,722    515,750    (228,263)   1,700,128 
                               
Stockholders’ Equity (Deficit):                              
Preferred stock, par value $0.0001, 50,000,000 shares authorized, 5,000,000 issued and outstanding, as of June,30 2024   500    -    -    -    -    500 
Common stock, par value $0.0001, 500,000,000 shares authorized; 67,650,000 shares issued and outstanding, as of June 30, 2024   6,765    -    -    -    22,000    28,765 
Additional paid in capital   5,890,441    1,328,311    250,000    200    (22,000)   7,447,952 
Accumulated deficit   (5,639,490)   (1,054,434)   (77,753)   (297,635)   -    (7,069,312)
Total stockholders’ equity (deficit)   258,217    273,877    172,247    (297,435)   -    406,905 
Total liabilities and stockholders’ equity (deficit)   1,384,136    398,877    333,969    218,315    (228,263)   2,107,034 

 

 

 

 

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

(Stated in US Dollars)

 

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

 

 

 

 

Notes to Pro Forma Condensed Financial Statements

 

Note 1. Basis of Pro Forma Presentation

 

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

 

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

 

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

 

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

 

Note 2. Accounting Policies

 

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

 

Note 3. Preliminary Purchase Consideration and Purchase Price Allocation

 

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

 

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

 

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

 

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

 

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

 

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

2.

Adjustment include netting off Trent McKendrick balance in assets and liability side.
   
3. Adjustment to account for the 100% membership interest in Nest Egg in exchange for 110,000,000 shares of Company’s common stock.
   
4. Adjustment to account for the 100% membership interest in Resolve Debt in exchange for 65,000,000 shares   of Company’s common stock
   
5. Adjustment to account for the 100% membership interest in Travl in exchange for 45,000,000 shares   of the Company’s common stock

 

 

 

v3.24.3
Cover
Jul. 15, 2024
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by AI Unlimited Group, Inc. (the “Company”) on July 15, 2024 (the “Original Report”) in which the Company reported, among other events, the consummation of the previously-announced acquisitions (the “Acquisitions”) wherein Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”), Resolve Debt, LLC, a Wyoming limited liability company (“Resolve Debt”) and Travl LLC, a Delaware limited liability company (“Travl”, together with Nest Egg and Resolve Debt, the “Subsidiaries”), became the wholly-owned subsidiaries of the Company.This Amendment No. 1 hereby amends the subsections of Item 2.01 identified below and Item 9.01 in the Original Report to include (i) Nest Egg’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.1 to this Current Report on Form 8-K/A; (ii) Resolve Debt’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A; (iii) Travl’s audited consolidated financial statement for the years ended December 31, 2023 and 2022, which is filed as Exhibit 99.3 to this Current Report on Form 8-K/A; (iv) the Company’s unaudited pro forma condensed combined financial information as of June 30, 2024, which is filed as Exhibit 99.4 to this Current Report on Form 8-K/A; and (v) the written consent of Boladale Lawal & Co, the Subsidiaries’ independent registered public accounting firm, which is filed as Exhibit 23.1 to this Current Report on Form 8-K/A.The text of the Original Report is hereby incorporated by reference. This Amendment No. 1 solely amends the subsections of Item 2.01 and 9.01 as identified below, and Item 2.01 and 9.01 of the Original Report otherwise remain unchanged. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Capitalized terms not otherwise defined herein shall have their respective meanings ascribed to them in the Original Report.
Document Period End Date Jul. 15, 2024
Entity File Number 000-56573
Entity Registrant Name AI Unlimited Group, Inc.
Entity Central Index Key 0001932244
Entity Tax Identification Number 88-1455444
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One LEVEL 11
Entity Address, Address Line Two 9255 W. Sunset Blvd.
Entity Address, City or Town West Hollywood
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90069
City Area Code (800)
Local Phone Number 309-5983
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common, par value $0.0001
Trading Symbol LVER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

Lever Global (QB) (USOTC:LVER)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024 Lever Global (QB) 차트를 더 보려면 여기를 클릭.
Lever Global (QB) (USOTC:LVER)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024 Lever Global (QB) 차트를 더 보려면 여기를 클릭.