SEC Comment Letter 0000000000-23-003462 to Livento Group, Inc. (NUGN) (CIK 0001593549) (LIVG)
Livento Group, Inc. (NUGN) (CIK 0001593549)
Date: April 6, 2023 · CIK: 0001593549 · Accession: 0000000000-23-003462
AI Filing Summary & Sentiment
File numbers found in text: 000-56457
Letter
United States securities and exchange commission logo April 6, 2023 David Stybr Chief Executive Officer Livento Group, Inc. 17 State Street New York, NY 10004 Re:Livento Group, Inc. Amendment No. 8 to Registration Statement on Form 10-12G Filed March 24, 2023 File No. 000-56457 Dear David Stybr: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Form 10-12G/A filed March 24, 2023 Liquidity and Capital Resources, page x 1.We note your response to prior comment two. In your disclosure you state that "each movie is produced in a separate company." However, in the response, you state "the movies are produced by our internal team." Those two statements contradict each other. Please clarify what you mean by "produced in a separate company." It is also not clear why "the risk of failure is mitigated for Livento as a holding company." Please clarify disclosure in the filing. 2.We note your response to prior comment three. Your response does not address how the bank loans were recorded in the financial statements for the years ended December 31, 2020, December 31, 2021, and December 31, 2022. Revise your financial statements to account for bank loans or tell us why the bank loans should not be recorded in your financial statements.
FirstName LastNameDavid Stybr Comapany NameLivento Group, Inc. April 6, 2023 Page 2 FirstName LastNameDavid Stybr Livento Group, Inc. April 6, 2023 Page 2 Executive Compensation, page 15 3.Please disclose in a tabular format the executive compensation of your executive officers and directors for the last two fiscal years. See Item 402 of Regulation S-K. Description of Registrant's Securities to be Registered, page 31 4.Please provide a materially complete description of the Series C and Series D Preferred Shares by clarifying the voting rights and the conversion rights of the holders of Series C and Series D Preferred Shares. It is unclear whether the holders could convert the securities into common stock at any time or whether there are specific conditions to conversion. Advise us as to whether these holders are officers, directors, or major shareholders of the company. Consolidated Statements of Changes in Equity, page F-5 5.You appear to be issuing shares for services and recording a debit to additional paid in capital. Tell why this is appropriate or revise accordingly. Tell us if an expense and / or an asset is also debited for these transactions. Consolidated Statements of Cash Flow, page F-6 6.We note your response to our prior comment seven, however you did not address if actual cash was transferred and how you considered ASC 230-10-50-3 to 50-6 for non-cash activities. We are re-issuing our prior comment seven. Note 5 - Common-Control Transaction - ASC 805-50, page F-11 7.We note your response to our prior comment eight and your statement that David Stybr is the common control person. Disclose in your filing how he controlled Nugene International Inc. prior to the Transaction. General 8.It appears you have restated your financial statements. As such, provide disclosure as required by ASC 250-10-45-22 through 45-24 and ASC 250-10-50-7 through 50-10. Also, it is not clear why the report of your independent registered public accounting firm does not reference and explain the restatement(s). Please revise accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments about the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
FirstName LastNameDavid Stybr Comapany NameLivento Group, Inc. April 6, 2023 Page 3 FirstName LastName David Stybr Livento Group, Inc. April 6, 2023 Page 3 questions. Sincerely, Division of Corporation Finance Office of Technology cc: Frank J. Hariton
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United States securities and exchange commission logo
April 6, 2023
David Stybr
Chief Executive Officer
Livento Group, Inc.
17 State Street
New York, NY 10004
Re:Livento Group, Inc.
Amendment No. 8 to Registration Statement on Form 10-12G
Filed March 24, 2023
File No. 000-56457
Dear David Stybr:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G/A filed March 24, 2023
Liquidity and Capital Resources, page x
1.We note your response to prior comment two. In your disclosure you state that "each
movie is produced in a separate company." However, in the response, you state "the
movies are produced by our internal team." Those two statements contradict each other.
Please clarify what you mean by "produced in a separate company." It is also not clear
why "the risk of failure is mitigated for Livento as a holding company." Please
clarify disclosure in the filing.
2.We note your response to prior comment three. Your response does not address how the
bank loans were recorded in the financial statements for the years ended December 31,
2020, December 31, 2021, and December 31, 2022. Revise your financial statements to
account for bank loans or tell us why the bank loans should not be recorded in your
financial statements.
FirstName LastNameDavid Stybr
Comapany NameLivento Group, Inc.
April 6, 2023 Page 2
FirstName LastNameDavid Stybr
Livento Group, Inc.
April 6, 2023
Page 2
Executive Compensation, page 15
3.Please disclose in a tabular format the executive compensation of your executive officers
and directors for the last two fiscal years. See Item 402 of Regulation S-K.
Description of Registrant's Securities to be Registered, page 31
4.Please provide a materially complete description of the Series C and Series D Preferred
Shares by clarifying the voting rights and the conversion rights of the holders of Series C
and Series D Preferred Shares. It is unclear whether the holders could convert the
securities into common stock at any time or whether there are specific conditions to
conversion. Advise us as to whether these holders are officers, directors, or major
shareholders of the company.
Consolidated Statements of Changes in Equity, page F-5
5.You appear to be issuing shares for services and recording a debit to additional paid in
capital. Tell why this is appropriate or revise accordingly. Tell us if an expense and / or
an asset is also debited for these transactions.
Consolidated Statements of Cash Flow, page F-6
6.We note your response to our prior comment seven, however you did not address if actual
cash was transferred and how you considered ASC 230-10-50-3 to 50-6 for non-cash
activities. We are re-issuing our prior comment seven.
Note 5 - Common-Control Transaction - ASC 805-50, page F-11
7.We note your response to our prior comment eight and your statement that David Stybr is
the common control person. Disclose in your filing how he controlled Nugene
International Inc. prior to the Transaction.
General
8.It appears you have restated your financial statements. As such, provide disclosure as
required by ASC 250-10-45-22 through 45-24 and ASC 250-10-50-7 through 50-10.
Also, it is not clear why the report of your independent registered public accounting firm
does not reference and explain the restatement(s). Please revise accordingly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments about the financial statements and related matters. Please contact Lauren Pierce, Staff
Attorney, at (202) 551-3887 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
FirstName LastNameDavid Stybr
Comapany NameLivento Group, Inc.
April 6, 2023 Page 3
FirstName LastName
David Stybr
Livento Group, Inc.
April 6, 2023
Page 3
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Frank J. Hariton