FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. Information in this report contains "forward looking statements" which may be identified using forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", "believes", "estimates", "projects", "targets", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management based on 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. Statements in this report concerning the following are forward looking statements: ·future financial and operating results;·our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;·the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-effective basis;·expectations concerning market acceptance of our products;·current and future economic and political conditions;·overall industry and market trends;·management's goals and plans for future operations; and other assumptions described in this report underlying or relating to any forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Unless otherwise noted, the terms the "Company", "we", "us", and "our" refer to the ongoing business operations of Livento Group, Inc. and our wholly owned subsidiaries, Livento Group LLC and Boxo Productions, Inc.





RESULTS OF OPERATIONS

Comparison of three months ended September 30, 2022, and 2021

The following analysis of the results of operations for the three months ended September 30, 2022 and 2021 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.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward- looking statements.





Revenues

Revenues generated during the three months ended September 30, 2022 totaled $523,013. These came from sales of Elisee and our management services to real estate projects. Elisee sales accounted for $118,805, deferred movie revenues $171,000 and $233,208 for real estate projects and management.

Most of the revenue for the quarter that ended September 30, 2022, was derived from software fees in the USA and Europe markets. Management believes that the increased revenues are related to our expanded staffing. The main reason is the hiring of new investment representative people and intermediary consultants that support gaining new clients.





Cost of Revenues

Our costs of goods sold consist of Amortization of Intangible Assets in amount of $461,606, Professional fees of key professionals and consulting fee that is related to generation of income from the Elisee in amount of $109,556 and $352,050 as amortization of assets used to generate revenues. Our services sell for margins comparable with others in industries similar to ours. Our margins will reflect our efficiency in our services, the desirability of our services and our ability to grow revenue in order to scale our operations. Our relationships with our suppliers will also be important in procuring materials at better pricing.





Advertising and promotion

Advertising and promotion totaled approximately $11,261 for the three months ended September 30, 2022. The use was mainly for online promotion.




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Personnel



Not applicable.

Selling, general and administrative

Selling, general and administrative expenses ("SGA") totaled approximately $205,592 for the three months ended September 30, 2022 compared to approximately $343 for the three months ended September 30, 2021.





Research and development

Research and development consist of consulting fees, direct labor and services associated with the development of Elisee functionality. Elisee research fees were calculated for $76,000 in third quarter of 2022.





Professional fees

Professional fees totaled approximately $191,376 for the three months ended September 30, 2022 compared to approximately

$343 for the three months ended September 30, 2022.





Other income (expenses)

Comparison of nine months ended September 30, 2022 and 2021





Revenues

Revenues generated during the nine months ended September 30, 2022 totaled $1,474,513. These came from sales of Elisee and our management services to real estate projects. These came from sales of Elisee and our management services to real estate projects. Elisee sales accounted for $718,805, deferred movie revenues for developed parts $171,000 and $514,000 for real estate projects and management.

Most of the revenue for this period ended September 30, 2022, was derived from software fees in the USA and Europe markets. Management believes that the increased revenues are related to our expanded staffing. The main reason is the hiring of new investment representative people and intermediary consultants that support gaining new clients.





Cost of Revenues

For this period of nine months of 2022 ending 30th of September our costs of goods sold consist of Amortization of Intangible Assets in amount of $702,050, Professional fees of key professionals and consulting fee that is related to generation of income from the Elisee in amount of $296,117. Total Cost of Revenues was $1,298,167. Our services sell for margins comparable with others in industries similar to ours. Our margins will reflect our efficiency in our services, the desirability of our services and our ability to grow revenue in order to scale our operations. Our relationships with our suppliers will also be important in procuring materials at better pricing.





Advertising and promotion

Advertising and promotion totaled approximately $27,041for the nine months ended September 30, 2022. The use was mainly for online promotion.





Personnel



Not applicable.

Selling, general and administrative

Selling, general and administrative expenses ("SGA") totaled approximately $338,855 for the nine months ended September 30, 2022 compared to approximately $70,343 for the three months ended September 30, 2021.





Research and development

Research and development consist of consulting fees, direct labor and services associated with the development of Elisee functionality. Elisee research fees were calculated for $76,000 for the nine months ended September 30, 2022.





Professional fees

Professional fees totaled approximately $255,170 for the nine months ended September 30, 2022 compared to approximately $70,343 for the nine months ended September 30, 2022.





Other income (expenses)

Rent expense total for $22,000 for period of nine months ended September 30, 2022.




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CAPITAL RESOURCES

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





Inflation

Inflation and changing prices have had no material effect on our net sales and revenues or on our income from continuing operations over our two most recent fiscal years.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to the fair market value of our assets and accrued stock-based compensation expense. We base our estimates on historical experience, known trends and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In making estimates and judgments, management employs critical accounting policies.

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