Current Report Filing (8-k)
29 6월 2023 - 12:28AM
Edgar (US Regulatory)
0001593549
false
0001593549
2023-06-28
2023-06-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): June 28, 2023
LIVENTO
GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-56457 |
|
46-3999052 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
17
State Street, New York, New York 10004
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (980)432-8241
(Former
Name or Former Address, if Changed Since 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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
applicable |
|
Not
applicable |
|
Not
applicable |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
June 22, 2023, the Board of Directors of Livento Group, Inc., a Nevada corporation (the “Company”), in conjunction with the
SEC Comment Letter: Livento Group, Inc. 10-K/A, the Board, and the Company’s auditors, Olayinka Oyebola & Co, determined that
the Company’s December 31, 2021 and December 31, 2022 financial statements in the Company’s previously filled Annual Report
on Form 10-K (collectively, the “2022 Relevant Periods”), should no longer be relied upon.
The
Company determined that there were issues in the Company’s accounting Cash flow statements. They were revised accordingly to show
only cash movements and non-cash transactions are properly disclosed in a narrative format at the bottom of the cash flow.
The
Company has amended the annual report on the Form 10-K for the year ended December 31, 2022 and 2021.
The
Company’s management believes that these misstatements had no impact on the Company’s revenues, or EBITDA for
the 2021, 2022 and 2023 Relevant Periods.
The Company’s Board of Directors has discussed the matters disclosed in this Item 4.02 with Olayinka Oyebola
& Co, the Company’s auditors.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The
following exhibits are furnished with this report:
| Exhibit
No. |
|
Exhibit
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
June 28, 2023
| |
LIVENTO
GROUP, INC. |
| |
|
| |
By: |
/s/
David Stybr |
| |
Name:
|
David
Stybr |
| |
Title: |
Chief
Executive Officer |
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