UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 000-56573
AI UNLIMITED GROUP, INC.
(Exact name of the small business issuer as specified in its charter)
| Delaware | | 88-1455444 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Level 11, 9255 W Sunset Blvd, West Hollywood, CA 90069
(Address of principal executive offices)
(800) 309-5983
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | | AIUG | | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares of Common Stock, $0.0001 par value of the registrant outstanding on November 23, 2024, was 314,225,225.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of Management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
PART I.
Item 1. Financial Statements.
AI UNLIMITED GROUP, INC.
Index to Consolidated Financial Statements
AI UNLIMITED GROUP, INC.
CONSOLIDATED BALANCE SHEETS
| | | September 30, 2024 | | | December 31, 2023 | |
| | | (Unaudited) | | | (Audited) | |
| Assets | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash | | $ | 510,797 | | | $ | 11,012 | |
| Other Receivables | | | 88,278 | | | | - | |
| Financial Receivables | | | 380,699 | | | | - | |
| Prepaid Assets | | | 2,493 | | | | - | |
| Total Current assets | | $ | 982,267 | | | $ | 11,012 | |
| Tangible Assets | | | 404,780 | | | | 514,666 | |
| Intangible Assets | | | 988,984 | | | | 1,035,912 | |
| Purchased Debt | | | 25,705 | | | | - | |
| Total assets | | $ | 2,401,736 | | | $ | 1,561,590 | |
| Liabilities and Stockholders’ Deficit | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | | 56,502 | | | | 255,681 | |
| Stock issuable liability | | | - | | | | 50,000 | |
| Related party loan | | | 302,860 | | | | 313,405 | |
| Loan From Shareholders | | | - | | | | - | |
| Loan | | | - | | | | - | |
| Interest Payables | | | - | | | | 2,823 | |
| Other Liabilities | | | - | | | | - | |
| Total Current liabilities | | | 359,362 | | | | 621,909 | |
| Total liabilities | | | 359,362 | | | | 621,909 | |
| Commitments and Contingencies (Note 9) | | | - | | | | - | |
| Stockholders’ Equity : | | | | | | | | |
| Preferred stock, par value $0.0001, 50,000,000 shares authorized, 5,000,000 issued and outstanding, as of September 30, 2024 and December 31, 2023 | | | 500 | | | | 500 | |
| Common stock, par value $0.0001, 500,000,000 shares authorized; 313,319,980 and 67,617,138 shares issued and outstanding, as of September 30, 2024 and December 31, 2023 | | | 31,332 | | | | 6,758 | |
| Additional paid-in capital | | | 11,168,309 | | | | 5,840,474 | |
| Accumulated deficit | | | (9,157,767 | ) | | | (4,908,051 | ) |
| Total stockholders’ equity | | | 2,042,374 | | | | 939,681 | |
| Total liabilities and stockholders’ equity | | $ | 2,401,736 | | | $ | 1,561,590 | |
See accompanying notes to the financial statements.
AI UNLIMITED GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | |
| | | Three Month Ended | | | Nine Month Ended | |
| | | September 30, 2024 | | | September 30, 2023 | | | September 30, 2024 | | | September 30, 2023 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| Revenues | | | | | | | | | | | | | | | | |
| Portfolio revenue | | | - | | | | - | | | | - | | | | - | |
| Subscription revenue | | $ | - | | | | - | | | | 101 | | | | - | |
| Total revenue | | | - | | | | - | | | | 101 | | | | - | |
| Cost of sales | | | | | | | | | | | | | | | | |
| Technology & software | | | 275,329 | | | | 43,137 | | | | 615,045 | | | | 129,410 | |
| Total cost of sales | | | 275,329 | | | | 43,137 | | | | 615,045 | | | | 129,410 | |
| Gross Profit | | | (275,329 | ) | | | (43,137 | ) | | | (614,944 | ) | | | (129,410 | ) |
| Operating expenses: | | | | | | | | | | | | | | | | |
| General and administrative | | $ | 564,657 | | | | 363,039 | | | | 1,183,160 | | | | 997,225 | |
| Sales and marketing | | | 9,929 | | | | 164,245 | | | | 17,116 | | | | 211,410 | |
| Total operating expenses | | $ | 574,586 | | | | 527,284 | | | | 1,200,276 | | | | 1,208,635 | |
| Operating income (loss) | | $ | (849,915 | ) | | | (570,421 | ) | | | (1,815,220 | ) | | | (1,338,045 | ) |
| Other income (expense): | | | | | | | | | | | | | | | | |
| Other interest income (expense) | | | (22,627 | ) | | | (29,850 | ) | | | (28,984 | ) | | | (57,501 | ) |
| Other income (expense) | | | (1,215,883 | ) | | | (631,220 | ) | | | (1,215,883 | ) | | | (631,220 | ) |
| Total other expense | | $ | (1,238,510 | ) | | | (661,070 | ) | | | (1,244,867 | ) | | | (688,721 | ) |
| Provision (benefit) for income taxes | | | - | | | | - | | | | - | | | | - | |
| Net income (loss ) | | $ | (2,088,425 | ) | | | (1,231,491 | ) | | | (3,060,087 | ) | | | (2,026,766 | ) |
| Net income (loss) per common share, basic and diluted | | $ | (0.01 | ) | | | (0.02 | ) | | | (0.01 | ) | | | (0.03 | ) |
| Weighted average number of common shares outstanding basic and diluted | | | 313,319,980 | | | | 63,713,353 | | | | 313,319,980 | | | | 63,678,466 | |
See accompanying notes to the financial statements.
AI UNLIMITED GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred stock | | | Common stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders’ | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| Fiscal Year Ended September, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, June 30, 2024 | | | 5,000,000 | | | $ | 500 | | | | 63,660,926 | | | $ | 6,366 | | | $ | 3,682,950 | | | $ | (2,727,469 | ) | | $ | 962,347 | |
| Shares Issued for Note Conversion | | | - | | | | | | | | 2,385,424 | | | | 239 | | | | 1,788,830 | | | | - | | | | 1,789,069 | |
| Net Loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,231,491 | ) | | | (1,231,491 | ) |
| Balance, September 30, 2023 | | | 5,000,000 | | | $ | 500 | | | | 66,046,350 | | | $ | 6,605 | | | $ | 5,471,780 | | | $ | (3,958,960 | ) | | $ | 1,519,925 | |
See accompanying notes to the financial statements.
AI UNLIMITED GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
| | | Preferred stock | | | Common stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders’ | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| Fiscal Year Ended September 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, June 30, 2024 | | | 5,000,000 | | | | 500 | | | | 67,650,000 | | | | 28,765 | | | | 7,446,953 | | | | (7,069,342 | ) | | | 406,876 | |
| Balance | | | 5,000,000 | | | | 500 | | | | 67,650,000 | | | | 28,765 | | | | 7,446,953 | | | | (7,069,342 | ) | | | 406,876 | |
| Shares issued for note conversion of $795,000 at conversion price of $0.75 | | | - | | | | | | | | 2,700,299 | | | | 270 | | | | 2,025,224 | | | | - | | | | 2,025,494 | |
| Shares Issued for Note Conversion | | | - | | | | | | | | 2,700,299 | | | | 270 | | | | 2,025,224 | | | | - | | | | 2,025,494 | |
| Shares issued for note conversion of $515,750 at conversion price of par value | | | - | | | | | | | | - | | | | | | | | 515,750 | | | | - | | | | 515,750 | |
| Shares issued for note conversion of $182,669 at conversion price of par value | | | - | | | | | | | | - | | | | | | | | 182,699 | | | | - | | | | 182,699 | |
| Shares issued for $999,980 at price of $0.36 per share | | | - | | | | | | | | 310,619,681 | | | | 2,297 | | | | 997,683 | | | | - | | | | 999,980 | |
| Net Loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,088,425 | ) | | | (2,088,425 | ) |
| Balance, September 30, 2024 | | | 5,000,000 | | | $ | 500 | | | | 313,319,980 | | | $ | 31,332 | | | $ | 11,168,309 | | | $ | (9,157,767 | ) | | $ | 2,042,374 | |
| Balance | | | 5,000,000 | | | $ | 500 | | | | 313,319,980 | | | $ | 31,332 | | | $ | 11,168,309 | | | $ | (9,157,767 | ) | | $ | 2,042,374 | |
See accompanying notes to the financial statements.
AI UNLIMITED GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | |
| | | Fiscal Year Ended | |
| | | September 30, 2024 | | | September 30, 2023 | |
| Net loss | | $ | (3,060,087 | ) | | $ | (2,026,766 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Software amortization | | | 134,839 | | | | - | |
| Common stock issued for services | | | 50,000 | | | | - | |
| Contributed tangible software | | | 518,853 | | | | - | |
| Change in assets and liabilities: | | | | | | | | |
| Stock payable for services | | | (50,000 | ) | | | 129,410 | |
| Accounts payable | | | (199,179 | ) | | | 146,351 | |
| Financial Receivables | | | (380,699 | ) | | | - | |
| Other Liabilities | | | - | | | | - | |
| Other Receivables | | | (179,298 | ) | | | 148,436 | |
| Interest Payables | | | (2,823 | ) | | | (740 | ) |
| Net cash provided by (used in) operating activities | | $ | (3,168,394 | ) | | $ | (1,603,309 | ) |
| Investing Activities: | | | | | | | | |
| Capitalized software | | | (19,469 | ) | | | (199,387 | ) |
| Net cash used in investing activities | | $ | (19,469 | ) | | $ | (199,387 | ) |
| Financing Activities: | | | | | | | | |
| Common stock adjustment, issued (canceled) | | | 999,954 | | | | - | |
| Discount on note conversion | | | 1,198,677 | | | | 630,819 | |
| Purchased Debt | | | (25,705 | ) | | | - | |
| Convertible note settled | | | 1,525,267 | | | | 1,158,250 | |
| Loan From Shareholders | | | - | | | | - | |
| Proceeds from related party loan | | | (10,545 | ) | | | (233,600 | ) |
| Net cash provided by (used in) financing activities | | $ | 3,687,648 | | | $ | 1,555,469 | |
| Net decrease in cash | | | 499,785 | | | | (247,227 | ) |
| Cash at beginning of the period | | | 11,012 | | | | 315,788 | |
| Cash at end of the period | | $ | 510,797 | | | $ | 68,561 | |
| Cash paid for income taxes | | $ | - | | | $ | - | |
| Cash paid for interest | | $ | - | | | $ | - | |
Non - cash investing and financing activities:
| | | | | | | | |
Common stock issued for note conversion | | $ | 2,700,299 | | | $ | 1,789,069 | |
See accompanying notes to the financial statements.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS
AI Unlimited Group, Inc. (the “Company,” “we,” “our,” or “us”) was incorporated in Delaware on March 24, 2022, initially as Lever Global Corporation, and rebranded as AI Unlimited Group, Inc. on July 19, 2024. We are a fintech-driven consumer liabilities and debt management company, with a mission to empower subscribers to achieve financial independence by managing all liabilities and debt obligations in a single, integrated platform.
Our core offering, the Lever App (the “App”), was soft-launched on the iOS App Store in Q3 of fiscal 2022. Lever currently enables users to analyze their student loans and explore qualifying U.S. Department of Education programs for loan relief and enrollment. Subscribers can digitally enroll in these programs, uploading or self-declaring financial information through the App. Once accepted, users can manage their certifications annually for a monthly subscription fee. Lever also offers a “round-up” feature, allowing users to make additional principal payments through small, per-transaction contributions, thereby reducing interest and the loan term.
To enhance Lever’s functionality, we intend to introduce capabilities for subscribers to directly negotiate and refinance credit card and auto loans within the App, connecting with major financial institutions via API. This expansion is part of our 2025 roadmap, in line with our plan to launch on both the App Store and Play Store in fiscal 2024. The goal is to make Lever a comprehensive AI-powered solution that addresses a wide array of consumer debt needs. Following recent legislative changes ending the student loan payment pause, we anticipate significant engagement as we resume subscriptions in Q2 of fiscal 2025.
In addition to Lever, AI Unlimited Group has strategically acquired three other AI-driven platforms, each complementing our broader mission to create a seamless financial and lifestyle ecosystem:
| | ● | Nest Egg Investments LLC (“Nest Egg”): Nest Egg is an AI-powered investment platform that simplifies stock market investing for U.S. and global markets. Utilizing advanced AI, Nest Egg provides personalized investment advice and automated trade options, catering to the growing demand for user-friendly, digital-first investment solutions. Nest Egg is preparing to ramp up its market outreach and introduce additional AI-driven insights, making wealth management accessible and intuitive for all users. |
| | | |
| | ● | Resolve Debt, LLC (“Resolve Debt”): Resolve Debt provides AI-enhanced debt collection and accounts receivable automation solutions, offering an advanced, efficient approach to debt recovery. The platform uses predictive analytics and AI-powered communication tools to improve collections outcomes while focusing on customer experience. Resolve Debt is in advanced negotiations with several potential partners and will be ramping up operations to broaden its client base among financial institutions and debt collection agencies. This expansion will position Resolve Debt as a leader in scalable, customer-centric debt solutions that optimize cash flow and operational efficiency for B2B clients. |
| | | |
| | ● | Travl, LLC (“Travl.App”): Travl.App is an AI-powered travel planning, savings, and booking platform designed to provide a seamless, end-to-end travel experience. Scheduled for a full launch by the end of fiscal 2024, Travl.App will offer features such as AI-driven itinerary planning, flexible payment options, and personalized travel recommendations. A standout addition is the forthcoming “AI Travel Agent” feature, a virtual assistant that guides users through planning, booking, and managing their trips. Travl.App will be ramping up its operations as it prepares to enter the market as the premier AI-driven travel solution, offering users comprehensive support from planning to execution. |
The Company filed a Form 8-A12G on July 25, 2023, to register its securities under Section 12(g) of the Securities Exchange Act of 1934. This registration underscores our commitment to promoting transparency and enabling investors to make well-informed decisions. By adhering to the regulatory requirements set forth by the SEC, we aim to build trust within the investment community as we progress towards our strategic milestones. This step marks a significant move for AI Unlimited Group, as it elevates our visibility among institutional and retail investors alike and aligns with our long-term vision of growth and market presence.
As a development-stage entity, AI Unlimited Group remains focused on establishing and enhancing our core product offerings, particularly the Lever App is designed to revolutionize debt management for consumers by providing an AI-powered platform that simplifies and streamlines the process of managing various liabilities, including student loans. In alignment with the resumption of student loan payments. Lever’s unique value proposition and advanced features are expected to drive strong user adoption, positioning it as a go-to resource for borrowers navigating complex repayment scenarios.
Looking ahead, our objective is to establish AI Unlimited Group as a comprehensive, AI-powered ecosystem that addresses a wide range of consumer financial and lifestyle needs. Through strategic acquisitions like Nest Egg, Resolve Debt, and Travl.App, we are creating a cohesive suite of applications that spans debt management, investment, and travel. Each platform is integrated with state-of-the-art AI technologies, enabling us to deliver a unified, personalized experience across multiple sectors. This holistic approach reflects our commitment to meeting the evolving expectations of modern consumers in a digital-first world.
AI Unlimited Group is positioned to capitalize on emerging opportunities in AI and fintech. Our vision is to provide seamless, data-driven solutions that empower users to manage their finances, travel, and investments with confidence, backed by a company that prioritizes innovation, transparency, and responsible AI deployment. Through our continued growth, we aim to be at the forefront of transforming the digital financial landscape, setting new standards for convenience, efficiency, and customer satisfaction.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
The Company leverages cutting-edge artificial intelligence technology to deliver streamlined financial solutions through an integrated ecosystem of innovative apps. The Company’s current suite of products includes the Lever App, Nest Egg, Travl.App, and Resolve, each of which addresses unique customer needs in debt management, investment, travel planning, and accounts receivable, respectively. Together, these applications form a comprehensive, AI-driven platform aimed at simplifying and optimizing financial decisions, supporting both consumers and businesses. Our strategic approach includes sharing talent and resources across subsidiaries to drive expanded innovation in AI, allowing for cross-collaboration and knowledge transfer among top developers, data scientists, and financial technology experts.
Lever App: Empowering Debt Management and Financial Independence
The Lever App is designed to assist subscribers with managing and resolving liabilities such as student loans, credit cards, and other consumer debts. By providing ongoing education and personalized recommendations, the app enables users to make well-informed choices about loan refinancing, enrollments, and payments. The app’s features include federal loan program prequalification and enrollment, access to credit scores, and other capabilities that facilitate comprehensive debt management. Initially focused on student debt holders in the United States, the Lever App is particularly advantageous for those seeking to navigate complex loan repayment options without the hassle of traditional servicers. With direct connections to the Department of Education via APIs, the app can provide optimal loan terms, allowing users to save time and money while maintaining control over their finances.
Core Features:
| ● | Budget and Spending Insights: Personalized guidelines for managing liabilities in alignment with the user’s financial goals. |
| ● | Flexible Payment Strategies: Payment round-ups and additional repayment recommendations to help reduce interest over time. |
| ● | Student Aid Matching: Instant access to Student Aid and other federal programs through a simplified, four-step enrollment process. |
| ● | Credit Score Tracking: Integrated credit monitoring using open banking protocols. |
Nest Egg: Simplified Investment Strategies and Personalized Financial Growth
Nest Egg is an AI-powered investment platform focused on helping users grow their wealth through accessible, future-focused tools for the U.S. and global stock markets. Nest Egg simplifies investment decision-making by offering tailored strategies that align with individual financial goals, automating the planning and execution of stock market investments. Through advanced AI algorithms, Nest Egg provides personalized investment advice, making it ideal for users seeking an efficient, digital-first approach to portfolio management. The app enables users to automate trades, set customized alerts, and receive real-time insights based on market trends and behavioral analysis.
Core Features:
| ● | Automated Trading: AI-powered recommendations for seamless portfolio management. |
| ● | Personalized Investment Advice: Tailored strategies based on market data, user preferences, and risk tolerance. |
| ● | Real-Time Market Insights: Updates and predictions that guide investment decisions. |
Travl.App: Comprehensive AI-Powered Travel Planning and Management
Travl.App revolutionizes travel by providing an AI-enhanced platform that simplifies planning, budgeting, booking, and itinerary management. With features designed to handle all aspects of the travel experience, Travl.App is the first of its kind to integrate AI across planning, saving, and booking functionalities. Travl.App enables users to explore destinations, book flights and accommodations, and save funds specifically for travel purposes. A forthcoming AI-powered “Travel Agent” will offer a concierge-like experience, providing users with intelligent, personalized recommendations and real-time adjustments to their itineraries. The app’s robust digital wallet and budget management tools also allow users to manage their travel finances with ease, making dream vacations more achievable.
Core Features:
| ● | AI Travel Agent: Personalized recommendations for destinations, activities, and travel arrangements based on user preferences. |
| ● | Flexible Payment and Savings Options: The digital wallet allows for efficient budgeting and saving toward travel goals. |
| ● | Booking and Itinerary Management: All-in-one platform for booking flights, accommodations, and local experiences. |
Resolve: AI-Driven Debt Collection and Receivables Automation
Resolve offers advanced AI-driven solutions for debt collection and accounts receivable automation, catering to financial institutions and businesses looking to optimize cash flow and enhance operational efficiency. The platform uses AI models for predictive analytics, customer sentiment analysis, and intelligent automation, improving debt recovery rates and making the collections process more customer-centric. Resolve’s technology enables businesses to anticipate customer behaviors and tailor engagement strategies, resulting in improved recovery outcomes. Resolve is currently in advanced negotiations with major partners in the financial sector to expand its reach and enhance its service offerings.
Core Features:
| ● | Predictive Analytics: AI-driven insights to optimize recovery rates and predict payment behavior. |
| ● | Customer-Centric Engagement: Sentiment analysis and AI-powered automation to foster a respectful, efficient collections process. |
| ● | Scalable Solution for B2B Applications: Tailored capabilities for financial institutions and companies with high-volume receivables. |
Collaborative Innovation Across Subsidiaries
By pooling resources and expertise across all platforms, AI Unlimited Group fosters a collaborative environment where the innovation potential of AI is fully harnessed. Our team of developers, product managers, and AI experts work seamlessly across the Company’s subsidiaries, enabling shared advancements in AI technology that drive continuous improvement in each app’s functionality. This cross-company synergy allows us to:
| ● | Accelerate Feature Development: Rapidly implement new AI models and features that enhance user experience across multiple platforms. |
| ● | Create Interconnected User Journeys: Provide a cohesive experience for users who interact with multiple apps, with tailored solutions in debt management, investment, and travel. |
| ● | Optimize Resource Allocation: Use shared talent and data infrastructure to advance our AI capabilities while maintaining efficiency and focus. |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Strategic Roadmap
As we move forward, AI Unlimited Group aims to broaden the impact of each subsidiary by scaling services, expanding market reach, and deepening AI-driven capabilities. Specific goals include:
| ● | Lever App: Ramp up efforts around student debt repayment in response to renewed repayment requirements in 2025, while exploring options for credit card and refinancing tools. |
| ● | Nest Egg: Expand AI-driven financial coaching to cater to a wider demographic of retail investors. |
| ● | Travl.App: Prepare for a full-scale launch with an enhanced AI Travel Agent and seamless booking capabilities by the end of fiscal 2024. |
| ● | Resolve: Finalize partnerships to strengthen its position in the B2B receivables automation market and broaden client acquisition. |
With these initiatives, AI Unlimited Group is positioning itself to become a comprehensive, AI-powered platform that caters to diverse financial and lifestyle needs.
Business Strategy
As part of AI Unlimited Group’s innovative incubator model, we are dedicated to advancing each of our AI-powered applications—Lever App, Nest Egg, Travl, and Resolve—to meet the unique needs of consumers and businesses. Our strategy emphasizes developing cutting-edge solutions across fintech, investment, travel, and debt management, leveraging shared resources and AI expertise to accelerate growth and maximize market impact. The following growth strategies are fundamental to our vision:
| ● | Product Completion and Launches: We launched version 1 of our core apps with a soft rollout in Q3 of fiscal 2024 and have since expanded features and optimized performance. We anticipate public releases and increased functionality across our apps by Q2 of fiscal 2025. |
| ● | Multi-Channel Subscriber Acquisition: Each app will grow its user base through robust digital and traditional marketing strategies. By focusing on targeted and data-driven campaigns, we aim to drive subscriber acquisition while maximizing cost efficiency across our product suite. |
| ● | Enhanced Financial and Lifestyle Solutions: We are committed to continuously refining our core applications, like the Lever App, which serves student debt holders, and introducing broader features across Nest Egg for investment strategies, Travl for AI-powered travel experiences, and Resolve for streamlined debt collections, offering holistic solutions for consumers and small businesses alike. |
| ● | Enterprise and Partner Expansion: Growth will be further fueled by enterprise partnerships, employer-based programs, and integration with educational, financial, and corporate entities. We are actively pursuing collaborations to support market expansion and enhance our value proposition. |
| ● | Cutting-Edge AI and Machine Learning Capabilities: Our software development team focuses on disruptive machine learning and AI technologies to deliver highly personalized and data-driven recommendations, ensuring continued subscriber engagement and satisfaction across all products. |
| ● | Strategic Acquisitions and Partnerships: AI Unlimited Group will look to acquire synergistic businesses and form alliances that drive user growth, expand our technology base, and integrate complementary tools to further enhance our value offering. |
| ● | Global Market Reach and Product Diversification: As we expand, we will identify and enter high-growth markets for each app’s core service area, from travel planning and investment to debt management. Lever, for instance, is exploring additional consumer debt solutions like credit card and auto loan refinancing, while Nest Egg and Travl expand into global investment and travel markets. |
With the recent resumption of student loan repayments, the Lever App is well-positioned to support the nearly 43 million Americans resuming payments after forbearance. Lever’s AI-powered platform provides solutions tailored to manage, automate, and simplify student loan repayments, addressing this urgent market need. This includes refining user interfaces and providing tools to allow seamless navigation of complex debt obligations.
AI Unlimited Group anticipates maintaining a customer acquisition cost (CAC) of approximately $30 per user, with user subscriptions priced at $79.99 annually across applicable apps. This pricing model generates an anticipated lifetime value over ten years, solidifying a steady revenue stream. We have budgeted $150,000 monthly to support marketing and sales initiatives, aiming for consistent onboarding of around 5,000 new user subscriptions per month across the company’s ecosystem.
Through our incubator approach, we unify these apps under a cohesive, AI-powered platform, creating a multi-faceted, user-friendly experience that addresses critical financial and lifestyle needs. Our integrated strategy ensures that each app is positioned to leverage shared technological and operational resources, fostering innovation, scalability, and market leadership in a digital-first, AI-enhanced landscape.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Marketing and Sales
AI Unlimited Group (AIUG) is strategically focused on scaling its portfolio of apps, including Nest Egg, Travl.App, Lever, and Resolve, by executing a multi-channel marketing approach designed to build a robust user base and enhance brand loyalty. Our marketing strategy is a blend of innovative digital initiatives and proven traditional tactics, all aimed at providing an omnichannel customer experience.
Integrated Marketing Strategy Our primary objective is to expand our paid customer base through a combination of targeted digital marketing, community engagement, and selective partnerships. We recognize that modern consumers require a personalized approach, and our strategy is to offer both broad and tailored solutions that resonate with each app’s target audience. By collaborating with Bolis Media, a global media powerhouse with a publishing network reaching over 120 million followers and partnerships that extend its reach to 2.5 billion, we aim to amplify our presence across multiple platforms effectively.
Digital Marketing AIUG’s digital marketing efforts encompass a diverse set of channels, including:
| ● | Search Engine Optimization (SEO): Driving organic traffic by optimizing content for search engines, particularly around financial and travel-related keywords. |
| ● | Content Marketing: Leveraging educational blogs, targeted email campaigns, and influencer partnerships to build credibility and drive engagement. |
| ● | Social Media: Engaging with high-profile influencers and celebrities to increase visibility across platforms like Instagram, Twitter, TikTok, and LinkedIn, with Bolis Media managing the social media strategy for each app. Social campaigns will include content crafted by creators in finance, travel, student loans, and debt collection fields, tailored to each app’s unique audience. |
Traditional Marketing Initiatives While digital channels provide scalability, traditional marketing avenues such as conferences, trade shows, and direct meetings with potential subscribers add a personal touch that builds deeper connections:
| ● | Event Participation: Our management team actively participates in industry conferences and expos, delivering presentations and connecting directly with potential users and partners. |
| ● | Campus Outreach: We have established partnerships with educational institutions across key states, engaging recent graduates with in-person workshops and digital campaigns. |
| ● | Community Engagement: By targeting areas with high student debt or travel interest, like California, Texas, and Washington, our traditional marketing efforts extend our reach and solidify our brand presence. |
Geo-Targeted Strategies AIUG’s marketing efforts are tailored to regional nuances and demographics:
| ● | California: Targeting tech-savvy graduates and financial influencers, we focus on institutions like UCLA and Stanford. |
| ● | Texas: Leveraging the state’s large student population and economic growth, we focus on institutions like UTSA and San Antonio College. |
| ● | Washington, D.C.: Positioned as the highest student debt region, our strategy includes aligning with policymakers and hosting webinars to address student loan complexities. |
Official Launch and Initial Rollout The Lever App’s official public launch was Q2 fiscal 2025, with a planned promotional push across both digital and traditional channels. As part of our go-to-market strategy, we will employ billboards, video-on-demand ads, and event sponsorships on university campuses to drive downloads. In addition, AIUG will introduce the Travl Coin for Travl.App, scheduled for launch in 2025, which will allow users to buy, save, and spend within the app ecosystem, enhancing customer loyalty and engagement.
Bolis Media Partnership and Budget Allocation In collaboration with Bolis Media, AIUG has allocated a six-month marketing budget to enhance visibility across all apps:
| ● | Content Production and Media Placement: Bolis Media will handle content creation, media activations, and influencer partnerships, providing each app with curated and impactful media presence. |
| ● | Paid Ad Budget: Allocated equally across apps, with dynamic reallocation based on performance metrics monitored by Bolis Media. |
| ● | Performance Tracking: Bolis Media’s analytics team will continuously monitor results, enabling real-time adjustments for optimized reach and engagement. |
Customer Acquisition and Retention AIUG’s estimated customer acquisition cost (CAC) is set at around $30 per user, with an expected average subscription duration of 10 years per user, providing significant lifetime value. Given the recent changes in data privacy laws (e.g., iOS 14 privacy updates), we anticipate a 30% increase in CAC, which has been accounted for in our marketing budget. To offset these challenges, AIUG is focused on in-depth customer journey mapping to improve conversion rates and user retention across all apps.
In-House and External Resource Sharing By centralizing resources and expertise across all AIUG apps, our in-house development and marketing teams collaborate to foster innovation. Shared talent and resources across Lever, Nest Egg, Travl.App, and Resolve ensure consistent growth and product evolution, while minimizing redundancy in R&D and marketing costs. This approach strengthens AIUG’s position as a holistic AI incubator, capable of scaling across diverse sectors from finance to travel and debt management.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Business Strategy and Regional Focus
The Company is dedicated to addressing the complexities of student loan management in the U.S., a challenge that impacts millions. Our initial regional focus on San Antonio, California, and Washington, D.C., is strategically informed by the unique financial landscapes and high concentrations of student debt in these areas. San Antonio’s large population of loan forgiveness applicants, California’s significant combined student debt, and Washington, D.C.’s distinction as the region with the nation’s highest average student debt underscore the urgent demand for our solutions.
For Q1 2025, the Company anticipates a surge in user engagement driven by the resumption of student loan interest, the recent equity capital raise, and targeted marketing initiatives. In San Antonio, a close-knit community is expected to facilitate rapid word-of-mouth spread. In California, with its vast student population, we project the highest user acquisition. Washington, D.C., with its policy-driven environment, is anticipated to attract users seeking informed and structured loan management solutions.
Projected Consolidation and Expansion Phases
As we move into Q4 2024, the Company anticipates transitioning from an acquisition to a consolidation phase. Following the momentum from Q4 campaigns, we expect stable user engagement and app utilization, particularly in California, where the tech-savvy population is likely to lead in interaction metrics. San Antonio and Washington, D.C., are projected to show steady growth in active usage.
With a robust borrower base exceeding 400,000 in these regions, our marketing campaigns are designed to drive retention and app enhancements through direct user feedback. San Antonio is expected to have the highest retention rates, California to see increased referrals, and Washington, D.C., to yield insights into policy advocacy and partnership opportunities.
Scaling Beyond Core Regions
Beyond the initial phases, our goal is to solidify our position in these states and utilize the successes as a template for national expansion. Our aim is to make AI Unlimited Group synonymous with effective student loan management, offering tailored solutions for every American student and graduate.
Expanded Ecosystem of Apps and Services
The Company’s ecosystem also includes additional apps designed to address various aspects of personal finance and lifestyle management:
| ● | Resolve Debt: Resolve is positioned to be a key player in the B2B market with advanced negotiations underway with potential strategic partners. This AI-powered platform offers innovative solutions for debt collection and accounts receivable automation, designed for financial institutions and businesses looking to streamline collections operations and enhance customer experience. With the AI-driven technology that includes predictive analytics and sentiment analysis, Resolve optimizes recovery rates while focusing on customer-centric engagement. |
| ● | Travl.App: Currently in beta, Travl App is set to transition into full-scale launch by late 2024. This AI-powered platform enhances the travel planning experience by offering users intelligent itinerary planning, budget management, and an integrated digital wallet to save for trips. Travl App will also introduce an AI-driven ‘Travel Agent’ feature to provide personalized travel recommendations and real-time booking capabilities. By 2025, Travl App plans to launch a proprietary TRAVL Coin, enabling users to manage and spend funds seamlessly within the app. |
| ● | Nest Egg: Nest Egg is gearing up for expanded operational exercises, preparing to meet increasing demand in the digital investment space. This platform uses AI to deliver customized investment strategies, making it easier for users to discover, plan, and automate their investments. Nest Egg’s AI capabilities support users in navigating both U.S. and global stock markets, meeting the growing demand for user-friendly, digital-first financial tools. |
Industry and Competitive Analysis
The U.S. student loan market, totaling approximately $1.75 trillion in debt, represents the second-largest form of consumer debt after mortgages. Student loans are primarily disbursed by the federal government, constituting 92% of total student debt, with private lenders holding the remaining 8%. The average borrower debt is estimated at $28,950, with parent PLUS loans averaging $28,778. This vast landscape highlights the Company’s opportunity to support the nearly 43.4 million borrowers navigating repayment options and debt management.
In response to market dynamics and regulatory developments, the Company’s comprehensive solutions provide borrowers with intelligent tools to manage repayments effectively. For users who may struggle to meet monthly obligations, public loan programs offer deferment and forbearance options, while private loans generally allow payment postponements with accrued interest.
As part of our AI Unlimited Group Incubator, all apps leverage shared talent and resources to drive continuous innovation. This collaborative approach allows us to create scalable AI-driven solutions that meet evolving consumer demands across debt management, investment, and travel planning.
Our vision for AI Unlimited Group is to be a comprehensive, AI-powered platform offering seamless solutions that meet the diverse needs of modern consumers. By focusing on strategic growth in targeted regions, leveraging a multi-faceted ecosystem of apps, and expanding our reach through innovative AI applications, we are positioned to lead in providing tailored financial, travel, and investment solutions.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
The US Government paused federal student loan repayments and interest during the pandemic throughout 2021 and extended it into the fall of 2022. Despite the freeze, student loan balances still increased as newer loans entered repayment, despite no current payment due on most loans.
Status of Student Loan Default (5)
Student loan default happens after a missed payment period after approximately 270 days (or nine months) past due. Private student loans typically default after three missed payments (typically three months). Still, according to the lender’s terms and conditions, it can happen after one missed payment. Around 9.7% of student loan borrowers default after entering repayment within a couple of years.
Student Loan Forgiveness Options
The US Government provides several student loan forgiveness options and plans, including but not limited to:
| | ● | Public Service Loan Forgiveness (PSLF) or PSLF Waiver– forgives the remaining balance on your Direct Loans after making 120 qualifying monthly payments under a qualifying repayment plan while working full-time for a qualifying employer. |
| | | |
| | ● | Income-driven repayment forgiveness – sets your monthly student loan payment at an amount intended to be affordable based on your income and family size. |
| | | |
| | ● | Borrower defense to repayment – if the school misled or engaged in other misconduct in violation of certain state laws, the student borrower might be eligible for “borrower defense to loan repayment,” to the discharge of some or all of federal student loan debt, and |
| | | |
| | ● | Free Application for Federal Student Aid, known as the FAFSA – is the application for financial aid completed by current and prospective college students in the United States to determine their eligibility for student financial aid. |
We believe the personal debt management industry is highly fragmented and diversified, with several large and small companies offering various debt management solutions. Our direct and indirect competition includes but is not limited to HR benefits platforms, round-up saving and investing apps, personal finance and credit bureau platforms, personal finance educational tools, and other personal debt management companies. General financial content providers may also be considered indirect competition. Our target market is student loan borrowers looking to better their financial future by paying their loans and saving money. We offer a unique solution catered to student loan management in the most comprehensive and user-friendly way for the borrower and the servicer.
The U.S. Government paused federal student loan repayments and interest accrual during the COVID-19 pandemic, with extensions lasting into the fall of 2022. Despite this temporary relief, student loan balances continued to grow as new loans entered repayment, and interest continued to accrue on private loans and some federal loans. Currently, student loan debt impacts approximately 43 million borrowers, totaling over $1.75 trillion, underscoring the need for effective and user-friendly debt management solutions.
Student Loan Default Status
Student loan default generally occurs after a borrower misses payments for about 270 days (nine months) for federal loans, while private student loans may default after three missed payments, depending on the lender’s terms. Around 9.7% of student loan borrowers are expected to default after entering repayment within the first few years, creating an urgent need for innovative tools to help borrowers stay on track with payments and avoid penalties.
Student Loan Forgiveness Options
Several student loan forgiveness and relief options exist for eligible borrowers, including:
| ● | Public Service Loan Forgiveness (PSLF) – Forgives the remaining balance on Direct Loans after 120 qualifying monthly payments while working full-time for a qualifying employer. |
| ● | Income-Driven Repayment Forgiveness – Sets monthly payments based on income and family size to ensure affordability. |
| ● | Borrower Defense to Repayment – Provides loan forgiveness if the school misled the borrower or engaged in misconduct. |
| ● | Free Application for Federal Student Aid (FAFSA) – A federal aid application that helps determine financial aid eligibility for current and prospective students. |
Company Platforms and Market Position
Lever App
Lever App is designed as an all-encompassing tool for managing student loan obligations, making it easy for users to track, enroll, and manage federal programs and repayment plans. As the demand for student loan management grows, especially with federal repayment resumption, Lever App is poised to become a critical resource for borrowers seeking a comprehensive and user-friendly approach to debt management.
Travl App
Travl App is transforming travel planning and budgeting through its AI-powered platform, which includes personalized itinerary planning, budgeting tools, and an AI ‘Travel Agent’ feature. Set to launch fully in late 2024 after a successful beta phase, Travl App also plans to introduce TRAVL Coin, enabling users to manage funds for travel bookings directly within the app. The global travel industry represents a market of over $9 trillion, creating significant growth opportunities as we expand the app’s AI capabilities to simplify and personalize the entire travel experience.
Nest Egg Investments
Nest Egg Investments leverages AI to simplify investment strategies, providing users with tailored portfolios and automated trading based on individual financial goals. As more individuals seek intuitive, AI-driven investment tools, Nest Egg’s focus on personalized, data-driven advice aligns with market demands. Nest Egg is designed to tap into the growing global investment market, which is valued at trillions of dollars and continues to grow as more consumers turn to digital investment solutions.
Resolve Debt
Resolve is our AI-powered platform for debt collection and accounts receivable automation, catering to financial institutions and businesses needing efficient and customer-centric debt recovery solutions. With advanced capabilities in predictive analytics and AI-driven sentiment analysis, Resolve optimizes debt recovery rates while maintaining a positive borrower experience. The debt collection and accounts receivable industry in the U.S. is estimated at $21 billion, positioning Resolve to make a strong impact as the demand for automated, scalable debt collection solutions increases.
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Market Landscape and Competitive Position
Our industry is marked by active mergers and acquisitions, with large, well-capitalized companies acquiring digital debt management and fintech platforms to enhance their offerings. Notable examples include LendingTree’s acquisition of Student Loan Hero in 2018 and Acorns’ acquisition of AI startup Pillar in 2021. These moves underscore the attractiveness of debt management solutions in the current market.
Our comprehensive suite of AI-driven platforms—spanning debt management, travel, and investment—positions AI Unlimited Group uniquely in the competitive landscape. We aim to serve high-value, high-potential customers through tailored digital experiences that meet a diverse range of financial and lifestyle needs.
By leveraging shared talent and resources across Travl App, Nest Egg Investments, Resolve, and Lever, we are creating a collaborative ecosystem that fosters innovation and drives growth across multiple verticals. Our aim is to make AI Unlimited Group the preferred platform for users seeking intelligent, AI-powered solutions for financial empowerment and lifestyle enhancement.
Our industry is active in mergers and acquisitions of digital debt management software companies by large and well-capitalized companies looking for complementary services. For example, in July 2018, LendingTree, Inc. (NASDAQ: TREE) announced today that it had entered into a definitive agreement to acquire Student Loan Hero, Inc.(6), a personal finance website dedicated to helping student loan borrowers manage their student debt. In April 2021, Acorns, the Californian investment and savings app, landed its second acquisition of 2021 with artificial intelligence (AI) start-up Pillar (7).
According to the Harvard Kennedy School report (8), the fintech industry deals with the dangers of potential misuse and abuse of consumer data. This includes but is not limited to the loss of privacy, violation of data security, increasing risks of fraud and scams, unfair and discriminatory uses of data and data analytics against rules and regulations, uses of data that are non-transparent to both consumers and regulators; harmful manipulation of consumer behavior; and risks that tech firms entering the financial or financial regulatory space will lack adequate knowledge, operational effectiveness, and stability.
The student loan forgiveness debate has entered the national conversation. White House officials plan to cancel $10,000 in student debt per borrower after months of internal deliberations over structuring loan forgiveness for tens of millions of Americans. According to the Committee for a Responsible Federal Budget, a nonpartisan think tank, wiping out $10,000 of debt per borrower could cost roughly $230 billion.
The Company firmly believes that the student loan industry will continue to be the fastest-growing source of debt for United States households. Student loans are now the largest source of unsecured debt in the United States. They have become a financial industry, especially with its secondary market and student loan asset-backed securities.
(5) Federal Student Aid September 2020
(6) PRNewswire, July 2018.
(7) Fintech Futures, April 2021.
(8)M-RCBG Associate Working Paper, Harvard Kennedy School, June 2020.
Board of Directors
As of September 30, 2024, the Company appointed Trent McKendrick as the Executive Chairman and Director. The Company currently has one executive director.
Russia-Ukraine Conflict
The geopolitical situation in Eastern Europe intensified on February 24, 2022, with the Russian invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. As of the date of this filing, there has been no disruption in our operations.
Rounding Error
Due to rounding, numbers presented in the financial statements for the period ending from inception to March 31, 2023, and throughout the report may not add up precisely to the totals provided, and percentages may not exactly reflect the absolute figures.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company. We have eliminated all intercompany balances and transactions. The Company has prepared consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency).
The Company has a wholly-owned subsidiary, Lever Technology, Inc. (“Lever Technology”), a California corporation. There are no operating activities for Lever Technology. In addition, on July 10, 2024 the Company entered into certain exchange agreements, with 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”). Pursuant to the exchange agreements, Nest Egg, Resolve and Travl became the wholly-owned subsidiary of the Company. Nest Egg is an investment platform powered by artificial intelligence (“AI”) with a focus on investing in the US and global stock markets using future-focused investment tools. It is designed to simplify investment strategies, making it easier for users to discover, plan, and automate their stock market investments. Nest Egg leverages advanced AI technology to provide personalized investment advice and automate trades, addressing the growing demand for user-friendly, digital-first financial solutions.
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.
Travl.App by Travl, LLC 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 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.
Consolidated Financial Statement Preparation and Use of Estimates
The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires Management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and software development costs, and the recoverability of tangible assets with finite lives and other long-lived assets.
Actual results could materially differ from these estimates.
Cash and Cash Equivalents
Total cash and cash equivalents include cash on hand, deposits held with banks, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances did not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2024. On September 30, 2024, and December 31, 2023, the Company had $510,797 and $11,012 cash and cash equivalent held at the financial institution.
Sales, Marketing, and Advertising
The Company recognizes sales, marketing, and advertising expenses when incurred.
The Company incurred $17,116 and $211,410 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months ending September 30, 2024, and 2023. The sales and marketing cost mainly included costs for the engagement of celebrities, cash and stock-based compensation for marketing consultants, SEO marketing, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 1.43% and 17.49% of the total expenses for the nine months ending September 30, 2024, and 2023.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentrations of Credit Risk
Cash
Total cash and cash equivalents include cash on hand, deposits held with banks, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. The balances exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2024. On September 30, 2024, and December 31, 2023, the Company had $510,797 and $11,012 cash and cash equivalent held at the financial institution.
Research and Development (R and D) Cost
The Company acknowledges that future benefits from research and development (R and D) are uncertain. It cannot capitalize all the R and D. The GAAP accounting standards require us to expense all research and development expenditures as incurred. There were no R and D expenditures for the nine months ending September 30, 2024 and 2023.
Legal Proceedings
The Company discloses a loss contingency if at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable and the amount can be reasonably estimated. The Company can reasonably estimate a range of loss with no best estimate; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company is currently not involved in any litigation.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for recoverability whenever events or circumstances change to indicate that the carrying amounts may not be recoverable. An impairment charge is recognized for the amount if and when the asset’s carrying value exceeds the fair value. There are no impairment charges for the nine months period ending September 30, 2024 and 2023.
Provision for Income Taxes
The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year.
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the operations’ consolidated statements. The Company’s Management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Contributed Software Code
At the inception, Lever Holdings provided the working base source code for the launch of the Company, valued at $772,000, as the contributed tangible software. The Company estimated the value of the source code using the cost approach as the related party contributed to it. The Company attributed 100% value to the cost approach, closest to the actual value of developing the source code.
Software Development Costs
By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technical feasibility, if significant. Using the straight-line amortization method over the application software’s estimated useful life, we amortize the capitalized software development costs.
The Company established the technical feasibility of the Lever App’s design specifications for the US market in 2022. By the end of March 31, 2022, the Company completed the activities (planning, designing, coding, and testing) necessary to establish that it can launch and market the App. The Company is revising the user interface and building additional features to better the App for official public launch in the fourth quarter of fiscal 2022.
The Company estimates the useful life of the software to be three (3) years. Amortization expense were $134,839 and $129,410 for the nine months ending in September 30, 2024, and 2023, and the Company classifies such costs as software amortization costs.
Capitalized Software Costs
At September 30, 2024, the gross capitalized software assets were $1,507,837. At the end of September 30, 2024, accumulated software amortization expenses were $518,853. As a result, the unamortized balance of capitalized software on September 30, 2024, was $988,984.
At December 31, 2023, the gross capitalized software assets were $1,180,909. At the end of December 31, 2023, accumulated software amortization expenses were $189,926. As a result, the unamortized balance of capitalized software on December 31, 2023, was $993,984.
The Company launched version 1 of the App in August 2022. As a result, we are amortizing the gross capitalized cost as an amortization expense, which the Company classifies as such.
Foreign Currency Translation and Re-measurement
The Company translates its foreign operations to US dollars following ASC 830, “Foreign Currency Matters.”
We have translated the local currency of ADS, the Australian Dollar (“AUD”), into US$1.00 at the following exchange rates for the respective dates:
The exchange rate at the reporting end date:
SCHEDULE OF FOREIGN EXCHANGE RATES
| | | September 30,
2024 | |
| USD: AUD | | $ | 1.4454 | |
Average exchange rate for the period:
| | | January 1, 2024 to
September 30, 2024 | |
| USD: AUD | | $ | 1.5091 | |
The Company related party transactions were in AUD, and its reporting currency is the US dollar.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company translates its records into USD as follows:
| | ● | Assets and liabilities at the rate of exchange in effect at the balance sheet date |
| | | |
| | ● | Equities at the historical rate |
| | | |
| | ● | Revenue and expense items at the average rate of exchange prevailing during the period |
Fair Value
The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values:
Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value.
Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value.
Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset.
The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs for valuation techniques:
| Level I | | Level 2 | | Level 3 |
| Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. | | Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income. | | Level 3 is an unobservable input. It may include the Company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. |
Lever Holdings provided the working base source code for the launch of the Company, valued at $758,316 as the contributed tangible software. The Company estimated the value of the source code using the cost approach as the related party contributed it. The Company attributed 100% value to the cost approach, closest to the actual value of developing the source code.
Basic and Diluted Loss per Share
The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2024, the Company had 313,319,980 basic and dilutive shares issued and outstanding, respectively.
During the nine months ending September 30, 2024, and 2023, common stock equivalents were anti-dilutive due to a net loss. Hence, they are not considered in the computation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers 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. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted.
The Company adopted the ASU 2018-13 as of March 24, 2022. The Company used the Level 1I and II Fair Market Measurement to record, at cost, source code as tangible assets valued at $758,316. We evaluate contributed tangible software for impairment at least annually to confirm if the carrying amount of contributed tangible software exceeds their fair value. The contributed tangible software primarily consists of the source code of the Lever Debt App, fundamental testing of the App in a similar market, and a relationship with the software development and marketing team. We use various qualitative or quantitative methods for these impairment tests to estimate the fair value of our contributed tangible software. If the fair value is less than its carrying value, we would recognize an impairment charge for the difference. The Company did not record impairment for March 31, 2023.
ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by Management to have a material impact on the Company’s present or future consolidated financial statements.
NOTE 3. GOING CONCERN
The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. On September 30, 2024, and December 31, 2023, the accumulated deficit was $9,157,767 and $4,908,051, there was a working capital deficit for December 31, 2023 amounting to $610,897.
There was a limited revenue for the nine months ending September 30, 2024, and 2023. As of September 30, 2024, and December 31, 2023, the Company had $510,797 and $11,012 cash on hand. The Management believes that cash on hand may not be sufficient for the Company to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following December 31, 2023. From inception to September 30, 2024, the Company did not earn any significant revenues. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies.
Management has considered various factors in evaluating the Company’s sustainability and the ability to manage obligations due within a year. Management has considered general economic conditions, key industry metrics, operating results, capital expenditures, commitments, and future obligations and liquidity. If there is a delay in generating significant revenues by the end of December 31, 2024, the Company will require capital infusion from new and existing investors, streamlining operating costs, and evaluating new business strategies to enhance cash flow from operations.
The Management expects that it will need to raise significant additional capital to accomplish its growth plan over the next twelve (12) months. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms such as financing and capital might be available.
The Company’s ability to continue as a going concern may depend on the Management’s plans discussed below. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
To the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or issuance of debt.
The Management intends to continue enhancing its revenue from its Lever App subscription model, which it expects to launch in the second quarter of fiscal 2024. In the meantime, the Company expects to raise funds through private placement offerings and debt financing. See Note 8 for Notes Payable. As the Company increases its subscription base in the United States, it intends to acquire long-lived assets to provide a future economic benefit beyond fiscal 2024.
NOTE 4. RELATED PARTY TRANSACTIONS
Note 1: Lever Holdings 500K Notes Payable ($500,000)
Lever Holdings provided seed capital to Lever Technology Inc. for $500,000 to start App in the United States. Lever Holdings provided the working base source code for the launch of the Company, valued at $758,316 as the contributed tangible software. The Company estimated the value of the source code using the income and cost approach. The Company attributed 90% of its value to the cost approach, closest to the actual value of developing the source code.
On March 31, 2022, the Company converted all the outstanding notes into common stock by issuing 20,166,042 common stock valued at $0.0248 per share to Lever Holdings. On May 31, 2022, the Lever Holdings Note balance was zero.
As a result of this conversion, Niloc Capital Pty Ltd. (“Niloc Capital”), an entity owned by Mr. McKendrick, received 7,500,000 common stock of the Company and founding shares of common and preferred stock. Niloc Capital transferred 220,000 shares to a software developer. Mr. Copulos received 9,177,438 common stock from the conversion through his four entities.
As of September 30, 2024, Mr. Copulos has funded the Company since its inception for $3.43 million. Mr. Copulos currently owns 36,074,708 common stock of the Company, representing 53.61% of issued and outstanding common stock of the Company as of September 30, 2024. Mr. Copulos received these shares from the note conversion and for cash consideration.
NOTE 5. NOTES PAYABLE – RELATED PARTY
Note 2: Citywest 150K Notes Payable ($150,000)
On December 21, 2022, the Company borrowed $150,000 at a 10% interest rate due on December 21, 2023, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 350,000 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 350,000 Shares. In case of IPO, the note is convertible into Common Stock to up to $150,000, at the IPO price per Share less 25% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 350,000 shares of common stock as a full settlement of the outstanding note.
NOTE 5. NOTES PAYABLE – RELATED PARTY (continued)
Note 2: Eyeon 150K Notes Payable ($150,000)
On December 21, 2022, the Company borrowed $150,000 at a 10% interest rate due on December 21, 2023, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 350,000 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 350,000 Shares. In case of IPO, the note is convertible into Common Stock to up to $150,000, at the IPO price per Share less 25% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 350,000 shares of common stock as a full settlement of the outstanding note.
Note 3: Citywest 100K Notes Payable ($100,000)
On March 29, 2023, the Company borrowed $100,000 at a 15% interest rate due on March 31, 2024, from Citywest Corp Pty Ltd ATF Copulas (Sunshine) Unit Trust (Citywest), directly benefiting Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, where the Company must repay the Loan from June 1, 2023, the borrower, following a repayment schedule or at Citywest’s discretion convert the outstanding balance into equity at a 35% discount to sale or acquisition should the company undertake a liquidity event.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 220,808 shares of common stock as a full settlement of the outstanding note.
Note 4: Eyeon I 100K Notes Payable ($100,000)
On March 29, 2023, the Company borrowed $100,000 at a 15% interest rate due on March 31, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust (Eyeon), directly benefiting Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, where the Company must repay the Loan from June 1, 2023, the borrower, following a repayment schedule or at Eyeon’s discretion convert the outstanding balance into equity at a 35% discount to sale or acquisition should the company undertake a liquidity event.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 220,808 shares of common stock as a full settlement of the outstanding note.
Note 5: Northrock 100K Notes Payable ($100,000)
On March 29, 2023, the Company borrowed $100,000 at a 15% interest rate due on March 31, 2024, from Northrock Unit Capital Trust (Northrock), which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, where the Company must repay the Loan from June 1, 2023, the borrower, following a repayment schedule or at Northrock’s discretion convert the outstanding balance into equity at a 35% discount to sale or acquisition should the company undertake a liquidity event.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 220,808 shares of common stock as a full settlement of the outstanding note.
Note 6: Collin Phillips ($6,599)
On May 29, 2023, the Company borrowed $6,599 at a 15% interest rate due on May 29, 2024, from Collin Philips. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 13,998 Shares of Common Stock on a fully diluted basis.
Pursuant to the terms of the Conversion Notice dated October 1, 2023, the Company issued an aggregate of 13,998 shares of common stock as a full settlement of the outstanding note.
NOTE 5. NOTES PAYABLE – RELATED PARTY (continued)
Note 7: Eyeon II 100K Notes Payable ($100,000)
On May 29, 2023, the Company borrowed $100,000 at a 15% interest rate due on May 29, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 150,000 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 150,000 Shares. In case of IPO, the note is convertible into Common Stock to up to $100,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 209,534 shares of common stock as a full settlement of the outstanding note.
Note 8: Eyeon 200K Notes Payable ($200,000)
On July 3, 2023, the Company borrowed $200,000 at a 15% interest rate due on July 3, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 400,000 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 400,000 Shares. In case of IPO, the note is convertible into Common Stock to up to $500,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 414,466 shares of common stock as a full settlement of the outstanding note.
Note 9: Eyeon III 150K Notes Payable ($150,000)
On September 12, 2023, the Company borrowed $150,000 at a 15% interest rate due on September 12, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 299,000 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 2990,000 Shares. In case of IPO, the note is convertible into Common Stock to up to $150,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 299,000 shares of common stock as a full settlement of the outstanding note.
Note 10: A&K Sfetcopoulos $50K ($50,000)
On September 19, 2023, the Company borrowed $50,000 at a 15% interest rate due on September 12, 2024, from A&K Sfetcopulos Superannuation Pty Ltd. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 99,667 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 99,667 Shares. In case of IPO, the note is convertible into Common Stock to up to $50,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
Pursuant to the terms of the Conversion Notice dated September 28, 2023, the Company issued an aggregate of 100,000 shares of common stock as a full settlement of the outstanding note.
NOTE 5. NOTES PAYABLE – RELATED PARTY (continued)
Note 11: Eyeon III 100K Notes Payable ($100,000)
On October 30, 2023, the Company borrowed $100,000 at a 15% interest rate due on October 30, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 190,476 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 190,476 Shares. In case of IPO, the note is convertible into Common Stock to up to $100,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
As of September 30, 2024, the Note remained outstanding.
Note 12: Eyeon 70K Notes Payable ($70,000)
On December 20, 2023, the Company borrowed $70,000 at a 15% interest rate due on December 20, 2024, from Eyeon Investments Pty Ltd ATF Eyeon Investments Family Trust, which directly benefits Mr. Copulos. According to the conversion rights of the note, upon consummation of merger & acquisition or change of ownership, the entire Note shall automatically convert, though no further action on the part of the Company or the Holder, into 133,333 Shares of Common Stock on a fully diluted basis, but in no event will the conversion be less than 33,333 Shares. In case of IPO, the note is convertible into Common Stock to up to $70,000, at the IPO price per Share less 30% of the 7-day VWAP (Volume Weighted Average Price) discount per Share.
As of September 30, 2024, the Note remained outstanding.
Trent McKendrick (Aspire) Loan
In August 2023, Aspire Technologies LLC, a limited liability company controlled by Mr. McKendrick, who serves as Chief Executive Officer of the Company, contributed $143,400 to the Company. This capital infusion was recorded as a non-interest-bearing loan to provide the Company’s working capital. The loan is unsecured and due on demand. The Company entered the transaction on terms that, from the Company’s perspective, are as favorable as could have been obtained from an unaffiliated third party. As of September 30, 2024, the outstanding balance was $142,870.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Office Facility and Other Operating Leases
The rental expense was $32,963 and $75,979 for the nine months ending September 30, 2024, and 2023. The Company rents its servers, computers, and data center from an unrelated third party. Under the rent Agreement, the lessor provides furniture, fixtures, and leasehold improvements at Level 11, 9255 Subset Boulevard, West Hollywood, CA 90069 (Hollywood Office), as discussed in Note 2.
From May 2022 to the present, the Company leases office space in West Hollywood from an unrelated party for a year. The office’s rent payment is $6,845 per month as the General and administrative expenses.
The agreement continues month-to-month until the Company or the lessor chooses to terminate the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software development and technical support. The Company has no long-term obligations to continue as a tenant in the Hollywood Office.
Employment Agreement
The Company gave all salary compensation to Mr. McKendrick as an employee, who committed a hundred percent (100%) of his time to the Company. The Company has not formalized performance bonuses and other incentive plans. Mr. McKendrick’s annual salary compensation is $208,000 per his employment agreement.
Accrued Interest
As of September 30, 2024, and December 31, 2023, the Company had $0 and $2,823 in accrued interests.
Pending Litigation
Management is not aware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting any of the assets or any affiliate of the Company.
Tax Compliance Matters
The Company has not assessed federal and state payroll tax payments as there had been no taxable income. The Company will aggregate all such payments in the General and administrative expenses in the future.
NOTE 7. STOCKHOLDERS’ EQUITY
Authorized Shares
As of September 30, 2024, the Company’s authorized capital stock consists of 50,000,000 shares of preferred stock, a par value of $0.0001 per share, and 500,000,000 shares of common stock, a par value of $0.0001 per share. As of September 30, 2024, the Company had 313,319,980 common shares and 5,000,000 preferred shares issued and outstanding. The preferred stock has twenty (20) votes for each share of preferred shares owned. The preferred shares have no other rights, privileges, and higher claims on the Company’s assets and earnings than common stock.
Preferred Stock
On March 24, 2022, the Board agreed to issue 5,000,000 shares of Preferred Stock to TJM Capital LLC, a limited liability company owned by Mr. McKendrick as the founder, in consideration of services rendered to the Company. As of September 30, 2024, the Company had 5,000,000 preferred shares issued and outstanding.
Common Stock
On March 24, 2022, the Company collectively issued 7,250,000 and 2,750,000 at par value to TJM Capital LLC, a limited liability company owned by Mr. McKendrick and Trent McKendrick, respectively, as the founder and incorporator of the Company.
On March 24, 2022, the Company issued 27,500,000 shares to Eyeon Investment Pty Ltd., an entity controlled by Mr. Copulos, for the cash consideration of $275,000.
On March 31, 2022, the Company issued 3,000,000 shares to an individual valued at $30,000 for cash consideration.
On March 31, 2022, the Company issued 20,160,926 shares valued at $500,000 to settle the $500K Note with Lever Holdings.
NOTE 7. STOCKHOLDERS’ EQUITY (continued)
On April 28, 2022, the Company issued 500,000 shares valued at $250,000 for cash consideration received from Eyeon Investment Pty Ltd., an entity controlled by Mr. Copulos.
On April 28, 2022, the Company issued 466,667 shares valued at $350,000 for cash consideration received from Eyeon Investment Pty Ltd., an entity controlled by Mr. Copulos.
On April 28, 2022, the Company issued 33,333 shares to an individual valued at $25,000 for marketing and branding services rendered.
On May 26, 2022, the Company issued 2,000,000 shares valued at $1,500,000 for cash consideration received from Eyeon Investment Pty Ltd., an entity controlled by Mr. Copulos.
On September 28, 2023, the Company entered into a conversion agreement (Conversion Notices) with Eyeon Investments Pty Ltd., Citywest Corp Pty Ltd., and Northrock Unit Capital Trust, whereby the noteholders agreed to convert the outstanding notes they held, with a principal amount totaling $1,100,000 and any accrued interest thereon, into shares of the Company’s common stock. Pursuant to the terms of the Conversion Notices, the Company issued an aggregate of 2,285,424 shares of common stock as full settlement of the outstanding notes.
On October 1, 2023, the Company entered into a conversion agreement (Conversion Notice) with Collin Philips, whereby the noteholder agreed to convert the outstanding notes they held, with a principal amount totaling $6,599 and any accrued interest thereon, into shares of the Company’s common stock. Pursuant to the terms of the Conversion Notices, the Company issued an aggregate of 13,998 shares of common stock as full settlement of the outstanding notes.
Warrants
There are no outstanding warrants.
NOTE 8. OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits.
NOTE 9. SUBSEQUENT EVENTS
None.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
AI Unlinited Group, Inc. (the “Company,” “we,” “our,” or “us”) was incorporated under the laws of the State of Delaware on March 24, 2022 under the name of Lever Global Corporation, which was then changed to AI Unlimited Group, Inc. on July 19, 2024. We are a fintech-driven consumer liabilities and debt management company. Our mission is to empower subscribers to use our App to become financially independent by managing all their liabilities and debt obligations in one place. Mr. McKendrick is the Company’s Founder, CEO, and Director and has started several fintech companies focusing on credit and debt management for consumers and businesses since 2014. The Company has a wholly owned subsidiary, Lever Technology, Inc. (“Lever Technology”), a California corporation. There are no operating activities for Lever Technology. In addition, on July 10, 2024 the Company entered into certain exchange agreements, with 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”). Pursuant to the exchange agreements, Nest Egg, Resolve and Travl became the wholly-owned subsidiary of the Company. Nest Egg is an investment platform powered by artificial intelligence (“AI”) with a focus on investing in the US and global stock markets using future-focused investment tools. It is designed to simplify investment strategies, making it easier for users to discover, plan, and automate their stock market investments. Nest Egg leverages advanced AI technology to provide personalized investment advice and automate trades, addressing the growing demand for user-friendly, digital-first financial solutions.
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.
Travl.App by Travl, LLC 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 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.
The Company had a soft launch of the App in the third quarter of fiscal 2022 on the iOS App Store. Currently, the app allows subscribers to analyze their existing student loans and recommend programs offered by the US Department of Education after the initial assessment and to process enrollment into these programs. The App provides a list of qualified federal programs. The subscribers can digitally enroll in these programs by uploading or self-declaring their W-2, wage, or tax statements through the App. If subscribers are accepted for a federal program, the App manages their annual certifications for a monthly subscription fee. The average life of a loan is twenty-one years. The Company has partnered with Array US, Inc. to give subscribers personalized credit and financial data through the App, allowing them to understand their borrowing capacity better. The subscribers can also use the information to manage their credit scores.
In the fourth quarter of fiscal 2022, the Company added a round-up option, allowing subscribers to link their bank account and student loan to the App and select to pay a few cents per transaction towards the principal of their student loan. The App will have a feature showing the subscriber how the extra payments towards the loan will result in interest savings and reduce the loan term.
In fiscal 2023, the Company offered its subscribers the tools in the App to directly negotiate and refinance their outstanding credit card and auto loans with their lenders. The Company plans to connect several credit card companies and auto loan providers to the App through API. As well as provide more ways to save, spend, and invest through the development, acquisition, and key hires across these technologies. The Company also plans to officially launch the App in the App Store and Play Store in the fiscal year 2024. There is no assurance that the Company will be successful in future plans.
The App allows everyday people to directly negotiate, enroll, repay, and settle student loans for the US market without the complexity and confusion of the fine print. The App helps subscribers with debt management - negotiation, repayment, and settlement. We are committed to providing our subscribers with impartial guidance in their journey toward financial independence. The App will be available on the Play Store (Android) and App Store (iOS) under Lever App (the “App”) as its brand name for a subscription-based fee billed monthly or annually.
The App will help the subscriber directly negotiate debt through continued education and recommendations on how and when to refinance the student loan, federal student loan prequalification and enrollment, access credit scores, and other features that enable subscribers to manage their debt obligations smartly, intuitively, and cost-effectively. The Company initially intends to target student debt holders in the United States as its primary customer base. The Company believes that manually managing debt is complex and time-consuming, which involves actively monitoring personal finances, estimating payments, negotiating with lenders, and finding the proper federal and state grants and loan arrangements. Maintaining and monitoring these loan terms with annual renewals that can last up to twenty-one (21) years on average isn’t easy.
A student loan default has severe consequences for the borrower as it damages the borrower’s credit score, making it difficult to qualify for future loans. Still, the borrower may also be subject to wage garnishment when the lender automatically takes a portion of the paycheck to repay the loan. In addition, defaulting on a student loan can lead to the seizure of tax refunds and Social Security benefits. The Company believes that if borrowers struggle to make student loan payments, it’s crucial to act before falling too far behind. The Lever App allows the borrower to contact the loan servicer to discuss options, including deferment or forbearance. The Company believes acting through its intuitive technology can help them avoid the devastating consequences of student loan default.
The Company believes the student loan borrower will benefit from the App. Our Application Program Interface (APIs) and artificial intelligence (AI) driven programming connect them to the right and relevant federal loan programs with the most favorable terms – qualifying amount and rate, enroll and save with a few clicks. The Lever App further informs the subscribers when and how to refinance their student loans. Based on the subscriber’s inputs, the Lever App provides visual guidelines on how the subscriber’s budget and spending suit their student loan repayments.
The Lever App provides subscribers instant matches through Student Aid, the largest provider of financial aid for college in the United States, and other Federal student aid programs. The subscriber can access the complex world of student debt management in an easy four-step process through the Lever App, which includes:
| | ● | Basic subscriber information per KYC requirements, |
| | ● | The subscriber links one or multiple loans in real-time, also known as Enrollment, |
| | ● | The software matches with up to three (3) options to manage loans (deferment or forbearance or reduced payments, etc.), and |
| | ● | The subscriber picks the best option to connect to the best United States Government aid program to complete the application. |
Once subscribers sync their respective loans with the Lever App, the software automates with a data-driven algorithm to match users with qualifying federal loan programs. The App also provides credit score insights and payment round-up technology using open banking protocols that help and recommend that loan borrowers contribute micro amounts towards their loan principal, save on years of interest, and reach financial independence faster and better with the App.
The Company expects to continue to earn revenues through a subscription-based model, which will charge monthly recurring fees to subscribers. The Company is developing and testing the App, which it expects to market and launch in the second quarter of fiscal 2025. The App will be available on the App Store and PlayStore.
With the U.S. Department of Education confirming the resumption of interest on student loans from September 1, 2023, and repayments resuming October 1, 2023. Student loans represent a significant financial commitment for millions of individuals, often serving as the primary means to fund higher education. These federal or private loans accrue interest over time, increasing the total amount borrowers owe. The resumption of student loan payments, especially after periods of forbearance or deferment, can bring about additional costs. The Company is poised to support millions of students and graduates. This initiative aims to bolster the company’s resources, allowing for expansion into new markets, enhancing user experience, and integrating advanced credit intelligence features. Over the past nine months, the Company has undergone significant business and tech developments, from streamlining its UX/UI to introducing a simplified identification system, ensuring users can easily navigate their loan management.
We are a development stage entity devoting all our efforts to substantially establishing our flagship product, the Lever App (“App”). The App officially launched in the second quarter of fiscal 2024. The Company had earned no significant revenues for the nine months ending September 30, 2024, and 2023. The Company did not generate any revenues in the fiscal year ending December 31, 2023. Our independent auditors have raised concerns about our ability to continue as a going concern. We expect the Company to raise significant additional capital to accomplish its growth plan over the next twelve months. However, there can be no assurance that financing and/or capital might be available to the Company.
PLAN OF OPERATIONS
The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary course of business. The Company had earned no significant revenues for the fiscal year ending December 31, 2023, and 2022.
Our experienced Management and in-house software development team have carefully designed various B2C debt management solutions to meet the needs of borrowers in the United States and Australia. We intend to grow our core business, increase market share, and improve profitability principally by deploying the following growth strategies:
| | ● | Completed the App in the third quarter of fiscal 2022 with the soft launch, and launch the App officially to the public in the second quarter of fiscal 2025; |
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| | ● | Ramp up subscriber acquisition through our digital and traditional marketing strategies; |
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| | ● | Continue to enhance and promote our core proprietary debt management platform and introduce other innovative debt management tools for the United States student loan borrowers; |
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| | ● | Future growth will depend on the timely development and successful distribution of the Lever App by signing enterprise and employer deals in the United States; |
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| | ● | Increase our software development capabilities to develop disruptive and next-generation machine learning and artificial intelligence-driven technologies to grow and retain subscriber base; |
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| | ● | Grow subscriber base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and |
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| | ● | Recognize and enter high-growth markets to expand our services to meet the demand for other financial solutions, including but not limited to auto-save and auto loan payment from day-to-day debit card usage. |
Financial Conditions at September 30, 2024
At September 30, 2024 and December 31, 2023, the Company had $510,797 and $11,012 cash to execute its business plan and accumulated a deficit of $9,157,767 and $4,908,051. The Company had a working capital surplus of $622,905 and deficit of $610,897 as of September 30,2024 and December 31,2023, respectively. AIUG provided the working base source code for the launch of the Company, valued at $758,316, the contributed tangible software.
The Company believes it has the necessary funding and in-house capabilities to develop and successfully launch the App. The Company budgets $500,000 for sales and marketing campaigns in the next twelve months. Should we require additional capital to the extent the Company’s operations are insufficient to fund its capital requirements, the Company may attempt to raise capital through the issuance of equity or debt. The Company’s ability to continue as a going concern may depend on Management’s plans’ success. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and liabilities that might be necessary should the Company is unable to continue as a going concern.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2024, and 2023
The Company did not generate any revenue during the three months ending September 30, 2024, and 2023. During the three months ending September 30, 2024, and 2023, the Company had a net income loss of $2,088,425 and $1,231,491.
During the three months ending September 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $564,657 and $363,039. The three months ending September 30, 2024, and 2023, the Company incurred sales and marketing costs of $9,929 and $164,245. The sales & marketing costs mainly included payment to marketing and branding consultants, brand ambassadors, affiliate marketing, customer meets and greet, online marketing on industry websites, press releases, and other public relations activities.
For the three months ending September 30, 2024, and 2023, the office’s rent payment or membership fee was $28,783 and $23,311, included in the G and A expenses. From May 16, 2024, and for the fiscal year 2024, the office’s monthly rent payment or membership fee would be $6,725.
Nine Months Ended September 30, 2024, and 2023
The Company did not generate any revenue during the nine months ending September 30, 2024, and 2023. Dring the nine months ending September 30, 2024, and 2023, the Company had a net income loss of $3,060,087 and $2,026,766.
During the nine months ending September 30, 2024, and 2023, the Company incurred general & administrative costs (“G and A”) of $1,183,160 and $997,225. The nine months ending September 30, 2023, and 2022, the Company incurred sales and marketing costs of $17,116 and $211,410. The sales & marketing costs mainly included payment to marketing and branding consultants, brand ambassadors, affiliate marketing, customer meets and greet, online marketing on industry websites, press releases, and other public relations activities.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2024, we had a cash balance of $510,797. The Company had a working capital surplus of $622,905 on September 30, 2024.
Since its inception, the Company has sustained losses and negative cash flows from operations. The Management believes that cash on hand may not be sufficient for the Company to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following September 30, 2024. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources. The Management anticipates raising additional capital to accomplish its growth plan over the next twelve months. We do not have any plans or specific agreements for new funding sources. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms such as financing and capital might be available.
In the next twelve months, the Company will continue to invest in sales, marketing, product support, development of technology solutions, and enhancement of existing technology to serve our customers. We expect capital expenditure to increase to up to $250,000 in the next twelve months to support the growth, which mainly includes software development, acquisition of complementary software, and purchasing of computers and servers. In addition, the Company estimates additional expenditure needed to be $500,000, which provides $100,000 and $400,000 for sales & marketing, and working capital, respectively.
For the next nine to nine months, we intend to raise funding and make use of the existing cash on hand, and cash flows from operations to fund our operating activities and other cash commitments, such as related party payments and material capital expenditures. However, we may need additional funds to achieve a sustainable sale where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us.
GOING CONCERN CONSIDERATION
For the nine months ending September 30, 2024, and 2023, and since inception, the Company did not earn any significant revenues. As of September 30, 2024, and December 31, 2023, the Company accumulated a deficit of $9,157,767 and $4,908,051. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the annual report on form 10K/A for the year ended December 31, 2023, filed with SEC on August 19, 2024., regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classifications of liabilities that may result in the Company being unable to continue as a going concern.
Critical Accounting Policies and Significant Judgments and Estimates
We have based our Management’s discussion, and analysis of our financial condition and results of operations on our financial statements, which we have prepared following the U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
In more detail, we have described significant accounting policies in Note 2 of our annual report on form 10K/A for the year ended December 31, 2023, filed with SEC on August 19, 2024. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.
JOBS Act Accounting Election
We are an “emerging growth company,” defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected not to avail ourselves of the delayed adoption of new or revised accounting standards. Therefore, we will adopt new or revised generally accepted accounting principles in the United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging growth companies.
Off-Balance Sheet Arrangements and Contractual Obligations
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted this ASU as of the inception date of March 24, 2022, for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more detail in Note 2 of our annual financial statements included in Form S-/A (Amendment 3) statements filed with the SEC on September 19, 2022 , we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. |
Not Applicable.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the nine months ended September 30, 2024, that has materially affected or is reasonably likely to affect, our internal control over financial reporting materially.
PART II.
| ITEM 1. | LEGAL PROCEEDINGS. |
There are no legal proceedings against the Company, and the Company is unaware of any proceedings contemplated against it.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
On July 10, 2024, the Company entered into separate exchange agreements with Nest Egg, Travl and Resolve Debt, and pursuant to which the Company acquired 100% membership interest in each of the entities for an aggregate consideration of 220,000,000 shares of Company’s common stock.
On August 19, 2024, the Company retained Lynos Capital, LLC (“ Lynos”) for business development services (the “Services”) for a period of one year from the date thereof. As a consideration for the Services, the Company issued Lynos 250,000 shares of Company’s common stock.
On August 20, 2024, the Company entered into separate securities purchase agreements (the “SPA”) with certain investors, pursuant to which the company issued 2,777,778 shares of common stock for an aggregate proceeds of $1,000,000.
On August 21, 2024, the Company entered into Amended and Restated Securities Purchase Agreements (the “A&R SPA”) with certain investors. Pursuant to the A&R SPA the Company issued 6,079,069 shares of common stock and 18,271,993 pre-funded warrants, for a gross proceeds of $2,417. Each investors have anti-dilution rights, and will be issued additional shares, as needed, to maintain their respective shareholding in the Company if and when the Company issues any securities in the future.
| Item 3. | Defaults Upon Senior Securities. |
None
| Item 4. | Mine Safety Disclosures. |
None
| Item 5. | Other Information. |
None
(a) Exhibits.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | AI UNLIMITED GROUP, INC. |
| | |
| Date: December 3, 2024 | /s/ Trent McKendrick |
| | Trent McKendrick, President and CEO (Principal Executive Officer) |
| Date: December 3, 2024 | /s/ Trent McKendrick |
| | Trent McKendrick, CFO (Principal Accounting Officer) |
