LIVG 10-K & 10-Q changes, risk factors and insider trading

We had $3,958$5,628 cash on hand on December 31, 2024.2025. This is adequate for our planned operations through the end of 2024.2025. In addition, we have receivables from Elisee and management services $1,282,138.$ 4,134,519. We reached agreement wit our customers to fully pay this within first 86 months months of 2025.2026. To build the BOXO brand fully, the Company intends to rely on increased net income and cash inflow in the coming year. In addition, we also plan to receive additional investments for our business through private equity sales. However, we can give no assurance that that we will realize the goals.

Our receivables are mainly due from clients using Elisee software and movie services.projects The situation is resolving and management anticipates that allare delayedexpected payments shouldto be donedelivered receivedend during Q2of 2025. Our billing for Elisee is generally quarterly, with payment up to 90 days, thus creating a need for working capital.

Our debt is mainly operational liabilities, payments for rent, professional fees, and marketing. We will pay these outstanding amounts as they come due and our receivables come in the company. We have as well several co-investment loan agreements with private investors for our movie production in amount of $ 3,402,020.2,698,283.

We have limited resources, and weWe may not be able to raise additional capital as it is needed to fund our operations and planned increased investment levels. We operated at a net profit of $379,169 for the period ended March 31, 2026, in addition to our cash resources, which were about $15,738 on March 31, 2026, which is adequate to execute our growth plans and should allow us to operate at current levels.

We have designated 10,000,000 shares as Series C Preferred Stock and 1,000,0004,000,000 shares as Series D Preferred Stock. As of DecemberJune 31,30, 2022,2025, 1,204,4263,502,456 shares of our Series C Preferred Shares were issued and outstanding, and 211,3441,957,674 shares of Series D Preferred Stock were outstanding outstanding and issued. Each share of Series C or Series D Preferred Stock converts into 100 shares of common stock as the common stock is presently constituted but has no rights to dividends. Upon liquidation of the Company, holders of Series C or Series D Preferred Stock will receive such amount as the holder would have received had they converted to common stock immediately before the liquidation. The only difference between the Series C Preferred Stock and the Series D Preferred Stock is that the Series C Preferred Stock is not adjusted for stock splits and combinations. At the same time, the Series D Preferred Stock will have a proportional adjustment, and holders of Series C Stock may not affect a conversion that would place their total ownership of the shares of common stock above 4.99% of the outstanding.

Comparison of three months ended MarchJune 20252026 and 20262025

The following analysis of the results of operations for the three months ended March,June, 2025 and 2026 should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of a number of factors. An investment in our common stock involves a high degree of risk. Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business sections of our 10-12G/A. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” or similar expressions, variations of those terms or the negative of those terms to identify forward- looking statements. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Revenues generated during the three months ended MarchJune 31,30, 20252026 totaled $124,785.$ 287,234. These came from sales of Elisee and our management services.services Wefor hadGlobal asDot wellLogistics $244,192 ofand movie marginprojects. We see change in structure where other income that we booked forfrom movie projectsbusiness thatis arecreating enteringfuture productioncash flow phase.from those projects.

Most of the revenue for the quarter that ended MarchJune 31,30, 2025,2026, was derived from software fees in the USA and Europe markets andmarkets, Global Dot Logistics Logistics management services.services and as well movie projects under BOXO Productions. Movie revenues belong to acquired movies during 2024 where initial two movies out of our 45 projects successfully entered distribution. Movie income is shown in Other income as a part of profits BOXO will receive from finished movie package. Elisee is constantly serving to clients in Europe and USA and we see stable source of income.

Advertising and promotion totaled approximately $3,891$992 for the three months ended MarchJune 31,30, 20262025 compared to approximately $5,885$1,109 for the three months ended MarchJune 31,30, 2025. The use was mainly for online promotion and new marketing campaigns that we started during these months focused on our products and company.2026.

Selling, general and administrative expenses (“SGA”) totaled approximately $185,182$11,321 for the three months ended MarchJune 31,30, 20242025 compared to approximately $148,255$16,178 for the three months ended MarchJune 31,30, 2025. The amount is mainly used to cover our services on other projects and internal Livento structure. The decrease is caused by re-allocation of Livento services to specific cost centers.2024.