As filed with the Securities and Exchange Commission on July 15, 2022

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~~Registration~~As ~~No.~~filed ~~_________~~with the Securities and Exchange Commission on February 14, 2025.

Registration No. 333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~LEVER~~AI ~~GLOBAL~~UNLIMITED ~~CORPORATION~~GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	7372	88-1455444
State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

~~Level 11,~~ 9255 W Sunset Blvd., West Hollywood, CA, 90069

Tel: (800) 309-5983

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Corporation Service Company~~N/A

~~251~~(Name, ~~Little~~address, ~~Falls~~including ~~Drive~~zip code, ~~Wilmington~~ and telephone number, DEincluding ~~19808 Phone:~~area ~~(302)~~code, ~~636-5401~~of agent for service)

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~William B~~Darrin M. ~~Barnett~~Ocasio, Esq. Matthew Siracusa, Esq. Benjamin E. Sklar, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York, NY 10036 Telephone: 212-930-9700 Richard A. Friedman, Esq. Sean Reid, Esq. Emily A. Mastoloni, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 653-8700

~~Law~~Approximate ~~Offices~~date of ~~Barnett~~commencement &of ~~Linn~~proposed sale to the public: As soon as practicable and from time to time after this Registration Statement is declared effective.

60If ~~Kavenish~~any ~~Drive~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

Rancho Mirage, CA 92270

Tel (442) 599-1299

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act. (Check ~~One~~one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by 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 713(a)~~(2)(B)~~ of the ~~Securities~~Exchange Act. ☐

~~THE~~The ~~REGISTRANT~~registrant ~~HEREBY~~hereby ~~AMENDS~~amends ~~THIS~~this ~~REGISTRATION~~Registration ~~STATEMENT~~Statement ONon ~~SUCH~~such ~~DATE~~date ORor ~~DATES~~dates ASas ~~MAY~~may BEbe ~~NECESSARY~~necessary TOto ~~DELAY~~delay ~~ITS~~its ~~EFFECTIVE~~effective ~~DATE~~date ~~UNTIL~~until ~~THE~~the ~~REGISTRANT~~registrant ~~SHALL~~shall ~~FILE~~file Aa ~~FURTHER~~further ~~AMENDMENT~~amendment ~~WHICH~~which ~~SPECIFICALLY~~specifically ~~STATES~~states ~~THAT~~that ~~THIS~~this ~~REGISTRATION~~registration ~~STATEMENT~~statement ~~SHALL~~shall ~~THEREAFTER~~thereafter ~~BECOME~~become ~~EFFECTIVE~~effective INin ~~ACCORDANCE~~accordance ~~WITH~~with ~~SECTION~~Section 8(Aa) OFof ~~THE~~the ~~SECURITIES~~Securities ~~ACT~~Act OFof 1933, ASor ~~AMENDED,~~until ORthis ~~UNTIL~~Registration ~~THE~~Statement ~~REGISTRATION~~shall ~~STATEMENT~~become ~~SHALL~~effective ~~BECOME~~on ~~EFFECTIVE~~such date ONas ~~SUCH~~the ~~DATE~~Securities ASand ~~THE~~Exchange ~~COMMISSION~~Commission, ~~ACTING~~acting ~~PURSUANT~~pursuant TOto ~~SAID~~Section ~~SECTION~~ 8(Aa), ~~MAY~~may ~~DETERMINE~~determine.

~~The~~EXPLANATORY information in this preliminary prospectus is not complete and may be changed. The selling shareholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling shareholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.NOTE

~~Subject~~This toregistration ~~Completion,~~statement ~~dated~~contains ~~July~~two 15prospectuses, ~~2022~~as set forth below.

PRELIMINARY PROSPECTUS

●	Public Offering Prospectus. A prospectus to be used for the public offering (the “Public Offering Prospectus”) of up to [__] shares of common stock, par value $0.0001 per share, of AI Unlimited Group, Inc. (the “Company”), with such shares to be sold in a firm commitment underwritten offering through the lead underwriter named on the cover page of the Public Offering Prospectus.

●	Resale Prospectus. A prospectus to be used for the resale by the selling stockholders (the “Selling Stockholders” set forth in the section of the resale prospectus (the “Resale Prospectus”) entitled “Selling Stockholders” of an aggregate of [__] shares of common stock.

~~LEVER~~The ~~GLOBAL~~Resale ~~CORPORATION~~Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

~~15,786,820 SHARES~~● OFthey ~~COMMON~~contain ~~STOCK~~different AToutside ~~$1.50~~and ~~PER~~inside ~~SHARE~~front covers and back covers; ● they contain different “Offering” sections in the “Prospectus Summary” section beginning on page Alt-[__]; ● they contain different “Use of Proceeds” sections on page Alt-[__]; ● the “Capitalization” and “Dilution” sections from the Public Offering Prospectus are deleted from the Resale Prospectus; ● a “Selling Stockholders” section is included in the Resale Prospectus; ● a “Plan of Distribution” is included in the Resale Prospectus in lieu of the the “Underwriting” section from the Public Offering Prospectus; and ● the “Legal Matters” section in the Resale Prospectus on page 70 deletes the reference to counsel for the lead underwriter.

~~This~~The ~~prospectus~~Company ~~relates~~has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the ~~resale~~foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for public offering by the ~~selling~~Company. ~~shareholders~~The Resale ~~identified~~Prospectus inwill ~~this~~be ~~prospectus~~substantively identical to the Public Offering Prospectus except for the addition or substitution of upthe Alternate Pages, and such other changes as may be necessary to ~~15,786,820~~clarify references to the public offering or the resale offering and will be used for the resale offering by the Selling Stockholders. Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the public offering of shares of common stock by the Company pursuant to the Public Offering Prospectus.

~~Lever~~The ~~Global~~information ~~Corporation~~contained ~~(the~~in ~~“Company”,~~this ~~“we”,~~preliminary ~~“our”~~prospectus ~~or “us”)~~ is not ~~selling~~complete ~~any~~and ~~common~~may ~~stock and~~be ~~will~~changed. ~~not~~These ~~receive~~securities ~~any~~may ~~proceeds~~not ~~from~~be ~~selling~~sold until the ~~common~~registration statement ~~stock~~filed bywith the ~~selling~~Securities ~~shareholders~~and ~~under~~Exchange ~~this~~Commission ~~prospectus~~is effective. IfThis ~~the~~preliminary ~~selling~~prospectus ~~shareholders~~ is not an offer to sell ~~all~~these ~~15,786,820~~securities and ~~common~~it ~~stock,~~is ~~the~~not ~~selling~~soliciting ~~shareholder~~an ~~will~~offer ~~receive~~to ~~aggregate~~buy ~~gross~~these ~~proceeds~~securities ofin ~~approximately~~any ~~$23.68~~state ~~million~~where the offer or sale is not permitted.

~~We have~~PRELIMINARY ~~agreed~~PROSPECTUS toSUBJECT ~~bear~~TO ~~all~~COMPLETION ~~expenses~~DATED ~~incurred~~FEBRUARY ~~with registering these common stock. The selling shareholders will pay or assume brokerage commissions and similar charges~~14, ~~if any, incurred for the sale of the common stock.~~2025

~~The~~AI ~~selling~~UNLIMITED ~~shareholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices~~GROUP, ~~prevailing market prices, varying prices determined at the time of sale, or privately negotiated prices~~INC. We provide more information about how the selling shareholders may sell their common stock in the “Plan of Distribution” section beginning on page 20 of this prospectus. We will not be paying underwriting discounts or commissions with any offering of common shares under this prospectus.

~~There is~~Shares ~~no underwriter participation in the sale~~ of ~~the~~Common ~~shares in this offering.~~Stock

~~Before~~We ~~this~~are offering, ~~there~~on ~~was~~an nounderwritten, ~~public~~firm ~~market~~commitment ~~for our common stock~~basis, shares ~~and we have not applied for the listing or quotation~~ of our common stock on, ~~any~~par ~~public~~value ~~market~~$0.0001 per Weshare, ~~have~~at ~~arbitrarily~~an ~~determined~~assumed ~~the~~public offering price of $~~1.50~~ per share ~~concerning~~(based ~~this~~on ~~offering. The offering price bears no relationship to our assets, book value, earnings, or other customary investment criteria. After~~ the ~~registration~~last ~~statement’s~~reported ~~effective~~sales ~~date,~~price wefor ~~intend to seek a market maker to apply with the OTCMarkets to have~~ our common stock as quoted on the OTCQB. ~~We currently~~on , ~~have no market maker who has agreed to list quotations for our stock~~2025). ~~There is no assurance that an active trading market for our shares will develop or will be sustained if developed.~~

~~You~~Our ~~should~~common ~~rely~~stock ~~only~~is currently traded on the ~~information~~over-the-counter ~~contained~~market inand ~~this~~quoted ~~prospectus~~on the OTCQB under the symbol “AIUG”. We have ~~not~~applied ~~authorized~~to ~~anyone~~list toour ~~provide~~common ~~you~~stock ~~with~~on ~~information~~the ~~different from~~Nasdaq ~~this~~Capital ~~prospectus~~Market, or Nasdaq, under the symbol “AIUG”. ~~The~~No ~~information~~assurance can ~~contained~~be ingiven ~~this~~that: ~~prospectus~~our isapplication ~~accurate~~will ~~only~~be asapproved ofor that the ~~date~~trading prices of ~~this~~our ~~prospectus,~~common ~~regardless~~stock on the OTCQB will be indicative of the ~~time~~prices of ~~delivery~~our ofcommon ~~this~~stock ~~prospectus~~if orour ~~any~~common ~~sale~~stock ofwere ~~our~~traded on Nasdaq. We will not proceed with this offering in the event the common ~~shares~~stock is not approved for listing on Nasdaq.

~~Our~~The offering price of our shares ~~business~~of iscommon ~~subject~~stock towill ~~many~~be ~~risks,~~determined between the lead underwriter and ~~investment~~us inat the time of pricing, considering our ~~shares~~historical performance and capital structure, prevailing market conditions, and overall assessment of ~~common~~our ~~stock~~business, ~~will~~and ~~also~~may ~~involve~~be at a ~~high~~discount ~~degree~~to ofthe ~~risk~~current market price. ~~You~~Therefore, ~~should~~the ~~carefully consider~~recent market price of our common stock and the ~~factors~~public ~~described~~offering ~~under~~price of the ~~heading~~common ~~“Risk~~stock ~~Factors”~~used ~~beginning~~throughout this onprospectus ~~page~~may 6not ~~before~~be ~~investing~~indicative inof ~~our~~the actual public offering price for the shares of common stock.

		Number of Shares				Offering Price				Underwriting Discounts and Commissions				Net Proceeds to the Company (1)
Total			15,786,820			$	1.50				-0-			$	-

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 17 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

~~(1)All~~Neither ~~proceeds~~the ~~will~~Securities goand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the ~~selling~~contrary ~~shareholders~~is a criminal offense.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

	Per Share	Total
Public offering price	$	$
Underwriter’s discounts and commissions ^{(1) (2)}	$	$
Proceeds to us, before expenses	$	$

This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

(1)	Represents underwriting discounts equal to 7% per share of common stock, which is the underwriting discounts we have agreed to pay to the underwriters.
(2)	Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering, payable to the underwriters, or the reimbursement of certain expenses of the underwriters. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.”

~~The~~We have granted the underwriters ~~date~~a 30-day option to purchase up to additional shares of ~~this~~common ~~prospectus~~stock isto ~~__________~~cover over-allotments, ~~2022~~if any, at the public offering price per share of common stock, less the underwriting discounts payable by us.

1The underwriters expect to deliver the shares of common stock on or about , 2025.

The Benchmark Company

The date of this prospectus is , 2025.

TABLE OF CONTENTS

	Page
Prospectus Summary	3
PROSPECTUS SUMMARY	1
The Offering	6
THE OFFERING	15
Summary Financial Information	7
SUMMARY CONSOLIDATED FINANCIAL DATA	16
Risk Factors	8
RISK FACTORS	17
Use of Proceeds	16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	26
Determination of Offering Price	16
USE OF PROCEEDS	27
Dilution	16
DIVIDEND POLICY	28
Description of Securities	17
CAPITALIZATION	28
Selling Shareholders	19
DILUTION	29
Dividend Policy	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
Plan of Distribution	21
DESCRIPTION OF BUSINESS	37
Description of Business	24
MANAGEMENT	48
Legal Proceedings	30
EXECUTIVE COMPENSATION	52
Market for Common Equity and Related Stockholder Matters	31
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	53
Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
DESCRIPTION OF CAPITAL STOCK	57
Directors, Executive Officers, Promoters, and Control Persons	36
PRINCIPAL STOCKHOLDERS	60
Security Ownership of Certain Beneficial Owners and Management	39
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	61
Certain Relationships and Related Transactions	40
SHARES ELIGIBLE FOR FUTURE SALE	65
Indemnification for Securities Act Liabilities	41
UNDERWRITING	66
Interests of Named Experts and Counsel	42
LEGAL MATTERS	71
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	42
EXPERTS	71
Where You Can Find More Information	42
INDEX TO FINANCIAL STATEMENTS	F-1
Financial Statements	F-1

~~Please~~You should rely only on the information contained ~~read~~in this prospectus. ~~carefully~~Neither we nor the underwriters have authorized anyone else to provide you with different information. ItWe ~~describes~~take ~~our~~no responsibility ~~business~~for and can provide no assurance as to the reliability of, ~~financial~~any ~~condition~~other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and ~~the~~in ~~results~~jurisdictions ofwhere ~~operations~~it is lawful to do so. The Weinformation ~~have~~contained ~~prepared~~in this prospectus sois ~~that~~current ~~you~~only ~~will~~as ~~have~~of its date. You should also read this prospectus together with the additional information ~~necessary~~described tounder ~~make~~“ anWhere ~~informed~~You ~~investment~~Can ~~decision~~Find Additional Information.”

AFor investors outside of the United States: ~~CAUTIONARY~~Neither ~~NOTE~~we ~~REGARDING~~nor ~~FORWARD-LOOKING~~the ~~STATEMENTS~~underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus outside of the United States.

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.i

~~While~~Commonly ~~these~~Used ~~forward-looking~~Defined statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any forward-looking statements to conform these statements to actual results.Terms

2Unless otherwise indicated or the context requires otherwise, references in this registration statement to:

●	Unless the context provides otherwise, “registrant,” “we,” “us,” “our company,” “our,” “the Company” and “AIUG” is to AI Unlimited Group, Inc., a Delaware corporation; and when describing the financial results of AIUG, also includes its subsidiaries;

●	“Lever Technology” refers to Lever Technology, Inc., a corporation organized under the laws of California and a wholly owned subsidiary of AIUG;

●	“Shares,” “shares” or “shares of common stock” are to the shares of common stock of AI Unlimited Group, Inc., with par value of $0.0001 per share;

●	All references to “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States; and

●	“Website” is to our website at https://www.aiug.ai/.

Numerical figures included in this registration statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

We have relied on statistics provided by a variety of publicly available sources regarding expectations of growth of global logistics industry. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this registration statement other than to the extent specifically cited herein. We have sought to provide current information in this registration statement and believe that the statistics provided in this registration statement remain up-to-date and reliable, and these materials are not incorporated in this registration statement other than to the extent specifically cited in this registration statement.

TRADEMARKS

We own or have rights to trademarks or trade names that we use in connection with the operation of our businesses, our corporate names, logos and website names. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ^™symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies. All other trademarks are the property of their respective owners.

MARKET DATA

We are responsible for the disclosure in this prospectus. This prospectus incorporates industry data sourced from market research, publicly accessible information and industry publications. While we have not directly commissioned or funded these sources, we believe the information obtained from them to be reliable. Nonetheless, we assume responsibility for the accuracy and completeness of all information presented in this prospectus, including data derived from third-party sources. This includes the information provided through active hyperlinks to external reports and publications. We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties or by us.

PROSPECTUS SUMMARY

AsThis ~~used~~summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, ~~references~~including our tofinancial statements and related notes, and especially the “~~Company,~~Risk Factors” beginning on page 17. All references to “we,” “us,” “our,” “~~us,~~Company” or ~~“LEVER”~~ similar terms used in this prospectus refer to ~~Lever~~AI ~~Global~~Unlimited ~~Corporation~~Group, ~~unless~~Inc. a Delaware corporation. Unless otherwise indicated, the ~~context~~term “fiscal year” refers to our fiscal year ending December 31. Unless otherwise ~~indicates~~indicated, the term “common stock” refers to shares of AIUG common stock.

~~We maintain our website at www.leverdebt.com. You should not consider the information on such a website as part of this prospectus.~~Overview

ItAI ~~would~~Unlimited beGroup ~~best~~(AIUG) ifis ~~you~~a ~~relied~~transformative ~~only~~force onin the ~~information~~fintech ~~contained~~and inartificial ~~this~~intelligence ~~prospectus.~~sectors, Wecommitted ~~have not authorized anyone~~ to ~~provide~~redefining ~~you~~how ~~with information~~people ~~different~~manage ~~from~~their ~~the~~finances, ~~information~~travel, ~~contained~~and ~~in this prospectus~~debt. ~~The~~Through ~~information~~its ~~contained~~innovative insubsidiaries—NestEgg, ~~this~~LLC, ~~prospectus~~Travl.LLC, isLever, ~~accurate~~and ~~only~~Resolve Debt, asLLC—AIUG ofharnesses the ~~date,~~ ~~regardless~~power of ~~when~~AI ~~this~~to ~~prospectus~~deliver istailored ~~delivered~~solutions orthat ~~when~~simplify ~~any~~complex ~~sale~~processes, ofenhance ~~our~~financial empowerment, ~~securities~~and ~~occurs.~~create ~~The~~unparalleled ~~following~~user ~~summary~~experiences. ~~highlights~~Our ~~selected information~~mission ~~contained~~is into ~~this~~democratize ~~prospectus.~~access ~~Before~~to ~~making~~cutting-edge ~~an investment decision~~technology, ~~you~~bridging ~~should read~~ the ~~entire prospectus carefully, including~~ ~~the~~gap ~~“Risk~~between ~~Factors”~~traditional ~~section, the financial statements,~~ and ~~the~~digital ~~notes~~ecosystems to ~~the~~empower ~~financial~~individuals ~~statements~~and businesses worldwide.

~~Company~~With ~~Overview~~a dynamic leadership team and a visionary approach, AIUG is building a portfolio of scalable, high-impact platforms that address critical needs in trillion-dollar markets.

Lever Global Corporation was incorporated under the laws of the State of Delaware on March 24, 2022. We have developed computer programs and other technology to support or enable banking and financial services, commonly referred to as ‘fintech” We are a fintech-driven consumer debt management company. Our ~~mission is to empower subscribers to use our app to become financially~~ independent by managing their debt obligations. 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 2015. The Company has a wholly-owned subsidiary, Lever Technology, Inc. (“Lever Technology”), a California corporation. There are no operating activities for Lever Technology.Subsidiaries

~~Our flagship product, the Lever Debt App (“App”), allows everyday people to negotiate, repay, and settle student loans for the US market without the complexity and confusion of the fine print~~1. ~~The App helps subscribers with debt management - negotiation~~NestEgg, repayment, and settlement. We are committed to providing our subscribers with impartial guidance in their journey towards financial independence. The App will be available on the Play Store (Android) and App Store (iOS) under Lever Debt App (the “App”) as its brand name for a subscription-based fee billed monthly or annually.LLC:

~~The~~A ~~App~~next-generation ~~will~~wealth ~~help~~management ~~the~~platform ~~subscriber~~combining inAI-driven ~~debt~~insights ~~negotiation~~with ~~through~~a ~~continued~~robust ~~education~~regulatory ~~and~~foundation. ~~recommendations~~NestEgg ondelivers ~~how and when to refinance the~~seamless ~~student loan, federal student loan prequalification and enrollment,~~ access ~~credit~~to ~~scores,~~traditional and ~~other~~alternative ~~features that enable subscribers to manage their debt obligations smartly~~investments, ~~intuitively,~~empowering ~~and~~users ~~cost-effectively. The Company initially intends~~ to ~~target~~build ~~student debt holders in the United States as its primary customer base. The Company believes that manually managing debt is complex and time~~long-~~consuming,~~term ~~which involves~~wealth ~~actively~~through ~~monitoring~~personalized ~~personal~~financial ~~finances, estimating payments, negotiating with lenders, and finding the proper federal and state~~strategies ~~grants~~ and ~~loan~~innovative ~~arrangements.~~products Itlike isESG ~~difficult~~portfolios ~~to maintain~~ and ~~monitor these loan terms with annual renewals that can last up to twenty~~crypto-~~one (21)~~backed ~~years on average~~IRAs.

~~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~~2. ~~Still, the borrower may also be subject to wage garnishment when the lender automatically takes a portion of the paycheck to repay the loan~~Travl. In addition, defaulting on a student loan can lead to the seizure of tax refunds and Social Security benefits. The Company believes if borrowers are struggling to make student loan payments, it’s crucial to take action before falling too far behind. The Lever Debt app allows the borrower to contact the loan servicer to discuss options, including deferment or forbearance. The Company believes taking action through its intuitive technology can help them avoid the devastating consequences of student loan default.LLC:

The ultimate travel companion for modern explorers, Travl.App integrates AI-powered planning, budgeting, and booking tools into a single platform. By addressing financial barriers and delivering personalized travel experiences, Travl.App democratizes travel for millennials, Gen Z, and emerging market consumers.

Lever:

A groundbreaking platform simplifying student loan management. Lever uses AI to automate repayment plan recommendations, streamline enrollment, and ensure compliance with federal regulations, saving borrowers time, money, and stress in navigating $1.6 trillion in U.S. student loan debt.

Resolve Debt, LLC:

A leader in AI-powered accounts receivable and debt recovery solutions, Resolve Debt enhances operational efficiency and compliance for businesses. Its predictive analytics and sentiment-based communication strategies help clients recover funds faster while maintaining positive customer relationships.

Our Vision and Market Potential

AIUG operates at the intersection of trillion-dollar industries, addressing significant challenges with innovative solutions:

●

Student Loan Management: Addressing the $1.6 trillion U.S. student loan market, where 43 million borrowers need simplified, compliant solutions.

	●	Debt Recovery: Revolutionizing a $50 billion industry with AI-driven automation and predictive analytics.

	●	Wealth Management: Capturing a share of the $13 trillion IRA market and the $68 trillion generational wealth transfer opportunity.

	●	Global Travel: Redefining the $600 billion online travel market with personalized, mobile-first solutions for a new generation of travelers.

Our Leadership Team

AIUG’s success is driven by a team of visionary leaders and innovators who bring diverse expertise and a shared commitment to excellence:

Ike Pyun, SVP of Travl.App:

A trailblazer in the hospitality and fintech sectors, Ike has successfully launched customer-first platforms like TabbedOut and Velocity Black. At Travl.App, Ike is pioneering AI-driven travel solutions that address financial barriers and elevate the user experience.

Gonzalo Mordecki, Product Manager, ML & AI:

A mastermind in machine learning and AI product development, Gonzalo spearheads the integration of cutting-edge technologies across AIUG’s platforms. His expertise ensures that AIUG remains at the forefront of innovation, delivering unmatched personalization and predictive capabilities.

Trent McKendrick, CEO:

A seasoned entrepreneur with a proven track record in scaling SaaS businesses, Trent provides strategic direction and leadership for AIUG. His vision drives the company’s commitment to democratizing access to AI-powered tools that create tangible value for users.

Regina Brauer, SVP of Partnerships:

Regina’s expertise in building strategic alliances enables AIUG to expand its market reach and create synergistic collaborations that enhance the user experience across all platforms.

Esteban Maestro, AI Product Manager:

Esteban leads the design and development of AI tools that power user-centric features, ensuring AIUG’s platforms deliver intuitive, impactful solutions tailored to individual needs.

Unified Growth Strategy

AIUG’s unified approach integrates the strengths of its subsidiaries to create a comprehensive ecosystem:

	●	Cross-Platform Synergies: Encouraging users to transition from debt repayment (Lever) to wealth-building (NestEgg) and leveraging financial savings to enhance lifestyle experiences (Travl.App).

	●	Technology Leadership: Investing in AI and machine learning capabilities to enhance personalization, scalability, and operational efficiency across all platforms.

	●	Global Reach: Expanding into underserved markets with localized solutions tailored to regional needs and opportunities.

	●	Strategic Partnerships: Collaborating with financial institutions, fintech platforms, and industry leaders to drive adoption and innovation.

Why AI Unlimited Group?

AIUG represents the future of fintech and AI innovation, delivering solutions that are not only scalable but also profoundly impactful. By combining visionary leadership, cutting-edge technology, and a commitment to addressing real-world challenges, AIUG is poised to redefine how individuals and businesses interact with technology. Together, our platforms empower users to achieve financial independence, travel the world, and optimize their operations—all with the seamless support of AI-powered tools.

NestEgg, LLC Business Description

Overview

NestEgg, a flagship platform under AI Unlimited Group, is a next-generation wealth management and retirement planning platform that integrates advanced artificial intelligence (AI) with a robust, regulated broker-dealer framework. With the acquisition of BeyondTrade Securities and a partnership with Apex Clearing, NestEgg provides seamless access to traditional and alternative investment products while delivering tailored financial solutions that empower users to maximize their financial potential.

NestEgg’s mission is to democratize wealth creation by offering tools that simplify investment management, enhance accessibility, and align with the values of modern investors.

Industry Background

The wealth management industry is undergoing a significant transformation, driven by technological advancements, changing investor expectations, and evolving demographics:

	1.	Digital-First Investing: Investors increasingly demand mobile-first, AI-driven platforms that provide transparency, accessibility, and real-time insights.

	2.	Generational Wealth Transfer: Over $68 trillion is expected to transfer from baby boomers to millennials and Gen Z in the next two decades, creating an unprecedented opportunity for platforms catering to younger, tech-savvy investors.

	3.	ESG Investments: Socially responsible investing has surged, with environmental, social, and governance (ESG) funds attracting record inflows as investors prioritize values-aligned portfolios.

NestEgg is strategically positioned to capitalize on these trends by offering innovative, AI-powered solutions designed for a rapidly evolving investment landscape.

Our Solutions

NestEgg provides a comprehensive suite of products and features tailored to meet the diverse needs of today’s investors:

	●	Personalized Wealth Management: AI-driven insights deliver tailored investment strategies that align with user goals, risk tolerance, and financial milestones.

	●	Global Market Access: Offers seamless investments in U.S. and international equities, ETFs, and mutual funds, along with exposure to alternative assets like real estate, private equity, and cryptocurrency.

	●	Tax Optimization: Automated tax-loss harvesting and planning tools ensure investors maximize returns while minimizing liabilities.

	●	Retirement Planning: Features dedicated to Individual Retirement Accounts (IRAs), enabling users to optimize contributions and access tax-advantaged growth.

	●	Secured Lending: Provides liquidity through portfolio-backed loans, allowing users to borrow without liquidating assets or triggering taxable events.

~~The~~Market 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 Debt App further informs the subscribers when and how to refinance their student loans. Based on the inputs the subscriber provides, the Lever Debt App provides visual guidelines on how the subscriber’s budget and spending suit their student loan repayments.Opportunity

~~The~~NestEgg ~~Lever~~operates ~~App~~in ~~provides~~a ~~subscribers~~high-growth ~~instant~~sector ~~matches~~of ~~through Student Aid,~~ the ~~largest~~$49 ~~provider~~billion ofAI-driven ~~financial~~fintech ~~aid~~market ~~for college in the United States,~~ and ~~other~~addresses ~~Federal student aid programs. The subscriber can access~~ the ~~complex~~$13 ~~world~~trillion ofIRA ~~student debt management in an easy four-step process through the Lever Debt App, which includes~~segment:

●1. ~~Basic~~Wealth ~~subscriber~~Management ~~information~~Growth: ~~per~~The ~~KYC~~global ~~requirements,~~wealth ●management ~~The~~market ~~subscriber~~is ~~links~~projected ~~one~~to orgrow ~~multiple~~at ~~loans~~a incompound ~~real-time,~~annual ~~also~~growth ~~known~~rate as(CAGR) ~~the~~of ~~Enrollment~~7.5%, ●driven ~~The~~by ~~software~~increasing ~~matches~~demand ~~with~~for updigital-first tofinancial ~~three~~tools. ~~(3)~~2. ~~options~~IRA toMarket ~~manage~~Potential: ~~loans~~IRAs ~~(deferment~~continue orto ~~forbearance~~be ora ~~reduce~~cornerstone ~~payments,~~of ~~etc.)~~retirement savings, ~~and~~with ●assets ~~The~~exceeding ~~subscriber~~$13 ~~picks~~trillion in the ~~best~~U.S. ~~option~~alone. to3. ~~connect~~Millennial toand ~~the~~Gen ~~best~~Z ~~United~~Investors: ~~States~~Younger ~~Government~~investors ~~aid~~are ~~program~~embracing todigital ~~complete~~platforms, ~~the~~with ~~application~~mobile-first solutions driving engagement and adoption.

~~Once~~Revenue subscribers sync their respective loans with the Lever Debt App, the software automates with a data-driven algorithm to match users with qualifying federal loan programs. Approximately 47% of student loan holders qualify for these programs, resulting in ~68.04 m loans with a ~99% approval. The app also provides credit score insights and payments 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.Streams

~~From March 24, 2022 (‘Inception Date~~NestEgg’~~) to May 31, 2022, the Company did not earn any~~ s revenue. ~~The Company expects to earn revenues through a subscription-based~~ model, ~~where it will charge monthly recurring fees to subscribers. The Company~~ is ~~currently~~designed ~~developing and~~for ~~testing~~scalability ~~the App, which it expects to market~~ and ~~launch in the end of the fourth quarter of fiscal 2022. The App will be available on the App Store and PlayStore.~~diversification:

~~To date,~~1. weSubscription ~~have~~Revenue: ~~raised~~Premium antiers ~~aggregate~~offer ofadvanced ~~$2,905,000~~features ~~through~~such ~~related~~as ~~party~~personalized ~~advances~~tax optimization, ESG portfolios, and ~~private~~access ~~placement~~to ofalternative ~~our~~investments. ~~common~~2. ~~stock~~Transaction-Based toRevenue: ~~our~~Earns ~~officers, directors,~~commissions ~~friends~~on trades, ~~relatives~~alternative asset transactions, and ~~business~~cryptocurrency ~~associates~~investments. We3. ~~have~~Net ~~used~~Interest ~~these~~Revenue: ~~funds~~Interest ~~from~~earned ~~related~~on ~~party~~uninvested ~~advances~~cash balances and ~~stock~~securities ~~sale~~lending. ~~proceeds~~ 4. Advisory and Management Fees: Charges fees for ~~working~~managed ~~capital~~accounts, including ESG and ~~corporate~~specialized ~~development~~portfolios. 5. Partnership Revenue: Collaborates with financial institutions to integrate NestEgg’s platform into broader wealth management services.

~~Corporate~~Key ~~Information~~Features and Benefits

~~The~~NestEgg ~~Company’s~~provides ~~principal~~a ~~office is Level 11~~seamless, ~~9255~~user-focused Wexperience ~~Sunset~~through ~~Blvd,~~innovative ~~West Hollywood, CA 90069. Our telephone number is (800) 309-5983.~~features:

~~As of~~● ~~the~~AI-Powered ~~date~~Personalization: ofProprietary ~~this~~algorithms ~~prospectus~~recommend investment strategies and identify market opportunities in real time. ● Advanced Custody Services: Apex Clearing ensures fast, ~~there~~secure istransactions noand ~~public~~robust ~~trading~~asset ~~market~~custody. ~~for~~● ~~our~~Comprehensive ~~common~~Portfolio ~~stock~~Access: Users can invest in traditional and noalternative ~~assurance~~assets, ~~that~~including acryptocurrency-backed ~~trading~~IRAs ~~market~~and ESG funds. ● Integrated Financial Ecosystem: Tools for ~~our securities~~saving, ~~will~~investing, ~~ever~~and ~~develop~~borrowing create a holistic financial management experience.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” defined in the Jumpstart Our Business Startups Act of 2012 or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that generally apply to public companies. These provisions include:

● an exemption from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002 on the design and effectiveness of our internal controls over financial reporting;

● an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; ● reduced disclosure about the Company’s executive compensation arrangements; and ● exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or shareholder approval of any golden parachute arrangements.Competitive Landscape

WeNestEgg ~~may~~differentiates ~~take~~itself ~~advantage~~from ofcompetitors ~~some,~~by ~~but~~combining ~~not~~regulatory ~~all~~compliance, oftechnological ~~the available benefits under the JOBS Act. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly~~innovation, ~~the~~and ~~information~~diverse ~~contained~~product ~~herein may be different than the information you receive from other public companies where you hold stock.~~offerings:

~~In addition,~~● ~~the~~Robo-Advisors: ~~JOBS~~Platforms ~~Act~~like ~~provides~~Betterment ~~that~~focus anon ~~emerging~~low-cost ~~growth~~automated ~~company~~portfolios ~~can~~but ~~take~~lack ~~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~~depth of ~~some~~NestEgg’s ~~accounting~~advanced ~~standards until~~features ~~those~~and ~~standards~~alternative ~~would~~investments. ~~otherwise~~● ~~apply~~Trading toPlatforms: ~~private~~Competitors ~~companies.~~like WeRobinhood ~~have~~emphasize ~~elected~~short-term ~~not~~trading, towhereas ~~avail~~NestEgg ~~ourselves~~focuses ofon ~~the~~long-term ~~delayed~~wealth ~~adoption~~creation ofand ~~new or~~retirement ~~revised accounting standards~~planning. ~~Therefore,~~● weTraditional ~~will~~Advisors: ~~adopt~~Legacy ~~new~~wealth ormanagement ~~revised~~firms ~~generally~~offer ~~accepted~~personalized ~~accounting~~advice ~~principles~~but inoften ~~the~~at ~~United~~a ~~States on~~higher ~~the~~cost ~~relevant~~and ~~dates~~with onless ~~which~~accessibility ~~adoption of such standards is required~~ for ~~other~~tech-savvy, ~~public~~younger ~~companies that are not emerging growth companies~~investors.

AsGrowth amended, we are also a “smaller reporting company” defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934. We may remain a smaller reporting company until we have a non-affiliate public float above $250 million and annual revenues above $100 million, or a non-affiliate public float above $700 million and annual revenues less than $100 million, each as determined yearly. Even after we no longer qualify as an emerging growth company, we may still be eligible as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements.Strategy

~~For~~NestEgg’s ~~a description of the qualifications and other requirements applicable to emerging~~ growth ~~companies~~is ~~and~~fueled ~~certain~~by ~~elections~~strategic initiatives that wefocus ~~have made~~on ~~due to our status as an emerging growth company~~innovation, ~~see “RISK FACTORS RISKS RELATED TO THIS OFFERING~~expansion, ~~AND~~and ~~OUR~~user COMMON STOCK – WE ARE AN ‘EMERGING GROWTH COMPANY,’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 6 of this prospectus.engagement:

	1.	Product Development: Expand offerings to include ESG-focused portfolios, fractional ownership of real estate, and blockchain-based investment vehicles.

	2.	Geographic Expansion: Target emerging markets with region-specific solutions tailored to local regulatory environments and tax laws.

	3.	Corporate Partnerships: Collaborate with employers to integrate NestEgg into financial wellness programs, boosting user acquisition and engagement.

	4.	Educational Campaigns: Empower users through financial literacy programs and AI-driven personalized advice, fostering trust and loyalty.

Financial Overview

NestEgg has demonstrated consistent growth in user acquisition and revenue generation, reflecting its ability to meet market demands:

	●	Strong subscription and transaction-based revenue growth year-over-year.

	●	Increasing adoption of premium features, driven by user engagement with personalized financial planning tools.

	●	Ongoing investment in research and development to maintain technological leadership.

Risk Factors

NestEgg’s business faces certain risks, including:

	1.	Regulatory Changes: Alterations in financial regulations could require adjustments to our business model and product offerings.

	2.	Market Volatility: Fluctuations in financial markets may impact user confidence and trading activity.

	3.	Technological Innovation: Rapid advancements in fintech require continuous innovation to maintain competitive differentiation.

	4.	Data Security: Cybersecurity threats could compromise user data and harm our reputation.

~~THE OFFERING~~Conclusion

Securities offered by selling shareholders:		15,786,820 shares of our common stock, par value $0.0001 per share.
Offering price:		$1.50
Net proceeds to us:		We will not receive any proceeds from the sale of common stock in this offering.
The market for the common shares:		There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker apply with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over the Counter Bulletin Board and OTCQB. We do not yet have a market maker who has agreed to file our application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it challenging to resell the securities offered herein.
Shares outstanding prior to offering:		63,660,926
Shares outstanding after offering:		63,660,926
Risk Factors:		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 6.

NestEgg is at the forefront of the digital wealth management revolution, combining advanced AI, comprehensive financial tools, and a commitment to user-centric design. With a robust regulatory foundation and a focus on innovation, NestEgg is positioned to capture significant market share and deliver long-term value to its users and stakeholders. By empowering individuals to confidently manage their financial futures, NestEgg is redefining the future of wealth management for a new generation of investors.

Travl.LLC Business Description

Overview

Travl.App, a core platform under AI Unlimited Group, is redefining the online travel experience by combining cutting-edge AI technology with an innovative digital wallet for seamless travel planning, budgeting, and booking. Designed for a generation of experience-focused travelers, Travl.App eliminates financial and logistical barriers, enabling users to save smarter, plan better, and travel more often.

Travl.App operates as a personalized travel companion, offering real-time recommendations and financial tools that enhance every stage of the travel journey. By integrating advanced AI, secure payment solutions, and exclusive partnerships, Travl.App positions itself as the go-to platform for modern, mobile-first travelers.

Key Differentiators

Democratizing Travel:

Travl.App empowers users to overcome financial constraints by integrating budgeting and savings tools with booking capabilities. This democratization of travel enables more people to turn their travel dreams into reality.

End-to-End Travel Management:

Unlike traditional booking platforms, Travl.App offers a comprehensive experience that begins with saving for a trip and extends to real-time expense tracking and spending management during travel.

Personalized Insights:

The platform uses AI to deliver tailored recommendations for flights, accommodations, and activities based on individual preferences, past behavior, and budgetary goals.

Revenue Streams

Travl.App generates revenue through a diversified model that aligns with the platform’s core offerings:

Subscription Revenue:

	○	Premium subscriptions provide access to advanced savings features, personalized itineraries, and exclusive travel deals.

	○	A freemium-to-premium pipeline converts users as their travel planning needs evolve.

Transaction-Based Revenue:

	○	Earns commissions on bookings made through the platform, including flights, hotels, and activities.

	○	Generates revenue from wholesale airfare rates offered through the TraveloPro API.

Partnership Revenue:

	○	Collaborates with airlines, hotels, and financial service providers to deliver bundled deals and secure revenue-sharing agreements.

	○	Integration with BNPL (Buy Now, Pay Later) providers like Marquetta drives transactional growth.

~~SUMMARY FINANCIAL~~4. ~~INFORMATION~~Value-Added Services:

~~The following~~○ ~~tables~~Offers ~~provide~~optional ~~summary~~services ~~financial~~like ~~statement~~travel ~~data~~insurance, ~~from~~visa ~~March 24~~assistance, ~~2022~~and ~~(“Inception”)~~lounge ~~to May 31~~access, ~~2022.~~creating Weadditional ~~have~~revenue ~~taken the financial statement data from our audited financial statements~~opportunities. ~~The~~○ ~~results~~Launching ~~of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. You should read the financial data in conjunction with~~ “~~Management’s Discussion~~Travl ~~and Analysis of Financial Condition and Results of Operations~~Coin,” ~~our~~a ~~financial~~blockchain-based ~~statements,~~rewards ~~and~~ecosystem ~~the~~for ~~related~~travelers, ~~notes~~encouraging ~~included in~~platform ~~this prospectus~~loyalty.

~~Financial~~Key ~~Condition~~Features and Benefits

Balance Sheet	May 31, 2022
Total assets, $		3,172,025
Total liabilities		50,000
Stockholder’s equity		3,122,025

Travl.App’s suite of features caters to the evolving needs of digital-first travelers:

~~Operating Summary~~● AI-Driven Personalization: Tailored recommendations for flights, hotels, and activities ensure users receive options that match their interests and budgets. ● Digital Travel Wallet: Allows users to save incrementally for trips, manage budgets, and access spending insights during travel. ● Dynamic Price Monitoring: Alerts users to optimal booking times, helping them secure the best deals. ● BNPL and Flexible Payments: Enables users to book trips with manageable payment plans, increasing accessibility. ● Comprehensive Itineraries: AI-powered tools help users create day-by-day plans, including dining, sightseeing, and transportation suggestions.

	From March 24, 2022 (“Inception”) to May 31, 2022
Operating Data	(Audited)
Revenue, $		-
Net loss		(567,791	)
Net loss per share		(0.01	)

Market Context and Opportunity

Travl.App operates within the $600.5 billion global online travel market, projected to reach $1.1 trillion by 2032, with a CAGR of over 7%. The platform targets key market trends:

	1.	Mobile-First Travelers: Over 55% of travel bookings are made on mobile devices, emphasizing the need for user-friendly, app-based solutions.

	2.	Millennial and Gen Z Focus: These demographics prioritize experiences over material goods and are responsible for the majority of travel spending.

	3.	Rising Financial Barriers: With 74% of millennials struggling to save for travel, tools like Travl.App’s digital wallet and BNPL integration directly address a significant market need.

Competitive Analysis

Travl.App stands out in the crowded travel marketplace by focusing on personalization, financial integration, and end-to-end management:

	●	Traditional platforms like Expedia and Booking.com prioritize volume-based bookings but lack deep financial tools or AI-driven personalization.

	●	Emerging players in travel budgeting focus solely on saving, whereas Travl.App integrates savings with seamless booking and spending management.

	●	Travl.App’s partnerships with content providers and payment processors add unique value not offered by competitors.

~~RISK~~User ~~FACTORS~~Acquisition Strategy

~~This investment has a high degree of risk~~Travl. ~~Before investing, you should carefully consider the risks and uncertainties described below and~~App’s ~~the~~growth ~~other~~strategy ~~information~~centers inon ~~this prospectus. If the following risk factors occur~~accessibility, ~~it will negatively impact our business~~personalization, ~~operating results,~~ and ~~financial~~community ~~condition, resulting in a decrease in the value of our stock. This means you could lose all or a part of your investment.~~engagement:

~~Risk Related~~1. Targeted Digital Marketing: Uses AI to ~~Recent~~identify ~~Global~~and ~~Events~~engage key user demographics, including millennials and Gen Z travelers. 2. Partnership-Driven Growth: Collaborates with travel influencers, airlines, and financial institutions to boost brand visibility and attract users. 3. Freemium Model: Offers free tools to attract users, with optional premium features driving conversion. 4. Gamification and Loyalty: Introduces Travl Coin, a blockchain-based rewards program that incentivizes saving, booking, and spending within the platform.

~~The~~Future ~~COVID-19 pandemic may materially adversely impact the Company’s business results of operations and financial condition.~~Vision

~~The consequences of the COVID-19 pandemic may adversely impact the Company’s business, consolidated results of operations, cash flows, and financial condition~~Travl. ~~In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. No recent, comparable~~App ~~event~~aims ~~guides the myriad of impacts that COVID- 19 may have; however, its effects on the market and economic conditions remain a significant risk. There are numerous uncertainties related~~ to ~~the~~become ~~full consequences of COVID-19, including~~ the ~~severity~~ultimate oftravel ~~the~~companion ~~disease~~by ~~itself,~~continuing the duration of the pandemic and any future recurrence of the outbreak, further actions that governmental authorities may take, the impact on the businesses of the Company’s customers, the demand for the Company’s products and the Company’s ability to ~~sell and~~integrate ~~provide~~advanced ~~new~~technology ~~goods~~ and ~~services, including as a result of travel restrictions, employees working from home and other factors. The Company’s customers may also slow down decision~~user-~~making~~focused ~~regarding new purchases, delay work previously scheduled, or seek price concessions or modified payment terms in response to strains on their businesses.~~features:

~~Since its~~● ~~incorporation,~~Geographic ~~the~~Expansion: ~~Company~~Focus ~~has~~on ~~taken~~emerging ~~proactive~~markets ~~measures~~like ~~intended~~Southeast toAsia ~~help~~and ~~minimize~~Latin ~~the~~America, ~~risk~~where ofmobile ~~the~~adoption ~~virus~~and totravel ~~the~~aspirations ~~Company’s~~are ~~employees, including~~growing ~~suspending~~rapidly. ~~travel~~● ~~and~~Innovative ~~requiring~~Product ~~employees~~Launches: toIntroduce ~~work~~augmented ~~remotely.~~reality ~~While~~(AR) ~~the~~for ~~Company~~immersive ~~believes~~destination itpreviews isand ~~currently~~AI-driven ~~operating~~language ~~the~~translation ~~Company’s business~~for ~~effectively~~seamless ~~despite~~global ~~these~~experiences. ~~challenges,~~● ~~substantially~~Sustainability ~~all~~Initiatives: ofPartner ~~the~~with ~~Company’s~~eco-friendly ~~employees~~travel ~~continue~~providers and promote green travel options to ~~work~~align ~~remotely~~with user values.

Deteriorating economic conditions arising from the consequences of COVID-19, such as increased unemployment, a decline in business and consumer confidence and spending, or a recession, could adversely impact the demand for the Company’s products and cause a decrease in the Company’s revenues. Any material adverse change to the Company’s business results would increase the risk of impairment to the Company’s goodwill and other tangible assets, and any such impairment charge would likely be material. Even after the current COVID-19 pandemic has subsided, the Company may continue to be exposed to materially adverse risks to the Company’s business due to the breadth of its economic impact, including how quickly and to what extent normal economic and operating conditions resume.Conclusion

~~The~~Travl.App ~~Russia~~combines advanced AI, personalized financial tools, and a seamless booking experience to redefine travel for a new generation of explorers. By integrating end-~~Ukraine~~to-end ~~conflict~~travel ~~may~~solutions ~~materially~~with ~~adversely~~innovative ~~impact~~revenue models, Travl.App is positioned to capture significant market share and foster lasting customer loyalty. Whether saving for a dream vacation, booking the ~~Company’s~~perfect ~~business~~itinerary, ~~results~~or ofmanaging ~~operations~~spending on the go, Travl.App delivers a transformative experience that empowers users to travel smarter and ~~financial~~more ~~condition~~often.

~~The~~Lever ~~geopolitical~~Business situation in Eastern Europe intensified on February 24, 2022, with Russia’s 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 prospectus, there has been no disruption in our operations.Description

Overview

Lever, a flagship platform under AI Unlimited Group, is revolutionizing student loan management by using AI to simplify repayment strategies and optimize financial outcomes for borrowers. Designed to address the complexities of managing $1.6 trillion in U.S. student loan debt, Lever provides access to a comprehensive database of Department of Education repayment programs, automating the discovery, enrollment, and recertification processes. Lever empowers borrowers to navigate their financial challenges with confidence, offering a seamless, user-friendly platform that saves time, reduces stress, and ensures compliance with federal regulations.

Key Differentiators

Empowering Borrowers:

Lever addresses a critical market need by bridging the gap between borrowers and their optimal repayment plans, saving users an average of $240 per month.

AI-Driven Simplification:

The platform leverages advanced AI to identify and recommend the best federal repayment programs tailored to each user’s unique financial profile.

Seamless Automation:

By automating enrollment and annual recertification, Lever eliminates the complexities that often lead to delinquency and default.

~~Risks~~Context ~~Related~~on to the ~~Company~~Student Loan Landscape

WeThe ~~may~~U.S. ~~need~~student toloan ~~obtain~~market ~~additional~~is ~~financing,~~undergoing ~~which~~a ~~may~~period ~~not~~of besignificant ~~available.~~change:

~~We need~~● ~~additional~~Debt ~~funds~~Levels: toStudent ~~achieve~~loan adebt ~~sustainable~~has ~~sales~~exceeded ~~level~~$1.6 totrillion, ~~generate~~impacting ~~positive~~over ~~cash~~43 ~~flow~~million borrowers. (Investopedia) ● Consolidation Options: Many borrowers seek loan consolidation as a way to ~~fund~~simplify ~~our~~payments ~~operations.~~and ~~There~~gain isaccess noto ~~assurance that~~better ~~any~~repayment ~~additional~~options, ~~financing~~though ~~will~~the process can be ~~available~~complicated ~~or,~~without ifguidance. ~~available~~(Forbes) ● Policy Reforms: Recent legislative efforts, onsuch ~~terms~~as ~~that~~the ~~will~~SAVE bePlan ~~acceptable~~and proposals like the Affordable Loans for Students Act, aim to uslower interest rates and improve repayment options, creating both opportunities and uncertainties for borrowers. (Investopedia)

WeThese ~~have~~factors ahighlight ~~limited~~the ~~history~~need ~~of operations; accordingly, no track record would provide a basis~~ for ~~assessing~~innovative ~~our~~tools ~~ability~~like toLever ~~conduct~~that ~~successful commercial~~help ~~activities.~~borrowers Wenavigate ~~may~~the ~~not~~evolving bestudent ~~successful~~loan ~~in carrying out our business objectives~~landscape.

~~The~~Revenue founder incorporated the Company on March 24, 2022. We have not generated revenues and are also involved in organizational activities, obtaining growth financing, and developing our new technologies to meet the demand of our customers. In addition, we have a limited operating history from which to evaluate our performance. Our ability to achieve and maintain profitability is dependent on numerous factors, including our ability to (I) implement our business model and expand our customer base; (ii) increase revenue while controlling expenses; (iii) effectively manage cash flow; (iv) develop our technology.Streams

AsLever ofoperates ~~March~~through ~~31, 2018, we had an accumulated deficit of $567,791. There is~~ a ~~substantial~~robust ~~risk that we will not be successful in our development~~ and ~~sales~~scalable ~~activities~~revenue ~~or, if initially successful, in generating significant operating revenues or achieving profitable operations.~~model:

~~Our business~~1. ~~strategy~~Subscription ~~may result in increased volatility of revenues and earnings, resulting in uncertainty of profitability~~Revenue:

Our business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

	○	Users pay an annual subscription fee of $79.99 for full access to Lever’s tools, including repayment plan matching, automated enrollment, and compliance tracking.

	○	Recurring subscriptions align with the Department of Education’s annual recertification requirements.

~~Our revenues and profitability may be adversely affected by economic conditions and changes in the financial markets~~2. ~~Our~~Affiliate ~~business is also subject to general economic risks that could adversely impact the results of operations and financial conditions.~~Revenue:

~~Because of~~○ ~~the~~Partnerships ~~anticipated~~with ~~nature~~financial ofservice ~~the products and services we will attempt to develop~~providers, itincluding iscredit ~~difficult~~monitoring ~~to accurately forecast revenues~~ and ~~operate~~ ~~results.~~budgeting ~~These~~apps, ~~items~~generate ~~could~~additional ~~fluctuate~~revenue inthrough ~~the~~affiliate ~~future due to several factors~~agreements. ~~These factors may include, among other things, the following:~~

●3. ~~Our ability to raise sufficient capital to take advantage of opportunities and generate adequate revenues to cover expenses, ● Our ability to source substantial opportunities with sufficient risk~~Value-~~adjusted~~Added returns, ● Our ability to manage our capital and liquidity requirements is based on changing market conditions and changes in the developing fintech industries, ● The acceptance of the terms and conditions of our subscription-based model, ● The amount and timing of operating and other costs and expenses, ● The nature and extent of competition from other companies may reduce market share and create pressure on pricing and investment return expectations, ● Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand, ● Adverse changes in the projects we plan to invest in result from factors beyond our control, including, but not limited to, a change in circumstances, capacity, and economic impacts, ● Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business, and ● Our operating results may fluctuate yearly due to the above factors and others not listed. At times, these fluctuations may be significant.Services:

~~We may~~○ ~~not~~Offers bepremium ~~able~~services, such as personalized financial coaching and integration with investment platforms like NestEgg, for an additional fee. ○ Plans to ~~compete~~introduce ~~effectively~~loan ~~against~~refinancing ~~our~~options ~~competitors~~and savings tools, further diversifying revenue streams.

WeKey ~~expect~~Features ~~to face intense competition from well-established~~ and small to medium-size public and private companies like us, which may result in price reductions in the products and services we sell. For several reasons, we may be at a competitive disadvantage in obtaining the facilities, technologies, employees, financing, and other resources required to provide these products and services demanded by prospective customers. Our financial resources and other assets may limit our opportunity to obtain customers. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business.Benefits

Lever’s innovative platform offers comprehensive solutions to common borrower challenges:

	●	AI-Powered Program Matching: Recommends the best repayment plans based on borrower income, family size, and debt profile.

	●	Streamlined Enrollment: Automates the complex process of applying for income-driven repayment (IDR) plans, Public Service Loan Forgiveness (PSLF), and the SAVE plan.

	●	Proactive Compliance: Ensures users meet annual recertification requirements, avoiding payment increases or loss of benefits.

	●	Real-Time Notifications: Keeps borrowers informed about deadlines, policy changes, and opportunities to adjust their repayment plans for maximum savings.

	●	Savings Redirection: Encourages users to apply savings from optimized repayment plans toward wealth-building tools like NestEgg.

~~Our~~Competitive ~~business model may not be sufficient to ensure our success in our intended market.~~Analysis

~~Our~~Lever ~~survival~~stands isapart ~~currently~~from ~~dependent~~competitors ~~upon~~through ~~the~~its ~~success of our efforts to gain market acceptance and shares of our products and services in the US debt management market, with the main~~ focus on ~~student~~user ~~loans.~~empowerment, ~~Should~~federal ~~our target market not be as responsive to our products and services as we anticipate~~compliance, ~~we may not have alternate products or services we can offer to ensure our survival. We may not be able to develop our products~~ and ~~services~~advanced ~~promptly to comply with regulatory and legal changes.~~automation:

~~We depend~~● onTraditional ~~our~~loan ~~intellectual~~servicers ~~property~~prioritize collections, ~~and~~offering ~~our~~minimal ~~failure~~proactive support to ~~protect~~borrowers. ~~that~~● ~~intellectual~~Competitors ~~property~~like ~~could~~SoFi ~~adversely~~focus ~~affect~~on ~~our~~loan ~~future~~refinancing, ~~growth~~limiting ~~and success~~their relevance to the 7% of borrowers with private loans. Lever addresses the 93% of borrowers with federally backed debt, the largest segment of the market. ● Unlike generic financial tools, Lever’s deep integration with Department of Education databases ensures accurate, real-time information for users.

~~Currently,~~User ~~the~~Acquisition Company has no patents or trademarks on its proprietary technology solutions. We have not conducted formal evaluations to confirm that our technology solutions and products do not or will not infringe upon the intellectual property rights of third parties. As a result, we cannot be sure that our technology and products do not or will not infringe upon the intellectual property rights of third parties. If infringement were to occur, it would disrupt our software development, sales, and distribution of such technology solutions or products. We have generally sought to protect such proprietary intellectual property partly by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees. However, such contracts have not been put in place in every instance. We cannot guarantee that these agreements protect our trade secrets and other intellectual property or proprietary rights.Strategy

~~Our~~Lever’s ~~officers,~~growth ~~directors,~~strategy ~~and~~focuses ~~entities~~on ~~affiliated~~accessibility, ~~with~~education, usand ~~significantly~~partnership-driven ~~influence us.~~expansion:

~~In the~~1. ~~aggregate,~~Digital ~~the~~Outreach: ~~voting~~Leverages ~~power~~targeted ~~represented~~advertising byand ~~the~~educational ~~ownership~~content ofto ~~the~~reach ~~Company’s~~borrowers ~~common~~overwhelmed ~~and~~by ~~preferred~~repayment ~~stock~~complexities. by2. ~~management~~Employer ~~and~~Partnerships: ~~affiliated parties~~Collaborates ~~represents~~with ~~approximately~~companies ~~90.35%~~offering ofstudent ~~the~~loan ~~voting~~repayment ~~power~~assistance ofas ~~the~~an ~~company’s~~employee ~~issued~~benefit, ~~and~~expanding ~~outstanding~~user ~~capital~~acquisition ~~stock~~through corporate channels. ~~These~~3. ~~shareholders, if~~Institutional ~~acting~~Collaborations: ~~together,~~Partners ~~will~~with becolleges ~~able~~and universities to ~~significantly~~provide ~~influence~~Lever ~~all~~as ~~matters~~a ~~requiring~~tool ~~approval~~for bygraduates ~~shareholders,~~managing ~~including~~their ~~the~~student ~~election~~loans. ~~of directors~~4. Referral and ~~the~~Affiliate ~~approval~~Programs: ofIncentivizes ~~mergers~~existing orusers ~~other~~and ~~business~~financial ~~combination~~advisors ~~transactions~~to refer new borrowers, creating a cost-effective growth loop.

~~The~~Future ~~loss of our key personnel, Trent McKendrick, or our failure to attract and retain other highly qualified personnel in the future could harm our business.~~Vision

~~Our~~Lever ~~future~~aims ~~performance~~to isbe ~~dependent on~~ the ~~ability~~definitive toplatform ~~retain~~for ~~key~~student ~~personnel.~~loan ~~The Company’s performance is substantially dependent on the performance of senior~~ management. ~~The loss of the services of any of its executive officers or other key employees could adversely affect the Company’s business, operations,~~ and financial ~~condition. We also plan to negotiate employment contracts with each officer. If we fail to retain and motivate our existing personnel, we may be unable to grow effectively.~~empowerment:

~~Management~~ ● Private Loan Expansion: Introduce tools for managing private loans, capturing a broader segment of ~~growth~~the ~~will~~market. be● ~~necessary~~Wealth-Building Integration: Expand partnerships with platforms like NestEgg, enabling users to transition from debt repayment to wealth accumulation. ● Advanced Analytics: Offer predictive financial modeling tools that help users plan for uslife milestones, from buying a home to befunding ~~competitive~~education for their children.

Successfully expanding our business will depend on our ability to attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel and manage partnerships to navigate shifts in the general economic environment. The expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.Conclusion

~~Because~~Lever wecombines ~~are~~advanced ~~small~~AI, seamless automation, and douser-first ~~not~~design ~~have~~to ~~much~~transform ~~capital,~~how ~~our~~borrowers ~~marketing~~manage ~~campaign~~their ~~may~~student loans. By addressing a critical financial pain point, Lever not beonly ~~enough~~empowers individuals to ~~attract~~take ~~enough~~control ~~customers~~of totheir ~~operate~~financial ~~profitably~~futures but also positions itself as a leader in the $1.6 trillion student loan market. As repayment resumes post-pandemic and policy reforms reshape borrower behavior, ~~Our~~Lever ~~financial~~is ~~conditions~~uniquely ~~will~~positioned beto ~~adversely~~scale ~~affected~~rapidly, ifdriving wesignificant dovalue ~~not~~for ~~make~~users aand ~~profit~~stakeholders alike.

Since we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, our financial conditions will be negatively affected and limit our ability to raise additional funding to increase our sales and marketing efforts.

There are challenges relating to implementing our business strategy.

Our competitors are technologically advanced, have existed longer, and often have a more established brand and market presence with substantially greater financial, marketing, personnel, and other resources. These competitors may have, among other things, lower operating costs, better knowledge, better brand awareness, better R&D facilities, better management, more effective marketing, and more efficient operations than the Company. The Company depends substantially on customers signing for paid subscriptions to the App. Any decline in customer subscriptions could adversely affect our future operating results. We will deploy the subscription-based model in the App and Play store, a complex environment. Future success will depend on Company’s ability to implement the technology correctly and on time. There are possibilities for undetected errors, failures, or bugs, especially when new versions or updates are released. Such deployment may expose hidden errors, omissions, or bugs in our software. Despite testing and implementing industry-standard quality control, we may find errors, omissions, or bugs after releasing our software to customers.

The Company intends to use strategic indirect channel third parties to promote and market its debt solutions, such as affiliates, distributors, and resellers. The Company may be unable to maintain successful relationships with third channel parties (indirect sales channels), and business, operating results, and financial condition could be adversely affected.

~~The~~Resolve ~~Company~~Debt ~~may~~Business ~~be unable to respond to the rapid technological change in its industry, and such change may increase costs and competition that may adversely affect its business~~Overview

~~Rapidly~~Resolve ~~changing~~Debt ~~technologies,~~is ~~frequent~~a ~~new~~technology-driven ~~product~~company ~~and~~specializing ~~service~~in ~~introductions, and evolving industry standards characterize~~ the ~~Company’s market.~~development ~~The~~and ~~continued~~deployment ~~growth~~ of ~~the~~advanced ~~Internet~~artificial ~~and~~intelligence ~~intense~~(AI) ~~competition~~solutions for in the ~~Company’s~~accounts ~~industry~~receivable ~~exacerbate~~(AR) ~~these~~and ~~market~~debt ~~characteristics~~recovery industry. ~~The~~ ~~Company’s~~Our ~~future~~mission ~~success~~is ~~will depend on its ability~~ to ~~adapt~~enhance tothe ~~rapidly~~efficiency, ~~changing~~compliance, ~~technologies by continually improving its products~~ and ~~services’~~customer ~~performance features and reliability. The Company may~~ experience ~~difficulties that could delay or prevent~~ ~~its~~of ~~products~~debt ~~and~~recovery ~~services’~~processes ~~successful~~for ~~development,~~businesses ~~introduction,~~across orvarious ~~marketing~~sectors. InBy ~~addition,~~leveraging ~~any~~AI ~~new enhancements must meet the requirements of its current~~ and ~~prospective~~machine ~~users~~learning, ~~and~~we ~~must~~provide ~~achieve~~innovative ~~significant market acceptance. The Company could also incur substantial~~tools ~~costs~~that ifautomate itAR ~~needs~~management, tooptimize ~~modify~~recovery ~~its products~~strategies, ~~services,~~and orensure ~~infrastructures~~adherence to ~~adapt~~regulatory ~~to these changes~~standards.

~~The~~Industry Company also expects new competitors to introduce products, systems, or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing products, systems, and services that have greater functionality or are less costly than the Company’s products, systems, and services and may be more successful in marketing such products, systems, and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s cost of providing services and facilitate increased competition by lowering competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.Background

The ~~Company’s~~debt ~~services~~recovery ~~are~~industry ~~new~~is a critical component of the financial ecosystem, facilitating the collection of outstanding debts and ~~its~~contributing to ~~industry~~the isliquidity ~~evolving~~and financial health of businesses. Traditional debt collection methods have often been labor-intensive, time-consuming, and fraught with compliance challenges. The increasing complexity of regulatory requirements and the growing emphasis on consumer rights have necessitated the adoption of more sophisticated, technology-driven solutions.

ItIn ~~would~~recent beyears, ~~best~~the ifindustry ~~you~~has ~~considered~~witnessed ~~the~~a ~~Company’s~~significant ~~prospects~~shift ~~considering~~towards ~~the~~digital ~~risks~~transformation, ~~uncertainties~~with companies seeking to leverage technology to improve operational efficiency, reduce costs, and ~~difficulties~~enhance ~~frequently~~customer ~~encountered~~engagement. The integration of AI and machine learning into debt byrecovery ~~companies~~processes inhas ~~their~~emerged ~~early~~as ~~stage~~a ofpivotal development, ~~especially~~enabling ~~companies in~~ the ~~rapidly~~automation ~~evolving~~of ~~financial~~routine ~~technology~~tasks, ~~industry.~~predictive Toanalytics befor ~~successful~~better decision-making, inand ~~this~~personalized ~~industry,~~communication ~~the~~strategies ~~Company~~that ~~must,~~align ~~among~~with ~~other~~consumer ~~things:~~preferences and regulatory mandates.

● develop and introduce functional and attractive service offerings; ● attract and maintain a large base of consumers; ● increase awareness of the Company brand and develop consumer loyalty; ● establish and maintain strategic relationships with distribution partners and service providers; ● respond to competitive and technological developments; ● build an operations structure to support the Company business; and ● attract, retain and motivate qualified personnel.Our Solutions

Resolve Debt offers a comprehensive suite of AI-powered tools designed to address the multifaceted challenges of modern debt recovery:

	●	Automated Accounts Receivable Management: Our platform streamlines the AR process by automating invoicing, payment reminders, and follow-ups, thereby reducing manual intervention and minimizing errors.

	●	Predictive Analytics: We utilize machine learning algorithms to analyze historical data and predict debtor behavior, enabling businesses to prioritize collection efforts and allocate resources more effectively.

	●	Compliance Monitoring: Our solutions are designed to ensure adherence to federal and state regulations, including the Fair Debt Collection Practices Act (FDCPA) and the Consumer Financial Protection Bureau (CFPB) guidelines, thereby mitigating legal risks.

	●	Sentiment Analysis and Personalized Communication: By analyzing debtor interactions, our AI models assess sentiment and tailor communication strategies to enhance engagement and improve recovery outcomes.

Market Opportunity

The global debt collection software market is experiencing robust growth, driven by the increasing need for automated solutions and the rising volume of outstanding debts. According to industry reports, the market is projected to reach $5.2 billion by 2026, growing at a compound annual growth rate (CAGR) of 8.2% from 2021. This growth is attributed to the escalating demand for cloud-based solutions, the integration of AI and machine learning, and the need for compliance with stringent regulatory standards.

~~The~~Competitive ~~Company cannot guarantee that it will succeed in achieving these goals, and its failure to do so would adversely affect its business, prospects, financial condition, and operating results.~~Landscape

~~Some~~The ofdebt ~~the~~recovery ~~Company’s~~technology ~~products~~sector ~~and~~is ~~services~~characterized ~~are~~by ~~new and are only in~~ the ~~early~~presence ~~stages~~ of ~~commercialization.~~several ~~The~~key ~~Company~~players isoffering ~~not~~a ~~certain that~~range ~~these~~of ~~products and services will function as anticipated or be desirable to its intended market~~solutions. IfOur ~~the~~primary ~~Company’s current~~competitors or future products and services fail to work correctly or if the Company does not achieve or sustain market acceptance, it could lose customers or be subject to claims which could have a material adverse effect on the Company’s business, financial condition, and operating results.include:

~~As is~~● ~~typical~~Company inA: aSpecializes ~~new~~in ~~and~~cloud-based ~~rapidly~~debt ~~evolving~~collection ~~industry,~~software ~~demand~~with ~~and~~a ~~market~~focus ~~acceptance~~on ~~for~~small ~~recently introduced products and services are subject~~ to ~~high~~medium-sized ~~uncertainty and risk~~enterprises. ~~Because~~● ~~the need for the~~ Company isB: ~~new~~Offers ~~and~~a ~~evolving,~~comprehensive itsuite isof ~~difficult~~financial tosoftware ~~predict~~solutions, ~~the~~including ~~size~~debt ofrecovery ~~this~~modules ~~market and~~integrated ~~its~~with ~~growth~~broader ~~rate,~~financial ifmanagement ~~any~~systems. ~~The~~● Company ~~cannot~~C: ~~guarantee~~Provides ~~that~~AI-driven aanalytics ~~need~~and ~~for~~automation ~~the~~tools ~~Company~~tailored ~~will develop or that demand~~ for ~~Company~~large ~~services will~~enterprises ~~emerge or be sustainable. If the market fails to materialize, develops more slowly than expected, or becomes saturated~~ with ~~competitors, the~~complex ~~Company’s~~debt ~~business, financial condition, and operating results would be materially adversely affected~~portfolios.

~~Specific~~Resolve ~~Provisions~~Debt ofdifferentiates ~~Our~~itself ~~Articles~~through ofits ~~Incorporation~~deep ~~and~~integration ~~Bylaws Allow Concentration~~ of ~~Voting~~AI ~~Power~~and inmachine ~~One Individual~~learning, ~~Which~~emphasis ~~May,~~on ~~Among Other Things~~compliance, ~~Delay~~and orcommitment ~~Frustrate~~to enhancing the ~~Removal~~debtor ~~of Incumbent Directors or A Takeover Attempt, Even If Such Events May Be Beneficial To Our Stockholders~~experience.

~~Provisions~~Growth of our articles of incorporation and bylaws may delay or frustrate the removal of incumbent directors. They may prevent or delay a merger, tender offer, or proxy contest involving the Company that is not approved by our board of directors, even if those events may benefit our stockholders’ interest. For example, Trent McKendrick, our Chairman of the Board, President, and Chief Executive Officer, is the holder of 5,000,000 authorized, issued, and outstanding shares of our Class A Preferred Stock. Under our articles of incorporation, each share of Class A Preferred Stock is entitled to 20 non-cumulative votes per share on all matters presented to our stockholders for action. Consequently, Mr. McKendrick has sufficient voting power to control the outcome of all the corporate issues submitted to the vote of our common stockholders. Those matters could include the election of directors, changes in the size and composition of the board of directors, and mergers and other business combinations involving the Company. In addition, through his control of the board of directors and voting power, he may be able to control certain decisions, including decisions regarding the qualification and appointment of officers, dividend policy, access to capital (including borrowing from third-party lenders and the issuance of additional equity securities), and the acquisition or disposition of assets by the Company. In addition, the concentration of voting power in Mr. McKendrick could delay or prevent a change in control of the Company, even if the change in control would benefit our stockholders and may adversely affect the market price of our common stock.Strategy

Our strategic initiatives to drive growth and market penetration include:

	●	Product Innovation: Continuous enhancement of our AI algorithms and the development of new features to address emerging industry needs.

	●	Market Expansion: Targeting new geographic regions and industry verticals to broaden our customer base.

	●	Strategic Partnerships: Collaborating with financial institutions, fintech companies, and regulatory bodies to expand our reach and influence.

	●	Customer Acquisition and Retention: Implementing targeted marketing campaigns and providing exceptional customer support to attract and retain clients.

Financial Overview

Resolve Debt has demonstrated consistent revenue growth since its inception, reflecting the increasing adoption of our solutions and the expanding market demand for AI-driven debt recovery tools. We maintain a balance sheet, with significant investments in research and development to fuel ongoing innovation.

If we fail to establish and maintain an effective internal control system, we may not be able to report our financial results accurately or prevent fraud. Any ability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common stock.Conclusion

~~Effective~~Resolve ~~internal~~Debt ~~control~~ is ~~necessary~~at ~~for~~the usforefront toof ~~provide~~transforming ~~reliable~~the ~~financial~~debt ~~reports~~recovery ~~and~~industry ~~prevent~~through ~~fraud.~~the ~~Suppose~~application weof ~~cannot~~advanced ~~provide~~AI ~~reliable financial reports or prevent fraud~~technologies. InOur ~~that~~commitment to ~~case~~innovation, ~~we may not be able to manage our business as effectively as we would if an effective control environment existed~~compliance, and ~~our~~customer-centric ~~business~~solutions ~~and~~positions ~~reputation~~us ~~with~~for ~~investors~~sustained ~~may~~growth beand ~~harmed.~~success Asin a ~~result,~~dynamic ~~our small size~~ and ~~current~~expanding ~~internal control deficiencies may adversely affect our financial condition, operation results, and access to capital~~market.

~~Because~~Listing of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on ~~segregation of duties exist. To remedy this situation, we would need to hire additional staff. Currently,~~ the ~~Company~~Nasdaq ~~cannot~~Capital ~~hire other staff to facilitate greater segregation of duties but will reassess its capabilities in the near future.~~Market

WeOur common stock is currently quoted on the OTCQB ~~may~~under ~~need~~the ~~and~~symbol be“AIUG”. ~~unable~~In connection with this offering, we have applied to ~~obtain~~list ~~additional~~our ~~funding~~common stock on ~~satisfactory~~Nasdaq ~~terms~~under the symbol “AIUG”. If our listing application is approved, ~~which~~we ~~could~~expect ~~dilute~~to list our ~~stockholders~~common orstock ~~impose~~on ~~burdensome~~Nasdaq ~~financial~~upon consummation of the offering, ~~restrictions~~at which point our common stock will cease to be quoted on the OTCQB. No assurance can be given that our ~~business~~listing application will be approved. Prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, which include, among other things, a stock price threshold. If Nasdaq does not approve the listing of our common stock, we will not proceed with this offering. There can be no assurance that our common stock will be listed on Nasdaq.

WeSummary ~~have~~Risk relied upon cash from financing activities, and in the future, we intend to rely on revenues generated from operations to fund all the cash requirements of our activities. There is no assurance that we will be able to generate any significant cash from our operating activities in the future. Deteriorating economic conditions and the effects of ongoing military actions against terrorists may cause prolonged declines in investor confidence in and accessibility to capital markets. Future financing may not be available on time, in sufficient amounts, or on terms acceptable to us. This financing may also dilute existing stockholders’ equity. Any debt financing or another financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility. At a minimum, we expect these covenants to restrict our ability to pay dividends on our common stock. Any failure to comply with these covenants would adversely affect our business, prospects, financial condition, and results of operations because we could lose our existing funding sources and impair our ability to secure new funding sources.Factors

AsInvesting anin ~~“emerging~~our ~~growth~~securities ~~company”~~involves substantial risk. The risks described under the ~~jobs~~heading ~~act,~~“Risk weFactors” ~~can~~immediately ~~rely~~following this onsummary ~~exemptions~~may ~~from~~cause ~~certain~~us ~~disclosure~~to ~~requirements~~not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges include the following:

WeRisks ~~qualify~~Related asto anOur ~~“emerging~~Business ~~growth company” under the JOBS Act. As a result, we are permitted to~~ and ~~intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:~~Industry

● We have ana ~~auditor~~history ~~report on our internal controls over financial reporting pursuant to Section 404(b)~~ of ~~the~~net Sarbanes-Oxley Act; ● provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting; ● comply with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e.losses, ~~an auditor discussion~~ and ~~analysis);~~we ●may ~~submit~~not ~~certain~~be ~~executive~~able ~~compensation matters~~ to ~~shareholder~~achieve ~~advisory~~or ~~votes,~~maintain ~~such~~profitability asin ~~“say-on-pay” and “say-on-frequency;” and ● disclose certain executive compensation-related items such as~~ the ~~correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation~~future.

~~In addition,~~● ~~Section~~Our ~~107~~business ofmodel ~~the~~depends ~~JOBS~~on ~~Act~~scaling ~~also~~user ~~provides~~adoption ~~that~~across anour ~~emerging~~platforms, ~~growth~~and ~~company~~any ~~can~~inability ~~take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act~~ to ~~comply with new or revised accounting standards. In other words~~attract, an emerging growth company can delay the adoption of certain 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. Thereforeretain, ~~we will adopt new~~ or ~~revised~~ ~~generally~~engage ~~accepted~~users ~~accounting~~may ~~principles~~adversely inimpact ~~the~~our ~~United States on the relevant dates on which adoption of such standards is required for other public companies that are not emerging~~ growth ~~companies~~prospects.

● We ~~will~~ ~~remain~~are ansubject ~~“emerging growth company” for up~~ to ~~five~~regulatory ~~years,~~changes ~~or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1.07 billion, (ii) the date~~ that wecould ~~become~~adversely aimpact ~~“large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of~~ our ~~common stock that is held by non-affiliates is $700 million as of the last~~ business ~~day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period~~operations.

~~However, we~~● ~~cannot~~We ~~predict~~operate ifin ~~investors~~highly ~~will~~competitive ~~find~~markets ~~our~~and ~~common~~face ~~stock~~significant ~~less~~competition ~~attractive~~from ~~because~~both weestablished ~~may~~players ~~rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock,~~ and ~~our~~emerging ~~stock price may be more volatile~~startups.

●	Failure to achieve technological advancements could render our platforms obsolete.

●	Our business is subject to seasonal trends and macroeconomic pressures.

●	We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

●	Our use of AI in our products and services may result in operational challenges, legal liability, reputational concerns, and competitive risks.

●	We may experience challenges with the acquisition, development, enhancement, or deployment of technology necessary for our business.

●	The sizes of the markets for our current and future products have not been established with precision, and may be smaller than we estimate.

●	The industries in which we operate are subject to rapid change, which could make our Platform, our current products and any future products we may develop obsolete.

●	If we fail to retain our existing customers or to acquire new customers in a cost-effective manner, or if our customers fail to continue using our products and services, our revenue may decrease, and our business, financial condition, and results of operations could be adversely affected.

~~RISKS~~Risks ~~RELATING~~Related TOto ~~OUR~~Our ~~COMMON~~Common ~~STOCK~~Stock and this Offering

● The ~~selling~~ ~~shareholders~~market ~~are~~price ~~offering~~of ~~15,786,820~~our shares of common stock ~~without~~may anbe ~~underwriter~~volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be ~~unable~~able to ~~sell~~meet ~~any~~investor or analyst expectations. You may not be able to resell your shares at or above the price you paid and may lose all or part of your investment.

~~The offering~~● ~~for~~An ~~selling 15~~active,~~786,820~~ ~~shares~~liquid bytrading ~~selling~~market ~~shareholders~~for isour ~~self-underwritten;~~shares weof ~~will~~common ~~not~~stock ~~engage~~may annot ~~underwriter’s services to sell the shares~~develop.

~~There is~~● noOur ~~liquidity~~common ~~and~~stock nois ~~established~~subject ~~public~~to ~~market~~the ~~for~~“penny ~~our~~stock” ~~common~~rules ~~stock,~~of ~~and~~the weSEC ~~may~~and ~~not~~the betrading ~~successful~~market in ~~obtaining~~the asecurities ~~quotation~~is onlimited, awhich ~~recognized quotation~~makes ~~service.~~transactions Inin ~~such~~the anstock ~~event,~~cumbersome itand may bereduce ~~challenging~~the tovalue ~~sell~~of ~~your~~an ~~shares~~investment in the stock.

~~There is~~● ~~presently~~The noFinancial ~~public~~Industry ~~market~~Regulatory ~~for~~Authority ~~our~~(“FINRA”) ~~shares.~~sales ~~There~~practice ~~can~~requirements bemay noalso ~~assurance~~limit ~~that we will be successful at developing~~ a ~~public~~stockholder’s ~~market~~ability or having our common stock quoted on a quotation facility such as the OTC Bulletin Board and OTC Link. There are risks associated with obtaining a quotation, including that broker-dealers will not be willing to ~~make~~buy ~~a market in our shares or to request that our shares be quoted on a quotation service. In addition, even if a quotation is obtained, the OTC Bulletin Board, or OTC Link,~~ and ~~similar quotation services are often characterized by low trading volumes and price volatility, which may make it difficult for an investor to~~ sell our common stock ~~on acceptable terms~~. ~~If trades in our common stock are not quoted on a quotation facility, it may be difficult for an investor to find a buyer for their shares in our Company.~~

~~Our common~~● ~~stock~~Short ~~will~~sellers ~~be subject to the “penny stock” rules~~ of ~~the Securities and Exchange Commission. The trading market in~~ our ~~securities~~stock may be ~~limited,~~manipulative ~~making transactions in our stock cumbersome~~ and may ~~reduce~~drive down the ~~value~~market price of ~~an investment in~~ our common stock.

~~Under U.S.~~● ~~federal~~Management ~~securities legislation, our common stock~~ will ~~constitute~~have ~~“penny~~broad ~~stock.”~~discretion ~~Penny~~as ~~stock is any equity security with a market price of less than $5.00 per share, subject~~ to ~~certain exceptions. For any transaction involving a penny stock, unless exempt,~~ the ~~rules~~use ~~require~~of ~~that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and~~ the ~~broker or~~net ~~dealer~~proceeds ~~receive~~ from ~~the~~this ~~investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased~~offering. To approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain the person’s financial information and investment experience objectives and determine that the transactions in penny stocks are suitable for that person. The person has sufficient knowledge and experience in financial matters to can evaluate the risks of transactions in penny stocks. Before any transaction in a penny stock, the broker or dealer must also deliver a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. The disclosure also must be made about the risks of investing in penny stocks in both public offerings and secondary trading and about, the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~We may,~~● inSales ~~the~~of ~~future,~~a ~~issue~~substantial ~~additional~~number ~~common~~of our shares, ~~which~~of ~~would~~common ~~reduce~~stock ~~investors’~~in ~~percent~~the ofpublic ~~ownership~~market ~~and~~by ~~may~~our ~~dilute~~existing shareholders could cause our share ~~value~~ price to fall.

~~Our Articles~~● ofWe ~~Incorporation~~do ~~authorize~~not ~~the~~anticipate ~~issuance~~paying of 500,000,000 and 50,000,000 shares of common and preferred stock, respectively. As of the date of this prospectus, the Company had 63,660,926 shares of common stock issued and outstanding and 5,000,000 shares of preferred stock issued and outstanding. The future issuance of common and/or preferred stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any ~~common~~cash ~~stock~~dividends in the ~~future~~foreseeable ~~on an arbitrary basis. The issuance of common stock for~~ future ~~services or acquisitions, or other corporate actions may dilute the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock~~.

●	Investors in this offering will experience immediate and substantial dilution in net tangible book value.

●	A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

●	If our common stock is listed on Nasdaq, we may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stock.

●	We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

●	If we fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our business and investors’ views of us may be harmed.

●	There can be no assurances that our common stock once listed on Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of Nasdaq.

Corporate Information

We are incorporated under the laws of the State of Delaware on March 24, 2022. Our principal executive offices are located at Level 11, 9255 W Sunset Blvd, West Hollywood, CA 90069. Our telephone number is (800) 309-5983. Our website is https://www.aiug.ai/. Information contained in, or that can be accessed through, our website is not incorporated by reference into this registration statement, and you should not consider information on our website to be part of this registration statement.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

WeTHE intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which will require us to incur audit fees and legal fees for preparing such reports. These additional costs will negatively affect our ability to earn a profit.OFFERING

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. To comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $50,000 we have estimated for these costs should be sufficient for the 12 months following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined now and may have a significant negative effect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

Issuer		AI Unlimited Group, Inc.

Common stock offered by us		shares.

Over-allotment option		We have granted the underwriters a 30-day option to purchase up to additional shares of our common stock to cover over-allotments, if any, at the price to the public, less the underwriting discounts and commissions to cover over-allotments, if any.

Common stock outstanding immediately after the offering		shares (or shares assuming the underwriters exercise their over-allotment option in full)

Proposed Nasdaq Trading Symbol and Listing		We have applied to list our common stock on the Nasdaq Capital Market under the symbol “AIUG”. No assurance can be given that our application will be approved or that the trading prices of our common stock on the OTCQB will be indicative of the prices of our common stock if our common stock were traded on Nasdaq. We will not proceed with this offering in the event the common stock is not approved for listing on Nasdaq.

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ million, or approximately $ million if the underwriters exercise their over-allotment option in full, assuming a public offering price of $ per share (based on the last reported sales price for the common stock as quoted on the OTCQB on , 2025), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering primarily to support the continued growth and development of our innovative AI-powered platforms. This includes investments in product development and innovation, sales and marketing, operational infrastructure, and general working capital. See “Use of Proceeds” for additional information.

Lock-up Agreements		We have agreed with the underwriters, subject to certain exceptions, not to offer, pledge, sell, or dispose of, directly or indirectly, any of our common stock or securities convertible into or exchangeable or exercisable for any of our common stock during the six-month period following the closing of this offering. Our executive officers, directors and certain shareholders beneficially owning more than 10% of our common stock prior to the offering, have agreed during the six-month period following the closing of this offering to substantially similar lock-up provisions, subject to certain exceptions. Please refer to the section titled “Underwriting” for more information.
Risk factors		Investing in our common stock involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should read “Risk Factors” beginning on page 17 for a discussion of factors to carefully consider before deciding to invest in our common Stock.

~~However, for~~The asnumber ~~long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act~~ of ~~2012,~~shares ~~we intend to take advantage~~ of ~~certain~~common ~~exemptions~~stock ~~from various reporting requirements~~ that ~~apply to other public companies that are not “emerging~~will ~~growth~~be ~~companies”~~issued ~~including,~~and ~~but~~outstanding ~~not~~immediately ~~limited~~after ~~to,~~this ~~not~~offering ~~being~~as ~~required~~shown toabove ~~comply~~assumes ~~with~~that ~~the~~all ~~auditor attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~shares ~~Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements~~ of ~~holding~~common astock ~~nonbinding~~offered ~~advisory vote on executive compensation and shareholder approval of any~~hereby ~~golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we~~ are nosold ~~longer~~and ~~an “emerging~~is ~~growth~~based ~~company.”~~on ~~We will remain an “emerging growth company” for up to five years~~314, ~~or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion~~225,225 ~~(ii)~~shares ~~the date that you become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value~~ of ~~our~~ common stock ~~that~~outstanding ~~is held by non-affiliates exceeds $700 million~~ as of ~~the~~February ~~last~~13, ~~business day of our most recently completed second fiscal quarter~~2025, orand ~~(iii)~~excludes the ~~date~~following onas ~~which~~of wesuch ~~have issued more than $1 billion in non-convertible debt during the preceding three year period.~~date:

~~After, and~~● if18 ~~ever,~~shares weof ~~are~~common nostock ~~longer~~issuable anupon ~~“emerging~~exercise ~~growth~~of ~~company~~outstanding warrants,” ~~we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance~~ with ~~those~~a ~~requirements~~weighted-average ~~applicable~~exercise toprice ~~companies~~of ~~that~~$[ ~~are~~] ~~not~~per ~~“emerging growth~~share; ~~companies,” including Section 404 of the Sarbanes-Oxley Act.~~and

~~We are~~● ~~not~~5,000,000 ~~likely~~shares toof ~~issue~~common ~~dividends~~stock ~~for~~issuable ~~the~~upon ~~foreseeable~~exercise ~~future~~of outstanding options, with a weighted-average exercise price of $[ ] per share.

We cannot assure you that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate using any funds available to finance the company’s growth and will not pay cash dividends to stockholders. Unless weotherwise ~~pay dividends~~indicated, ~~our~~all ~~stockholders~~information ~~will not be able to receive a return on their shares unless~~in ~~they~~this ~~sell~~prospectus ~~them. There is no assurance that stockholders will be able to sell shares when desired.~~assumes:

●	no exercise of the outstanding warrants and options described above; and

●	no exercise by the underwriters of their over-allotment option.

~~USE~~SUMMARY OFCONSOLIDATED ~~PROCEEDS~~FINANCIAL DATA

WeThe ~~are~~following ~~filing~~summary consolidated financial statements for the ~~registration~~nine ~~statement~~months ofended ~~which~~September 30, 2024 and 2023, are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. ~~forms~~The asummary ~~part~~consolidated tofinancial ~~permit~~statements for the ~~holders~~years ofended ~~certain~~December ~~common~~31, ~~stock~~2023 ~~described~~and 2022, are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United ~~section~~States ~~titled~~of America (“~~Selling~~U.S. ~~Shareholders~~GAAP”) toand ~~resell~~have ~~such~~been ~~shares~~consistently applied.

~~The~~Our ~~selling~~historical ~~shareholders~~results ~~will~~for ~~receive~~any ~~all~~period are not necessarily indicative of ~~the~~results ~~net~~to ~~proceeds~~be ~~from~~expected ~~sales~~for ofany future period. You should read the following ~~shares~~summary ~~sold~~financial ~~pursuant~~information toin ~~this~~conjunction ~~prospectus.~~with Wethe ~~will~~consolidated ~~not~~financial ~~receive any~~statements ~~proceeds~~and ~~from~~related notes and the ~~resale~~information under “Management’s Discussion and Analysis of ~~shares~~Financial ~~offered~~Condition byand ~~this~~Results ~~prospectus~~of byOperations” ~~the~~included ~~selling~~elsewhere ~~shareholders~~in this prospectus.

The selling shareholders; we will pay the costs, expenses, and fees in connection with the registration and sale of the shares covered by this prospectus. The selling shareholders will pay all discounts, commissions, or brokers’ fees or fees of similar securities industry professionals and transfer taxes, if any, attributable to sales of the shares.

	For the nine months ended September 30,
Statements of Operations Data:	2024			2023
Revenues	$	101		$	-
Cost of Revenues		615,045			129,410
Gross profit (loss)		(614,944	)		(129,410	)
Selling and marketing		17,116			211,410
General and administrative		1,183,160			997,225
Income (loss) from operations		(1,815,220	)		(1,338,045	)
Other Income / Expense		(1,244,867	)		(688,721	)
Net income (loss)		(3,060,087	)		(2,026,766	)
Less: net income (loss) attributable to non-controlling interest		-			-
Net income (loss) attributable to shareholders		(3,060,087	)		(2,026,766	)

DETERMINATION OF THE OFFERING PRICE

	As of September 30, 2024
	Actual		As Adjusted (1)
Balance Sheet Data
Total Current assets	$	982,267		-
Total non-current assets		1,419,469		-
Total assets	$	2,401,736		-
Total liabilities	$	359,362		-

~~The offering price of $~~(1~~.50~~) ~~per~~As ~~share~~adjusted ~~for~~data ~~the~~gives ~~15,786,820~~additional ~~shares~~effect ~~being~~to ~~offered by~~ the ~~selling~~sale ~~shareholder~~of ~~has~~shares ~~been~~of ~~arbitrarily~~common ~~determined. The~~stock ~~price~~in ~~may~~this ~~not~~offering ~~relate~~at toan ~~our~~assumed ~~assets,~~public ~~book~~offering ~~value,~~price ~~earnings,~~of or$ ~~other~~per ~~established~~share ~~criteria~~(based ~~for~~on ~~valuing~~the alast ~~privately~~reported ~~held~~sales ~~company.~~price ~~In determining~~for the ~~number~~common ofstock ~~shares~~as toquoted beon ~~offered~~the ~~and~~OTCQB ~~the~~on ~~offering~~February ~~price~~13, we2025), ~~considered~~after ~~our~~deducting ~~cash~~underwriting ondiscounts ~~hand~~and commissions and the ~~amount~~estimated ofoffering ~~money~~expenses wepayable ~~would need~~by tous, ~~implement~~as ~~our~~if ~~business plan. Accordingly,~~ the ~~offering~~sale ~~price~~had ~~should~~occurred ~~not~~on beSeptember ~~considered~~30, ~~an indication of the actual value of the securities~~2024.

DILUTION

The sale of the offering of 15,786,820 shares by selling shareholders is fixed at $1.50 per share. There will be no dilution as the Company is not issuing new shares in the prospectus. This price is significantly higher than the prices per share paid by our founders and other existing shareholders who purchased the shares before the offering. The total shares of common stock issued and outstanding before and after the offering will be 63,660,926.

~~DESCRIPTION~~RISK ~~OF SECURITIES~~FACTORS

~~GENERAL~~Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

~~The~~Risks ~~Company~~Related ~~is authorized~~ to ~~issue~~Our ~~two~~Business ~~classes of shares of stock. The total number of shares that the Company is authorized to issue is five hundred~~ and fifty million (550,000,000) shares, consisting of five hundred million (500,000,000) shares of Common Stock, $.0001 par value and fifty million (50,000,000) shares of preferred stock, $.0001 par value.Industry

AsWe ofhave ~~May~~a ~~31,~~history ~~2022,~~of ~~there~~net ~~were 63~~losses,~~660,926~~ ~~shares of our common stock issued~~ and ~~outstanding~~we ~~held~~may bynot ~~seventy~~be ~~(70)~~able ~~stockholders~~to ofachieve ~~record, and~~or ~~5,000,000~~maintain ~~shares~~profitability ofin ~~preferred~~the ~~stock issued and outstanding held by one (1) stockholders~~future.

~~COMMON~~We ~~STOCK~~expect our costs will increase over time and our losses to continue as we expect to invest significant additional funds towards growing our business and operating as a public company. We have expended and expect to continue to expend substantial financial and other resources on product development, including investments in our product, engineering, and design teams and the development of new products and new functionality for our existing products and our platform; our technology infrastructure, including systems architecture, management tools, scalability, availability, performance, and security, as well as disaster recovery measures; our sales, marketing, and customer success organizations; acquisitions or strategic investments; and general administration, including legal and accounting expenses. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flows on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.

~~The~~We ~~following~~incorporate ~~summarizes~~artificial ~~our~~intelligence, ~~common~~or ~~stock’s~~AI, ~~material rights~~ and ~~restrictions.~~machine ~~This~~learning, ~~description~~or ~~does~~ML, ~~not~~into ~~purport~~some ~~to be a complete description~~ of ~~all the rights of~~ our ~~stockholders~~products. ~~and~~This technology is ~~subject~~new ~~to,~~ and ~~qualified in its entirety by, the provisions of our most current Articles~~developing ~~of Incorporation~~ and ~~Bylaws,~~may ~~which~~present ~~are~~both ~~included~~compliance asand ~~exhibits~~reputational ~~to this Registration Statement~~risks.

~~The~~We ~~holders~~rely on AI and machine learning in the operation of some our ~~common~~vision-based ~~stock~~sensing ~~currently~~products. ~~have~~The ~~(i)~~AI ~~equal~~models ~~ratable~~that ~~rights~~we touse ~~dividends~~are ~~from~~trained ~~funds~~using various ~~legally~~data ~~available,~~sets. ~~therefore,~~If ~~when,~~our asAI models are incorrectly designed or implemented or do not receive pictures or visual data, ~~and~~they may produce ifinaccurate ~~declared~~or byunreliable results, negatively impacting the ~~Board~~performance ofand ~~Directors~~reliability of ~~the~~our ~~Company;~~platforms. ~~(ii)~~The ~~are~~effectiveness ~~entitled~~of toour ~~share~~AI models ~~ratably~~depends inon ~~all~~the ofquality ~~the~~and ~~assets~~completeness of the ~~Company~~data ~~available~~ used for ~~distribution~~training. toIf ~~holders~~the ofdata ~~common~~is ~~stock~~incomplete, ~~upon~~inadequate, ~~liquidation~~or biased, ~~dissolution~~it orcould lead ~~winding~~to upsuboptimal ofmodel performance, impairing the ~~affairs~~functionality of ~~the~~our ~~Company~~platforms. ~~(iii)~~Any domalfunction ~~not~~or ~~have pre~~unexpected behavior in our AI-~~emptive~~driven systems could disrupt our operations, ~~subscription~~leading orto ~~conversion~~increased ~~rights~~downtime and ~~there~~higher ~~are~~maintenance nocosts ~~redemption~~for orour ~~sinking~~customers, ~~fund~~and ~~provisions~~potential orloss of ~~rights~~revenue. ~~applicable~~Additionally, ~~thereto;~~failures ~~and (iv)~~in ~~are~~the ~~entitled~~performance toof ~~one~~our ~~non-cumulative~~AI ~~vote~~models ~~per~~could ~~share~~damage onour ~~all~~reputation, ~~matters~~erode oncustomer ~~which~~trust, ~~stockholders~~and ~~may~~result in ~~vote~~loss of business and negative publicity.

Our ~~Bylaws~~future ~~provide~~growth ~~that~~and atsuccess ~~all~~is ~~meetings~~highly ofdependent ~~the~~upon large-scale adoption ~~stockholders for the election~~ of ~~directors,~~our aplatforms ~~plurality~~in of the ~~votes~~markets ~~cast~~we ~~shall be sufficient to elect~~compete. On all other matters, except as otherwise required by Delaware law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. A “plurality” means the excess votes cast for one candidate over another. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality.

~~PREFERRED~~While ~~STOCK~~we are establishing ourselves and our platforms, our future growth depends upon large-scale adoption of NestEgg, Travl.App, Lever and Resolve Debt. Although we anticipate continued market penetration for these platforms, there is no guarantee of such future demand, or that our products will remain competitive. If our technology and products or any future product that we may develop does not achieve an adequate level of acceptance, or does not garner significant commercial appeal, we may not generate significant revenue and may not become profitable. The degree of market acceptance will depend on a number of factors, including:

~~Preferred Stock~~● inthe ~~General~~cost, safety, efficacy/performance, perceived value and convenience of our technology and any current or future product that we may develop; ● the ability of third parties to enter into relationships with us; ● the effectiveness of our sales and marketing efforts; ● the strength of marketing and distribution support for, and timing of market introduction of, competing technology and products; ● government regulations and economic incentives; ● our ability to scale up our operations to meet anticipated demand; and ● publicity concerning our technology or products or competing technology and products.

WeOur ~~are~~efforts ~~authorized~~ to ~~issue~~penetrate upindustries toand aeducate ~~total~~the ofmarketplace ~~50,000,000~~regarding ~~shares~~the benefits of ~~preferred~~our ~~stock~~vision-based insensory ~~one~~technology, orand ~~more~~reasons to ~~series~~seek ~~without~~the ~~approval~~commissioning byof ~~our~~products ~~stockholders. Our~~based ~~Board~~on ofour ~~Directors~~technology, may ~~establish~~require ~~the~~significant ~~number~~resources ofand ~~shares~~may tonever be ~~included~~successful. inSuch ~~each~~efforts to ~~such~~educate ~~series,~~the ~~and~~marketplace ~~they~~ may ~~fix~~require ~~the~~more ~~designations,~~resources ~~preferences, powers,~~than ~~and~~are ~~other~~required ~~rights,~~by ~~and~~conventional ~~any~~sensing ~~qualifications~~technologies, ~~limitations,~~and orthese ~~restrictions~~resources ofmay not ~~the~~available ~~shares~~to ~~of a series of preferred stock~~us.

~~The~~If ~~Company~~we ~~may~~are ~~issue~~unable ~~Preferred Stock from time~~ to ~~time~~ensure inthat ~~one~~our orplatforms ~~more~~interoperates ~~series. Our Board of Directors has authorized the issuance of preferred stock, Series A Preferred stock at the inception of the Company,~~ with ~~voting~~a ~~rights~~variety of 20hardware ~~votes~~and ~~per~~software ~~share~~platforms that ~~have~~are ~~diluted~~developed ~~the~~by ~~voting~~others, ~~power~~including orour ~~rights of the holders of common stock. The issuance of preferred stock~~partners, ~~while~~we ~~providing~~may ~~flexibility~~become inless ~~connection~~competitive ~~with possible acquisitions~~ and ~~other~~our ~~corporate~~business ~~purposes,~~may ~~could,~~be ~~among other things, have the effect of delaying, deferring, or preventing a change in control of the Company~~harmed.

Our platforms must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our platforms to adapt to changes in hardware and software technologies. Third-party services and products are constantly evolving, and we may not be able to modify our platforms to assure their compatibility with that of other third parties as they continue to develop or emerge in the future, or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platforms with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our platforms. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our platforms or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our platforms with these products could decrease and our business, results of operations and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations and financial condition would be harmed.

We are subject to regulatory changes that could adversely impact our business operations.

Legislative reforms in the student loan sector, such as changes to income-driven repayment plans like the SAVE Plan, may significantly impact Lever’s user base and subscription model. Similarly, the introduction of new ESG-related regulations could alter how NestEgg markets its portfolios and increase compliance costs associated with investment management. These regulatory changes could negatively affect our business operations and financial performance.

We operate in highly competitive markets and face significant competition from both established players and emerging startups.

In the travel sector, Travl.App competes with well-established platforms like Expedia and Booking.com, which benefit from substantial resources and market share. Additionally, Resolve Debt faces intense competition from AI-powered collections providers, requiring us to continually innovate and enhance our offerings to maintain a competitive edge. The competitive pressures in our markets could adversely affect our ability to attract users and grow our business.

~~The Board~~Our ofprimary ~~Directors~~competitors include isother ~~authorized~~fintech toplatforms, ~~fix~~AI-driven ~~the~~financial ~~number~~technology ofproviders, ~~shares of any Preferred Stock series~~ and ~~determine~~software ~~the~~solutions ~~designation~~developed ofinternally ~~any~~at ~~such series~~financial institutions. Our ~~The~~current ~~Board~~and ofpotential ~~Directors~~competitors ismay ~~also~~have ~~authorized~~competitive toadvantages, ~~determine~~such oras ~~alter~~greater ~~rights,~~brand ~~preferences~~recognition, ~~privileges,~~longer ~~and~~operating ~~restrictions granted to~~histories, orlarger ~~imposed~~market ~~upon~~share ~~any~~in ~~wholly~~certain ~~unissued~~verticals, ~~series~~established ofcustomer ~~Preferred Stock and~~relationships, ~~within~~more ~~the~~successful ~~limits~~marketing strategies, and ~~restrictions stated in any resolution or resolutions~~significantly ofgreater ~~the~~financial, ~~Board~~technical, ofand ~~Directors~~other ~~initially~~resources. ~~fixing~~Competitors ~~the~~with ~~number~~more ofsubstantial ~~shares~~financial ~~constituting~~resources ~~any~~and ~~series,~~product todevelopment ~~increase or decrease (but not below the number~~capabilities ofmay ~~shares~~be ofable ~~such~~to ~~series~~respond ~~than~~more ~~outstanding)~~quickly ~~the~~to ~~number~~emerging oftechnologies ~~shares~~or ofchanging ~~any~~customer ~~such~~preferences, ~~series~~potentially ~~after~~rendering ~~the~~our ~~issue~~platform ofless competitive ~~shares~~or ~~of that series~~obsolete.

~~Currently,~~Our competitors may also 5pursue acquisitions,~~000~~ strategic partnerships,~~000~~ ~~shares~~or ofintroduce ~~Series~~new Aproducts ~~Preferred~~with ~~Stock~~more favorable pricing or performance characteristics, which could impact our market position. Additionally, many of our competitors are ~~issued~~well-capitalized and ~~outstanding~~offer pricing discounts, incentives, or promotions that could make their offerings more attractive than ours. Further, some customers may opt to build their own solutions, creating internal competition that challenges the need for our platform.

~~Series~~As competition intensifies, Aparticularly ~~Preferred~~with ~~Stock~~ongoing innovation in AI and digital solutions, we expect to face greater pressure. Competitors may adopt features from our platform or introduce new innovations that resonate more strongly with customers, making it harder for us to differentiate ourselves. Increased competition could lead to reduced demand for our platform, pricing pressures, or fewer customers, which could adversely affect our revenue, margins, and overall business performance. If we are unable to retain existing customers, attract new ones, or face significant pricing pressures due to competition, our financial condition and growth prospects could be negatively impacted.

~~Shares~~Failure ofto ~~our~~achieve ~~Series~~technological Aadvancements ~~Preferred~~could ~~Stock~~render ~~do not rank senior to~~ our ~~common~~platforms ~~stock as to dividends and distributions~~obsolete. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends out of assets legally available at times and in amounts as the board of directors may from time to time determine before any dividend is paid on common stock.

~~Holders~~Our ofplatforms ~~Series~~rely Aon ~~Preferred Stock are entitled to 20 non~~AI-~~cumulative~~driven ~~votes~~features ~~per share on all matters presented to our stockholders~~ for ~~action. This~~personalization, ~~right~~compliance, ~~could~~and ~~adversely~~predictive ~~affect the voting power of the holders of common stock~~analytics. ItIf ~~could~~we ~~have~~fail ~~the~~to ~~effect~~innovate ofor ~~making~~address ~~it more difficult~~technological ~~for~~bugs in a ~~third~~timely ~~party~~manner, touser ~~acquire~~satisfaction orand ~~could~~retention ~~discourage~~may ~~or delay a third party from acquiring~~decline, aadversely ~~majority~~affecting of our ~~outstanding stock~~business. ~~In addition~~Furthermore, ~~the~~ ~~affirmative~~competitors ~~vote~~may develop ofsuperior ~~the~~AI ~~holders~~technologies ofthat aovershadow ~~majority~~our ofofferings, ~~the~~limiting ~~Series~~our Aability ~~Preferred~~to ~~Stock~~remain ~~then~~competitive ~~outstanding,~~and ~~voting~~negatively asimpacting ~~a separate Series, is required~~our ~~for~~growth ~~the~~and ~~Company~~revenue ~~to do any of the following:~~prospects.

●We ~~Amend,~~are ~~alter~~actively ordeveloping additional ~~repeal~~AI-powered ~~any~~solutions, ofbut ~~the~~there ~~preferences~~is orno ~~rights~~guarantee ofthat ~~the~~we ~~Series~~will Asuccessfully ~~Preferred~~develop, ~~Stock;~~commercialize, ●or ~~Authorize~~scale ~~any~~these ~~reclassification~~or offuture AI ~~the~~solutions. ~~Series~~The Adepth ~~Preferred~~and ~~Stock;~~effectiveness ●of ~~Increase~~our ~~the~~AI ~~authorized~~applications ~~number~~depend ofsignificantly ~~shares~~on of the ~~Series~~continued Aadvancement ~~Preferred~~of ~~Stock;~~our orcore ●technology platforms, ~~Create~~including ~~any~~our ~~Series~~financial orservices, ~~series~~travel, ofand ~~shares~~debt ~~ranking~~management ~~before~~solutions, ~~the~~as ~~Series~~well Aas ~~Preferred~~access ~~Stock~~to asthird-party ~~dividends~~data, orfor ~~upon~~which there ~~liquidation~~are no assurances.

~~Series~~Additionally, we cannot Aaccurately ~~Preferred~~predict ~~Stock~~the ~~does~~pricing ~~not~~models, ~~convert~~regulatory ~~into~~landscape, ~~common~~or ~~stock~~reimbursement offrameworks that may apply to our AI-driven solutions in the ~~Company~~future. The market for AI-powered decision-making tools, particularly in financial and consumer sectors, is still evolving and represents only a small fraction of their respective industries. Future regulations may emerge that could impact adoption, compliance costs, or market viability.

~~Shares~~While we believe AI applications ofrepresent ~~Series~~a Asignificant ~~Preferred~~long-term ~~Stock~~opportunity ~~are~~for ~~not~~us, ~~entitled~~there tois ~~preemptive~~no ~~rights~~assurance that a sustainable and competitive market will develop, ~~nor~~or that ~~are~~we ~~they~~will ~~redeemable~~successfully bycapture ~~the~~market ~~Company~~share in AI-driven financial services, travel, or debt management solutions.

~~FUTURE~~Our ~~SALES~~business BYis ~~EXISTING~~subject ~~STOCKHOLDERS~~to seasonal trends and macroeconomic pressures.

WeTravl.App’s ~~have~~performance ~~issued~~is ~~14,530,000~~closely ~~shares~~tied ~~of common stock~~ to ~~officers,~~travel ~~and directors and 49~~demand,~~130,926~~ ~~to investors, all of~~ which ~~are~~may ~~restricted~~fluctuate ~~securities, as~~due ~~defined~~to ineconomic ~~Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144~~downturns, ~~the shares can be publicly sold~~pandemics, ~~subject~~or togeopolitical ~~volume restrictions and restrictions on the manner of sale~~events. ~~Such shares can only be sold after six months~~Additionally, ~~provided~~rising ~~that~~interest ~~the~~rates ~~issuer~~could ofreduce ~~the~~user ~~securities~~interest isin ~~and~~financial ~~has~~tools ~~been~~such ~~for~~as atLever ~~least~~and ~~90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act~~NestEgg. ~~Shares~~These ~~registered~~seasonal intrends ~~this offering will be immediately resalable,~~ and ~~sales~~macroeconomic ofpressures ~~all~~may ~~our~~adversely ~~other~~impact ~~shares~~our ~~after applicable restrictions expire could have a depressive effect on the market price~~revenue, ifgrowth ~~any~~prospects, ~~of our common stock~~ and ~~the~~overall ~~shares~~business ~~we are offering~~operations.

There is no public trading market for our common stock. To be quoted on the OTCBB and OTC Link, a market maker must apply on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, there is no guarantee that a market maker will apply on our behalf, and even if an application is filed, there is no guarantee that we will be accepted for a quotation.

~~SELLING~~We have a limited ~~SHAREHOLDERS~~operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We ~~are~~ ~~registering~~were ~~the~~founded ~~sale~~in ofMarch 2022 ~~the~~and ~~shares~~our tolimited ~~permit~~operating ~~each~~history ofmay ~~the~~make ~~selling~~it ~~shareholders~~difficult ~~identified below~~ to ~~resell~~make oraccurate ~~otherwise~~predictions ~~dispose~~about ~~of the~~our ~~shares~~future inperformance. ~~the~~Assessing ~~manner~~our business ~~contemplated~~and ~~under~~future ~~the~~prospects ~~“Plan of Distribution” in this prospectus (as~~ may also be ~~supplemented~~difficult ~~and~~because ~~amended). The term “selling shareholders” includes donees, pledges, assignees, transferees, or other successors-in-interest selling shares received after the date~~ of ~~this prospectus from a selling shareholder as a gift, pledge, partnership distribution, or other non-sale related transfer. Throughout this prospectus, when we refer to~~ the ~~common~~risks ~~stock~~and ~~being~~difficulties ~~registered on behalf of the selling shareholders,~~ we ~~are referring to the shares~~face. ~~When~~These werisks ~~refer~~and todifficulties ~~the selling shareholders in this prospectus, we are referring to the purchasers of the~~include ~~warrants~~our ~~and~~ability ~~holders of the placement agent warrants.~~to:

~~The selling~~· ~~shareholders~~Accurately ~~may~~forecast ~~sell~~our ~~some,~~revenue ~~all,~~and orplan ~~none~~our ofoperating their shares. We do not know how long the selling shareholders will hold the shares before selling them. We currently have no agreements, arrangements, or understandings with the selling shareholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling shareholders.expenses;

~~The following~~· ~~table~~Develop ~~sets~~a ~~forth the name of each selling shareholder~~scalable, ~~the~~high-performance ~~number~~technology ofinfrastructure ~~our outstanding common stock beneficially owned by the selling shareholders as of July 15, 2022, and the number of shares~~ that ~~may~~can beefficiently ~~offered under this prospectus assuming cash exercise of the warrants,~~ and ~~the~~reliably ~~number~~handle ~~and~~increased percentage of our outstanding common stock beneficially owned by the selling shareholders assuming all of the shares covered hereby are sold. Beneficial ownership is determined following the rules of the SEC and includes voting or investment power concerning our common stock. Generallyusage, aas ~~person~~well ~~“beneficially~~as ~~owns” common stock if~~ the ~~person~~deployment ~~has or shares with others the right to vote those shares or to dispose~~ of ~~them,~~new orfeatures if the person has the right to acquire voting or disposition rights within 60 days. The number of shares in the column “Number of Common stock being Offered” represents all of the shares that a selling shareholder may offer and ~~sell from time to time under this prospectus.~~services;

~~All information~~· ~~contained~~Enter ininto ~~the~~new ~~table below~~ and ~~the~~maintain ~~footnotes~~existing ~~thereto~~customer is based upon information provided to us by the selling shareholders. The selling shareholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their shares or other securities since the date on which the information in the table below is presented. Information about the selling shareholders may change over time. The percentage of shares owned after the offering is based on 63,660,926 common stock outstanding as of July 15, 2022.relationships;

Successfully identify, negotiate, execute, and integrate strategic acquisitions and partnerships;

Successfully compete with current and future competitors;

Successfully build our brand and protect our reputation from negative publicity;

Increase the effectiveness of our marketing strategies;

Successfully adjust our proprietary technology, products, and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market;

Enter into new and maintain existing ecosystem partnerships;

Successfully introduce new products and services and enter new markets and geographies;

Adapt to rapidly evolving trends in the ways customers and consumers interact with technology;

Comply with and successfully adapt to complex and evolving regulatory environments;

Protect against fraud and online theft;

Avoid interruptions or disruptions in our service;

Effectively secure and maintain the confidentiality of the information received, accessed, stored, provided, and used across our systems;

Successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes;

Attract, integrate, and retain qualified employees; and

Effectively manage rapid growth in our personnel and operations.

Name of Selling Shareholder	Common Shares Owned Prior to the Offering*				Outstanding Shares Being Offered		Common Shares Owned After the Offering **
AKG (Midland) Pty Ltd.		3,000,000	4.71	%		3,000,000		-	0.00	%
Chris Copulos		3,000,000	4.71	%		3,000,000		-	0.00	%
Future Carers Pty Ltd.		3,000,000	4.71	%		3,000,000		-	0.00	%
Imran Firoz		2,750,000	4.32	%		2,750,000		-	0.00	%
Retzos Executive Pty Ltd		321,304	0.50	%		321,304		-	0.00	%
Rein Hold Hummel		298,956	0.47	%		298,956		-	0.00	%
Westpark Operations Pty Ltd		253,501	0.40	%		253,501		-	0.00	%
Shayden Nominees Pty Ltd		239,389	0.38	%		239,389		-	0.00	%
Basam Alasaly		220,000	0.35	%		220,000		-	0.00	%
Gabriel Chiappini & s Rosa Chiappini		200,000	0.31	%		200,000		-	0.00	%
Tiakarete Pty Ltd		160,652	0.25	%		160,652		-	0.00	%
Burnewang Holdings Pty Ltd		133,405	0.21	%		133,405		-	0.00	%
Pl Feldane Pty Ltd		127,433	0.20	%		127,433		-	0.00	%
Faraday Valley Pty Ltd		107,101	0.17	%		107,101		-	0.00	%
Pl Feldane Pty Ltd		102,433	0.16	%		102,433		-	0.00	%
Rob Hamilton		100,000	0.16	%		100,000		-	0.00	%
Acn 068 539 720 Pty Ltd		87,150	0.14	%		87,150		-	0.00	%
Jason Seit Kadir & Kate Helen Kadir		80,326	0.13	%		80,326		-	0.00	%
Chrikim Pty Ltd		79,767	0.13	%		79,767		-	0.00	%
A & K Sfetcopoulos Superannuation Pty Ltd		62,022	0.10	%		62,022		-	0.00	%
Anthony Cloney		53,551	0.08	%		53,551		-	0.00	%
B Marwood Co Pty Ltd		53,551	0.08	%		53,551		-	0.00	%
James Cloney		53,551	0.08	%		53,551		-	0.00	%
James Smith		53,551	0.08	%		53,551		-	0.00	%
Gabriel Chiappini & s Rosa Chiappini		53,551	0.08	%		53,551		-	0.00	%
Myroe Pty Ltd		53,551	0.08	%		53,551		-	0.00	%
Numbercrunch Accounting Services		53,551	0.08	%		53,551		-	0.00	%
Ram Holdings Pty Ltd		53,551	0.08	%		53,551		-	0.00	%
Cinkel Pty Ltd		53,452	0.08	%		53,452		-	0.00	%
Carmelo Rosario Manglameli & Angelina Manglameli		53,452	0.08	%		53,452		-	0.00	%
Mitropoulos Nominees Pty Ltd		52,663	0.08	%		52,663		-	0.00	%
Spiden Family Account		52,663	0.08	%		52,663		-	0.00	%
Futurum Technology Pty Ltd		52,433	0.08	%		52,433		-	0.00	%
United Beach Ventures Pty Ltd		51,888	0.08	%		51,888		-	0.00	%
Hermaon Advisory Pty Ltd		51,167	0.08	%		51,167		-	0.00	%
Senm Superfund		50,000	0.08	%		50,000		-	0.00	%
Pc Swincer Plumbing Pty Ltd		43,872	0.07	%		43,872		-	0.00	%
Austin Reaves		33,333	0.05	%		33,333		-	0.00	%
Colin Richard Phillips		32,036	0.05	%		32,036		-	0.00	%
Hughes Vale Holdings Pty Ltd		26,775	0.04	%		26,775		-	0.00	%
Scott Anthony Fitzwilliam		26,726	0.04	%		26,726		-	0.00	%
Wpar Pty Ltd		26,274	0.04	%		26,274		-	0.00	%
Arc Resources Pty Ltd		26,216	0.04	%		26,216		-	0.00	%
Eugene Leonard Fitzwilliam		25,584	0.04	%		25,584		-	0.00	%
J&F Balaburov Pty Ltd		25,000	0.04	%		25,000		-	0.00	%
Carina Reeve		25,000	0.04	%		25,000		-	0.00	%
Tracey Curtis		25,000	0.04	%		25,000		-	0.00	%
Paula Montgomery		25,000	0.04	%		25,000		-	0.00	%
Christine Kennedy		25,000	0.04	%		25,000		-	0.00	%
Brady Samovojska		25,000	0.04	%		25,000		-	0.00	%
Akash Sharma		25,000	0.04	%		25,000		-	0.00	%
Timothy Cosgriff		25,000	0.04	%		25,000		-	0.00	%
Rebecca Humphrey		25,000	0.04	%		25,000		-	0.00	%
Darren Brooks		21,420	0.03	%		21,420		-	0.00	%
James Lever		21,232	0.03	%		21,232		-	0.00	%
Spiden Family Account		18,750	0.03	%		18,750		-	0.00	%
Janmark Australasia Pty Ltd		15,782	0.02	%		15,782		-	0.00	%
Jala Gordan Pty Ltd		15,730	0.02	%		15,730		-	0.00	%
AKG (Midland) Pty Ltd		15,730	0.02	%		15,730		-	0.00	%
Smith Superannuation Fund		14,275	0.02	%		14,275		-	0.00	%
R&A Allen Pty Ltd		12,500	0.02	%		12,500		-	0.00	%
Rick Lowen Pty Ltd		10,233	0.02	%		10,233		-	0.00	%
Anne Hummel		3,156	0.00	%		3,156		-	0.00	%
Jamahl D Zegzula		2,630	0.00	%		2,630		-	0.00	%
Total		15,786,820	24.80	%		15,786,820		-	0.00	%

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.

*Our financial statements ~~Less~~include ~~than~~a 4going concern uncertainty, which raises substantial doubt about our ability to continue as a going concern.~~80%~~

**We have incurred recurring ~~Assumes~~net ~~all~~losses ~~shares~~and ~~owened~~have bynot ~~selling~~generated ~~shareholders~~significant revenue for the fiscal years ended December 31, 2023, and 2022. As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2023, expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, generate sufficient revenue, and achieve profitable operations. We may seek additional funding through public or private financings, collaborative arrangements, or other strategic transactions. However, there can be no assurance that such funding will be available on acceptable terms, if at all. If we are ~~sold~~unable to obtain sufficient funding or execute our business plan successfully, we may be required to delay, reduce, or terminate operations, which could have a material adverse effect on our business, financial condition, and results of operations. As a result, there is substantial doubt about our ability to continue as a going concern, and investors should be aware that an investment in our securities involves significant risks.

~~DIVIDEND~~Our use of AI in ~~POLICY~~our products and services may result in operational challenges, legal liability, reputational concerns, and competitive risks.

~~We have~~AI ~~never~~is ~~declared~~integrated orinto our ~~paid~~platform ~~any~~and ~~cash~~is ~~dividends~~a onfundamental component of our ~~common~~AI-driven ~~stock~~financial, travel, and debt management solutions. AtAs ~~present~~with many emerging technologies, weAI ~~intend~~presents torisks ~~retain~~and ~~future~~challenges ~~earnings~~that could impact its development, ifadoption, ~~any~~and use, toand ~~finance~~therefore our business. AI-related risks include accuracy, bias, intellectual property concerns, data privacy, cybersecurity vulnerabilities, and the ~~expansion~~provenance of training data. For example, our ~~business~~AI models may incorporate third-party data, including personal, proprietary, or confidential information. AsIf awe lack ~~result~~the necessary rights to use such data, we docould ~~not~~face ~~anticipate~~legal ~~paying~~exposure ~~any~~related ~~cash~~to ~~dividends~~privacy inviolations, ~~the~~intellectual ~~foreseeable~~property ~~future~~disputes, or breaches of contractual obligations.

Additionally, AI regulation is evolving rapidly and may affect our ability to continue deploying AI-driven solutions. AI is under increasing scrutiny by U.S. governmental agencies, including the Federal Trade Commission (FTC) and the SEC. U.S. states and foreign jurisdictions are actively considering new AI-related regulations, such as the European Union’s proposed Artificial Intelligence Act, which could impose significant fines for non-compliance. As regulations develop, compliance obligations may become more complex and could restrict how we build, train, and deploy AI models, potentially increasing costs and limiting the scalability of our solutions.

The use of AI also presents operational and reputational risks. AI models can be flawed or biased due to insufficient, low-quality, or skewed datasets. Addressing these technical limitations and mitigating bias may prove costly and, in some cases, infeasible. If our AI-driven insights, recommendations, forecasts, or automated decisions are inaccurate, biased, or unreliable, we could face reputational damage, regulatory scrutiny, competitive disadvantages, or potential legal liability. Additionally, AI-generated content may inadvertently produce harmful, offensive, or non-compliant material, which could lead to ethical concerns and reinforce the need for human oversight in AI-driven processes.

Public perception and acceptance of AI are also critical to our success. If data scientists, engineers, or end-users misuse AI technologies, or if competitors’ AI applications generate controversy, it could negatively affect the broader AI industry and our brand reputation. Though we implement safeguards to mitigate risks, concerns related to AI’s impact on privacy, employment, decision-making, and social equity may still influence public trust and regulatory actions.

Our investments in AI technology and infrastructure are significant and may exceed initial expectations. If our platform does not function as intended, fails to meet performance expectations, or becomes difficult to use due to regulatory or reputational concerns, we may struggle to retain customers, and our competitors may gain an advantage by integrating AI more effectively.

~~PLAN~~We may experience OFchallenges ~~DISTRIBUTION~~with the acquisition, development, enhancement, or deployment of technology necessary for our business.

WeOur platform requires ~~have~~advanced ~~63,660,926~~software ~~common~~and ~~shares~~computer ofsystems ~~common~~to ~~stock~~handle ~~issued~~increasing data volumes and ~~outstanding~~perform assophisticated oftasks, particularly in the ~~date~~areas of AI-powered ~~this~~fintech ~~prospectus~~products. ~~The~~Technologies ~~Company~~evolve israpidly, ~~registering~~and ~~15,786,820 shares~~we ofmust ~~its~~continually ~~common~~adapt ~~stock~~to ~~for~~these ~~sale~~changes atefficiently ~~$1.50~~and ~~per~~at ~~share~~a reasonable cost. There is no ~~arrangement~~guarantee tothat ~~address~~we ~~the~~will ~~possible~~be ~~effect~~able ofto ~~the~~develop, ~~offering~~acquire, onor integrate the necessary technologies, or that such technologies ~~price~~will ofmeet ~~the~~our ~~stock~~needs or operate as intended, potentially impacting our business performance.

~~We are~~The ~~registering~~sizes ~~the shares issued to the selling shareholders to permit the resale~~ of ~~these common stock by~~ the ~~selling shareholders~~ ~~from~~markets ~~time~~for toour ~~time~~current ~~from~~and ~~after~~future ~~the~~products ~~date~~have ~~of this prospectus. We will~~ not ~~receive~~been ~~any~~established ~~proceeds~~with ~~from the sale by the selling shareholders of the shares. We will bear the fees and expenses incident to our obligation to register the common stock; however~~precision, ~~the selling shareholders will bear legal~~ and ~~advisor~~may ~~fees,~~be ~~commissions,~~smaller ~~and~~than ~~discounts,~~we ~~if any, attributable to their respective sales of the shares~~estimate.

~~From time~~Our toestimates ~~time,~~of ~~each~~the total ~~selling~~addressable ~~shareholder~~markets ~~may~~for ~~sell~~our ~~any~~current orand ~~all~~future ofproducts ~~its~~are ~~shares~~based ~~covered hereby~~ on ~~the~~a ~~OTC~~number ~~Bulletin~~of ~~Board~~internal and~~/or~~ ~~OTC~~third-party ~~Link~~assumptions, orincluding ~~any~~but ~~other~~not ~~stock~~limited ~~exchange~~to projected user adoption, ~~market~~pricing models, orand ~~trading~~the ~~facility~~expected onsuccess ~~which~~of ~~the~~product ~~shares~~development ~~can~~and becommercialization. ~~traded~~While we orbelieve inthese ~~private~~assumptions ~~transactions.~~are ~~These~~reasonable, ~~sales~~they may ~~be at~~prove ~~fixed~~to ~~prices~~be incorrect, ~~prevailing~~and market ~~prices~~conditions atmay ~~the~~change, ~~time~~affecting of the ~~sale,~~accuracy of ~~varying~~our ~~prices~~estimates. ~~determined~~If at the ~~time~~actual ofmarket ~~sale~~size, orproduct ~~privately~~adoption, ~~negotiated prices.~~or Apricing ~~selling~~deviates ~~shareholder~~from ~~may~~our ~~use~~estimates, ~~any~~it ~~one~~could ornegatively ~~more~~impact ofour sales, ~~the~~growth, ~~following~~and ~~methods~~financial ~~when selling shares:~~performance.

●The ~~ordinary brokerage transactions and transactions~~ industries in which ~~the~~we ~~broker-dealer~~operate ~~solicits~~are ~~purchasers;~~subject ●to ~~block~~rapid ~~trades~~change, in which ~~the~~could ~~broker-dealer~~make ~~will~~our ~~attempt~~current toproducts ~~sell the shares as an agent but may position~~ and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution following the rules of the applicable exchange; ● privately negotiated transactions; ● underwritten transactions; ● settlement of short sales, to the extent permitted by law; ● in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● through the distribution of shares by any ~~selling~~future ~~shareholder~~products towe ~~its~~may ~~partners,~~develop ~~members, or stockholders; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law~~obsolete.

The ~~selling~~ ~~shareholders~~fintech ~~may~~and ~~also~~AI ~~sell~~industries are ~~the~~subject ~~shares~~to ~~under~~rapid ~~Rule~~technological ~~144~~evolution, ~~under~~which ~~the~~could ~~Securities~~render ~~Act~~our platform, ifcurrent products, and any future developments obsolete. ~~available~~Frequent advancements in AI technologies, ornew ~~pursuant~~product toinnovations, ~~other~~and ~~available~~changing ~~exemptions~~market ~~from~~expectations ~~the~~could ~~registration~~outdate ~~requirements~~our ~~under~~offerings if we ~~the~~do ~~Securities~~not ~~Act,~~adapt ~~rather~~swiftly. ~~than~~Our ~~pursuant~~future tosuccess ~~this~~depends ~~prospectus.~~on Instaying ~~such~~ahead ~~event~~of technological changes, meeting the ~~selling~~evolving ~~stockholders may~~needs beof ~~required~~our bycustomers, and ~~the~~capitalizing ~~securities~~on ~~laws~~emerging ofmarket ~~certain~~opportunities. ~~states~~Failure to ~~offer~~update ~~and~~our ~~sell~~products ~~the~~or ~~shares~~integrate ~~of Common~~cutting-edge ~~Stock~~advancements ~~only~~could ~~through~~hinder growth ~~registered~~ or ~~licensed~~lead ~~brokers~~to ormarket ~~dealers~~decline.

~~Broker-dealers engaged~~If bywe ~~the~~fail ~~selling~~to ~~shareholders~~retain our ~~may~~existing ~~arrange~~customers ~~for~~or ~~other~~to ~~broker-dealers~~acquire tonew ~~participate~~customers in ~~sales.~~a ~~Broker~~cost-~~dealers~~effective ~~may~~manner, ~~receive commissions~~ or ~~discounts from the selling shareholders (or,~~ if ~~any~~our ~~broker-dealer~~customers ~~acts~~fail asto ~~agent~~continue ~~for~~using ~~the~~our ~~purchaser~~products and ~~of shares~~services, ~~from~~our ~~the~~revenue ~~purchaser)~~may ~~in amounts~~decrease, toand beour ~~negotiated~~business, ~~but,~~financial ~~except as outlined in a supplement to this prospectus~~condition, inand ~~the~~results ~~case~~ of anoperations ~~agency~~could ~~transaction~~be ~~not~~adversely ~~in excess of a customary brokerage commission in compliance with FINRA Rule 2121~~affected.

Our ability to continue growing in the future will depend in part on our success in building and maintaining strong relationships with our customers. If any of our customers were to suspend, limit, or cease their operations, or otherwise terminate their relationships with us, it could decrease our revenue and negatively impact our growth. A diversified customer base is critical to mitigating risks associated with changes in market conditions, customer behavior, and economic factors that may affect particular sectors or industries. While we anticipate that our customer base will expand over time, some larger customers may continue to represent a significant portion of our revenue in the near term.

If we are unable to retain existing customers, acquire new customers efficiently, or if customer engagement with our products and services declines, our ability to grow could be hindered. Our ability to retain and expand relationships with our customers depends on several factors, including: our brand reputation, pricing structure, ongoing value delivery, competitor offerings, and our ability to fulfill customer agreements. Many customers do not have long-term financial commitments, which means they can reduce or stop using our products and services without penalty. Furthermore, some customers may choose to terminate agreements without cause, or with limited notice, exposing us to risk of sudden revenue loss.

Moreover, shifts in market conditions or customer needs could lead our clients to reduce their spending on our solutions, or to renegotiate terms, impacting our financial outlook. Our customers have no obligation to renew their agreements, and any renewal may come with different pricing terms, potentially unfavorable to us. Changes in customer regulations or compliance requirements could also result in customers terminating or limiting their relationship with us.

If we fail to retain key customers, acquire new clients, or grow revenue from existing relationships, our business and financial performance could be adversely affected.

InRisks ~~connection~~Related ~~with~~to ~~the~~Our ~~sale~~Common ofStock the shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may, in turn, engage in short sales of the shares in the course of hedging the positions they assume. The selling shareholders may also sell the shares short and deliver these securities to close out their short positions, return borrowed shares in connection with such short sales, or loan or pledge the shares to broker-dealers that may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer, or other financial institution of shares offered by this ~~prospectus,~~ ~~which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).~~Offering

The ~~selling~~ ~~shareholders~~market ~~and~~price ~~any~~of ~~broker-dealers~~our ~~or agents that are involved in selling the~~ shares ~~may be deemed to be “underwriters” within the meaning~~ of ~~the Securities Act in connection with such sales. In such event, any commissions received by selling shareholders,~~common ~~broker-dealers,~~stock ~~or agents and any profit on the resale of the shares purchased by them~~ may be ~~underwriting~~volatile ~~commissions~~ or ~~discounts~~may ~~under the~~decline ~~Securities~~steeply ~~Act.~~or ~~Selling~~suddenly ~~shareholders~~regardless ~~who are “underwriters” within the meaning~~ of ~~Section~~our ~~2(11)~~operating ofperformance, ~~the~~and ~~Securities~~we ~~Act will~~may not be ~~subject~~able to ~~the~~meet ~~prospectus~~investor or ~~delivery~~analyst ~~requirements~~expectations. ofYou ~~the Securities Act and~~ may not be ~~subject~~able to ~~certain~~resell ~~statutory~~your ~~liabilities,~~shares ~~including but~~at ~~not~~or ~~limited~~above ~~to,~~the ~~Sections~~price ~~11,~~you 12paid and 17may oflose ~~the~~all ~~Securities~~or ~~Act~~part ~~and Rule 10b-5 under the Securities Exchange Act~~ of ~~1934,~~your ~~as amended, or the Exchange Act~~investment.

~~We are~~If ~~required~~you topurchase ~~pay~~shares ~~certain~~of ~~fees~~our ~~and~~common ~~expenses~~stock ~~incurred~~in this byoffering, usyou ~~incident~~may tonot ~~the~~be ~~registration~~able ofto ~~the~~resell those shares ofat ~~the~~or ~~selling~~above ~~shareholders, pursuant to~~ the ~~terms~~price ofyou ~~the securities purchase agreement~~paid. InThe ~~addition,~~market weprice ~~have~~of ~~also~~our ~~agreed~~shares tomay ~~indemnify the selling shareholders against~~fluctuate ~~losses,~~or ~~claims,~~decline ~~damages,~~significantly ~~and~~in ~~liabilities,~~response ~~including~~to ~~liabilities~~numerous ~~under the Securities Act~~factors, ~~concerning~~many ~~the registration statement~~ of which ~~this~~ ~~prospectus~~are ~~forms~~beyond aour ~~part~~control, ~~pursuant to the terms of the securities purchase agreement.~~including:

~~The selling~~● ~~shareholders~~actual ~~will~~or beanticipated ~~subject~~fluctuations in our revenues or other operating results; ● variations between our actual operating results and the expectations of securities analysts, investors and the financial community; ● any forward-looking financial or operating information we may provide to the ~~prospectus~~public ~~delivery~~or ~~requirements~~securities analysts, any changes in this information or our failure to meet expectations based on this information; ● actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the ~~Securities~~expectations ~~Act~~of investors; ● additional shares being sold into the market by us or our stockholders, or the anticipation of such sales, including ~~Rule~~if ~~172~~certain ~~thereunder~~of ~~unless an~~our ~~exemption~~stockholders ~~therefrom~~sell isshares ~~available~~into the market when the applicable “lock-up” period ends for such stockholders; ● announcements by us or our competitors of significant products or features, innovations, acquisitions, strategic partnerships, joint ventures, capital commitments, divestitures or other dispositions; ● loss of relationships with significant customers; ● changes in operating performance and stock market valuations of companies in our industry, including our competitors; ● loss of services from members of management or employees or difficulty in recruiting additional employees; ● future issuances of common stock or other securities; ● worsening of global economic conditions and reduction in demand for our products; ● price and volume fluctuations in the overall stock market, including as a result of general economic trends; ● lawsuits threatened or filed against us, or events that negatively impact our reputation; ● current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, Israel’s war or conflicts with Hamas or Hezbollah or other geopolitical events; ● sanctions imposed by the United States and other countries in response to global conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability; ● the impact of any resurgence of COVID-19 or any of its variants or any other pandemic on us and the national and global economies; ● developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and ● general market conditions and other events or factors, many of which are beyond our control.

~~We agreed~~In toaddition, ~~cause~~extreme ~~the~~price ~~registration~~and ~~statement~~volume offluctuations in ~~which~~the ~~this~~stock ~~prospectus~~markets ishave aaffected ~~part~~and ofcontinue ~~remaining~~to ~~effective~~affect ~~until~~ the ~~date~~stock onprices ~~which~~of nomany ~~selling shareholder~~companies. ~~owns~~Often, ~~any~~their ~~warrants~~share orprices ~~shares~~have ~~issuable~~fluctuated in ~~upon~~ways ~~exercise~~unrelated ~~thereof.~~or ~~The~~disproportionate ~~shares~~to ~~will~~their beoperating ~~sold~~performance. ~~only~~In ~~through~~the ~~registered~~past, orsecurities ~~licensed~~class ~~brokers or~~action ~~dealers~~litigation ifhas ~~required~~often ~~under~~been initiated ~~applicable~~against ~~state~~companies ~~securities~~following ~~laws.~~periods Inof ~~addition,~~volatility in ~~certain~~their ~~states,~~stock ~~the~~price. ~~shares~~This ~~covered~~type ~~hereby~~of ~~may~~litigation ~~not~~could beresult ~~sold~~in substantial ~~unless~~costs ~~registered~~and ordivert ~~qualified~~our ~~for~~management’s ~~sale~~attention inand ~~the~~resources. ~~applicable~~It ~~state.~~could Analso ~~exemption~~require ~~from~~us ~~the~~to ~~registration~~make orsubstantial ~~qualification~~payments ~~requirement~~to issatisfy ~~available~~judgments ~~and~~or isto ~~complied~~settle ~~with~~litigation.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market-making activities concerning the shares for the applicable restricted period, as defined in Regulation M, before the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy at or before the sale (including by compliance with Rule 172 under the Securities Act).

The selling shareholders may decide not to sell any or all of the shares we registered on behalf of the selling shareholders pursuant to the registration statement of which this prospectus forms a part.

Once sold under the registration statement of which this prospectus forms a part, the shares will be freely tradable in the hands of persons other than our affiliates.

In connection with the selling shareholders’ selling efforts in the offering, our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act but instead will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participates in an offering of the issuer’s securities. Our officers and directors are not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act. Our officers and directors will not be compensated in connection with their participation in the offering by paying commissions or other remuneration based either directly or indirectly on transactions in our securities. None of our officers and/or directors are, nor have they been a broker or dealer within the past 12 months, and they are not, nor had he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our officers and directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our officers and directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

~~We will~~An ~~not receive any proceeds from the sale of the 15~~active,~~786,820~~ ~~shares~~liquid ~~being~~trading ~~offered.~~market ~~The price per share is fixed at $1.50~~ for ~~the duration of this offering. Although~~ our ~~common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our~~ shares of common stock ~~quoted on the OTC Bulletin Board and/or OTC Link. To be quoted on the OTC Bulletin Board and/or OTC Link,~~ amay ~~market~~not ~~maker must file an application on our behalf to make a market for our common stock~~develop. ~~There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.~~

~~The Company’s~~While our shares ~~may~~of becommon ~~sold~~stock toare ~~purchasers~~quoted ~~from~~on the ~~time~~OTCQB, totrading ~~time~~in ~~directly by and subject to~~ the ~~discretion~~shares ofhas ~~the~~been ~~selling shareholder~~illiquid. ~~Further,~~ ~~the~~Although ~~Company~~we ~~will~~expect ~~not~~to ~~offer~~list ~~its~~our shares ~~for~~of ~~sale~~common ~~through~~stock ~~underwriters,~~on ~~dealers~~Nasdaq, ~~agents,~~we orcannot ~~anyone~~guarantee an ~~who~~active ~~may~~public ~~receive~~market ~~compensation in~~for ~~the~~our ~~form~~shares of ~~underwriting~~common ~~discounts,~~stock ~~concessions,~~will develop or ~~commissions~~be ~~from~~sustained ~~the~~after ~~Company~~this ~~and~~offering. ~~the~~If ~~purchasers~~an ofactive ~~the~~and ~~shares~~liquid ~~for whom they may~~trading ~~act~~market asdoes ~~agents.~~not ~~The~~develop, ~~shares~~you ofmay ~~common~~have ~~stock~~difficulty ~~sold by the~~ selling ~~shareholder~~or may ~~occasionally~~not be ~~sold~~able into ~~one~~sell orany ~~more~~of ~~transactions;~~the ~~all~~ shares ~~sold~~ ~~under~~that ~~this~~you ~~prospectus will be sold at a fixed price of $1~~purchase.~~50 per share.~~

The ~~Company~~trading market for our common stock will ~~offer~~depend in part on the research and ~~sell~~reports that securities toor ~~comply~~industry ~~with~~analysts ~~the~~publish ~~applicable~~about us ~~securities~~or ~~laws~~our ofbusiness. ~~certain~~Several ~~states~~analysts ifmay ~~they~~cover ~~have~~our ~~been~~stock. ~~registered~~If one or ~~qualified~~ ~~for~~more ~~sale;~~of ~~exemption~~those ~~from~~analysts ~~such~~downgrade ~~registration,~~our stock or ifpublish ~~the~~inaccurate or ~~qualification~~unfavorable ~~requirement~~research isabout ~~available~~our ~~and~~business, ~~with~~our ~~which~~stock weprice ~~have~~would ~~complied~~likely decline. In ~~addition,~~If ~~and~~one ~~without~~or ~~limiting~~more ~~the~~of ~~foregoing,~~these weanalysts ~~will~~cease becoverage ~~subject~~of our Company or fail to ~~applicable~~publish ~~provisions~~reports on us regularly, ~~rules~~demand for our stock could decrease, which might cause our stock price and ~~regulations~~trading volume ~~under~~to ~~the~~decline. ~~Exchange~~An active trading market for our common stock may never develop or be sustained. If an active market for our common ~~Act~~stock ~~with~~does ~~regard~~not continue to ~~security~~develop ~~transactions~~or ~~during~~is not sustained, it may be difficult for investors to sell their shares of common stock without depressing the ~~period~~market ~~when~~price ~~this~~and ~~Registration~~investors ~~Statement~~may isnot ~~effective.~~be Weable ~~will~~to ~~pay~~sell their securities at all. ~~expenses~~An ~~incidental~~inactive market may also impair our ability to ~~the~~raise ~~registration~~capital ofby ~~the~~selling ~~shares~~our ~~(including~~securities ~~registration~~and ~~pursuant~~may impair our ability to ~~the~~acquire other businesses, applications, or technologies using our securities ~~laws~~as consideration, which, in turn, could materially adversely affect our business and the market prices of ~~certain~~your ~~states)~~shares of common stock.

~~Penny~~Our ~~Stock~~common ~~Rules~~stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

The ~~Securities~~SEC ~~Exchange Commission~~ has ~~also~~ adopted ~~rules~~Rule ~~that regulate broker~~15g-~~dealer~~9 ~~practices~~which inestablishes ~~connection~~the ~~with~~definition ~~transactions~~of ina “penny ~~stocks~~ stock,” asfor ~~such~~the ~~term~~purposes isrelevant ~~defined~~to byus, ~~Rule~~as ~~15g-9.~~any ~~Penny stocks are generally~~ equity security ~~securities~~that ~~with~~has a market price of less than $5.00 ~~(other than~~per ~~securities~~share ~~registered~~or onwith ~~certain~~an ~~national~~exercise ~~securities~~price ~~exchanges~~of orless ~~provided~~than ~~that~~$5.00 ~~the~~per ~~exchange~~share, ~~provides~~subject ~~current~~to ~~price~~certain exceptions. ~~and~~For ~~volume~~any ~~information with~~transaction ~~respect~~involving toa ~~transactions~~penny instock, ~~such~~unless ~~securities).~~exempt, the rules require:

~~The shares~~● ~~offered~~that bya ~~this~~broker ~~prospectus~~or ~~constitute~~dealer ~~penny~~approve ~~stock~~a ~~under~~person’s ~~the~~account ~~Securities and Exchange Act. The shares will remain penny stock~~ for ~~the~~ ~~foreseeable~~transactions ~~future.~~in ~~The classification of~~ penny ~~stock~~stocks; ~~makes~~and it● ~~more~~the ~~difficult~~broker ~~for~~or ~~a broker-~~dealer toreceives ~~sell~~from the ~~stock~~investor ~~into~~ a ~~secondary market,~~written ~~making~~agreement ~~it more difficult for a purchaser~~ to ~~liquidate~~the ~~their~~transaction, ~~investment.~~setting ~~Any~~forth ~~broker-dealer engaged by~~ the ~~purchaser~~identity ~~for~~and ~~selling their~~quantity ~~shares~~of ~~in our company will be subject to~~ the penny stock ~~rules~~to be purchased.

~~The~~In ~~penny~~order ~~stock rules require a broker-dealer, prior~~ to aapprove ~~transaction in~~ a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the brokerperson’s oraccount dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for ~~penny~~ ~~stocks~~transactions ~~and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms~~ in ~~the disclosure document or in the conduct of trading in~~ penny stocks~~; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer~~, ~~before effecting any transaction in a penny stock, (i) bid and offer quotations for~~ the ~~penny stock; (ii) the compensation of the~~ broker~~-dealer~~ ~~and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply,~~ or ~~other~~dealer comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.must:

~~In addition,~~● ~~the~~obtain ~~penny~~financial ~~stock~~information ~~rules~~and ~~require~~investment ~~that~~experience ~~before~~objectives aof ~~transaction~~the ~~in a penny stock not otherwise exempt from those rules~~person; ~~the~~and ~~broker-dealer must~~● make a ~~special~~reasonable ~~written~~ determination that the ~~penny~~transactions ~~stock~~in ispenny astocks are suitable ~~investment~~ for ~~the~~that ~~purchaser~~person and ~~receive~~ the ~~purchaser’s written~~person ~~acknowledgment~~has ofsufficient ~~the~~knowledge ~~receipt~~and ofexperience ain ~~risk~~financial ~~disclosure~~matters ~~statement, a written agreement~~ to ~~transactions~~be ~~involving~~capable ~~penny stocks, and a signed and dated copy~~ of aevaluating ~~written suitability statement. These disclosure requirements will reduce~~ the ~~trading~~risks ~~activity~~of transactions in ~~the secondary market for our stock because it will be subject to these~~ penny ~~stock rules~~stocks. ~~Therefore, stockholders may have difficulty selling those securities.~~

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

	●	the basis on which the broker or dealer made the suitability determination; and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered underwriter, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~DESCRIPTION~~The OFFINRA ~~BUSINESS~~sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

~~Lever~~In ~~Global~~addition ~~Corporation~~to ~~was~~the ~~incorporated~~“penny ~~under~~stock” ~~the~~rules ~~laws~~described ofabove, ~~the~~FINRA ~~State~~has ofadopted ~~Delaware~~rules onthat ~~March~~require ~~24,~~that ~~2022.~~in Werecommending ~~are~~an investment to a ~~fintech~~customer, a broker-~~driven~~dealer ~~consumer~~must ~~debt management~~have ~~company.~~reasonable ~~Our~~grounds ~~mission~~for believing that the investment is tosuitable ~~empower~~for ~~subscribers~~that customer. Prior to recommending ~~use~~speculative ~~our~~low-priced ~~app~~securities to ~~become~~their ~~financially~~non-institutional ~~independent~~customers, bybroker-dealers ~~managing~~must ~~their~~make ~~debt~~reasonable ~~obligations. Mr.~~efforts ~~McKendrick~~to isobtain information about the ~~Company~~customer’s ~~Founder~~financial status, ~~CEO~~tax status, ~~and~~investment ~~Director~~objectives and ~~has~~other ~~started~~information. ~~several~~Under ~~fintech~~interpretations of ~~companies~~these ~~focusing~~rules, onthe ~~credit~~FINRA ~~and~~believes ~~debt~~that there is a high probability that speculative low-priced securities will not be suitable for at ~~management~~least some customers. The FINRA requirements make it more difficult for ~~consumers~~broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and ~~businesses~~sell ~~since~~our ~~2015~~common stock and have an adverse effect on the market for shares of our common stock.

~~Our flagship~~Certain ~~product,~~recent ~~the~~public ~~Lever~~offerings ~~Debt~~of ~~App~~companies with ~~(“App”),~~public ~~allows~~floats ~~everyday~~comparable ~~people~~ to ~~negotiate,~~our ~~repay,~~anticipated ~~and~~public ~~settle~~float ~~student~~have ~~loans~~experienced ~~for~~extreme ~~the US~~volatility ~~market~~that ~~without~~was ~~the~~seemingly ~~complexity~~unrelated ~~and~~to ~~confusion~~the underlying performance of the ~~fine~~respective ~~print~~company. ~~The~~We ~~App~~may ~~helps~~experience ~~subscribers~~similar ~~with debt management - negotiation~~volatility, ~~repayment, and~~which ~~settlement.~~may Wemake ~~are~~it ~~committed~~difficult tofor ~~providing~~prospective ~~our subscribers with impartial guidance in their journey towards financial independence.~~investors ~~The~~to ~~App~~assess ~~will be available on~~ the ~~Play~~value ~~Store~~of ~~(Android),~~our ~~and~~common ~~App Store (iOS) under Lever Debt App (the “App”) as its brand name for a subscription-based fee billed monthly or annually~~stock.

~~The~~Our shares of common stock may be subject to extreme ~~App~~volatility ~~will~~that ~~help~~may be unrelated to the ~~subscriber~~underlying inperformance ~~debt~~of ~~negotiation~~our business. Recently, ~~federal~~companies ~~student~~with ~~loan~~comparable ~~prequalification~~anticipated public floats and ~~enrollment,~~public ~~access~~offering ~~credit~~sizes ~~scores~~have experienced instances of extreme stock price run-ups followed by rapid price declines, and ~~other~~ ~~features~~such ~~that~~stock ~~enable~~price ~~subscribers~~volatility towas ~~manage~~seemingly ~~their~~unrelated ~~debt~~to ~~obligations~~the ~~smartly,~~respective ~~intuitively,~~company’s ~~and~~underlying ~~cost-effectively~~performance. ~~The~~Although ~~Company~~the ~~initially~~specific ~~intends~~cause toof ~~target~~such ~~student~~volatility ~~debt~~is ~~holders~~unclear, inour ~~the~~anticipated ~~United~~public ~~States~~float asmay ~~its~~amplify ~~primary~~the ~~customer~~impact ~~base.~~the ~~The~~actions ~~Company~~taken ~~believes~~by ~~that~~a ~~manually~~few ~~managing~~stockholders ~~debt~~have ison the ~~complex~~price ~~and~~of ~~time-consuming~~our shares, which ~~involves~~may ~~actively~~cause ~~monitoring~~our ~~personal~~share ~~finances~~price to deviate, ~~estimating~~potentially ~~payments~~significantly, ~~negotiating~~from ~~with~~a ~~lenders,~~price ~~and finding~~that better reflects the ~~proper~~underlying performance ~~federal~~of ~~and~~our ~~state~~business. ~~grants~~Should our shares of common stock experience run-ups and ~~loan~~declines ~~arrangements.~~that Itare isseemingly ~~difficult~~unrelated to ~~maintain~~our actual or expected operating performance and ~~monitor~~financial ~~these~~condition ~~loan~~or ~~terms~~prospects, ~~with~~prospective ~~annual~~investors may have difficulty assessing the ~~renewals~~rapidly ~~that~~changing ~~can~~value ~~last~~of upour toshares. ~~twenty-one~~In ~~(21)~~addition, ~~years~~investors onin ~~average~~this offering may experience losses, which may be material, if the price of our shares declines after this offering or if such investors purchase our shares prior to any price decline.

AShort ~~student~~ sellers ~~loan~~of ~~default~~our ~~has~~stock ~~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~~manipulative ~~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~~may ~~Security benefits.~~drive ~~The~~down ~~Company believes if borrowers are struggling to make student loan payments, it’s crucial to take action before falling too far behind. The Lever Debt app allows~~ the ~~borrower~~market toprice ~~contact the loan servicer to discuss options, including deferment or forbearance. The Company believes taking action through its intuitive technology can help them avoid the devastating consequences~~ of ~~student~~our ~~loan~~common ~~default~~ stock.

~~The~~Short ~~Company~~selling ~~believes~~is the ~~student~~practice ~~loan~~of ~~borrower~~selling ~~will~~securities ~~benefit~~that ~~from~~ the ~~App.~~seller ~~Our~~does ~~Application~~not ~~Program~~own ~~Interface~~but ~~(APIs)~~rather ~~and~~has ~~artificial~~borrowed ~~intelligence~~or intends to borrow from a third ~~(AI)~~party ~~driven~~with ~~programming~~the ~~connect~~intention of buying identical securities at a later date to return them to the ~~right~~lender. ~~and~~A ~~relevant~~short ~~federal~~seller ~~loan~~hopes ~~programs~~to ~~with~~profit from a decline in the ~~most~~value ~~favorable~~of ~~terms~~the –securities ~~qualifying amount~~between the sale of the borrowed securities and ~~rate~~the purchase of the replacement shares, as ~~enroll~~the ~~and~~short ~~save~~seller ~~with~~expects ato ~~few~~pay ~~clicks.~~less ~~The~~in ~~Lever~~that ~~Debt~~purchase ~~App~~than ~~further~~it ~~informs~~received in the ~~subscribers~~sale. ~~when~~As ~~and~~it ~~how~~is totherefore ~~refinance~~in ~~their~~the short seller’s ~~student~~interest ~~loans.~~for ~~Based~~the onprice of the ~~inputs~~stock to decline, some short sellers publish, or arrange for the ~~subscriber~~publication ~~provides~~of, opinions or characterizations regarding the ~~Lever~~relevant ~~Debt~~issuer, ~~App~~its ~~provides~~business ~~visual~~prospects ~~guidelines~~and onsimilar ~~how~~matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the ~~subscriber’s~~stock short. Issuers whose securities have historically ~~budget~~had limited trading volumes and/or ~~spending~~have ~~suit~~been ~~their~~susceptible ~~student~~to ~~loan~~relatively ~~repayments~~high volatility levels can be particularly vulnerable to such short seller attacks.

The ~~Lever~~publication ~~App~~of ~~provides~~any ~~subscribers~~such ~~instant~~commentary ~~matches~~regarding ~~through~~us ~~Student~~by ~~Aid,~~a ~~the~~short ~~largest~~seller ~~provider~~may ofbring ~~financial~~about ~~aid~~a ~~for~~temporary, ~~college~~or inpossibly ~~the~~long ~~United States~~term, decline in the ~~and~~market ~~other~~price ~~Federal~~of ~~student~~our ~~aid~~common ~~programs~~stock. ~~The~~No ~~subscriber~~assurances can ~~access~~be ~~the~~made ~~complex~~that ~~world~~we will not become a target of ~~student~~such ~~debt~~commentary ~~management~~and declines in anthe ~~easy~~market price ~~four-step~~of ~~process through~~our ~~the~~common ~~Lever~~stock ~~Debt~~will ~~App~~not occur in the future, ~~which~~in ~~includes:~~connection with such commentary by short sellers or otherwise.

●Management ~~Basic~~will ~~subscriber~~have ~~information~~broad ~~per~~discretion ~~KYC requirements, ● The subscriber links one or multiple loans in real-time, also known~~ as ~~the Enrollment, ● The software matches with up~~ to ~~three (3) options to manage loans (deferment or forbearance or reduce payments, etc.), and ● The subscriber picks~~ the ~~best~~use ~~option~~of ~~to connect to~~ the ~~best~~net ~~United~~proceeds ~~States~~from ~~Government~~this ~~aid program to complete the application~~offering.

~~Once subscribers~~Our ~~sync~~management ~~their~~will ~~respective~~have ~~loans~~broad ~~with~~discretion in the allocation ~~Lever~~of ~~Debt App,~~ the ~~software~~net ~~automates~~proceeds ~~with~~and acould ~~data-driven~~use ~~algorithm~~them tofor ~~match~~purposes ~~users~~other ~~with qualifying~~than ~~federal~~those ~~loan~~contemplated ~~programs.~~at ~~Approximately~~the ~~47%~~time of ~~student~~this ~~loan holders qualify for these programs, resulting in ~68~~offering.04 mOur ~~loans with~~stockholders amay ~~~99%~~not ~~approval.~~agree ~~The~~with ~~app~~the ~~also~~manner ~~provides~~in ~~credit~~which ~~score~~our ~~insights~~management ~~and~~chooses ~~payments~~to ~~round-up~~allocate ~~technology using open banking protocols that help~~ and ~~recommend~~spend ~~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~~net proceeds.

Sales of a substantial number of our shares of common stock in the public market by our existing shareholders could cause our share price to fall.

Sales of a substantial number of our shares of common stock in the public market following this offering, or the perception that these sales might occur, could depress the market price of our shares and could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. All the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any such shares acquired by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Furthermore, our directors, officers and certain stockholders that hold more than 5% of our shares of common stock upon the closing of this offering (assuming none of such persons purchase shares in this offering) will be subject to lock-up agreements with the underwriters of this offering that restrict their ability to transfer our shares for a period of six months from the date of this prospectus. We are unable to predict the effect that sales may have on the prevailing market price of our shares of common stock. See “Shares Eligible for Future Sale” for further information.

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our common stock will appreciate in value, or even maintain the price at which you purchased the common stock. You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock.

~~Business~~Investors ~~Strategy~~in this offering will experience

~~Our experienced~~immediate ~~Management~~ and ~~in-house~~substantial ~~software~~dilution ~~development team have carefully designed various B2C debt management solutions to meet the needs of borrowers~~ in ~~the United States and globally. We intend to grow our core business, increase market share, and improve profitability~~net ~~principally~~tangible bybook ~~deploying the following growth strategies:~~value.

●The ~~Complete~~public ~~and~~offering ~~launch~~price ~~the~~per ~~App~~share tois ~~the~~substantially higher ~~public~~than by the ~~end~~net oftangible ~~the~~book ~~end~~value ofper ~~the~~share ~~fourth quarter~~ of ~~fiscal 2022; ● Ramp up subscriber acquisition through~~ our ~~digital~~outstanding ~~and~~shares ~~traditional~~of ~~marketing~~common ~~strategies;~~stock. ●As ~~Continue~~a toresult, ~~enhance~~investors ~~and~~in ~~promote~~this ~~our~~offering will ~~core~~incur ~~proprietary~~immediate ~~debt~~dilution ~~management~~of ~~platform~~$[ ] ~~and~~per ~~introduce~~share, ~~other~~based ~~innovative~~on ~~debt management tools for~~ the ~~United~~assumed ~~States~~public ~~student~~offering ~~loan~~price ~~borrowers;~~of ●$ per ~~Future~~share, ~~growth~~based ~~will depend~~ on the ~~timely~~last ~~development~~reported ~~and~~sales ~~successful~~price ~~distribution~~for ofour ~~the~~common ~~App~~stock byas ~~signing~~quoted ~~enterprise~~on ~~and employer deals in~~ the ~~United~~OTCQB ~~States;~~on ●February , 2025. ~~Increase~~Investors ~~our~~in ~~software~~this ~~development~~offering ~~capabilities~~will topay ~~develop~~a ~~disruptive~~price ~~and~~per ~~next-generation~~share ~~machine~~that ~~learning~~substantially ~~and~~exceeds ~~artificial~~the ~~intelligence-driven~~book ~~technologies~~value toof ~~grow~~our ~~and~~assets ~~retain~~after ~~subscriber base; ● Grow subscriber base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and ● Recognize and enter high-growth markets to expand~~ subtracting our ~~services~~liabilities. toSee ~~meet~~“Dilution” ~~the demand~~ for ~~other~~a ~~financial~~more ~~solutions,~~complete ~~including~~description ~~but~~of ~~not~~how ~~limited~~the tovalue ~~auto-save~~of ~~and~~your ~~auto~~investment ~~loan~~will ~~payment~~be ~~from~~diluted upon ~~day-to-day~~the ~~debit~~completion ~~card~~of ~~usage~~this offering.

A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

The sales of a substantial number of our shares of common stock in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our common stock. Immediately after this offering, we will have outstanding shares of common stock, based on the number of shares of common stock outstanding as of September 30, 2024 and as of the date of the prospectus, assuming no exercise of the underwriter’s over-allotment option. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. Of that amount, shares of common stock are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of this offering, subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or shares of common stock, our share price and trading volume could decline.

The trading market for our shares of common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares of common stock, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to continue to make investments to support our business growth and may require additional funds, beyond those generated by the offering, to respond to business challenges, including the need to enhance our products and services, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in public or private equity, equity-linked or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business could be adversely affected.

If we fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our business and investors’ views of us may be harmed.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires public companies to conduct an annual review and evaluation of their internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our common stock.

There can be no assurances that our common stock once listed on Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of Nasdaq.

We have applied to list the shares of our common stock on Nasdaq under the symbol “AIUG”. An approval of our listing application by Nasdaq will be subject to, among other things, our fulfilling all of the listing requirements of Nasdaq. In addition, Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-listed from Nasdaq) would make it more difficult for stockholders to sell our common stock and more difficult to obtain accurate price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.

~~Marketing and~~CAUTIONARY ~~Sales~~NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~The~~This ~~Company~~prospectus ~~aims~~contains toforward-looking bestatements ~~flexible~~which ~~and~~relate ~~responsive~~ to ~~its~~future ~~sales~~events ~~and~~or ~~marketing~~our ~~strategies~~future tofinancial ~~provide~~performance. anIn ~~omnichannel~~some ~~customer experience. Therefore~~cases, you ~~our~~can ~~primary~~identify ~~focus~~forward-looking isstatements onby ~~different~~terminology ~~subscriber~~such ~~acquisition~~as ~~channels~~“may”, to“should”, ~~expand~~“expects”, ~~our~~“plans”, “anticipates”, ~~paid~~“believes”, ~~customer~~“estimates”, ~~base.~~“predicts”, ~~The~~“potential” ~~Company~~or is“continue” or ~~actively~~the ~~integrating digital~~negative ~~and~~of ~~traditional~~these ~~marketing~~terms ~~channels~~or ~~effectively~~other ascomparable weterminology. ~~believe~~These ~~these~~statements are ~~scalable~~only ~~channels~~predictions and ~~that~~involve ~~one-size-fits-most~~known ~~customers no longer work. Our marketing strategy identifies~~ and ~~targets~~unknown ~~student borrowers who are high-value/high-potential subscribers. We have~~risks, ~~found~~uncertainties ~~that~~and ~~these~~other ~~customers~~factors, ~~are~~including ~~often~~the ~~more~~risks ~~receptive~~in tothe asection ~~digital~~entitled ~~marketing~~“Risk ~~strategy~~Factors,” that ~~includes~~may ~~SEO~~cause ~~marketing,~~our anor ~~intuitive~~our ~~website~~industry’s ~~experience,~~actual ~~targeted emails/ content~~results, ~~educational~~levels ~~blogs,~~of ~~and active social media engagement involving celebrities and influencers. For traditional marketing~~activity, ~~such~~performance asor ~~conferences,~~achievements ~~trade~~to ~~shows,~~be ~~expos,~~materially ~~media~~different ~~events,~~from ~~and~~any ~~direct~~future ~~meetings~~results, ~~the~~levels ~~senior~~of ~~Management in person provides presentations~~activity, performance ~~gives~~or ~~media~~achievements ~~interviews,~~expressed ~~and~~or ~~engages~~implied ~~potential~~by ~~subscribers~~these atforward-looking ~~events~~statements.

WeWhile ~~have~~these ~~designed~~forward-looking ~~our~~statements, ~~marketing~~ and ~~sales~~any ~~strategies~~assumptions toupon ~~drive~~which ~~prospective~~they ~~subscribers~~are tobased, ~~the~~are ~~Play~~made ~~Store~~in good faith and ~~App~~reflect ~~Store~~our current judgment regarding the direction of our business, ~~where~~actual ~~they~~results ~~can~~will ~~download~~almost always vary, sometimes materially, from any estimates, predictions, ~~our~~projections, ~~App~~assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Lever~~In ~~has~~addition ~~in-house marketing and digital content team with experience from large consumer companies. The Company plans~~ to ~~expand~~these inassumptions ~~the fourth quarter of 2022 to facilitate the expansion of our services~~ and ~~technology~~matters ~~capabilities~~discussed ~~into~~elsewhere ~~managing credit cards~~herein, ~~overdue~~important ~~bills,~~factors ~~and other debt collections~~that, ~~leveraging~~in our ~~proprietary end-to-end debt automation solutions. The company has engaged celebrities and influencers such as Austin Reaves (Age 23)~~view, ~~Kevin~~could ~~Mccullar~~cause ~~Jr.~~actual ~~(Age 21), and Swae Lee (Age 28) to promote and endorse Company’s products and~~results ~~services~~ to ~~target~~differ ~~audiences.~~materially ~~The~~from ~~Company~~those ~~carefully~~discussed ~~executes~~in ~~its~~the ~~social media strategy by using billboard signage, social media posting, digital TV ads, creating video~~forward-~~on-demand~~looking ~~advertising,~~statements ~~and~~include ~~attending~~the ~~events at schools, colleges, and university campuses.~~following:

~~The Company~~● ~~implements~~our anfuture ~~effective~~operating ~~marketing~~or ~~funnel~~financial ~~where~~results; we● ~~map~~our ~~out~~ability to procure or have access to financing, our ~~subscribers’~~liquidity ~~journey~~and ~~from~~the ~~when~~adequacy ~~they~~of ~~are~~cash aflows ~~lead~~for our operations; ● changes in our operating expenses, and ~~then~~insurance ~~tailored strategies~~costs; ● our ability to ~~encourage~~meet ~~them~~requirements for additional capital and financing to ~~move~~grow ~~through~~our ~~this~~business; ~~funnel~~● planned or pending acquisitions, business strategy and expected capital spending or operating expenses; ● changes in governmental rules and regulations or actions taken by regulatory authorities; ● our expectations regarding our ability to complete acquisition transactions as planned; ● potential conflicts of interest involving members of our board of directors, or the Board, and senior management; ● potential liability from pending or future litigation; ● potential exposure or loss from investment in derivative instruments; ● forecasts of our ability to make cash distributions on our common units or any increases in our cash distributions; ● our ability to make additional borrowings and to access debt and equity markets; ● the strength of world economies; ● fluctuations in interest rates and foreign exchange rates; ● general domestic and international political conditions; and ● our business strategy and other plans and objectives for future operations.

WeAny ~~also~~forward-looking ~~utilize~~statements ~~many~~contained ~~indirect~~herein ~~channels~~are ~~where~~made aonly ~~network~~as of ~~industry~~the ~~professionals,~~date ~~introducing~~of this prospectus, and ~~referring~~we ~~affiliates~~undertake asno ~~third~~obligation ~~parties,~~to update ~~promote~~any ~~our~~forward-looking ~~services~~statement inor ~~exchange~~statements ~~for~~to ~~performance-based~~reflect ~~compensation.~~events Inor ~~most~~circumstances ~~cases,~~after ~~affiliates~~the ~~carry~~date ~~out~~on which such statement is made or to reflect the ~~lead~~occurrence ~~generation~~of ~~function~~unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any of ~~while~~these factors. Further, we cannot assess the ~~Company’s~~impact ~~staff~~of ~~provides~~each ~~subscribers~~such ~~and~~factor ~~technical~~on ~~support~~our business or the extent to ~~subscribers~~which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

Most of the marketing and branding initiatives are taken in-house by our team. The Company may hire outside marketing and branding consultants and advertising firms from time to time.

~~Industry~~USE ~~and~~OF ~~Competitive Analysis~~PROCEEDS

~~A student~~Based ~~loan~~upon isan ~~money~~assumed public ~~that~~offering ~~the~~price ~~federal~~of ~~government~~$ per ~~and~~share ~~private~~(based ~~institutions~~on ~~lend~~the tolast ~~students~~reported orsales ~~parents~~price tofor ~~finance~~the ~~post-secondary~~common ~~education.~~stock ~~Most~~as ~~students~~quoted ~~who~~on ~~get~~the aOTCQB ~~bachelor’s~~on , ~~degree~~2025), ~~finance~~we ~~their~~estimate ~~education~~that ~~with~~we ~~one~~will orreceive ~~more~~net ~~student~~proceeds from ~~loans.~~this ~~Student~~offering, ~~loans~~after ~~are~~deducting the ~~largest source~~underwriting ofdiscounts ~~debt~~and incommissions and the ~~United~~estimated ~~States~~offering ~~after~~expenses ~~mortgages.~~payable ~~Student~~by ~~loans do not require the borrower to provide collateral~~us, ~~such as a house~~of orapproximately a$ million. ~~car,~~If ~~to guarantee~~ the ~~loan.~~underwriters ~~The~~exercise ~~interest~~their ~~payment~~option onto ~~the~~purchase ~~student loan is tax-deductible~~ up to aan ~~maximum~~additional shares of ~~$2,500.~~common ~~However,~~stock ~~student loans~~in ~~are~~full, ~~usually~~we ~~disbursed~~estimate ~~directly~~that to the ~~educational~~net ~~institution’s~~proceeds ~~financial~~to ~~aid~~us ~~office.~~from ~~The~~this ~~loans~~offering will ~~can only~~ be ~~used~~approximately ~~to cover tuition~~$ million, ~~college~~after ~~fees,~~deducting ~~room~~the ~~and~~underwriting ~~board,~~discounts ~~living~~and ~~expenses~~commissions ~~while at college,~~ and ~~books. In most cases, bankruptcy laws do not allow the discharge~~estimated ofoffering ~~student~~expenses ~~loans~~payable ~~under~~by ~~bankruptcy~~us.

~~Public~~Each $1.00 increase (decrease) in the assumed public offering price of $ per share would increase (decrease) the net proceeds to us from this offering after deducting the underwriting discounts and ~~Private~~commissions ~~Student~~and ~~Debt~~estimated offering expenses payable by us, by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by $ , assuming the assumed public offering price remains the same.

~~43.4~~We ~~million~~intend ~~student~~to ~~loan~~use ~~borrowers in~~ the ~~United~~net ~~States~~proceeds ~~owe~~from athis ~~collective~~offering, ~~nearly~~estimated ~~$1.75~~at ~~trillion in federal and private student loan debt as of April 2022~~$ million, ~~according~~ to support the ~~Federal~~continued ~~Reserve~~growth ~~Bank~~and development of ~~St.~~our innovative ~~Louis~~AI-powered ~~(1)~~platforms. ~~According~~The toallocation ~~a July 2021 report by MeasureOne (2), academic data firm — about 92%~~ of ~~student~~funds ~~debt~~ is ~~owned~~strategically bydesigned ~~the~~to USenhance ~~Department~~our ofoperational ~~Education~~capabilities, ~~referred to as Public student debt.~~accelerate ~~The~~our ~~balance~~market ~~of student debt~~expansion, ~~referred~~and todrive asvalue ~~Private~~for ~~Student~~our ~~Loans,~~users ~~makes~~and ~~up 7~~stakeholders.~~89%~~ ofThe ~~the~~anticipated ~~total~~use ~~outstanding~~of USproceeds ~~student loans, equal to $131.10 billion.~~includes:

(1~~) Federal Reserve Bank of St~~. ~~Louis.~~Product ~~Student~~Development ~~Loans Owned~~ and ~~Securitized.~~Innovation (40%):

~~Average Student~~○ ~~Loans~~Invest in research and development to enhance the functionality and scalability of our platforms—NestEgg, Travl.App, Lever, and Resolve Debt—ensuring they remain at the forefront of industry innovation. ○ Advance AI and machine learning capabilities to deliver deeper personalization, predictive analytics, and compliance tools.

~~The average~~2. ~~student debt is estimated to be $28~~Sales,~~950~~ ~~and $71~~Marketing,~~000~~ ~~for graduate~~ and ~~post-graduate~~Customer ~~students.~~Acquisition ~~The average US household with student debt owes $57,520, according to NerdWallet’s 2020 household debt study.~~(30%):

~~Parent PLUS~~○ ~~loans~~Expand ~~(3)~~targeted ~~are~~marketing ~~direct~~efforts ~~federal loans parents can use~~ to ~~pay~~increase ~~for~~brand ~~their~~awareness ~~dependent~~and ~~child’s~~user ~~education.~~acquisition ~~According~~across todiverse ~~federal loan~~demographics ~~data,~~and ~~the~~geographic ~~average~~regions. ~~outstanding~~○ ~~parent~~Develop ~~PLUS~~strategic ~~loan~~partnerships ~~debt~~with isfinancial ~~$28~~institutions,~~778.~~ ~~Total~~fintech ~~parent~~companies, ~~PLUS~~and ~~debt:~~enterprise ~~$104.8~~clients ~~billion~~to ~~distributed~~accelerate ~~among 3~~adoption.~~7 million parent PLUS borrowers.~~

~~(2) MeasureOne~~3. ~~Academic~~Operational ~~Lending~~Infrastructure ~~Study~~and ~~December~~Technology ~~15, 2021.~~(20%):

~~(3) StudentAid~~○ Upgrade and expand our IT infrastructure to support anticipated user growth and enhance platform reliability.~~gov.~~ ~~Federal~~○ ~~Student~~Strengthen ~~Loan~~cybersecurity ~~Portfolio~~measures byto ~~Loan~~ensure ~~Type~~the integrity of user data and compliance with regulatory standards.

~~Status of~~4. ~~Student~~Working ~~Loan~~Capital ~~Repayment~~and General Corporate Purposes (410%):

~~The government~~○ ~~offered~~Support aongoing ~~student~~operational ~~loan relief in 2020~~needs, ~~which~~including ~~caused~~talent ~~forbearance~~acquisition ~~spikes~~ and ~~data suspension from federal agencies. There are 6.42 million federal loan borrowers in school~~retention, ~~1.17~~legal ~~million~~and ~~federal~~compliance ~~borrowers in the grace period~~activities, ~~460,000~~and ~~federal~~day-to-day ~~loan~~business ~~borrowers~~expenses. ~~in repayment,~~○ ~~3.05~~Maintain ~~million~~flexibility ~~federal~~to ~~loan~~respond ~~borrowers~~to inmarket ~~deferment,~~opportunities and ~~26.78~~unforeseen ~~million federal loan borrowers with loans in forbearance~~challenges.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

~~Borrowers~~DIVIDEND can also postpone private student loan payments via deferment or forbearance, but interest always accrues regardless of whether the borrower makes payments. If public student loan borrowers can’t make payments, they can postpone them through deferment or forbearance. Interest typically accrues during these periods, but borrowers with subsidized loans don’t owe the interest that accrues during deferment.POLICY

~~The~~We USdo ~~Government~~not ~~paused~~anticipate declaring or paying, in the ~~federal~~foreseeable ~~student~~future, ~~loan~~any ~~repayments~~cash ~~and~~dividends ~~interest~~on ~~during~~our ~~the~~capital ~~pandemic~~stock. ~~throughout~~We ~~2021~~intend to retain all available funds and ~~extended~~future itearnings, ~~into~~if any, to fund the ~~fall~~ development and expansion of ~~2022~~our business. ~~Despite~~Any future determination regarding the ~~freeze~~declaration and payment of dividends, ~~student~~if ~~loan~~any, ~~balances~~will ~~still~~be ~~increased~~at asthe ~~newer~~discretion ~~loans~~of ~~entered~~our ~~repayment~~board of directors and will depend on then-existing conditions, ~~even~~including our ~~though~~financial ~~there’s~~condition, nooperating ~~payment~~results, contractual restrictions, capital requirements, business prospects and other factors our ~~yet~~board ~~due~~of ondirectors ~~most~~may ~~loans~~deem relevant.

~~(4)~~Our ability to pay dividends ~~Federal~~to ~~Student~~our ~~Aid~~stockholders in the future will depend upon our liquidity and capital requirements, ~~Portfolio~~as well as our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock, and other factors deemed relevant by ~~Loan~~our ~~Status~~board ~~December~~of ~~2021~~directors.

~~Status of Student Loan Default (5)~~CAPITALIZATION

~~Student~~The ~~loan~~following ~~default~~table ~~happens~~sets ~~after~~forth aour ~~period~~capitalization ~~of missed payments after approximately 270 days (or nine months) past due. Private student loans typically enter default after three missed payments (typically three months). Still, it can happen~~ as ~~soon as after one missed payment according to the lender’s terms and conditions. Around 9.7%~~ of ~~student~~September ~~loan~~30, ~~borrowers default after entering repayment within the next couple of years.~~2024:

~~(5) Federal~~● ~~Student~~on ~~Aid~~an ~~September~~actual ~~2020~~basis; and

~~Student Loan~~● ~~Forgiveness~~on ~~Options~~an adjusted basis to reflect the issuance and sale of the shares by us in this offering at the assumed public offering price of $ per share (based on the last reported sales price for the common stock as quoted on the OTCQB on , 2025), after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

~~The~~You USshould ~~Government~~read ~~provides~~the ~~several~~information ~~student~~in ~~loan~~the ~~forgiveness~~below ~~options~~table together with our consolidated financial statements and ~~plans~~related notes, ~~including~~and ~~but~~“Management’s Discussion ~~not~~and ~~limited~~Analysis ~~to:~~of Financial Condition and Results of Operations,” each included elsewhere in this prospectus. The as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

● 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 may 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.

	As of September 30, 2024 (unaudited)
(U.S. dollars in thousands)		Actual			As Adjusted
Cash and cash equivalents	$	510,797		$	-

Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			-
Common stock par value $0.001 par value per share; authorized 500,000,000; issued and outstanding 313,319,980 shares (actual) and shares (as adjusted)		31,332			-
Additional paid in capital		11,168,309			-
Accumulated deficit		(9,157,767	)
Total shareholders’ equity		2,042,374			-
Total capitalization		2,553,171			-

Each $1.00 increase (decrease) in the assumed public offering price of $ per share would increase (decrease) our as adjusted amount of total capitalization by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 million in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) our as adjusted amount of total capitalization by $ , assuming no change in the assumed public offering price per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We believe the personal debt management industry is highly fragmented and diversified, with several large and small companies offering various debt management solutions. We believe that 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.DILUTION

~~Our industry~~If isyou ~~active~~invest in ~~mergers~~our ~~and~~common ~~acquisitions~~stock ofin ~~digital~~this ~~debt~~offering, you ~~management~~will ~~software~~experience ~~companies~~immediate ~~by large~~ and ~~well-capitalized~~substantial ~~companies looking~~dilution ~~for complementary services. For example,~~ in ~~July~~the ~~2018,~~as ~~LendingTree,~~adjusted ~~Inc.~~net ~~(NASDAQ:~~tangible ~~TREE)~~book ~~announced~~value ~~today~~of ~~that~~your itshares ~~had~~of ~~entered~~common ~~into~~stock. Dilution ain ~~definitive~~as ~~agreement~~adjusted tonet ~~acquire~~tangible ~~Student~~book ~~Loan~~value ~~Hero,~~represents ~~Inc.(6),~~the adifference ~~personal~~between ~~finance~~the ~~website~~assumed ~~dedicated~~price to ~~helping~~the ~~student~~public ~~loan borrowers~~per ~~manage~~share ~~their~~of ~~student~~our ~~debt.~~common Instock and ~~April 2021, Acorns,~~ the ~~Californian~~as ~~investment~~adjusted ~~and~~net ~~savings~~tangible ~~app,~~book ~~had~~value ~~landed~~per ~~its~~share ~~second acquisition~~ of ~~2021~~our ~~with~~common ~~artificial~~stock ~~intelligence~~immediately ~~(AI)~~following ~~start-up~~this ~~Pillar (7)~~offering.

~~According to~~Our ~~the~~historical ~~Harvard~~net ~~Kennedy~~tangible ~~School~~book ~~report~~value ~~(8),~~as ~~the fintech industry deals with the dangers~~ of ~~potential~~September 30, ~~misuse~~2024 ~~and~~was ~~abuse~~$2,042,379, ofor ~~consumer data~~$0.01 ~~This~~per ~~include~~share ~~but~~of iscommon ~~not~~stock ~~limited~~based toupon ~~the~~313,319,980 ~~loss~~shares of ~~privacy;~~common ~~violation~~stock ofoutstanding ~~data~~on ~~security;~~such ~~increasing~~date. ~~risks~~Our historical ofnet ~~fraud~~tangible ~~and~~book ~~scams;~~value ~~unfair and~~is ~~discriminatory~~the ~~uses~~amount of ~~data~~our ~~and~~total ~~data~~tangible ~~analytics~~assets ~~against~~less ~~rules~~our ~~and~~liabilities. ~~regulations;~~Historical ~~uses~~net oftangible ~~data~~book ~~that~~value per ~~are~~share ~~non-transparent~~of tocommon ~~both~~stock ~~consumers and~~is ~~regulators;~~our ~~harmful~~historical ~~manipulation~~net oftangible ~~consumer~~book ~~behavior;~~value ~~and~~divided ~~risks~~by ~~that~~the ~~tech~~number ~~firms~~of ~~entering~~outstanding ~~the~~shares ~~financial~~of orcommon ~~financial~~stock ~~regulatory~~as ~~space~~of ~~will~~September ~~lack adequate knowledge~~30, ~~operational effectiveness, and stability~~2024.

~~The~~Immediately after this offering, our adjusted ~~student~~net ~~loan~~tangible ~~forgiveness~~book ~~debate~~value ~~has~~of ~~entered~~our ~~into~~common ~~the~~stock ~~national~~will ~~conversation.~~be ~~White~~$ or ~~House~~$ per ~~officials~~share. ~~are~~Adjusted ~~currently~~net ~~planning~~tangible tobook ~~cancel~~value ~~$10,000~~per share represents inadjusted ~~student~~net ~~debt~~tangible ~~per~~book ~~borrower~~value ~~after~~divided ~~months~~by the total number of ~~internal~~shares ~~deliberations~~outstanding ~~over~~after ~~how~~giving effect to ~~structure~~the ~~loan~~sale ~~forgiveness~~of ~~for~~the ~~tens~~shares ofin ~~millions~~this offering at the assumed public offering price of ~~Americans. According~~$ per toshare ~~Committee~~(based on the last reported sales price for athe ~~Responsible~~common ~~Federal~~stock ~~Budget~~as quoted on the OTCQB on , a2025) ~~nonpartisan~~after ~~think~~deducting ~~tank~~underwriting ~~wiping~~discounts ~~out~~and ~~$10,000~~commissions ofand ~~debt~~estimated offering expenses payable by us. This represents an immediate increase in as adjusted net tangible book value of $ per ~~borrower~~share ~~could~~to ~~cost~~existing stockholders and ~~roughly~~an immediate dilution of $~~230~~ per ~~billion~~share to investors purchasing shares of common stock in this offering at the assumed public offering price.

The ~~Company~~ ~~firmly~~following ~~believes~~table ~~that the student loan industry will continue to be the fastest-growing source of debt for the United States households.~~illustrates ~~Student~~this loans are now the largest source of unsecured debt in the United States. They have become a financial industry in their own right, especially with its secondary market and student loan asset-backed securities.dilution:

(6) PRNewswire, July 2018.

Assumed public offering price per share	$
Net tangible book value per common stock as of September 30, 2024	$	0.01
Increase in net tangible book value per share attributable to this offering	$
As adjusted net tangible book value per share, after this offering	$
Dilution per share to new investors in this offering	$

Each $1.00 increase (7decrease) in the assumed ~~Fintech~~public ~~Futures~~offering price of $ per share would increase (decrease) our as adjusted net tangible book value by $ per share, ~~April~~and ~~2021~~would increase (decrease) dilution to new investors by $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 million shares in the number of shares we are offering would increase (decrease) our as adjusted net tangible book value by approximately $ per share, and would increase (decrease) dilution to new investors by approximately $ per share, assuming the assumed public offering price per share remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering and other terms of this offering determined at pricing.

~~(8)~~If the underwriters exercise in full their overallotment ~~M-RCBG~~option ~~Associate~~to ~~Working~~purchase ~~Paper~~additional common stock in this offering, ~~Harvard~~the ~~Kennedy~~as ~~School~~adjusted net tangible book value after the offering would be $ per share, ~~June~~the ~~2020~~increase in net tangible book value to existing stockholders would be $ per share and the dilution to new investors would be $ per share, in each case assuming a public offering price of $ per share.

To the extent that outstanding options or warrants are exercised, new options or warrants are issued or we issue additional shares of common stock in the future, there will be further dilution to new investors. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our equity holders.

~~EMPLOYEES~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AsThe following ofdiscussion and analysis should be read in conjunction with our financial statements and the ~~date~~related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of ~~this~~our ~~prospectus~~plans, weobjectives, ~~had~~expectations, ~~two~~and intentions. ~~employees,~~Any ~~all~~statements that are not statements of ~~whom~~historical ~~were~~fact ~~our~~are ~~executive~~forward-looking ~~officers~~statements. WeWhen ~~may~~used, inthe words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future ~~rely~~tense onor ~~independent~~conditional ~~contractors~~constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks ~~assist~~and usuncertainties, inincluding ~~marketing~~those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially ~~selling~~from ~~our~~those ~~products~~anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

Mr. McKendrick, the Company’s CEO, President and CFO and Ms. Garcia, the Marketing Officer are not currently bound by any written agreements for any specific employment term or covenants not to compete. However, we may enter into employment agreements with these persons which will have appropriate non-competition provisions. Currently Mr McKendrick and Ms. Garcia devote 90% and 100%, respectively, of their time to the Company’s business.Overview

~~OFFICES~~AI Unlimited Group, Inc. was incorporated under the laws of the State of Delaware on March 24, 2022, under the name Lever Global Corporation, rebranded as AI Unlimited Group, Inc. on July 19, 2024, to reflect our broader expansion into AI-driven financial technology solutions. AI Unlimited Group (AIUG) is a technology efficiency company focused on leveraging state-of-the-art AI infrastructure to streamline traditionally complex, highly regulated financial processes, making them more seamless, transparent, and scalable.

Effective May 16, 2022, the Company leases office space at Lever 11, 9255 W Sunset Blvd West Hollywood, CA, 90069. As per the Membership Agreement of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Membership Term a “Renewal Term”). The ~~Membership Term and subsequent Renewal Terms shall constitute the “Term.” The Company may~~ ~~terminate this Agreement by delivering to the lessor form (“Exit Form”) at least one (1) full calendar month before the month in which the~~ Company ~~intends~~operates tothrough ~~terminate~~four ~~this~~core ~~Agreement~~technology (“Termination Effective Month”). From May 16, 2022, and for the fiscal year 2022, the office’s rent payment or membership fee would be $6,000 per month, included in the General and administrative expenses.platforms:

~~LEGAL PROCEEDINGS~~● Lever App – AI-powered student loan management and liability optimization. ● Travl.App – AI-powered travel planning, savings, and booking platform. ● Nest Egg – AI-driven automated investing and global trading. ● Resolve Debt – AI-first debt collection and receivables automation platform.

~~The~~Each ~~Company~~subsidiary ~~discloses~~addresses a ~~loss~~specific ~~contingency~~market ifchallenge, ~~there~~utilizing isAI ~~at least a reasonable possibility of incurring a material loss. The Company records its best estimate of loss related~~ to ~~pending~~enhance ~~legal~~efficiency ~~proceedings when the loss is considered probable~~ and ~~the~~accessibility ~~amount~~within ~~can~~industries ~~be reasonably~~historically ~~estimated.~~burdened ~~When~~by nooutdated ~~best~~financial ~~estimate~~models is available, we reasonably estimate a range of loss; the Company records the minimum estimated as a liability. As additional information becomes available, the Company assesses the potential liability of pending legal proceedings, revises its estimates, and ~~updates~~compliance-heavy ~~its disclosures accordingly~~processes. ~~We record the Company’s legal costs associated with defending itself to expenses incurred. The Company currently is not involved in any litigation.~~

Lever App: Addressing the $1.8 Trillion Student Loan Market

The student loan industry in the United States is valued at $1.8 trillion, with 43 million borrowers navigating repayment programs. Historically, student loan servicing has been fragmented and inefficient, with 60% of borrowers unaware of their loan balance and 57% unclear on their repayment timelines. The Trump administration’s policy shift toward fiscal conservatism and the rollback of broad-based forgiveness programs has further increased financial pressure on borrowers, leading to a growing demand for intelligent debt optimization tools.

Lever App is designed to transform student loan repayment through AI-driven automation and predictive modeling, eliminating manual processing inefficiencies and opaque repayment structures. The platform:

	●	Analyzes live data from hundreds of federal repayment programs via direct API integration with the Department of Education.

	●	Uses AI to match borrowers to the best repayment plans based on their financial status and eligibility.

	●	Automates enrollment, tracking, and compliance to prevent missed deadlines and penalties.

	●	Provides refinancing insights and lender negotiations, allowing users to restructure their liabilities in real time.

The student loan servicing market is highly regulated, with strict federal oversight from the Department of Education, Consumer Financial Protection Bureau (CFPB), and various state agencies. Lever App’s AI-driven infrastructure ensures compliance while providing users with a seamless, automated approach to repayment and financial management.

AIUG’s strategy for Lever App includes expanding private loan refinancing, integrating credit score optimization tools, and leveraging AI to deliver predictive financial insights tailored to user spending behavior.

~~MARKET~~Travl.App: ~~FOR~~AI-Powered ~~COMMON~~Travel ~~EQUITY~~and ~~AND~~the ~~RELATED~~Future ~~STOCKHOLDER~~of ~~MATTERS~~Smart Itineraries

~~SHARES~~The ~~ELIGIBLE~~global ~~FOR~~travel ~~FUTURE~~industry ~~SALE~~is projected to exceed $11.1 trillion by 2033, fueled by increasing consumer demand for personalized, AI-driven experiences. with 74% of millennials struggling to save for travel and 29 million unfulfilled vacations annually due to poor financial planning and lack of accessible travel financing options. However, legacy travel platforms focus solely on transactional booking, failing to incorporate real-time financial intelligence, itinerary management, and dynamic trip optimization.

~~Prior to this offering, our Common Shares were not quoted on any exchange~~Travl. ~~Future sales of substantial amounts of our Common Shares in the~~App ~~public~~introduces ~~market,~~an ~~including~~AI-powered ~~Common~~Travel ~~Shares issued upon the exercise of outstanding options or warrants~~Agent, ora ~~upon~~next-generation ~~debt~~itinerary ~~conversion,~~planning orand ~~the~~financial ~~anticipation of~~integration ~~these sales~~system, ~~could~~designed ~~adversely affect market prices prevailing from time~~ to ~~time and could impair our ability to raise capital through sales of equity securities.~~:

~~Upon completion~~● ofAnalyze ~~this~~user ~~offering~~preferences, wefinancial ~~estimate that we will have 63~~capacity,~~660,926~~ ~~Common Shares issued~~ and ~~outstanding,~~real-time ~~calculated~~market asdata ofto ~~July~~generate 15dynamic, ~~2022,~~ ~~assuming~~customized notravel ~~exercise of outstanding options or warrants and no exercise of the underwriters’ option~~itineraries. ~~All~~● ofProvide ~~the~~AI-driven ~~Common~~recommendations ~~Shares sold~~for inaccommodations, ~~this offering will be freely tradable without restriction immediately following this offering~~dining, ~~except~~and ~~that~~activities ~~any~~based ~~Common~~on ~~Shares purchased~~user ~~by our affiliates~~behavior, astravel ~~that term is defined in Rule 144 under the Securities Act~~trends, ~~may~~and ~~only~~spending ~~be sold in compliance with the limitations described below~~patterns. ~~All~~● ~~remaining~~Enable ~~Common~~predictive ~~Shares~~budgeting ~~held~~and byfinancing ~~existing~~options, ~~shareholders~~allowing ~~immediately~~users ~~before~~to ~~this~~plan ~~offering~~and ~~will~~pay befor ~~“restricted securities”~~trips asthrough ~~such~~automated ~~term~~savings iscontributions ~~defined~~and ininstallment ~~Rule 144~~models. ~~These~~● ~~restricted~~Offer ~~securities~~wholesale ~~were~~airfare ~~issued~~ and ~~sold~~hotel byrates usvia inTraveloPro ~~private~~API, ~~transactions and~~ensuring ~~are~~cost ~~eligible~~efficiency ~~for~~while ~~public~~delivering ~~sale~~premium ~~only~~experiences. if● ~~registered~~Enhance ~~under~~trip ~~the~~flexibility ~~Securities~~with ~~Act~~AI-powered orrebooking, ifautomatically ~~they~~adjusting ~~qualify~~itineraries ~~for~~based anon ~~exemption~~weather ~~from registration under the Securities Act~~conditions, ~~including~~flight ~~the exemptions provided by Rule 144 or Rule 701~~delays, ~~summarized~~and ~~below~~local events.

~~Sale~~AIUG’s ofproprietary ~~Restricted~~AI-travel ~~Securities~~agent model delivers a fully personalized experience that extends beyond simple booking functions. Travl.App seamlessly integrates AI-powered itinerary planning with financial management, ensuring users not only travel smarter but also spend more efficiently.

~~Our~~The ~~Common~~integration ~~Shares~~of ~~sold~~AI-generated ~~pursuant~~trip ~~to this offering will be registered under the Securities Act and~~planning, ~~therefore,~~intelligent ~~freely~~payment ~~transferable~~structures, ~~except for~~and ~~securities~~wholesale ~~owned~~pricing bymechanisms ~~our~~positions ~~affiliates~~Travl.App ~~Our~~as ~~affiliates will be deemed to own “control” securities that are not registered~~a ~~for~~category ~~resale~~leader ~~under~~in ~~the~~AI-driven ~~registration~~travel ~~statement covering this Prospectus~~efficiency. ~~Individuals~~AIUG ~~who~~is ~~may~~expanding beTravl’s ~~considered~~capabilities ~~our~~through ~~affiliates~~enhanced ~~after~~predictive ~~this~~analytics, ~~offering~~partnerships ~~include~~with ~~individuals~~global ~~who~~financial ~~control~~institutions, ~~are~~and ~~controlled~~embedded ~~by,~~AI-assistants ~~or are under common control with us, as those terms generally are interpreted~~ for ~~federal~~ ~~securities~~real-time ~~law~~itinerary ~~purposes~~adjustments. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not permitted to resell their securities unless such securities are separately registered under an effective registration statement under the Securities Act, or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

~~Rule~~Nest ~~144~~Egg: AI-Powered Retirement Savings in the Expanding Online Investment Market

InThe ~~general,~~U.S. ~~under~~retirement ~~Rule~~savings ~~144~~market asis ~~currently~~undergoing insignificant ~~effect~~transformation, awith ~~person~~total ~~(or~~assets ~~persons~~projected ~~whose~~to ~~shares~~exceed ~~are~~$46.5 ~~aggregated),~~trillion ~~including~~by ~~an affiliate~~2030, ~~who beneficially~~ ~~owns~~driven ~~“restricted securities” (i.e., securities that are not registered~~ by angrowing ~~effective~~demand ~~registration~~for ~~statement)~~digital ofinvestment aplatforms, ~~“reporting company”~~tax-advantaged ~~may~~retirement ~~not~~accounts, ~~sell~~and ~~these~~AI-driven ~~securities~~portfolio ~~until the person has beneficially owned them for at least six months~~management. ~~Thereafter, affiliates~~The ~~may~~online ~~not~~investment ~~sell~~platform ~~within~~market ~~any~~is ~~three~~expanding ~~months~~at a ~~number~~compound ofannual ~~shares~~growth ~~above~~rate ~~the greater of:~~ (iCAGR) ~~1 percent~~ of ~~the~~13.5%, ~~then~~reflecting ~~outstanding~~increasing ~~shares~~consumer ~~as shown by~~preference ~~the~~for ~~most~~automated ~~recent~~retirement ~~report~~planning orsolutions ~~statement~~that ~~published~~offer bygreater ~~the~~accessibility, ~~issuer;~~lower fees, and ~~(ii)~~personalized ~~the average weekly reported trading volume in such securities during the four preceding calendar weeks~~strategies.

~~Sales~~Despite ~~under~~this ~~Rule~~growth, ~~144~~many bytraditional ~~our~~brokerage ~~affiliates~~firms ~~will~~and ~~also~~robo-advisors befocus ~~subject~~primarily toon ~~restrictions~~general ~~relating~~wealth accumulation, failing to ~~the~~provide ~~manner~~tailored strategies offor ~~sale,~~long-term ~~notice,~~retirement ~~and~~security. ~~the~~Nest ~~availability~~Egg ~~of current~~addresses ~~public~~this ~~information~~gap ~~about~~by ~~us.~~positioning ~~They~~itself ~~may~~as bea ~~affected~~next-generation ~~only~~AI-powered ~~through~~retirement savings ~~unsolicited~~platform, ~~brokers’~~specializing ~~transactions~~in Individual Retirement Accounts (IRAs) and tax-advantaged investment strategies.

~~Persons~~Nest ~~not~~Egg’s ~~deemed~~AI-driven toretirement beplanning ~~affiliates~~technology ~~who have beneficially owned “restricted securities” for at least six months but less than one year may sell these securities, provided that current public information about the Company~~ is ~~“available,”~~designed ~~which means that, on the date of sale, we have been subject~~ to the reporting requirements of the Exchange Act for at least ninety days and are currently in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited resales of such securities.:

~~Shares received~~● byOptimize ~~our~~IRA ~~affiliates~~contributions inand ~~this~~tax-efficient ~~offering~~investing, ~~upon~~ensuring ~~exercise~~users ofmaximize ~~stock~~their ~~options~~retirement savings. ● Provide AI-generated portfolio allocations, orcontinuously ~~upon~~adjusting ~~vesting~~for ~~other~~market ~~equity~~conditions, risk tolerance, and long-~~linked~~term ~~awards~~retirement ~~may~~goals. be● ~~“control securities”~~Automate ~~rather~~retirement ~~than~~account ~~“restricted~~rebalancing, ~~securities~~ensuring users maintain an optimal investment mix over time.” ~~“Control~~● ~~securities”~~Offer ~~are~~real-time ~~subject~~AI-driven tofinancial ~~the~~insights, ~~same~~helping ~~volume~~users ~~limitations as~~track ~~“restricted~~retirement ~~securities”~~projections ~~but~~and ~~are~~adjust ~~not~~contributions ~~subject~~accordingly. to● ~~holding~~Seamlessly ~~period~~execute ~~requirements~~trades and manage assets through its integrated brokerage and clearing platform.

~~Rule~~As ~~701~~a licensed broker-dealer under its subsidiary Nest Egg Securities Inc, Nest Egg enables direct execution and clearing, providing a seamless experience for investors seeking long-term retirement planning without the complexities of traditional financial advisors. The platform’s AI-powered automation enhances investment efficiency, reduces fees, and optimizes returns, making retirement savings more accessible and strategic.

Rule 701 generally allows a shareholder who purchased our Common Shares pursuant to a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding ninety days to sell those shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. However, all holders of Rule 701 shares are required to wait until ninety days after the date of this Prospectus before selling such shares pursuant to Rule 701 and until the lock-up period described below expires.

~~MARKET~~AIUG’s ~~INFORMATION~~strategy for Nest Egg focuses on:

~~ADMISSION TO~~● ~~QUOTATION~~Expanding ONIRA ~~THE~~offerings, ~~OTC~~including ~~BULLETIN~~traditional, ~~BOARD~~Roth, ~~AND~~and ~~OTC~~SEP ~~LINKS~~IRAs, to cater to a broad spectrum of retirement savers. ● Leveraging AI-driven risk assessment and predictive modeling to improve long-term financial outcomes. ● Forging partnerships with financial institutions and employer-sponsored retirement plans, integrating AI-driven investment tools into workplace savings programs. ● Scaling through direct-to-consumer channels, targeting millennials and Gen Z investors who prefer automated digital-first retirement planning solutions.

WeWith ~~intend to have our common stock be quoted on~~ the ~~OTC~~retirement ~~Bulletin~~savings ~~Board~~gap ~~and/or~~widening ~~OTC Link. If our securities are not quoted on the OTC Bulletin Board~~ and~~/nor~~ ~~OTC~~consumers ~~Link,~~seeking ~~a security holder may find it~~ more ~~difficult~~efficient toways ~~dispose of or~~ to ~~obtain~~manage ~~accurate~~their ~~quotations~~long-term asfinancial tosecurity, ~~the~~Nest ~~market~~Egg ~~value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i)~~ is ~~not~~positioned ~~situated~~at ~~in a~~the ~~single~~forefront ~~location~~of ~~but operates through~~ the ~~communication~~AI-driven ofretirement ~~bids,~~savings ~~offers,~~revolution. ~~and~~By ~~confirmations~~combining ~~between~~intelligent ~~broker-dealers~~automation, ~~and~~tax-advantaged ~~(ii) securities~~investing, ~~admitted~~and todynamic ~~the~~portfolio ~~quotation~~management, ~~are~~Nest ~~offered~~Egg byis ~~one~~redefining orhow ~~more~~individuals ~~Broker-dealers~~plan ~~rather~~for ~~than~~their ~~the~~financial ~~“specialist”~~future ~~common~~in toan ~~stock~~evolving ~~exchanges~~investment landscape.

ToResolve ~~qualify~~Debt: ~~for~~Transforming ~~quotation~~Receivables onManagement ~~the~~Through OTC Bulletin Board and/or OTC Link, the Company’s equity security requires one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board and/or OTC Link, our securities will trade on the OTC Bulletin Board and/or OTC Link until a future time, if at all. We may not now, and it may never qualify for a quotation on the OTC Bulletin Board and/or OTC Link.AI

~~TRANSFER~~The ~~AGENT~~$24 billion accounts receivable and debt collection industry has long been burdened by inefficiencies, high operational costs, and compliance challenges. Traditional collection agencies still rely on manual outreach, outdated communication methods, and rigid repayment structures, leading to low recovery rates and poor consumer engagement. As the industry shifts away from high-touch, labor-intensive collections, there is an increasing demand for intelligent automation, AI-driven compliance, and consumer-friendly debt resolution models.

OnResolve ~~July~~Debt ~~15,~~is ~~2022,~~pioneering the ~~Company~~next ~~selected~~generation ~~Issuer~~of ~~Direct~~AI-powered ~~Corporation~~collections asand ~~its~~receivables ~~Transfer~~management, ~~Agent~~offering ~~and~~a ~~allocated~~fully ~~all~~digital, ~~stock~~scalable, ~~registration~~ and ~~transfer~~ ~~functions~~consumer-first approach to ~~that~~debt ~~Transfer~~recovery. ~~Agent~~By ~~for~~integrating ~~all~~advanced ofmachine ~~the~~learning, ~~Company’s~~behavioral ~~common~~analytics, and ~~preferred~~automated ~~stock.~~engagement ~~Such Transfer Agent shall prepare and distribute~~strategies, aResolve ~~complete~~enhances ~~stock~~recovery ~~ledger to the Company~~efficiency, ~~including~~compliance ~~the name~~adherence, ~~address,~~and ~~certificate~~consumer ~~number,~~experience ~~certificate~~while ~~type,~~reducing ~~and~~ the ~~number~~costs ofassociated ~~shareholder~~with traditional ~~shares~~debt collection models.

~~HOLDERS~~Resolve Debt primarily serves mid-market enterprises with $50 million to $1 billion in annual consumer and business billings, enabling these companies to modernize receivables management with AI-driven automation. These businesses require scalable, compliance-first debt recovery solutions that minimize manual intervention, reduce collection costs, and optimize cash flow management.

AsKey ofinnovations the date of this prospectus, the Company had 63,660,926 shares of our common stock issued and outstanding held by 70 holders of record. Further, holders of Series A Preferred are entitled to 20 non-cumulative votes per share on all matters presented to our stockholders for action. Holders of Series A Preferred have no right to convert into the company’s common stock.include:

~~DIVIDEND POLICY~~● Predictive analytics for optimized recovery strategies, using AI to forecast repayment likelihood and personalize collection approaches. ● Conversational AI and sentiment analysis, engaging consumers through digital-first communication channels that foster cooperation rather than confrontation. ● Automated compliance tracking, ensuring debt recovery aligns with evolving industry standards while minimizing regulatory risks for financial institutions. ● AI-powered payment structuring, enabling consumers to negotiate, restructure, and settle debts dynamically through self-service digital portals and intelligent automation.

~~Since~~As ~~our~~the ~~formation,~~CFPB’s weshutdown ~~have~~shifts ~~not~~regulatory ~~declared~~dynamics, orResolve ~~paid~~Debt ~~dividends~~is onpositioned ~~our~~to ~~common~~lead ~~stock~~the ~~and~~industry ~~do not anticipate paying dividends~~ in ~~the foreseeable future. Declaration or payment of dividends~~ethical, ifdigital-first ~~any~~collections, ~~will be at the discretion of our Board of Directors and will depend on our current financial~~ ~~condition,~~leveraging ~~results~~AI ofto ~~operations,~~create ~~capital~~a ~~requirements~~transparent, ~~and~~consumer-driven ~~other~~debt ~~factors~~resolution ~~deemed relevant by the Board of Directors~~process. ~~There~~Unlike ~~are~~legacy ~~no contractual restrictions on our ability to declare or pay dividends. See the Risk Factor entitled~~agencies, ~~“Because~~Resolve weprioritizes ~~do not intend to pay any cash~~engagement ~~dividends~~over ~~on our common stock~~enforcement, ~~our~~ensuring ~~stockholders~~businesses ~~will~~recover ~~not~~receivables bemore ~~able~~efficiently towhile ~~receive~~empowering aconsumers ~~return~~with onflexible, ~~their~~AI-driven ~~shares unless they sell them~~repayment solutions.”

~~SECURITIES~~By ~~AUTHORIZED~~integrating ~~UNDER~~automation, ~~EQUITY~~transparency, ~~COMPENSATION~~and ~~PLANS~~AI-driven personalization, Resolve Debt is redefining how mid-market enterprises approach debt recovery, receivables management, and consumer engagement in a rapidly evolving regulatory landscape.

We have no equity compensation or stock option plans.

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Conclusion

~~Certain~~AI ~~statements~~Unlimited ~~contained~~Group inis ~~this~~redefining ~~prospectus,~~technology ~~including~~efficiency ~~statements~~in ~~regarding~~regulated ~~the~~financial ~~anticipated~~environments, ~~development~~applying ~~and~~AI ~~expansion~~to ~~of our business~~automate, ~~our intent~~optimize, ~~belief, or current expectations, primarily concerning the future operating performance of the Company~~ and ~~the products we expect~~streamline totraditionally ~~offer,~~inefficient ~~and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements~~markets. ~~Future~~ ~~filings~~By ~~with~~eliminating ~~the Securities and Exchange Commission~~complexity, ~~future~~increasing ~~press releases~~transparency, and ~~future~~integrating ~~oral~~predictive ~~or written statements made by us or with our approval~~modeling, ~~which~~AIUG is ~~not~~well-positioned for ~~statements of historical fact, may contain forward~~long-~~looking~~term ~~statements~~growth ~~because~~across ~~such~~debt ~~statements~~management, ~~include risks~~investing, ~~and~~travel ~~uncertainties~~financing, ~~actual~~and ~~results~~collections ~~may differ materially from those expressed or implied by such forward-looking statements~~automation.

~~All~~The ~~forward-looking~~spend, ~~statements~~save, ~~speak~~and ~~only~~invest asappeal of ~~the~~AIUG’s ~~date~~combined ~~they~~consumer ~~are~~platforms ~~made.~~represents Wea ~~undertake~~transformative nofuture ~~obligation~~for tofinancial ~~update~~AI ~~such~~- ~~statements to reflect events~~one ~~or circumstances~~ that ~~exist~~simplifies ~~after~~ the ~~date~~most oncomplex ~~which~~financial ~~they~~challenges ~~are~~with ~~made~~intelligent, scalable solutions.

PLAN OF OPERATIONS

The Company has prepared consolidated financial statements on a going concern basis, ~~which~~assuming ~~contemplates~~ the realization of assets and the ~~settlement~~ settlement of liabilities ~~and commitments~~ in the ordinary course of business. ~~The~~As ~~Company~~of ~~did~~the ~~not~~fiscal ~~earn~~years ~~revenues~~ending ~~from~~December ~~March 24~~31, 2022, ~~(inception) to~~and ~~May 31~~2023, ~~2022~~the Company has not generated significant revenues.

~~Our~~AI ~~experienced~~Unlimited ~~Management~~Group, ~~and~~Inc. ~~in-house~~(AIUG) ~~software~~is ~~development~~a ~~team~~technology-driven ~~have~~financial ~~carefully~~solutions ~~designed~~provider, ~~various~~leveraging ~~B2C~~AI ~~debt~~and ~~management~~machine ~~solutions~~learning to ~~meet~~streamline, ~~the~~automate, ~~needs of borrowers in the United States~~ and ~~Australia.~~enhance Weefficiency ~~intend~~across toliability ~~grow~~management, ~~our~~investment ~~core business~~automation, ~~increase~~travel ~~market share~~financing, and ~~improve~~receivables ~~profitability principally~~optimization. byThe ~~deploying~~Company operates ~~the~~through ~~following~~four ~~growth~~core ~~strategies~~platforms:

●Our growth ~~Complete~~strategy ~~and~~is ~~launch~~centered ~~the~~on ~~App~~scalability, tomarket ~~the~~expansion, ~~public by the end of the fourth quarter of fiscal 2022; ● Ramp up subscriber acquisition through our digital~~ and ~~traditional~~continuous ~~marketing~~technological ~~strategies;~~advancement, ●positioning ~~Continue~~AIUG toat ~~enhance and promote our core proprietary debt management platform and introduce other innovative debt management tools for~~ the ~~United States student loan borrowers; ● Future growth will depend on the timely development and successful distribution~~ forefront of ~~the Lever Debt App by signing enterprise and employer deals in the United States; ● Increase our software development capabilities to develop disruptive and next~~AI-~~generation~~powered ~~machine~~financial ~~learning~~services. ~~and~~We ~~artificial~~plan ~~intelligence-driven technologies~~ to ~~grow~~execute ~~and~~the ~~retain~~following ~~subscriber~~strategic ~~base;~~initiatives ~~● Grow subscriber base through accretive acquisitions, opportunistic investments, and beneficial partnerships; and ● Recognize and enter high-growth markets~~ to ~~expand~~accelerate ~~our~~market ~~services~~adoption ~~to meet the demand for other financial solutions, including but not limited to auto-save~~ and ~~auto~~profitability across ~~loan~~all ~~payment~~business ~~from day-to-day debit card usage.~~units:

	●	Integrated AI Financial Solutions: Enhancing AI-driven automation, predictive analytics, and machine learning models to optimize debt repayment, investment strategies, travel financing, and receivables management across all AIUG platforms.

	●	Full-scale launch of Travl.App’s booking and spending features in the second quarter of fiscal 2025, introducing AI-powered travel planning, automated savings, and embedded trip financing. Travl.App will enable users to seamlessly book accommodations, flights, and experiences while leveraging AI-driven budgeting and payment optimization tools.

	●	Growth of Nest Egg in the Digital Retirement Market: Scaling Nest Egg’s AI-powered IRA investment platform, capitalizing on the 13.5% CAGR of online investment platforms, and driving retirement savings automation for retail investors seeking tax-advantaged, AI-optimized investment strategies.

	●	Expansion of Travl.App’s AI-Driven Smart Travel Financing: Strengthening Travl.App’s AI-travel-agent capabilities to integrate automated itinerary planning, round-up savings, and AI-driven trip financing, enabling users to book, save, and finance travel seamlessly while benefiting from wholesale pricing through TraveloPro API.

	●	Scaling Resolve Debt’s AI-Powered Receivables Solutions: Capitalizing on the CFPB’s shutdown and regulatory shifts, Resolve Debt is positioned to lead the transition to digital-first, AI-driven collections, offering predictive repayment modeling, automated compliance tracking, and self-service digital debt negotiation tools for mid-market enterprises with $50M–$1B in annual billings.

	●	Strategic Partnerships and Enterprise Adoption: Expanding B2B and enterprise integrations, including employer-sponsored financial wellness programs, embedded AI financial tools for banks and fintechs, and AI-powered receivables management solutions for financial institutions.

	●	Acquisitions and Market Expansion: Identifying and acquiring high-growth fintech, AI-driven financial services, and embedded finance technologies that align with AIUG’s mission of optimizing financial efficiency through AI-driven automation.

By executing this strategic roadmap, AI Unlimited Group will accelerate revenue generation, optimize operational efficiencies, and drive long-term scalability, positioning the Company for sustained growth across debt management, investing, travel financing, and digital collections automation.

Financial Conditions at ~~May~~September 3130, ~~2022~~2024

OnAt ~~May~~September 30, 2024 and December 31, ~~2022~~2023, the Company had $2510,~~048~~797 and $11,~~908~~012 cash to execute its business plan and accumulated a deficit of $~~567~~(9,~~791~~157,767) and $(4,908,051). The Company ~~has~~ had a working capital surplus of $2622,~~077~~905 and deficit of $610,~~853~~897 onas ~~May~~of September 30,2024 and December 31,2023, ~~2022~~respectively. ~~Lever~~AIUG ~~Holdings~~ 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~~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 beis unable to continue as a going concern.

~~SEC~~Financial ~~FILING~~Conditions ~~PLAN~~at December 31, 2023, and 2022

WeAt ~~intend~~December 31, 2023, and 2022, the Company had $11,012 and $315,788 cash to ~~become~~execute its business plan and accumulated a ~~reporting~~deficit ~~company~~of in$4,908,051 and ~~2022~~$1,932,194. ~~after~~The ~~our~~Company ~~registration~~had ~~statement~~a onworking ~~Form~~capital ~~S-1~~deficit isand ~~declared~~surplus ~~effective.~~of We$(610,897) ~~will~~and ~~file~~$75,299 ~~documents~~on December 31, 2022. Lever Holdings ~~with~~provided the ~~United~~working ~~States~~base ~~Securities~~source ~~and~~code ~~Exchange~~for ~~Commission~~the ~~quarterly~~launch of the Company, valued at $758,316, the contributed tangible software.

InThe 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 ~~anticipate~~require ~~spending~~additional ~~approximately~~capital ~~$50~~to the extent the Company’s operations are insufficient to fund its capital requirements,~~000~~ 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 ~~costs~~Management’s plans’ success. The consolidated financial statements do not include any adjustments relating to ~~our~~the ~~SEC~~recoverability ~~filings~~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

~~From~~Fiscal ~~March~~Year ~~24,~~Ended ~~2022~~December ~~(inception) to May~~ 31, 2023 and 2022

AtThe ~~May~~Company ~~31,~~did ~~2022,~~not ~~the~~generate ~~accumulated~~significant ~~deficit~~revenues ~~was~~for ~~$567,791.~~December ~~From March 24~~31, ~~2022 (inception) to May 31~~2023, and 2022,. During the ~~Company~~fiscal ~~did~~year ~~not~~ending ~~earn~~December ~~any~~31, ~~revenues. During~~2023, ~~the~~and ~~period~~2022, the Company had ana ~~operating~~net loss of $~~559~~(2,~~969~~975,857) and ~~a net income loss of~~ $~~567~~(1,~~791~~932,194).

During the ~~period~~fiscal year ending on December 31, 2023, and 2022, the Company incurred general & administrative costs (“G and A”) of $1,484,689 and $1,189,111. During the fiscal year ending on December 31, 2023, and 2022, the Company incurred sales and marketing costs of $~~374~~215,~~719~~ 717 and $~~185~~690,~~251~~212. The sales & marketing costs mainly included payment to marketing and branding consultants, brand ambassadors, affiliate marketing, customer ~~meet~~promotion ~~and greet~~events, online marketing on industry websites, press releases, and other public relations activities. The Company amortization expenses for the fiscal year ended December 31, 2023, and 2022, were $429,880 and $61,266.

~~From~~For ~~March~~the ~~24,~~fiscal ~~2022,~~year toending ~~May~~on December 31, 2023, and 2022, the office’s rent payment or membership fee was $1562,~~926.39~~931 and $78,636, included in the G and A expenses. From May 16, 2022, and for the fiscal year ~~2022~~2023, the office’s monthly rent payment or membership fee would be $6,000 ~~per month~~.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2023, and 2022, we had a cash balance of $11,012 and $315,788. The Company had a working capital deficit and surplus of $610,897 and $75,299 on December 31, 2023, and 2022.

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 December 31, 2022. For fiscal year ending December 31, 2023, and 2022, the Company did not earn any significant revenues and had an operating loss of $(2,975,857) and $(1,932,194). 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 a maximum of twelve months using currently available capital resources. The Management anticipates raising significant additional capital to accomplish its growth plan over the next twelve (12) 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.

We do not expect existing cash on hand, cash flows from operations, and access to funding to be sufficient to fund our operating activities and other cash commitments, such as related party payments and material capital expenditures. As a result, we need additional funds to achieve a sustainable sales level and working capital where ongoing operations can be funded out of cash flow from operations. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us.

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 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. During the nine months ending September 30, 2024, and 2023, the Company had a net 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 ~~May~~September 3130, ~~2022~~2024, we had a cash balance of $2510,~~048,908~~797. The Company ~~has~~had a working capital surplus of $2622,~~077,853~~905 on ~~May~~September 3130, ~~2022~~2024.

Since its inception, the Company has sustained losses, and negative cash flows from operations. As of May 31, 2022, the Company had $2,048,908 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 May 31, 2022. From inception to May 31, 2022, the Company had not earned any revenues and had an operating loss of $559,969. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. 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 to obtain 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 expenditures 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 computers and servers. In addition, the Company estimates additional expenditure needed to be $500,000, which provides for $100,000 and $400,000 for sales & marketing and working capital, respectively.

For the next 12 months, we expect existing cash on hand, cash flows from operations, and access to funding to be sufficient 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 sales level 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

We have not generated any revenues since inception to May 31, 2022. As of May 31, 2022, the Company had an accumulated deficit of $567,791. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the period from March 24, 2012 (inception) to May 31, 2022, 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 should the Company be unable to continue as a going concern.

Management has considered a variety of 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, 2022, the Company would require capital infusion from new and existing investors, streamlining of operating costs, and evaluating new business strategies to enhance cash flow from operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, credit risk support, or other benefits.

~~DIRECTORS~~Since its inception, the Company has sustained losses and negative cash flows from operations. The Management believes that cash on hand may ~~EXECUTIVE~~not ~~OFFICERS~~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, ~~PROMOTERS~~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, ~~AND~~there ~~CONTROL~~can ~~PERSONS~~be no assurance about the availability or terms such as financing and capital might be available.

Name	Age	Position
Trent McKendrick	37	President/CEO/CFO/Director
Tanya Garcia	28	Marketing Officer

~~Directors~~For ~~serve~~the ~~until~~next nine to nine months, we intend to raise funding and make use of the ~~next~~existing ~~annual~~cash ~~meeting~~on hand, and ~~until~~cash ~~their~~flows ~~successors~~from ~~are~~operations ~~elected~~to fund our operating activities and ~~qualified~~other cash commitments, such as related party payments and material capital expenditures. ~~Officers~~However, we ~~are~~may ~~appointed~~need additional funds to ~~serve~~achieve ~~for~~a ~~one~~sustainable ~~year until~~sale ~~the~~where ~~board~~ongoing operations can be funded out of ~~directors~~revenues. ~~meeting,~~There ~~following~~is ~~the~~no ~~annual~~assurance that ~~meeting~~any ofadditional ~~stockholders~~financing will be available or, ~~and~~if ~~until~~available, ~~their~~on ~~successors~~terms ~~have~~that ~~been~~will ~~elected~~be ~~and qualified~~acceptable to us.

~~Trent~~GOING ~~McKendrick,~~CONCERN ~~Founder, President, CEO, and Director~~CONSIDERATION

~~Trent~~For ~~McKendrick founded~~ the ~~Company~~nine onmonths ~~March~~ending 24September 30, ~~2022~~2024, and ~~has~~2023, ~~been serving as its CEO~~ and ~~Director~~since ~~till~~inception, the ~~present.~~Company ~~Mr.~~did ~~McKendrick~~not ~~has~~earn ~~started several~~any ~~fintech~~significant ~~companies focusing on credit and debt management for consumers and businesses~~revenues. ~~From~~As ~~January~~of ~~2021 to the present~~September 30, ~~Mr. McKendrick founded Lever Holdings Pty Ltd.~~2024, ~~an innovation leader in consumer-driven digital debt negotiation~~ and ~~management~~December ~~company for consumers in Australia. Lever Holdings allows consumers to use the app to negotiate and manage debts and outstanding bills such as parking tickets~~31, ~~fines~~2023, ~~utility bills, phone bills, car finance loans, and even debt collection demands available on~~ the ~~iOS~~Company ~~App~~accumulated ~~Store~~a ~~and~~deficit ~~PlayStore. From~~of ~~May 2020 to November 2020~~$(9, ~~he worked for Focus Markets~~157,767) aand ~~global financial market trading app~~$(4, ~~as Head of Markets~~908,051). HeOur ~~helped~~independent ~~establish~~auditors ~~the~~included ~~team,~~an ~~business~~explanatory ~~marketing~~paragraph ~~and~~in ~~brand~~their ~~within~~report on the ~~Australian~~audited financial ~~community.~~statements ~~From November 2016 to 2018, he worked~~ for ~~Benchmark Compare as a Founder/Director, where he invested/built~~ the ~~original~~annual ~~product~~report ~~prototype~~ on ~~pitching~~form ~~to investors~~10K/~~building~~A ~~market~~for ~~interest, it established a partnership with~~ the ~~Domain~~year ended ~~Group~~December ~~and managed product strategy and a team of developers. From November 2014 to 2016~~31, he ~~worked at creating Credit Clear as a Founder and Managing Director~~2023, afiled ~~publicly~~with ~~traded~~SEC ~~company~~ on ~~the~~August ~~Australian Stock Exchange (ASX)~~19, ~~which~~ ~~provides technology-enabled accounts receivable platform to over 1000 global businesses~~2024. ~~From November 2012 to 2014~~, heregarding ~~began~~concerns ~~working at~~about IPour ~~Capital~~ability ~~as an Executive Director, where he worked with domestic/international clientele~~ to ~~influence~~continue ~~capital raising and book building. From July 2009 to August 2012, he worked~~ as ana ~~Executive~~going ~~Director of Corporate Sales for Halifax Investment Services~~concern. ~~He developed/launched~~Our ~~the~~financial ~~Melbourne~~statements ~~office,~~contain ~~designed,~~additional ~~trained,~~note ~~managed~~disclosures 36describing ~~broker/dealers,~~the ~~and~~circumstances ~~ran~~that aled ~~buy~~to ~~book~~this ~~for~~disclosure ~~wholesale~~by ~~and~~our ~~HNW clients~~independent auditors. ~~From~~Our ~~September 2009~~financial tostatements ~~August~~do ~~2011,~~not heinclude ~~worked~~any asadjustments anrelated ~~Investment~~to ~~Officer~~the ~~for~~recoverability ~~Bridge-Way~~or ~~Capital.~~classification heof ~~established~~asset ~~FUM~~carrying ~~pipeline, built event-driven plays,~~amounts ~~long/short~~or ~~pairs~~the ~~trading,~~amounts and ~~strategic~~classifications ~~positions~~of ~~based~~liabilities onthat ~~bottom-up~~may ~~and~~result ~~top-down~~in ~~views~~the ~~across~~Company ~~ASX200~~being ~~sectors.~~unable ~~From July 2006~~ to ~~July 2009,~~continue ~~he worked~~ as a ~~Trading~~going ~~Analyst for Pegasus Asset Management Limited~~concern. From June 2004 to July 2006, he worked as an intern portfolio manager at Beaconwood Securities Pty Ltd., a family office & a merchant bank, where he was responsible for analyzing small-cap technology and industrial publicly traded companies. Mr. McKendrick received accreditation as equivalent to BS (Finance) from Marquette University, Milwaukee, WI, in July 2022.

~~Tanya~~Critical ~~Garcia,~~Accounting ~~Marketing~~Policies ~~Manager~~and Significant Judgments and Estimates

AsWe ofhave ~~June~~based ~~2022,~~our ~~Tanya Garcia is the Marketing Officer at Lever Global Corporation. Ms. Garcia is responsible for developing and implementing Lever~~Management’s ~~branding~~discussion, and ~~marketing~~analysis ~~initiatives.~~of ~~Ms.~~our ~~Garcia~~financial ~~oversees~~condition ~~the~~and ~~execution~~results of ~~social~~operations ~~media~~on ~~strategies,~~our ~~product~~financial ~~marketing strategies~~statements, ~~and~~which ~~digital~~we ~~marketing~~have ~~strategies.~~prepared ~~Ms.~~following ~~Garcia~~the ~~also~~U.S. ~~heads~~generally ~~initiatives~~accepted ~~involving~~accounting ~~high-profile influencers~~principles. ~~Her~~In ~~experience~~preparing ~~and~~our ~~skills~~financial ~~bring a~~statements, ~~unique~~we ~~approach~~are required to ~~Lever’s~~make ~~marketing~~estimates ~~strategy~~and ~~with~~assumptions anthat ~~internal~~affect ~~team~~the ~~recently~~reported ~~recruited~~amounts toof beassets ~~guided~~and ~~by Ms. Garcia. From December 2020 to March 2022~~liabilities, ~~Ms. Garcia worked as~~ the ~~Marketing~~disclosure ~~and~~of ~~Launch~~contingent ~~Specialist~~assets ~~with Nike. Ms. Garcia was responsible for strategizing~~ and ~~creating~~ ~~processes~~liabilities ~~for~~at ~~in-store product launches. Ms. Garcia developed structures allowing for~~ the ~~safe~~date ~~and successful launch~~ of ~~Nike products with revenue streams up to $70,000 in single-day activations Under her leadership, activation frequency tripled, resulting in sale numbers exceeding revenue goals for~~ the ~~specialty~~financial ~~store. From March 2018 to July 2020~~statements, ~~Ms. Garcia worked as the Marketing Manager for The Oaks Camp~~ and ~~Conference Center. Ms. Garcia created an automated sales and contracting system to increase sales and retention rates by 15% in~~ the ~~first~~reported ~~year.~~amounts ~~Ms.~~of ~~Garcia~~revenues ~~restructured existing company systems~~ and ~~teams~~expenses byduring ~~consolidating and automating~~ the ~~workflow.~~reporting Msperiods. Garcia also aided in rebranding the company by creating digital assets and social media content. Ms. Garcia graduated from Pepperdine University in May 2016 with a Bachelor’s Degree in Public Relations.

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.

~~TERM~~Off-Balance OFSheet ~~OFFICE~~Arrangements and Contractual Obligations

~~All~~We ~~directors~~have ~~hold~~not ~~office~~engaged ~~until~~in ~~the~~any ~~next~~off-balance ~~annual~~sheet ~~meeting~~arrangements ofas ~~the~~defined ~~stockholders~~in Item 303(c) of the ~~Company~~SEC’s ~~and~~Regulation ~~until~~S-B. ~~their~~We ~~successors~~did not have ~~been duly elected~~any ~~and~~relationships ~~qualified.~~with ~~The~~unconsolidated ~~Company’s~~organizations ~~Bylaws~~or ~~provide~~financial ~~that~~partnerships, ~~the~~such ~~Board~~as ofstructured ~~Directors~~finance ~~will~~or ~~consist~~special ofpurpose noentities ~~less~~that would ~~than~~have ~~one~~been ~~member.~~established ~~Officers~~to ~~are~~facilitate ~~elected by~~off-balance ~~and~~sheet ~~serve~~arrangements ator ~~the~~other ~~discretion~~contractually ofnarrow ~~the~~or ~~Board~~limited ~~of Directors~~purposes.

~~DIRECTOR~~Recent ~~INDEPENDENCE~~Accounting Pronouncements

~~Our~~The ~~board~~amendments ofin ~~directors~~the isASU ~~currently~~are ~~composed~~effective offor ~~one~~fiscal ~~(1)~~years ~~member.~~beginning ~~The~~after ~~one~~December ~~(1)~~15, ~~director~~2019, isincluding aninterim ~~executive~~periods ~~director~~therein. ~~who~~Early ~~does not qualify as an~~adoption ~~independent~~of ~~director following~~ the ~~published~~standard ~~listing~~is ~~requirements~~permitted, ofincluding ~~the~~adoption ~~NASDAQ~~in ~~Global~~interim ~~Market~~or ~~(the~~annual ~~Company~~periods ~~has~~for nowhich ~~plans~~financial tostatements ~~list~~have onnot ~~the NASDAQ~~yet ~~Global~~been ~~Market)~~issued. We ~~The~~have ~~Company~~adopted ~~plans~~this toASU ~~appoint two non-executive directors~~ as ~~independent directors by the end~~ of the ~~fourth~~inception ~~quarter~~ date of ~~the~~March ~~fiscal year-end December 31~~24, 2022., ~~The~~for ~~NASDAQ~~ASC ~~independence~~606, ~~definition~~Revenue ~~includes~~Recognition aand ~~series~~Amended ofASU ~~objective tests~~2016-02, ~~such~~Leases (Topic as840). ~~that~~The ~~the~~ASU ~~director~~ is ~~not,~~currently ~~and has~~ not ~~been~~expected ~~for~~to athave ~~least~~a ~~three~~material ~~years,~~impact ~~one~~on of our ~~employees~~consolidated ~~and~~financial ~~that~~statements. ~~neither~~While ~~the~~we ~~director~~have ~~nor~~described significant ~~any~~accounting ofpolicies ~~his~~in ~~family~~more ~~members~~detail ~~have engaged~~ in ~~various~~Note ~~types~~2 of ~~business dealings with us. In addition,~~ our ~~board~~annual offinancial ~~directors~~statements ~~has~~included ~~not~~in ~~made~~Form aS-/A ~~subjective~~(Amendment ~~determination~~3) asstatements tofiled ~~our~~with ~~director~~the ~~that~~SEC noon ~~relationships~~September ~~exist~~19, ~~which,~~2022 ~~in the opinion of our board of directors~~, ~~would~~we ~~interfere~~believe ~~with~~ the ~~exercise~~accounting ofpolicies ~~independent judgment~~as described in ~~carrying~~Note ~~out~~2 ~~the~~to ~~responsibilities~~be ofcritical ato ~~director. However,~~ the ~~NASDAQ rules require such subjective determination. Had our~~judgments ~~board~~and ofestimates ~~directors~~used ~~made~~in ~~these~~the ~~determinations,~~preparation ~~our board~~ of ~~directors would have reviewed and discussed information provided by directors and us concerning~~ our ~~director’s~~financial ~~business and personal activities and relationships as they may relate to us and our management~~statements.

~~AUDIT AND COMPENSATION COMMITTEE AND CONFLICTS OF INTEREST~~BUSINESS

Since we do not have an audit or compensation committee comprised of independent directors, the Board of Directors performs the functions that such committees would have performed. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board believes such committees are unnecessary since the Company is an early start-up company with only two directors. To date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our three directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.Overview

~~There~~AI ~~are~~Unlimited noGroup ~~family~~(AIUG) ~~relationships~~is ~~among~~a ~~our~~transformative ~~directors~~force orin ~~officers~~the fintech and artificial intelligence sectors, committed to redefining how people manage their finances, travel, and debt. ~~Other~~Through ~~than~~its asinnovative ~~described~~subsidiaries—NestEgg, ~~above~~Travl.App, weLever, ~~are~~and ~~unaware~~Resolve Debt—AIUG harnesses the power of ~~any~~AI ~~other~~to ~~conflicts~~deliver oftailored solutions that simplify complex processes, enhance financial empowerment, and create unparalleled ~~interest~~user ~~with~~experiences. ~~our~~Our ~~executive~~mission ~~officers~~is orto ~~directors~~democratize access to cutting-edge technology, bridging the gap between traditional and digital ecosystems to empower individuals and businesses worldwide.

~~INVOLVEMENT~~With INa ~~CERTAIN~~dynamic ~~LEGAL~~leadership ~~PROCEEDINGS~~team and a visionary approach, AIUG is building a portfolio of scalable, high-impact platforms that address critical needs in trillion-dollar markets.

NoOur director, person nominated to become a director, executive officer, promoter, or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation concerning such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.Subsidiaries

~~STOCKHOLDER COMMUNICATIONS~~1. ~~WITH THE BOARD OF DIRECTORS~~NestEgg:

WeA ~~have~~next-generation ~~not~~wealth ~~implemented~~management aplatform ~~formal~~combining ~~policy~~AI-driven orinsights ~~procedure by which our stockholders can communicate directly~~ with ~~our~~a ~~board~~robust ofregulatory ~~directors~~foundation. ~~Nevertheless, every~~NestEgg ~~effort~~delivers ~~will~~seamless access ~~be made~~ to ~~ensure~~traditional ~~that the board hears stockholders’ views of directors~~ and ~~that~~alternative ~~the~~investments, ~~appropriate~~empowering ~~responses~~users ~~are provided~~ to ~~stockholders~~build onlong-term ~~time.~~wealth ~~During~~through ~~the~~personalized ~~upcoming~~financial ~~year,~~strategies and ~~our~~innovative ~~board~~products oflike ~~directors~~ESG ~~will~~portfolios ~~continue~~and tocrypto-backed ~~monitor whether it would be appropriate to adopt such a process~~IRAs.

Travl.App:

Lever:

Resolve Debt:

~~SUMMARY~~Our ~~COMPENSATION~~Vision ~~TABLE~~and Market Potential

~~The~~AIUG ~~following~~operates ~~table~~at ~~sets~~the ~~forth~~intersection ~~information regarding each element~~ of ~~compensation~~trillion-dollar ~~that we paid or awarded to our named executive officer for the period from March 24~~industries, ~~2022,~~addressing tosignificant ~~May~~challenges ~~31,~~with ~~2022~~innovative solutions:

										Non-Equity		Nonqualified
						Stock		Option		Incentive Plan		Deferred		All Other
Name and		Salary		Bonus		Awards		Awards		Compensation		Compensation		Compensation		Total
Principal Position	Period	($)		($)		($)		($)		($)		($)		($)		($)
Trent McKendrick, CEO (1)	**		34,667		-0-		1,225		-0-		-0-		-0-		-0-		35,892

	●	Student Loan Management: Addressing the $1.6 trillion U.S. student loan market, where 43 million borrowers need simplified, compliant solutions.

	●	Debt Recovery: Revolutionizing a $50 billion industry with AI-driven automation and predictive analytics.

	●	Wealth Management: Capturing a share of the $13 trillion IRA market and the $68 trillion generational wealth transfer opportunity.

	●	Global Travel: Redefining the $600 billion online travel market with personalized, mobile-first solutions for a new generation of travelers.

**Our ~~Period~~Leadership ~~from March 24, 2022, to May 31, 2022~~Team

~~(1)~~AIUG’s ~~Appointed~~success ~~CEO,~~is ~~President,~~driven ~~and~~by Director on March 24, 2022, and the Company issued 7,250,000 common stock on March 24, 2022 valued at $725. The Company issued 2,750,000 common stock on March 24, 2022 valued at $275 to Imran Firoz as the founder shares. The Company issued 5,000,000 preferred stock on March 24, 2022 to Mr. McKendrick at par value valued at $500 as the founder in consideration of services rendered to the Company. Mr. McKendrick received a ~~total~~team ~~combined value~~ of ~~$1,225~~visionary ~~for~~leaders ~~common~~ and ~~preferred~~ ~~stock~~innovators aswho ~~the~~bring ~~founder.~~diverse ~~Mr.~~expertise ~~McKendrick’s~~and ~~annual~~a ~~salary~~shared iscommitment ~~$208,000.~~to excellence:

~~As of~~1. ~~May~~Ike 31Pyun, ~~2022,~~SVP ~~Mr. McKendrick is accruing his salary. The Company gives salary compensation to key executives as an employee~~ of ~~the Company; Mr~~Travl. ~~McKendrick commits ninety percent (90%) of his time to the Company.~~App:

~~The~~A ~~Company~~trailblazer ~~has~~in ~~not~~the ~~issued~~hospitality ~~any~~and ~~bonuses~~fintech orsectors, ~~formalized~~Ike ~~option awards to its officers. The Company~~ has ~~issued~~successfully ~~stock~~launched customer-~~based~~first ~~compensation of~~platforms ~~7,250,000~~like ~~common~~TabbedOut and ~~5,000,000 preferred stock to Mr~~Velocity Black. ~~McKendrick~~At ~~as the founder valued at $1,225~~Travl. ~~The Company intends to provide these incentives based on meeting certain sales criteria~~App, ~~which~~Ike ~~the~~is ~~Board~~pioneering ~~will~~AI-driven ~~review~~travel ~~quarterly~~solutions ~~and~~that ~~annually.~~address ~~The~~financial ~~Company~~barriers ~~has not formalized performance-based bonuses~~ and ~~other~~elevate ~~incentive agreements. The Company intends to pay each executive monthly at~~ the ~~beginning~~user ~~of the month~~experience.

~~From April~~2. ~~2022~~Gonzalo Mordecki, ~~the~~Product ~~Company is paying a monthly compensation of $17~~Manager,~~333~~ ~~per~~ML ~~month~~& ~~to its CEO with increases each succeeding year should the agreement be approved annually by the Company. Mr. McKendrick is an employee performing as the CEO and CFO.~~AI:

~~STOCK~~A ~~OPTION~~mastermind ~~GRANTS~~in machine learning and AI product development, Gonzalo spearheads the integration of cutting-edge technologies across AIUG’s platforms. His expertise ensures that AIUG remains at the forefront of innovation, delivering unmatched personalization and predictive capabilities.

~~We had~~3. noTrent ~~outstanding equity awards as of the end of the fiscal period ended May 31~~McKendrick, ~~2022, or through the filing date of this prospectus.~~CEO:

~~EMPLOYMENT~~A ~~AGREEMENTS~~seasoned entrepreneur with a proven track record in scaling SaaS businesses, Trent provides strategic direction and leadership for AIUG. His vision drives the company’s commitment to democratizing access to AI-powered tools that create tangible value for users.

~~The Company has signed an employment agreement with Mr~~4. ~~McKendrick~~Regina asBrauer, ~~the~~SVP ~~CEO and executive director. Ms. Garcia is also an employee~~ of ~~the Company as the Marketing Manager.~~Partnerships:

~~DIRECTOR~~Regina’s ~~COMPENSATION~~expertise in building strategic alliances enables AIUG to expand its market reach and create synergistic collaborations that enhance the user experience across all platforms.

~~We do not have a non-executive director~~5. AsEsteban ~~a result~~Maestro, ~~the~~AI ~~Company~~Product ~~did not pay any Directors’ compensation as of the prospectus date. The Company intends to hire independent directors by the end of the end of the fourth quarter of fiscal 2022.~~Manager:

Esteban leads the design and development of AI tools that power user-centric features, ensuring AIUG’s platforms deliver intuitive, impactful solutions tailored to individual needs.

Unified Growth Strategy

AIUG’s unified approach integrates the strengths of its subsidiaries to create a comprehensive ecosystem:

	●	Cross-Platform Synergies: Encouraging users to transition from debt repayment (Lever) to wealth-building (NestEgg) and leveraging financial savings to enhance lifestyle experiences (Travl.App).

	●	Technology Leadership: Investing in AI and machine learning capabilities to enhance personalization, scalability, and operational efficiency across all platforms.

	●	Global Reach: Expanding into underserved markets with localized solutions tailored to regional needs and opportunities.

	●	Strategic Partnerships: Collaborating with financial institutions, fintech platforms, and industry leaders to drive adoption and innovation.

~~SECURITY~~Why ~~OWNERSHIP~~AI OFUnlimited ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Group?

~~The~~AIUG ~~following~~represents ~~table lists, as of~~ the ~~date~~future of ~~this~~fintech ~~prospectus, the number of shares of common~~ and ~~Series~~AI Ainnovation, ~~Preferred~~delivering ~~Stock~~solutions ~~of our Company~~ that isare ~~beneficially~~not ~~owned~~only byscalable ~~(i)~~but ~~each~~also ~~person~~profoundly orimpactful. ~~entity known to our Company to be the beneficial owner of more than 5% of the outstanding~~By ~~common~~combining ~~stock;~~visionary ~~(ii)~~leadership, ~~each~~cutting-edge ~~officer~~technology, and ~~director of our Company; and (iii) all sole officer and director as~~ a ~~group.~~commitment ~~Information relating~~ to ~~beneficial~~addressing ~~ownership~~real-world ofchallenges, ~~common~~AIUG ~~stock by our principal shareholders and management~~ is ~~based~~poised ~~upon~~to ~~information furnished by each person~~redefine ~~using~~how ~~“beneficial~~individuals ~~ownership”~~and ~~concepts~~businesses ~~under~~interact ~~the~~with ~~rules of the Securities and Exchange Commission~~technology. ~~Under these rules~~Together, aour ~~person is~~platforms ~~deemed~~empower users to beachieve afinancial ~~beneficial owner of a security if that person has or shares voting power~~independence, ~~which includes the power to vote or direct~~travel the ~~voting of the security~~world, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and ~~Exchange~~optimize ~~Commission~~their ~~rules,~~operations—all ~~more~~with ~~than one person may be deemed a beneficial owner of~~ the ~~same~~seamless ~~securities,~~support ~~and a person may be deemed a beneficial owner~~ of ~~securities~~AI-powered ~~because they may not have any beneficial financial interest~~tools. ~~Except as noted below, each person has sole voting and investment power.~~

AsNestEgg ~~of the date of this prospectus, we have calculated the percentages below based on 63,660,926 shares of our common stock issued and outstanding.~~Overview

		Number of Shares		Percentage of Outstanding Common Shares
Name and Address (1)	Title of Class	Beneficially Owned		Prior to Offering			After Offering
Trent McKendrick (2)	Common		14,530,000		22.82	%		22.82	%
Tanya Garcia	Common		0		0	%		0	%
Stephen Copulos (3)	Common		33,344,105		52.38	%		52.38	%
Officer and Director as a group (2 persons)	Common		14,530,000		22.82	%		22.82	%

Number of Shares

Percentage of Outstanding Preferred Shares

Name and Address (1)

Title of Class (4)

Beneficially Owned

Prior to Offering

After Offering

Trent McKendrick

Series A Preferred

5,000,000

100.00

NestEgg’s mission is to democratize wealth creation by offering tools that simplify investment management, enhance accessibility, and align with the values of modern investors.

~~(1)~~Industry ~~Addresses for all officers and directors are LEVEL 11, 9255 W SUNSET BLVD., WEST HOLLYWOOD, CA, 90069.~~Background

~~(2)~~The Atwealth ~~March~~management ~~24,~~industry ~~2022~~is ~~(inception),~~undergoing ~~the~~a ~~Company~~significant ~~issued 7~~transformation,~~250,000~~ ~~common~~driven stock on March 24, 2022, and 5,000,000 preferred stock on March 24, 2022, at par value as the founder in consideration of services rendered to the Company. A total combined value of $1,225. Lever Holdings provided seed capital to Mr. McKendrick for $500,000 to start Lever Debt App in the United States. On March 31, 2022, the Company converted all the outstanding notes into common stock by ~~issuing~~technological 20advancements,~~160,926~~ ~~common~~changing ~~stock~~investor ~~valued at $0.0248 per share to Lever Holdings’ shareholders. As a result of this conversion~~expectations, ~~Mr. McKendrick received 7,500,000 common stock of the Company~~ and ~~founding~~evolving ~~shares of common and preferred stock. Mr. McKendrick transferred 220,000 shares to a software developer.~~demographics:

~~(3) Mr~~1. ~~Stephen~~Digital-First ~~Copulos~~Investing: ~~has~~Investors ~~funded~~increasingly ~~the~~demand ~~Company~~mobile-first, ~~since~~AI-driven ~~its~~platforms ~~inception~~that ~~for~~provide $2transparency,~~392~~ accessibility,~~547~~ and real-time insights. Mr2. ~~Copulos~~Generational ~~currently~~Wealth ~~owns~~Transfer: ~~33,344,105~~Over ~~common stock~~$68 oftrillion ~~the~~is ~~Company,~~expected ~~representing~~to ~~52.38%~~transfer offrom ~~issued~~baby boomers to millennials and ~~outstanding~~Gen ~~shares~~Z ofin the ~~Company~~next astwo ofdecades, ~~May~~creating 31an unprecedented opportunity for platforms catering to younger, ~~2022~~tech-savvy investors. Mr3. ~~Copulos~~ESG ~~received~~Investments: ~~these shares~~Socially ~~from~~responsible ~~the~~investing ~~note~~has ~~conversion~~surged, with environmental, social, and ~~for~~governance ~~cash~~(ESG) ~~consideration~~funds attracting record inflows as investors prioritize values-aligned portfolios.

~~(4)~~NestEgg ~~Series~~is Astrategically ~~Preferred~~positioned ~~are entitled~~ to 20capitalize ~~non-cumulative~~on ~~votes~~these ~~per~~trends ~~share~~by onoffering ~~all~~innovative, ~~matters~~AI-powered ~~presented~~solutions todesigned ~~stockholders~~ for ~~action. As~~ a ~~result,~~ onrapidly ~~a vote per share basis, 5,000,000 Series A Preferred Shares represent 61.08% and 61.08% voting percentage Before and After~~evolving ~~the~~investment ~~offering~~landscape.

Our Solutions

NestEgg provides a comprehensive suite of products and features tailored to meet the diverse needs of today’s investors:

	●	Personalized Wealth Management: AI-driven insights deliver tailored investment strategies that align with user goals, risk tolerance, and financial milestones.

	●	Global Market Access: Offers seamless investments in U.S. and international equities, ETFs, and mutual funds, along with exposure to alternative assets like real estate, private equity, and cryptocurrency.

~~CERTAIN RELATIONSHIPS~~● ~~AND~~Tax ~~RELATED~~Optimization: ~~TRANSACTIONS~~Automated tax-loss harvesting and planning tools ensure investors maximize returns while minimizing liabilities. ● Retirement Planning: Features dedicated to Individual Retirement Accounts (IRAs), enabling users to optimize contributions and access tax-advantaged growth. ● Secured Lending: Provides liquidity through portfolio-backed loans, allowing users to borrow without liquidating assets or triggering taxable events.

~~Lever~~Market ~~Holdings 500K Notes Payable ($500,000)~~Opportunity

~~Lever~~NestEgg ~~Holdings~~operates ~~provided seed capital to Mr. McKendrick for $500,000 to start App~~ in ~~the~~a ~~United~~high-growth ~~States.~~sector ~~Lever Holdings provided the working base source code for the launch~~ of the ~~Company, valued at~~ $~~758,316~~49 asbillion ~~the~~AI-driven ~~contributed~~fintech ~~tangible~~market ~~software. The Company estimated the value of the source code using the income~~ and ~~cost~~addresses ~~approach. The Company attributed 90% value to~~ the ~~cost~~$13 ~~approach,~~trillion ~~closest~~IRA ~~to the actual value of developing the source code.~~segment:

~~On March~~1. ~~31,~~Wealth ~~2022,~~Management ~~the~~Growth: ~~Company~~The ~~converted~~global ~~all~~wealth ~~the~~management ~~outstanding~~market ~~notes~~is ~~into~~projected ~~common~~to ~~stock~~grow byat ~~issuing~~a 20compound annual growth rate (CAGR) of 7.5%,~~166,042~~ ~~common~~driven ~~stock~~by ~~valued~~increasing atdemand $0for digital-first financial tools.~~0248 per~~ ~~share~~2. IRA Market Potential: IRAs continue to ~~Lever~~be ~~Holdings.~~a Oncornerstone ~~May~~of ~~31,~~retirement ~~2022~~savings, ~~the~~with ~~Lever~~assets ~~Holdings~~exceeding ~~Note~~$13 ~~balance~~trillion ~~was~~in ~~zero~~the U.S. Mralone. ~~McKendrick~~3. isMillennial ~~also~~and ~~the~~Gen ~~founder,~~Z ~~CEO~~Investors: Younger investors are embracing digital platforms, ~~and majority~~with ~~shareholder~~mobile-first ofsolutions ~~Lever~~driving ~~Holdings~~engagement and adoption.

AsRevenue a result of this conversion, Nilon Capital Pty Ltd. (“Nilon Capital”), an entity owned by Mr. McKendrick, received 7,500,000 common stock of the Company and founding shares of common and preferred stock. Nilon Capital transferred 220,000 shares to a software developer. Mr. Copulos received 9,177,438 common stock from the conversion through his four entities. Mr. Copulos has funded the Company since its inception for $2,392,547. Mr. Copulos currently owns 33,344,105 common stock of the Company, representing 52.42% of issued and outstanding shares of the Company as of May 31, 2022. Mr. Copulos received these shares from the note conversion and for cash consideration.Streams

~~Shares~~NestEgg’s ~~issued~~revenue tomodel ~~Founder~~is designed for scalability and diversification:

~~At March~~1. ~~24,~~Subscription ~~2022~~Revenue: ~~(inception),~~Premium ~~the~~tiers ~~Company~~offer ~~issued~~advanced ~~7,250,000~~features ~~common~~such ~~stock~~as onpersonalized ~~March~~tax 24optimization, ~~2022~~ESG portfolios, and 5access to alternative investments. 2. Transaction-Based Revenue: Earns commissions on trades,~~000~~ alternative asset transactions,~~000~~ ~~preferred~~and ~~stock~~cryptocurrency investments. 3. Net Interest Revenue: Interest earned on ~~March~~uninvested ~~24,~~cash ~~2022~~balances and securities lending. 4. Advisory and Management Fees: Charges fees for managed accounts, at ~~par~~including ~~value~~ESG asand ~~the~~specialized ~~founder~~portfolios. in5. ~~consideration~~Partnership ofRevenue: ~~services~~Collaborates ~~rendered~~with financial institutions to ~~the~~integrate ~~Company.~~NestEgg’s Aplatform ~~total~~into ~~combined~~broader ~~value~~wealth ofmanagement ~~$1,225~~services.

Key Features and Benefits

NestEgg provides a seamless, user-focused experience through innovative features:

	●	AI-Powered Personalization: Proprietary algorithms recommend investment strategies and identify market opportunities in real time.

	●	Advanced Custody Services: Apex Clearing ensures fast, secure transactions and robust asset custody.

	●	Comprehensive Portfolio Access: Users can invest in traditional and alternative assets, including cryptocurrency-backed IRAs and ESG funds.

	●	Integrated Financial Ecosystem: Tools for saving, investing, and borrowing create a holistic financial management experience.

~~INDEMNIFICATION~~Competitive ~~FOR SECURITIES ACT LIABILITIES~~Landscape

~~Insofar~~NestEgg asdifferentiates ~~indemnification~~itself ~~for~~from ~~liabilities~~competitors arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by ~~our~~combining ~~director,~~regulatory ~~officer~~compliance, ortechnological ~~controlling person in the successful defense of any action~~innovation, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and ~~will~~diverse beproduct ~~governed by the final adjudication of such issue.~~offerings:

~~We have~~● ~~been~~Robo-Advisors: ~~advised~~Platforms ~~that~~like inBetterment ~~the~~focus ~~opinion~~on oflow-cost ~~the~~automated ~~SEC,~~portfolios ~~indemnification~~but ~~for~~lack ~~liabilities arising under~~ the ~~Securities~~depth ~~Act~~of isNestEgg’s ~~against~~advanced ~~public policy~~features ~~as expressed in the Securities Act~~ and ~~is,~~alternative ~~therefore, unenforceable~~investments. In● ~~the~~Trading ~~event~~Platforms: ~~that~~Competitors alike ~~claim~~Robinhood ~~for~~emphasize ~~indemnification~~short-term ~~against such liabilities is asserted by one of our directors~~trading, ~~officers,~~whereas orNestEgg ~~controlling~~focuses ~~persons~~on inlong-term ~~connection~~wealth ~~with~~creation ~~the~~and ~~securities~~retirement ~~being~~planning. ~~registered, we~~● ~~will,~~Traditional ~~unless,~~Advisors: inLegacy ~~the~~wealth ~~opinion~~management offirms ~~our~~offer ~~legal~~personalized ~~counsel,~~advice ~~the~~but ~~matter~~often ~~has~~at ~~been settled by controlling precedent, submit the question of whether such indemnification is against public policy to~~ a ~~court~~higher ofcost ~~appropriate~~and ~~jurisdiction.~~with ~~The~~less ~~court’s~~accessibility ~~decision~~for ~~will~~tech-savvy, ~~then~~younger ~~govern us~~investors.

~~Insofar~~Growth as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.Strategy

NestEgg’s growth is fueled by strategic initiatives that focus on innovation, expansion, and user engagement:

	1.	Product Development: Expand offerings to include ESG-focused portfolios, fractional ownership of real estate, and blockchain-based investment vehicles.

	2.	Geographic Expansion: Target emerging markets with region-specific solutions tailored to local regulatory environments and tax laws.

	3.	Corporate Partnerships: Collaborate with employers to integrate NestEgg into financial wellness programs, boosting user acquisition and engagement.

	4.	Educational Campaigns: Empower users through financial literacy programs and AI-driven personalized advice, fostering trust and loyalty.

Financial Overview

NestEgg has demonstrated consistent growth in user acquisition and revenue generation, reflecting its ability to meet market demands:

	●	Strong subscription and transaction-based revenue growth year-over-year.

	●	Increasing adoption of premium features, driven by user engagement with personalized financial planning tools.

	●	Ongoing investment in research and development to maintain technological leadership.

~~INTERESTS~~NestEgg OFis ~~NAMED~~at ~~EXPERTS~~the ~~AND~~forefront ~~COUNSEL~~of the digital wealth management revolution, combining advanced AI, comprehensive financial tools, and a commitment to user-centric design. With a robust regulatory foundation and a focus on innovation, NestEgg is positioned to capture significant market share and deliver long-term value to its users and stakeholders. By empowering individuals to confidently manage their financial futures, NestEgg is redefining the future of wealth management for a new generation of investors.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiariesTravl. ~~Nor was any such person connected with the registrant or its parents~~App orBusiness ~~subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.~~Description

The financial statements included in this prospectus and the registration statement have been audited by BF Borgers CPA PC and included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.Overview

~~The~~Travl.App, ~~validity~~a ofcore ~~the~~platform ~~issuance~~under ofAI Unlimited Group, is redefining the ~~common~~online ~~stock~~travel ~~hereby~~experience ~~will~~by becombining ~~passed~~cutting-edge ~~upon~~AI ustechnology bywith ~~The~~an innovative ~~Law~~digital ~~Offices~~wallet offor ~~Barnett~~seamless &travel ~~Linn~~planning, ~~Ranch Mirage~~budgeting, ~~California~~and booking. No ~~member~~Designed for a generation of ~~the~~experience-focused ~~firm~~travelers, Travl.App ~~Barnett~~eliminates &financial ~~Linn~~and ~~owns~~logistical ~~any~~barriers, ~~shares~~enabling ofusers ~~the~~to ~~Company’s~~save ~~common~~smarter, ~~stock~~plan better, and travel more often.

~~CHANGES~~Travl.App INoperates ~~AND~~as ~~DISAGREEMENTS~~a ~~WITH~~personalized ~~ACCOUNTANTS~~travel ONcompanion, ~~ACCOUNTING~~offering ~~AND~~real-time ~~FINANCIAL~~recommendations ~~DISCLOSURES~~and financial tools that enhance every stage of the travel journey. By integrating advanced AI, secure payment solutions, and exclusive partnerships, Travl.App positions itself as the go-to platform for modern, mobile-first travelers.

BFKey Borgers CPA PC is our registered independent public registered accounting firm. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.Differentiators

~~WHERE YOU~~1. ~~CAN~~Democratizing ~~FIND MORE INFORMATION~~Travel:

~~We have filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, concerning the securities offered by this prospectus~~Travl. ~~This prospectus, which forms a part of the registration statement, does not contain all the information set forth~~App inempowers ~~the~~users ~~registration statement, as permitted by the rules and regulations of the Commission. A reference is made~~ to ~~the~~overcome ~~registration~~financial ~~statement for~~constraints ~~more information regarding us and the securities offered~~ by ~~this~~integrating ~~prospectus.~~budgeting ~~The registration statement~~ and ~~other~~savings ~~information~~tools ~~may be~~with ~~read~~booking ~~and copied at the Commission’s Public Reference Room at 100 F Street, N~~capabilities.~~E.,~~ ~~Washington,~~This ~~D.C. 20549. The public may obtain~~democratization ~~information on the operation~~ of ~~the~~travel ~~Public~~enables ~~Reference~~more ~~Room~~people byto ~~calling~~turn ~~the~~their ~~Commission~~travel atdreams ~~1-800-SEC-0330.~~into ~~The Commission maintains a website at http://www~~reality.~~sec.gov that contains reports and other information regarding issuers that file electronically with the Commission.~~

~~Upon closing~~2. ~~this offering, we intend~~ End-to ~~file with the Commission a Form 8~~-A.End WeTravel will become subject to the information and reporting requirements of the Exchange Act, and following this law, we will file periodic reports, proxy statements Section 16 information, and other information with the SEC. These periodic reports, proxy statements, and additional information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.Management:

Unlike traditional booking platforms, Travl.App offers a comprehensive experience that begins with saving for a trip and extends to real-time expense tracking and spending management during travel.

Personalized Insights:

The platform uses AI to deliver tailored recommendations for flights, accommodations, and activities based on individual preferences, past behavior, and budgetary goals.

Revenue Streams

Travl.App generates revenue through a diversified model that aligns with the platform’s core offerings:

Subscription Revenue:

	a.	Premium subscriptions provide access to advanced savings features, personalized itineraries, and exclusive travel deals.

	b.	A freemium-to-premium pipeline converts users as their travel planning needs evolve.

Transaction-Based Revenue:

	a.	Earns commissions on bookings made through the platform, including flights, hotels, and activities.

	b.	Generates revenue from wholesale airfare rates offered through the TraveloPro API.

Partnership Revenue:

	a.	Collaborates with airlines, hotels, and financial service providers to deliver bundled deals and secure revenue-sharing agreements.

	b.	Integration with BNPL (Buy Now, Pay Later) providers like Marqeta drives transactional growth.

Value-Added Services:

	a.	Offers optional services like travel insurance, visa assistance, and lounge access, creating additional revenue opportunities.

	b.	Launching “Travl Coin,” a blockchain-based rewards ecosystem for travelers, encouraging platform loyalty.

~~LEVER~~Key ~~GLOBAL~~Features ~~CORPORATION~~and Benefits

Travl.App’s suite of features caters to the evolving needs of digital-first travelers:

	●	AI-Driven Personalization: Tailored recommendations for flights, hotels, and activities ensure users receive options that match their interests and budgets.

	●	Digital Travel Wallet: Allows users to save incrementally for trips, manage budgets, and access spending insights during travel.

	●	Dynamic Price Monitoring: Alerts users to optimal booking times, helping them secure the best deals.

	●	BNPL and Flexible Payments: Enables users to book trips with manageable payment plans, increasing accessibility.

	●	Comprehensive Itineraries: AI-powered tools help users create day-by-day plans, including dining, sightseeing, and transportation suggestions.

Market Context and Opportunity

Travl.App operates within the $600.5 billion global online travel market, projected to reach $1.1 trillion by 2032, with a CAGR of over 7%. The platform targets key market trends:

	1.	Mobile-First Travelers: Over 55% of travel bookings are made on mobile devices, emphasizing the need for user-friendly, app-based solutions.

	2.	Millennial and Gen Z Focus: These demographics prioritize experiences over material goods and are responsible for the majority of travel spending.

	3.	Rising Financial Barriers: With 74% of millennials struggling to save for travel, tools like Travl.App’s digital wallet and BNPL integration directly address a significant market need.

Competitive Analysis

Travl.App stands out in the crowded travel marketplace by focusing on personalization, financial integration, and end-to-end management:

	●	Traditional platforms like Expedia and Booking.com prioritize volume-based bookings but lack deep financial tools or AI-driven personalization.

	●	Emerging players in travel budgeting focus solely on saving, whereas Travl.App integrates savings with seamless booking and spending management.

	●	Travl.App’s partnerships with content providers and payment processors add unique value not offered by competitors.

User Acquisition Strategy

Travl.App’s growth strategy centers on accessibility, personalization, and community engagement:

	1.	Targeted Digital Marketing: Uses AI to identify and engage key user demographics, including millennials and Gen Z travelers.

	2.	Partnership-Driven Growth: Collaborates with travel influencers, airlines, and financial institutions to boost brand visibility and attract users.

	3.	Freemium Model: Offers free tools to attract users, with optional premium features driving conversion.

	4.	Gamification and Loyalty: Introduces Travl Coin, a blockchain-based rewards program that incentivizes saving, booking, and spending within the platform.

Future Vision

Travl.App aims to become the ultimate travel companion by continuing to integrate advanced technology and user-focused features:

	●	Geographic Expansion: Focus on emerging markets like Southeast Asia and Latin America, where mobile adoption and travel aspirations are growing rapidly.

	●	Innovative Product Launches: Introduce augmented reality (AR) for immersive destination previews and AI-driven language translation for seamless global experiences.

	●	Sustainability Initiatives: Partner with eco-friendly travel providers and promote green travel options to align with user values.

Travl.App combines advanced AI, personalized financial tools, and a seamless booking experience to redefine travel for a new generation of explorers. By integrating end-to-end travel solutions with innovative revenue models, Travl.App is positioned to capture significant market share and foster lasting customer loyalty. Whether saving for a dream vacation, booking the perfect itinerary, or managing spending on the go, Travl.App delivers a transformative experience that empowers users to travel smarter and more often.

Lever

Key Differentiators

Empowering Borrowers:

Lever addresses a critical market need by bridging the gap between borrowers and their optimal repayment plans, saving users an average of $240 per month.

AI-Driven Simplification:

The platform leverages advanced AI to identify and recommend the best federal repayment programs tailored to each user’s unique financial profile.

Seamless Automation:

By automating enrollment and annual recertification, Lever eliminates the complexities that often lead to delinquency and default.

Context on the Student Loan Landscape

The U.S. student loan market is undergoing a period of significant change:

	●	Debt Levels: Student loan debt has exceeded $1.6 trillion, impacting over 43 million borrowers.

	●	Consolidation Options: Many borrowers seek loan consolidation as a way to simplify payments and gain access to better repayment options, though the process can be complicated without guidance.

	●	Policy Reforms: Recent legislative efforts, such as the SAVE Plan and proposals like the Affordable Loans for Students Act, aim to lower interest rates and improve repayment options, creating both opportunities and uncertainties for borrowers.

These factors highlight the need for innovative tools like Lever that help borrowers navigate the evolving student loan landscape.

Revenue Streams

Lever operates through a robust and scalable revenue model:

Subscription Revenue:

	a.	Users pay an annual subscription fee of $79.99 for full access to Lever’s tools, including repayment plan matching, automated enrollment, and compliance tracking.

	b.	Recurring subscriptions align with the Department of Education’s annual recertification requirements.

Affiliate Revenue:

Partnerships with financial service providers, including credit monitoring and budgeting apps, generate additional revenue through affiliate agreements.

Value-Added Services:

	a.	Offers premium services, such as personalized financial coaching and integration with investment platforms like NestEgg, for an additional fee.

	b.	Plans to introduce loan refinancing options and savings tools, further diversifying revenue streams.

Key Features and Benefits

Lever’s innovative platform offers comprehensive solutions to common borrower challenges:

	●	AI-Powered Program Matching: Recommends the best repayment plans based on borrower income, family size, and debt profile.

	●	Streamlined Enrollment: Automates the complex process of applying for income-driven repayment (IDR) plans, Public Service Loan Forgiveness (PSLF), and the SAVE plan.

	●	Proactive Compliance: Ensures users meet annual recertification requirements, avoiding payment increases or loss of benefits.

	●	Real-Time Notifications: Keeps borrowers informed about deadlines, policy changes, and opportunities to adjust their repayment plans for maximum savings.

	●	Savings Redirection: Encourages users to apply savings from optimized repayment plans toward wealth-building tools like NestEgg.

Competitive Analysis

Lever stands apart from competitors through its focus on user empowerment, federal compliance, and advanced automation:

	●	Traditional loan servicers prioritize collections, offering minimal proactive support to borrowers.

	●	Competitors like SoFi focus on loan refinancing, limiting their relevance to the 7% of borrowers with private loans. Lever addresses the 93% of borrowers with federally backed debt, the largest segment of the market.

	●	Unlike generic financial tools, Lever’s deep integration with Department of Education databases ensures accurate, real-time information for users.

User Acquisition Strategy

Lever’s growth strategy focuses on accessibility, education, and partnership-driven expansion:

	1.	Digital Outreach: Leverages targeted advertising and educational content to reach borrowers overwhelmed by repayment complexities.

	2.	Employer Partnerships: Collaborates with companies offering student loan repayment assistance as an employee benefit, expanding user acquisition through corporate channels.

	3.	Institutional Collaborations: Partners with colleges and universities to provide Lever as a tool for graduates managing their student loans.

	4.	Referral and Affiliate Programs: Incentivizes existing users and financial advisors to refer new borrowers, creating a cost-effective growth loop.

Future Vision

Lever aims to be the definitive platform for student loan management and financial empowerment:

	●	Private Loan Expansion: Introduce tools for managing private loans, capturing a broader segment of the market.

	●	Wealth-Building Integration: Expand partnerships with platforms like NestEgg, enabling users to transition from debt repayment to wealth accumulation.

	●	Advanced Analytics: Offer predictive financial modeling tools that help users plan for life milestones, from buying a home to funding education for their children.

Lever combines advanced AI, seamless automation, and user-first design to transform how borrowers manage their student loans. By addressing a critical financial pain point, Lever not only empowers individuals to take control of their financial futures but also positions itself as a leader in the $1.6 trillion student loan market. As repayment resumes post-pandemic and policy reforms reshape borrower behavior, Lever is uniquely positioned to scale rapidly, driving significant value for users and stakeholders alike.

Resolve Debt Business Overview

Resolve Debt is a technology-driven company specializing in the development and deployment of advanced artificial intelligence (AI) solutions for the accounts receivable (AR) and debt recovery industry. Our mission is to enhance the efficiency, compliance, and customer experience of debt recovery processes for businesses across various sectors. By leveraging AI and machine learning, we provide innovative tools that automate AR management, optimize recovery strategies, and ensure adherence to regulatory standards.

Industry Background

The debt recovery industry is a critical component of the financial ecosystem, facilitating the collection of outstanding debts and contributing to the liquidity and financial health of businesses. Traditional debt collection methods have often been labor-intensive, time-consuming, and fraught with compliance challenges. The increasing complexity of regulatory requirements and the growing emphasis on consumer rights have necessitated the adoption of more sophisticated, technology-driven solutions.

In recent years, the industry has witnessed a significant shift towards digital transformation, with companies seeking to leverage technology to improve operational efficiency, reduce costs, and enhance customer engagement. The integration of AI and machine learning into debt recovery processes has emerged as a pivotal development, enabling the automation of routine tasks, predictive analytics for better decision-making, and personalized communication strategies that align with consumer preferences and regulatory mandates.

Our Solutions

Resolve Debt offers a comprehensive suite of AI-powered tools designed to address the multifaceted challenges of modern debt recovery:

	●	Automated Accounts Receivable Management: Our platform streamlines the AR process by automating invoicing, payment reminders, and follow-ups, thereby reducing manual intervention and minimizing errors.

	●	Predictive Analytics: We utilize machine learning algorithms to analyze historical data and predict debtor behavior, enabling businesses to prioritize collection efforts and allocate resources more effectively.

	●	Compliance Monitoring: Our solutions are designed to ensure adherence to federal and state regulations, including the Fair Debt Collection Practices Act (FDCPA) and the Consumer Financial Protection Bureau (CFPB) guidelines, thereby mitigating legal risks.

	●	Sentiment Analysis and Personalized Communication: By analyzing debtor interactions, our AI models assess sentiment and tailor communication strategies to enhance engagement and improve recovery outcomes.

Market Opportunity

Competitive Landscape

The debt recovery technology sector is characterized by the presence of several key players offering a range of solutions. Our primary competitors include:

	●	Company A: Specializes in cloud-based debt collection software with a focus on small to medium-sized enterprises.

	●	Company B: Offers a comprehensive suite of financial software solutions, including debt recovery modules integrated with broader financial management systems.

	●	Company C: Provides AI-driven analytics and automation tools tailored for large enterprises with complex debt portfolios.

Resolve Debt differentiates itself through its deep integration of AI and machine learning, emphasis on compliance, and commitment to enhancing the debtor experience.

Growth Strategy

Our strategic initiatives to drive growth and market penetration include:

●

Product Innovation: Continuous enhancement of our AI algorithms and the development of new features to address emerging industry needs.

	●	Market Expansion: Targeting new geographic regions and industry verticals to broaden our customer base.

	●	Strategic Partnerships: Collaborating with financial institutions, fintech companies, and regulatory bodies to expand our reach and influence.

	●	Customer Acquisition and Retention: Implementing targeted marketing campaigns and providing exceptional customer support to attract and retain clients.

Financial Overview

Resolve Debt is at the forefront of transforming the debt recovery industry through the application of advanced AI technologies. Our commitment to innovation, compliance, and customer-centric solutions positions us for sustained growth and success in a dynamic and expanding market.

Government Regulation

Our business and the industries in which we operate are subject to extensive and evolving regulations at the federal, state, and international levels. Compliance with these regulatory frameworks is essential to our operations, particularly for our financial and AI-driven platforms.

	●	Financial Services Regulation: Our subsidiary, NestEgg, operates in the wealth management and investment advisory space and is subject to regulations imposed by the SEC, FINRA, and other applicable regulatory bodies. We must comply with rules regarding investor protection, financial disclosures, anti-money laundering (AML), and know-your-customer (KYC) requirements.
	●	Student Loan Regulations: Lever operates in the student loan management industry and is required to comply with U.S. Department of Education policies, including regulations governing Income-Driven Repayment (IDR) plans, Public Service Loan Forgiveness (PSLF), and data privacy standards under the Family Educational Rights and Privacy Act (FERPA).
	●	Consumer Protection and Debt Collection Laws: Resolve Debt operates in the debt recovery space and is subject to the Fair Debt Collection Practices Act (FDCPA), the Consumer Financial Protection Bureau (CFPB) regulations, and various state laws regarding fair debt collection, consumer rights, and financial transparency.
	●	AI and Data Privacy Regulations: Our AI-driven platforms rely on vast amounts of data to provide personalized services. As a result, we must comply with data protection and privacy laws, including the General Data Protection Regulation (GDPR) in Europe, the California Consumer Privacy Act (CCPA), and other applicable global data protection laws.

Failure to comply with these regulations could result in regulatory investigations, fines, reputational harm, or restrictions on our ability to operate. As regulatory landscapes evolve, we may be required to make significant operational or technological adjustments to remain compliant.

Competition

We operate in highly competitive markets, facing competition from well-established companies as well as emerging startups. Our key competitors include:

	●	Wealth Management: NestEgg competes with robo-advisors like Betterment and Wealthfront, traditional brokerage firms such as Charles Schwab and Fidelity, and digital-first platforms like Robinhood. We differentiate ourselves by integrating AI-driven personalization, alternative investments, and retirement planning.
	●	Travel Technology: Travl.App competes with major online travel agencies like Expedia and Booking.com, as well as fintech-enabled travel savings solutions. Our AI-powered budgeting and BNPL (Buy Now, Pay Later) features provide a unique value proposition.
	●	Student Loan Management: Lever competes with loan servicers such as Navient and FedLoan Servicing, as well as financial wellness platforms that provide student debt management tools. Our AI-driven repayment plan optimization sets us apart.
	●	Debt Recovery Solutions: Resolve Debt competes with legacy debt collection agencies and AI-driven financial recovery firms. Our technology differentiates us by focusing on compliance, predictive analytics, and consumer-friendly engagement strategies.

The competitive landscape is rapidly evolving, and new entrants with advanced AI technologies, financial backing, or strategic partnerships may emerge as formidable competitors. To maintain our competitive edge, we continuously invest in product innovation, customer acquisition, and strategic partnerships.

Legal Proceedings

From time to time, we may be involved in various legal proceedings, claims, or regulatory inquiries arising in the ordinary course of business. As of the date of this prospectus, we are not a party to any material legal proceedings that, individually or in the aggregate, would have a material adverse effect on our business, financial condition, or results of operations. However, due to the highly regulated nature of our industry, we may be subject to future litigation, government investigations, or compliance audits that could impact our operations and financial standing.

Employees

As of February 12, 2025, we have approximately 14 full-time employees and 20 part-time employees across our various subsidiaries. Our workforce includes professionals specializing in artificial intelligence, software development, compliance, finance, marketing, and customer support.

We believe that our ability to attract, retain, and develop top-tier talent is critical to our success. We offer competitive professional development opportunities, and a collaborative work culture designed to foster innovation and growth.

None of our employees are currently covered by collective bargaining agreements, and we consider our relationship with our team to be strong.

Properties

Our corporate headquarters is located at 9255 W Sunset Blvd, West Hollywood, CA, 90069. In addition to our headquarters, we operate remotely in various regions to accommodate our distributed workforce. Our technology infrastructure is hosted across secure cloud-based data centers, ensuring scalability, security, and operational resilience.

We believe that our current office space and technological infrastructure are adequate for our near-term operational needs. As we continue to grow, we may seek additional office space or data center capacity to support our expanding workforce and technological requirements.

MANAGEMENT

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information regarding our current executive officers and directors as of the date of this prospectus.

Name	Age	Position
Trent McKendrick	40	President/CEO/CFO/Director
Al Weiss	71	Director Nominee
Lisa Licht	59	Director Nominee
Alberto C. Rosende	61	Director Nominee

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meeting, following the annual meeting of stockholders, and until their successors have been elected and qualified. As of the date of this Registration Statement on Form S-1, we have one (1) sitting director.

Trent McKendrick, Founder, President, CEO, and Director

Trent McKendrick is a entrepreneurial leader with a proven track record of building and scaling innovative financial technology solutions. As the Founder, President, and CEO of AI Unlimited Group (AIUG), McKendrick is spearheading the transformation of financial infrastructure, leveraging state-of-the-art AI technology to enhance efficiency, transparency, and automation in regulated financial processes. Under his leadership, AIUG is redefining liability management, investment automation, travel financing, and receivables optimization, positioning the company as a market leader in AI-driven financial solutions. With nearly two decades of experience at the intersection of finance, technology, and venture-building, McKendrick has successfully launched and scaled multiple fintech ventures, specializing in consumer credit, debt optimization, and AI-driven financial automation. His ability to identify inefficiencies within traditional financial systems and develop high-growth, scalable solutions has resulted in the successful deployment of platforms that serve both businesses and consumers. Prior to founding AIUG, McKendrick held pivotal leadership roles in financial markets and technology-driven enterprises. As Head of Markets at Focus Markets, he played a crucial role in shaping business strategy, brand development, and market expansion within Australia’s financial ecosystem. Before that, in 2014 he founded Credit Clear, a publicly traded company on the Australian Stock Exchange (ASX), where he pioneered technology-driven automation in revolutionizing debt collection and payment optimization through SaaS-based solutions. Throughout his career, McKendrick has demonstrated exceptional expertise in product development, investor relations, and strategic growth. His deep knowledge of capital markets, financial services, and technology-backed ventures has made him a sought-after leader in the fintech industry, with extensive experience in capital raising, investment management, and electronic trading. His hands-on approach to technology deployment and financial infrastructure innovation continues to shape AIUG’s vision of leveraging AI to drive operational efficiency and financial empowerment at scale. McKendrick holds an accreditation equivalent to a BS in Finance from Marquette University, Milwaukee, WI. His relentless focus on financial inclusion, AI-driven product innovation, and market disruption continues to drive his mission of reshaping financial services for millions of consumers worldwide.

Al Weiss, Director Nominee

Allen “Al” R. Weiss is the President of Infinity City Maya SAPI de CV and a former Partner at Apollo Capital Management, where he evaluated acquisitions and served on the boards of Great Wolf Resorts, Diamond Resorts International, Chuck E. Cheese, and ClubCorp. He spent 39 years at The Walt Disney Company, ultimately serving as President of Worldwide Operations for Disney’s Parks and Resorts division, overseeing a $10 billion business with 95,000 employees. Under his leadership, Disney expanded its resorts, cruise line, and vacation club, achieving record revenue growth while maintaining brand integrity. Weiss currently serves on the Board of Directors of Alticor (Amway) and has previously held board positions with Apollo Education Group, Dick’s Sporting Goods, and Pilot Flying J. Recognized as a leader in business and economic development, he was named “Most Influential Businessman in Central Florida” by the Orlando Business Journal. He holds a degree from the University of Central Florida and has been inducted into the Halls of Fame at both UCF and the Rollins College Crummer Graduate School of Business.

Lisa Licht, Director Nominee

Lisa Licht is a seasoned executive with extensive experience in brand strategy, marketing, and business development across entertainment, consumer goods, technology, and experiential marketing. She is the Founder of Licht Consulting, where she advises organizations such as BCG, Illumination, Microsoft, and Build-A-Bear on digital transformation and brand growth. Previously, she served as Chief Marketing Officer at Live Nation, where she developed customer acquisition strategies that drove significant revenue growth. At Yahoo, she led media and partnership marketing, launching the global Yahoo On-The-Road music tour. During her tenure at Hasbro, she played a key role in launching Hasbro Studios and structuring a joint venture with Discovery. Earlier in her career at 20th Century Fox, she spearheaded marketing campaigns for major films, including Titanic and The Simpsons Movie. Lisa serves on the boards of Project Healthy Minds, BrynPharma, and GumGum and has previously served on the board of Munchkin. She holds a Master’s in International Management from the Thunderbird School of Global Management and a B.A. in Business Economics from the University of California, Santa Barbara.

Alberto C. Rosende, Director Nominee

Maj. Gen. (Ret) Alberto “Al” Rosende has served as the President and Chief Executive Officer of M2i Global Corporation since March 2023. He brings over 37 years of leadership experience in the U.S. Army and more than 28 years in the global payments industry. During his military career, Maj. Gen. Rosende held command and staff positions at every level, including Division and Component commands, with operational experience spanning the Cold War and the Global War on Terror. His service included combat tours in Afghanistan and Iraq, culminating in his role as Commanding General of the 63rd Readiness Division, where he oversaw personnel, logistics, and infrastructure across a seven-state region, supporting over 44,000 soldiers and their families. He has been awarded the Army Distinguished Service Medal, four Legions of Merit, and two Bronze Stars. In the private sector, Maj. Gen. Rosende has over 30 years of experience in management and consulting within the electronic payments industry. He spent more than two decades at Visa, Inc., where he advised financial institutions in Latin America and the Caribbean on fraud prevention and risk management. Prior to Visa, he held senior roles at American Express, overseeing credit operations, collections, and risk management. Maj. Gen. Rosende holds a B.S. in Business Administration from Nova Southeastern University, an M.S. in National Resource Strategy from the National Defense University, and an M.A. in Education and Human Development from The George Washington University.

Term of Office

All directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors’ meeting following the stockholders’ annual meeting until the Directors’ successors have been elected and qualified. The appointment of Alberto C. Rosende, Lisa Licht, and Al Weiss will become effective upon the Company’s successful uplisting to Nasdaq.

Director Independence

The listing rules of the Nasdaq require that independent directors must comprise a majority of a listed company’s Board. In addition, the rules of the Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:

●

the director is, or at any time during the past three (3) years was, an employee of the company;

	●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

	●	the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s combined gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

	●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

	●	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board believes that, [__], [__], and [__] will be “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the Nasdaq. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our Company’s capital stock by each non-employee director, and any transactions involving them described in the section captioned “Certain Relationships And Related Transactions” in this prospectus.

Board Committees

Our Board has formed three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of the committees operates pursuant to its charter. The responsibilities of each committee are described in more detail below.

The Nasdaq permits a phase-in period of up to one year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year from the effectiveness of our registration statement.

Audit Committee

The Audit Committee’s purpose and powers are, to the extent permitted by law, to (a) retain, oversee and terminate, as necessary, the auditors of our Company, (b) oversee our Company’s accounting and financial reporting processes and the audit and preparation of our Company’s financial statements, (c) exercise such other powers and authority as are set forth in the charter of the Audit Committee of the Board, and (d) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board. The Audit Committee also has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

The Board has affirmatively determined that each member who serves on the Audit Committee meets the additional independence criteria applicable to Audit Committee members under SEC rules and the Nasdaq listing rules. Our Board has adopted a written charter setting forth the authority and responsibilities of the Audit Committee consistent with the purposes and powers set forth above, which is available on our principal corporate website located at https://www.aiug.ai/. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information (nor use the same in deciding whether to purchase our shares of common stock) contained on, or that can be accessed through, our website as part of this prospectus. The Board has affirmatively determined that [__] shall serve as chair and each member of the Audit Committee is financially literate, which also includes [__] and [__]. All three members meet the qualifications of an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. We believe that the functioning of the Audit Committee complies with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee

The Compensation Committee’s purpose and powers are, to the extent permitted by law, to (a) review and approve the compensation of the Chief Executive Officer of our Company and such other employees of our Company as are assigned thereto by the Board and to make recommendations to the Board with respect to standards for setting compensation levels, (b) exercise such other powers and authority as are set forth in a charter of the Compensation Committee of the Board, and (c) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board.

The Compensation Committee also has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Our Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee consistent with the purposes and powers set forth above, which is available on our principal corporate website at https://www.aiug.ai/.

The Compensation Committee consists of [__], [__] and [__]. [__] serves as chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to Compensation Committee members under SEC rules and the Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee complies with, any applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s purpose and powers are, to the extent permitted by law, to: (a) identify potential qualified nominees for director and recommend to the Board for nomination candidates for the Board, (b) develop our Company’s corporate governance guidelines and additional corporate governance policies, (c) exercise such other powers and authority as are set forth in a charter of the Nominating and Corporate Governance Committee of the Board, and (d) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board.

The Nominating and Corporate Governance Committee also has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

The Nominating and Corporate Governance Committee consists of [__], [__] and [__]. [__] serves as chairman of the Nominating and Corporate Governance Committee. Our Board has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee consistent with the purposes and powers set forth above, which is available on our principal corporate website located at https://www.aiug.ai/. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of the Nasdaq listing rules.

Compensation Committee Interlocks and Insider Participation

None of our Company’s executive officers serves, or in the past has served, as a member of the Board or its compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or its Compensation Committee. None of the members of our Compensation Committee is, or has ever been, an officer or employee of our Company.

Code of Conduct

Our Board has adopted a new Code of Conduct applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq. The Code of Conduct is available on our principal corporate website located at https://www.aiug.ai/. Any substantive amendments or waivers of the Code of Conduct or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information (nor use the same in deciding whether to purchase our shares of common stock) contained on, or that can be accessed through, our website as part of this prospectus.

Board Leadership Structure and Risk Oversight

Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

Corporate Governance Guidelines

Effective upon the completion of this offering, our Board will adopt corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq, which is available on our principal corporate website located at https://www.aiug.ai/. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information (nor use the same in deciding whether to purchase our shares of common stock) contained on, or that can be accessed through, our website as part of this prospectus.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table contains compensation information for our Chief Executive Officer who is the most highly compensated executive officer for the years ended December 31, 2024 and 2023:

						Stock		All Other
Name and		Salary (1)		Bonus		Awards(2)		Compensation		Total
Principal Position	Year	($)		($)		($)		($)		($)
Trent McKendrick	2024		208,000		-0-		-0-		-0-		208,000
Chief Executive Officer	2023		0		0		0		0		0

	⁽¹⁾	As of December 31, 2024, Mr. McKendrick’s salary is being accrued and not paid in cash.
	⁽²⁾	We have issued stock-based compensation of 7,250,000 shares of common stock and 5,000,000 shares of preferred stock to Mr. McKendrick as the founder, valued at $1,225.

Stock Option Grants

We had no outstanding equity awards as of the end of the fiscal period ended December 31, 2024.

Employment Agreement

On March 24, 2022, we entered into an employment agreement with Trent McKendrick (the “McKendrick Employment Agreement”), under which he serves as the Chief Executive Officer with a base salary of $208,000 per annum. Mr. McKendrick is entitled to participate in the Company’s group insurance, pension, medical, health, accident, and disability plans, subject to eligibility and modifications by the Company. The agreement allows the Company to terminate his employment without cause upon prior written notice or immediately for cause, which includes misconduct, felony conviction, material breach, or failure to perform his duties. Mr.

McKendrick may resign at any time with prior written notice. If he is unable to perform his duties due to disability for three consecutive months or a total of four months within a twelve-month period, the Company may terminate his employment, with salary continuation until the qualifying period ends. The agreement automatically terminates upon his death, with his estate entitled to receive salary through the end of that month. Upon termination for any reason, Mr. McKendrick is entitled to all accrued compensation and reimbursable expenses.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions during our fiscal years ended December 31, 2024 and December 31, 2023 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this registration statement. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

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 Aus share holders. On May 31, 2022, the Lever Aus Note balance was zero. Mr. McKendrick is also the founder, CEO, and majority shareholder of Lever Holdings.

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.

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 December 31, 2023. Mr. Copulos received these shares from the note conversion and for cash consideration.

For the fiscal year ended December 31, 2023, the Company issued an additional 792,942 shares of common stock at a valuation of $0.0248 per share to certain shareholders of Lever Holdings. These shares were issued to rectify prior issuance discrepancies, either to shareholders who had not previously received their allotted shares or to correct erroneous share allocations.

Shares issued to the Founder

At March 24, 2022 (inception), the Company issued 7,250,000 common stock on March 24, 2022, and 5,000,000 Series A Preferred Stock on March 24, 2022, at par value as the founder in consideration of services rendered to the Company. A total combined value of $1,225. Our Certificate of Incorporation authorizes 50,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 5,000,000 shares have been designated as Series A Preferred Stock.

Note 1: 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 2: Eyeon I 150K Notes Payable ($150,000)

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 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 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 December 31, 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 December 31, 2024, the Note remained outstanding.

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.

DESCRIPTION OF CAPITAL STOCK

The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.

General

We are authorized to issue common stock and preferred stock. The total number of shares of stock which we are authorized to issue is 550,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares pf preferred stock, with 5,000,000 shares designated as Series A Preferred Stock. We will have [__] shares of common stock outstanding immediately after the closing of this offering.

Common Stock

We are authorized to issue 500,000,000 shares of common stock at a par value of $0.0001 per share, and as of February 12, 2025 and the date of this prospectus, we had 317,485,675 shares of common stock issued and outstanding.

Voting Rights. Each share of our common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.

Dividend Rights. Subject to limitations under the Delaware General Corporation Law, holders of our common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

Liquidation Rights. In the event of liquidation, dissolution or winding up of our business, the holders of our common stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities.

Other Matters. The holders of our common stock have no subscription, redemption or conversion privileges; in addition, such common stock does not entitle its holders to pre-emptive rights. All of the outstanding shares of our common stock are fully paid and non-assessable.

As of the date of this prospectus, there are no outstanding stock options.

Preferred Stock

Our Certificate of Incorporation authorizes 50,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 5,000,000 shares have been designated as Series A Preferred Stock.

The issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of preferred stock could also have the effect of delaying, deferring or preventing a change in control of us.

The Board of Directors shall have authority, without stockholder approval, to amend the AIUG’s Articles of Incorporation to divide the class of Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Series A Preferred Stock

The Company issued 5,000,000 preferred stock on March 24, 2022, to Mr. McKendrick at a par value valued at $500 as the founder in consideration of services rendered to the Company.

Shares issued to Founder

At March 24, 2022 (inception), the Company issued 7,250,000 common stock on March 24, 2022, and 5,000,000 preferred stock on March 24, 2022, at par value as the founder in consideration of services rendered to the Company. A total combined value of $1,225

Liquidation

Upon the liquidation, dissolution and winding up of the Company, the holder of each share of the Series A Preferred Stock shall be entitled to receive out of the net assets of the Company, before any amount shall be paid to the holders of any other class of stock, the sum of $0.01 per share, after which the Holders of Series A Preferred Stock shall share in the distribution with the holders of the common stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the stockholders, each share of Series A Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s common stock into which that holder’s Series A Preferred Stock could be converted on the record date for the distribution.

Voting

Each share of Series A Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder’s shares of Series A Preferred Stock are convertible on the record date for the stockholder action.

Conversion

Any shares of Series A Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of common stock (a “Conversion”). The number of shares of common stock to which a holder of Series A Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series A Preferred Stock being converted by one (1).

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series A Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of common stock is changed or exchanged.

Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, the Adjustment Number shall be changed proportionately to the change in the number of shares of common stock resulting from the recapitalization, reclassification or other change.

Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of common stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of common stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of common stock up to the nearest whole share.

Dividend Payable in Shares of Stock

In the event the Corporation shall at any time declare or pay any dividend on common stock payable in shares of common stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event

As of the date of this prospectus, all shares of Series A Preferred Stock have been converted into 5,000,000 shares of common stock, and no shares of Series A Preferred Stock are outstanding.

Undesignated Preferred Stock

The Board of Directors shall have authority, without stockholder approval and by resolution of the Board of Directors, to amend the Corporation’s Articles of Incorporation to divide the class of Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the relative rights and preferences of the shares of each series so established, including (a) voting power, (b) the rate of dividend, (c) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (d) any sinking fund provision for the redemption or purchase of the shares, and (e) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Warrants

As of the date of this prospectus, there are no outstanding warrants to purchase any shares of our common stock or preferred stock.

Delaware Business Combination Statutes

We are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Anti-Takeover Provisions

Certain provisions set forth in our certificate of incorporation and our bylaws and in Delaware law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Listing

We have applied to list our common stock on The Nasdaq Capital Market under the symbol “AIUG”. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq. If our application is not approved, this offering will not be completed.

Transfer Agent and Register

Our transfer agent is Corporation Service Company (CSC), with offices located at 251 Little Falls Drive, Wilmington, Delaware 19808. The phone number and facsimile number are +1 866 403 5272 and +1 302 636 5454, respectively. Additional information about Corporation Service Company can be found on its website at www.cscglobal.com.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the securities holdings of (a) AIUG’s executive officers and directors, and (b) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe they are deemed the beneficial owner of more than five percent (5%) of any class of AIUG’s voting stock as of the date of the prospectus. The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations promulgated under Section 13(d) of the Exchange Act and the rules and regulations thereunder and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

The number and percentage of beneficial ownership of each listed person prior to the offering is based on 314,225,225 shares of common stock outstanding as of February 12, 2025 and as of the date of this prospectus. The voting power of each stockholder with respect to their securities is calculated based on 314,225,225 shares of common stock outstanding as February 12, 2025 and as of the date of the prospectus. The number and percentage of common stock beneficially owned after the offering are 314,225,225 shares of common stock outstanding upon the completion of this offering and assuming no exercise of the underwriters over-allotment option, the lead underwriter does not exercise its over-allotment option. To calculate a stockholder’s percentage of beneficial ownership of common stock, we must include in the numerator and denominator those shares of common stock underlying convertible securities that such stockholder is considered to beneficially own. Shares of common stock underlying convertible securities held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned			Number of Shares of Series A Preferred Owned		Percentage of Series A Preferred Beneficially Owned			% of Total Voting Power
Directors and Named Executive Officers
Trent McKendrick		151,310,638		48	%		5,000,000-		100	%-		79.9	%
All directors and named executive officers as a group (1 person)
Other 5% Stockholder
Stephen Copulos		103,634,952		32.98	%		0		0			32.98

Filing Compare · AI Unlimited Group, Inc.