{"url_path":"/sec/livg/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1593549/0001493152-26-023289-index.html","accession_number":"0001493152-26-023289","cik":"0001593549","ticker":"LIVG","issuer_name":"Livento Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1593549/0001493152-26-023289-index.html","primary_entity_key":"0001593549","primary_entity_name":"Livento Group, Inc."},"word_count":2207,"has_tables":true,"body_markdown":"** **\n\n**Item\n1A. Risk Factors.**\n\n \n\nAn\ninvestment in the Company is highly speculative and involves a high degree of risk.\n\n \n\nRisks\nRelated to our Business\n\n \n\nWe\nhave limited resources, and we may not be able to raise additional capital as it is needed to fund our operations and planned increased\ninvestment levels. We operated at a net profit of $379,169 for the period ended March 31, 2026, in addition to our cash resources, which\nwere about $15,738 on March 31, 2026, which is adequate to execute our growth plans and should allow us to operate at current levels.\n\n \n\n17\n\n \n\n \n\nCybersecurity\n\n \n\nOur\nmovie projects and Elisee software are stored online and thus are subject to potential thread of cybersecurity. We maintain data in clouds\nthat are highly protected, and we use firewall and antivirus tools to keep data safe.\n\n \n\nFinancial\nliabilities\n\n \n\nOur\nresults are affected by the timing and occurrence of payments from our clients and in case they have financial difficulties we can face\ncash flow problems to pay our liabilities. Our management seeks to minimize this risk through close monitoring and relationship with\nour clients.\n\n \n\nBOXO’s\nMovie Production Requires Substantial Capital and Continued Participation from Many Parties.\n\n \n\nBOXO’s\nproduction projects are capital intensive, frequently costing over $30 Million. Most of the required funds are provided by investors\nwho invest in entities formed for a particular project. Until and unless investor funds are received, it is challenging to retain directors,\nactors, and others required for movie production. Management believes that the success or failure of each project can impact BOXO’s\nability to raise funds for the next project timely. Suppose we were to have several consecutive projects on which investors did not realize\nhoped-for returns. In that case, raising funds for future projects that provide a reasonable return for the Company or on any terms might\nbecome significantly more challenging. Delays in raising capital may substantially and negatively affect BOXO’s results.\n\n \n\nBOXO\nrelies on personal relationships rather than written agreements.\n\n \n\nThe\nBOXO team has worked on many projects together over decades and we rely on these personal relationships rather than formal agreements\nto keep our team together. Accordingly, one or more of our key consultants may leave us at any time and this could adversely affect our\nability to produce new movies.\n\n \n\nThe\nSoftware Development Market is Highly Competitive and Fragmented. The business software development market is highly competitive and\nincludes many large and small competitors. While we have developed what we believe to be a unique platform that will prove commercially\nviable, however, there is no assurance that this will prove to be the case or that in the future, software developers working for our\ncompetitors will not expand upon or enhance our best features putting us at a competitive disadvantage.\n\n \n\nMinority\nstockholders will likely not have a meaningful vote in corporate actions.\n\n \n\nOur\nofficers and directors own over all of our super-voting preferred stock. All future actions requiring shareholder approval and the election\nof our directors will be entirely in their control.\n\n \n\nReporting\nrequirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable\ninternal controls over financial reporting, are costly and may increase substantially.\n\n \n\nThe\nrules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require\nthat the Company engage in legal, accounting, auditing, and other professional services. The engagement of such services is costly, and\nwe are likely to incur losses that may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley\nAct of 2002 requires, among other things, that we design, implement, and maintain adequate internal controls and procedures over financial\nreporting. The costs of complying with the Sarbanes-Oxley Act may make it difficult for us to design, implement and maintain adequate\ninternal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses\nin our internal controls, in that case, we may not be able to produce reliable financial reports or report fraud, which may harm our\noverall financial condition and result in a loss of the investor confidence and a decline in our share price.\n\n \n\nWe\ncannot assure you that our Common Stock will be listed on the OTCQB or any other stock exchange.\n\n \n\n18\n\n \n\n \n\nOur\ncommon stock is currently traded on the Pink Sheets under the symbol NUGN. Our goal is to become a fully reporting company, establish\na market price above $1.00, and be included on the OTCQB or a higher exchange, if possible. However, we cannot assure you that we will\nbe able to meet the initial listing standards of the OTCQB or any other stock exchange or quotation medium or that we will be able to\nmaintain a listing of our Common Stock on any stock exchange. After the filing of this Form 10, we expect that our Common Stock would\ncontinue to be eligible to trade on the “pink sheets,” where our stockholders may find it more difficult to affect a transaction\nin our Common Stock or obtain accurate quotations as to the market value of our Common Stock. In addition, we would be subject to an\nSEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers who sell\nsecurities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule may\ndeter broker-dealers from recommending or effecting transactions in our Common Stock, which may further affect its liquidity. This would\nalso make it more difficult for us to raise additional capital following a business combination.\n\n \n\nRisks\nRelated to our Stockholders and Shares of Common Stock\n\n \n\nWe\nare currently controlled by our principal stockholders, who include our sole director and executive officers.\n\n \n\nAt\npresent, David Stybr, our CEO, owns all 100 of the issued and outstanding shares of our super-voting preferred stock, which gives him\n51% of the shareholder voting power of the Company. Consequently, he can affect total control of the operations of the Company and, even\nif additional shares of our Common Stock are sold, he will continue to have the ability to influence or control substantially in all\nmatters submitted to stockholders for approval, including:\n\n \n\n \n*\nElecting our entire board\nof directors, which currently consists of only Mr. David Stybr, Mr. Simon Sandoval and Mr Michal Zelezny;\n\n \n*\nRemoving directors;\n\n \n*\nAmending our certificate\nof incorporation and bylaws;\n\n \n*\nApproving a business combination\nwith an acquisition candidate; and\n\n \n*\nAdopting measures that\ncould delay or prevent a change in control or impede a merger, takeover, or other business combination of the Company.\n\n \n\nThis\nconcentration of ownership and management by itself may impede a merger, consolidation, takeover, or other business consolidation or\ndiscourage a potential acquirer from making a tender offer for our Common Stock.\n\n \n\nOur\nCommon Stock will likely be considered a “penny stock,” which may make it more difficult for investors to sell their shares\ndue to suitability requirements.\n\n \n\nOur\ncommon stock is currently deemed “penny stock,” as that term is defined under the Exchange Act. Penny stocks generally are\nequity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted\non the NASDAQ system, provided that the exchange or system provides current price and volume information concerning transactions in such\nsecurities). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established\ncustomers and “accredited investors.” The term “accredited investor” generally refers to institutions with assets\nover $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with\ntheir spouse.\n\n \n\nThe\npenny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized\ndisclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in\nthe penny stock market. Moreover, brokers/dealers are required to determine whether an investment in a penny stock is suitable for a\nprospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity\nand quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing\nthe number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties\nor dispose of them. This could cause our stock price to decline.\n\n \n\nWe\nhave never paid dividends on our Common Stock, but we plan to do so in the future.\n\n \n\n19\n\n \n\n \n\nWe\nhave never paid dividends on our Common Stock, but once the situation in Company allows that, we have this option as valid to discuss\non the management level and approve it. We would be delighted to share success in our projects with our shareholders.\n\n \n\nWe\nare an “emerging growth company” under the JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements\napplicable to emerging growth companies will make our common stock less attractive to investors.\n\n \n\nWe\nare an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).\nWe may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging\ngrowth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of section\n404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,\nand exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any\ngolden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because\nwe may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for\nour common stock, and our stock price may be more volatile.\n\n \n\nIn\naddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended\ntransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other\nwords, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise\napply to private companies. We are taking advantage of the extended transition period to comply with new or revised accounting standards.\n\n \n\nWe\nwill remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed\n$1 billion, if we issue more than $1 billion in non-convertible debt in three years, or if the market value of our common stock that\nis held by non-affiliates exceeds $700 million as of any year end.\n\n \n\nOur\nstatus as an “emerging growth company” under the JOBS Act of 2012 may make it more challenging to raise capital as and when\nwe need it.\n\n \n\nBecause\nof the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will\nhave an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors,\nand it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with\nother companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.\nIf we cannot raise additional capital as and when we need it, our financial condition and results of operations may be materially and\nadversely affected.\n\n \n\nWe\nhave the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and\nprivileges that may adversely affect the common stock.\n\n \n\nWe\nhave designated 10,000,000 shares as Series C Preferred Stock and 1,000,000 shares as Series D Preferred Stock. As of December 31, 2022,\n1,204,426 shares of our Series C Preferred Shares were issued and outstanding, and 211,344 shares of Series D Preferred Stock were outstanding\nand issued. Each share of Series C or Series D Preferred Stock converts into 100 shares of common stock as the common stock is presently\nconstituted but has no rights to dividends. Upon liquidation of the Company, holders of Series C or Series D Preferred Stock will receive\nsuch amount as the holder would have received had they converted to common stock immediately before the liquidation. The only difference\nbetween the Series C Preferred Stock and the Series D Preferred Stock is that the Series C Preferred Stock is not adjusted for stock\nsplits and combinations. At the same time, the Series D Preferred Stock will have a proportional adjustment, and holders of Series C\nStock may not affect a conversion that would place their total ownership of the shares of common stock above 4.99% of the outstanding.\n\n \n\nWe\nhave the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and\nprivileges that may adversely affect the common stock.\n\n \n\n20"}