SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          February 25, 2010  Jonathan Medved Chief Executive Officer Vringo, Inc. 18 East 16
th Street, 7th Floor
New York, NY 10003
 Re: Vringo, Inc.
  Registration Statement on Form S-1
  Filed January 29, 2010   File No. 333-164575
Dear Mr. Medved:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note a number of blank spaces thr oughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as the anticipated price range information.  Pleas e include this disclosure as soon as
practicable.  Note that we may have additional comments once you have provided
this disclosure.  Therefore, allow us sufficient time to review your complete
disclosure prior to any distribut ion of preliminary prospectuses.
 2. As soon as practicable, please furnish to us a statement as to whether or not the amount of compensation to be allowed or  paid to the underwriter(s) has been

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 2

cleared with FINRA.  Prior to the effec tiveness of this registration statement,
please provide us with a copy of the letter or a call from FINRA informing us that
FINRA has no additional concerns.

3. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.  Please note that any comments on your
confidential treatment re quest with respect to Exhibits 10.6, 10.7, 10.8 and 10.9
will follow under a separate cover.
 Prospectus Cover Page

 4. Please disclose the unit purchase option to be granted to the underwriter on the
prospectus cover page.
 Table of Contents Page

 5. We note your disclose in the second para graph following the table of contents
regarding statistical data, market data and other i ndustry data and forecasts.  As
you are responsible for the accuracy a nd completeness of your prospectus
disclosure, remove your statement that “w e do not make any representation as to
the accuracy of the information.”
 Prospectus Summary, page 1

 Our Business, page 1

 6. We note several references in the summary  and elsewhere in the prospectus to
third-party market research.  For exampl e, we note references to Multimedia
Intelligence, Juniper Research, Ipsos MediaCT and Pyramid Research.  These are just examples.  Please provide us marked copies of such research, clearly cross-
referencing a statement with  the underlying factual support.  Confirm for us that
these documents are publicly available.  To  the extent that any of these reports
have been specifically prepared for this f iling, file a consent from the party.  Also
provide us with copies of the Washingt on Post and New York Times Supplement
references in Mr. Medved’s biography.
 7. We note you disclose data regarding various mobile markets.  Please clarify that your market is a subset of these market s and disclose any data regarding your
markets (i.e., video ringtones, and the markets in Turkey, Malaysia, Armenia and the United Arab Emirates).
 8. Disclose at the beginning of your summary section that you are a development stage company, have generated only $36,000 in revenues since inception (which

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 3

consisted of a one time setup fee and monthly revenue guarantees from your
carrier partner in Armenia in the third quarter of 2009), have a history of losses
since inception (quantifying th e losses for the last fiscal  year and most recent
interim period) and that your auditors  have provided a going concern opinion
(explaining what this means).

9. Where you disclose that you have filed 23 pa tent applications, also disclose that
no patents have been issued.
 10. We note that you disclose total subscriber numbers for the four mobile carriers that are currently offering your commercial  service.  Please disclose the number
of such subscribers that that have actu ally subscribed to your product to date.
Also disclose when you launched commercial service with  these carriers.
 11. Please disclose the basis for your belief that your library of over 4,000 video ringtones is one of th e largest in the world.
 The Offering, page 9

 12. Please also disclose the exercise prices, or  a weighted average exercise price, for
the 788,010 additional warrants issued in c onnection with the bridge financing
with exercise prices ranging from $0.01 to $3.75.
 13. Your disclosure appears to reflect th e expiration of 1,201,471 warrants issued in
connection with Series B Financing ba sed upon the assumption of the successful
completion of an equity fundraise of at  least $10 million.  Please revise your
disclosure on page 10 to disclose this assumption.
 Risk Factors, page 12

We are a development stage company with no significant sources of income…, page 12
 14. Please highlight your auditors’ going concer n opinions in this risk factor caption
as well as the fact that th e continuation of your busine ss is dependent upon raising
additional financing.

We have not been subject to Sarban es-Oxley regulations . . ., page 15

 15. We note your disclosure that you will be required to include a management
assessment of internal controls over fina ncial reporting in your annual report for
your fiscal year ending December 31, 2011.  However, you also disclose that “in
the following year” you will be required to include an auditor attestation.  Please
refer to Regulation S-K Item 308T and re vise to indicate that the auditor
attestation will also be re quired in your annual report for your fiscal year ending
December 31, 2011.

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 4

Our outstanding options and warrants . . ., page 18

16. Please clarify that many of the options and warrants that will be outstanding
following this offering have exercise pri ces that are below, and in some cases
significantly below, the mid-point of the IPO price range.  To provide context,
disclose the exercise prices, or weighted  average exercise prices, of the options
and warrants that will be outstanding following this offering.
 Future sales of our shares of  common stock . . ., page 19

 17. Please revise the disclosure under this ri sk factor to also account for shares
underlying options and warrants that will be exercisable following the offering.  Similarly revise the Shares Eligible for Future Sale section on page 75.
 If we cannot satisfy, or continue to sa tisfy, the NASDAQ Capital Market’s listing
requirements . . ., page 20
 18. Please discuss more specifically the risks that you will not be able to meet the
initial listing requirements of the NASDAQ Capital Market.

Cautionary Note Regarding Forw ard-Looking Statements, page 23

19. Please delete the reference to the Privat e Securities Litigation Reform Act of 1995
since the safe harbor provided by the Ac t is not applicable to your company or
this offering.  Refer to Secti on 27A of the Securities Act of 1933.
 Dilution, page 28

 20. Refer to the table appearing at the top of page 28. The average price per share for
the total number of outst anding shares should be calculated as the total
consideration divided by  the total shares.
 21. You state in your disclosure that as  of September 30, 2009 there were 3,782,794
“management options” outstanding and a total of 8,693,610 warrants outstanding.
These amounts appear to include options and warrants that you explain elsewhere
in your filing are not to be issued un til the consummation of the offering (i.e.,
warrants and options to be issued upon the conversion of Bridge Notes and to
management in connection with the offeri ng).  Refer to your discussion of options
outstanding on page 71, for example, where you state that as of the date of the
filing (January 28, 2010) options to i ssue 1,968,124 shares were outstanding.
Your discussion under the heading “descrip tion of securities” on page 69 also
provides amounts as of the date of the pros pectus that appear to include issuances
that you state will occur at the consummati on of the offering.  Please revise your
disclosures throughout your filing to clar ify whether the warrants and options

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 5

have been issued, or are to be issued  upon the consummation of the offering and
correct the number of options and warrants outstanding, as appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
 Revenue, page 31

 22. We note from your disclosure on pages 13 a nd 14 that you anticipate difficulty in
collecting amounts billed to customers as well as amounts due from partners, in
light of this fact, please tell us how you determined  that revenues should be
recognized when “the transaction has been successfully processed” or “upon receipt of customer acceptan ce”, as noted in your policy disclosure on page 31.
Address your consideration of the collect ability criteria discussed in ASC 605-10-
S99.
 23. We also note from your discussion of revenue on page 33 that the company
recognized $36 thousand in revenues duri ng the three months ended September
30, 2009 from the one-time fee related to cu stomer acceptance of the setting up of
the service and three months of the monthly guarantee.  Please tell us and disclose
how much of this fee relates to set up of service and how much relates to the
monthly guarantee.  Discuss any performan ce obligations (i.e., the need to host
site, maintain licenses, update library) a ssociated with the set up of service and/or
the monthly service and specify to which th e obligation relates.  Also tell us how
you accounted for each of these sources of revenue, separately, and how you
determined the appropriate accounting trea tment, particularly with regard to
separability.  Include reference to authoritative literature used as guidance.  With
respect to the one-time fee, specifically provide your consideration of SAB Topic
13.A.3.f. “Nonrefundable up-front fees” or 13.A.4.a. “Refundable fees for
services” if the fee is refundable.
 Results of Operations, page 33

 24. Based on the allocation of proceeds set fo rth in the Use of Proceeds section of
your prospectus, it appears that you e xpect a substantial increase in most
categories of expenses following the IP O.  Please provide a more detailed
discussion of these expected increases in each category and how they might
materially impact your business.
 Liquidity and Capital Resources, page 38

 25. We note that you have disclosed under th e heading “Future operations” that you
believe you have sufficient cash as a result  of this offering to fund your needs for
at least the next twelve m onths.  Please provide a more  detailed assessment of the
company’s plans and ability to meet its long-term liquidity n eeds.  Discuss your

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 6

expectations with respect to how long th e proceeds of this offering might sustain
the company.  Note that we consider “long- term” to be the period in excess of the
next twelve months.  See Section III.C of Release No. 33-6835 and footnote 43 of
Release No. 33-8350.

26. Here and elsewhere in your filing you describe the May 2006 issuance of
2,353,887 shares of Series A Preferred St ock for $2.35 million.  However, in your
disclosure on page 31 you state that you i ssued 588 shares.  We note that you later
granted a stock dividend that resulted in the issuance of an additional 2,353,299
shares.  Please revise your disclosure to clarify.

Contractual Obligations, page 40
 27. In your risk factor disclosure on page 13, you disclose that content licensing agreements may require you to make significant minimum payments.  Please identify any such material payment am ounts and discuss any contractual terms
relevant to an understanding of the potential variability in timing and amount of
such payments.
 Business, page 42

 28. For each of your four mobile carrier agreements and your agreement with
Hungama in India, please disclose the ma terial obligations a nd responsibilities of
each party under the agreements.  Also disclose the durations of the agreements.  With respect to the Hungama agreement, please discuss when  you expect to be
able to sell content and services in  India pursuant to that agreement.
 Our Products, page 44

 29. We note that Windows Mobile, Blackberry  and Android operating systems do not
natively support video ringtones, but your  development team has enabled your
application to work on these devices.  Pleas e discuss whether, as a result of this
circumstance, there is any increased risk that you will not be able to maintain your services on these operating systems in the future.
 Content, page 51

 30. Please explain in more detail what cont ent will be available as part of your
subscription service and what content will be sold as premium content.  In addition, explain whether your license ag reements allow you to provide licensed
content as part of your s ubscription service w ithout paying any additional fees to
the content owners.

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 7

Management, page 54
 31. Please note that, in order for your registra tion statement to be declared effective
on or after February 28, 2010, you will be required to include the disclosure required by Item 401 of Regulation S- K, as amended on December 16, 2009.
Among other changes to Item 401, pursuant to Item 401(e) you are required to discuss for each director the experience, qua lifications, attributes or skills that led
to the conclusion that the pers on should serve as a director.
 32. Please describe in more detail the nature  of your relationship with the advisory
board and explain the obligations of a dvisory board members to your company.
 Director Independence, page 58

 33. Identify each director that is independent.  Also disc lose whether any directors
that are or will be members of the compensation, audit or nominating committees will not be independent under the standa rds applicable to those committees.
Refer to Item 407(a) of Regulation S-K.
 Executive Compensation, page 59

 34. In your next amendment filed after Fe bruary 28, 2010, please disclose in your
Summary Compensation Table and Director  Compensation Table the grant date
fair value of equity awards, rather than  compensation expense, in accordance with
Item 402 of Regulation S-K, as amended on December 16, 2009.

35. If you will be implementing a reverse stoc k split prior to e ffectiveness of the
registration statement, please revise y our Outstanding Equity Awards at 2009
Fiscal Year End table to reflect the reverse stock split.
 36. In the footnotes to the Outstanding Equ ity Awards at 2009 Fiscal Year End table,
please disclose the vesting dates for the opt ions listed in the table.  Although you
disclose the general vesting schedule i