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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.
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
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
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$0.001 par value, 2,000,000 shares authorized, 200,000 shares issued and outstanding as of December 31, 2023, and 2022 | |
| 200 | | |
| 200 | |
| Accumulated losses | |
| (230,840 | ) | |
| (4,125 | ) |
| Total members’ deficit | |
| (230,640 | ) | |
| (3,925 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND MEMBERS’ DEFICIT | |
| 164,535 | | |
| - | |
See
accompanying notes to the audited financial statements.
NEST
EGG, LLC.
STATEMENTS OF OPERATIONS
(Currency
expressed in United States Dollars (“US$”))
| | |
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.
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
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.
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.
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.
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.
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 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.
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.
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.
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.
Exhibit 99.2
RESOLVE
DEBT LLC.
INDEX
TO FINANCIAL STATEMENTS
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
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.
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.
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
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.
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.
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 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.
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.
Subscription
Revenue
1.
Revenue recognized by amount received from customers for their monthly/yearly app subscription.
This
majorly consists of Usage based Licensing Cost paid to TWILIO.COM & Merchant fees.
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 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.
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.
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.
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.
Exhibit
99.3
TRAVL,
LLC.
INDEX
TO FINANCIAL STATEMENTS
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
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$0.001 par value, 100,000,000 shares authorized, 250,000,000 shares issued and outstanding as of December 31, 2023, and 2022 | |
| 250,000 | | |
| 250,000 | |
| Accumulated losses | |
| (50,800 | ) | |
| (1,940 | ) |
| Total Members’ equity | |
| 199,200 | | |
| 248,060 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | |
| 345,779 | | |
| 265,520 | |
See
accompanying notes to the audited financial statements.
TRAVL,
LLC.
STATEMENTS OF OPERATIONS
(Currency
expressed in United States Dollars (“US$”))
| | |
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.
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
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.
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.
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 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 |
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.
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.
Subscription
Revenue
| 1. | Revenue
recognized by amount received from customers for their monthly/yearly app subscription. |
This
majorly consists of Usage based Licensing Cost paid to TWILIO.COM & Merchant fees.
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 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.
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.
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.
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 $(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.
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
|
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