Correspondence 0001493152-23-008910 from Livento Group, Inc. (NUGN) (CIK 0001593549) (LIVG)
Livento Group, Inc. (NUGN) (CIK 0001593549)
Date: March 24, 2023 · CIK: 0001593549 · Accession: 0001493152-23-008910
AI Filing Summary & Sentiment
File numbers found in text: 000-56457
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filename1.htm
FRANK
J. HARITON ● ATTORNEY - AT - LAW
1065
Dobbs Ferry Road ● White Plains ● New York 10607 ● (Tel) (914) 674-4373 ● (Fax) (914) 693-2963 ● (e-mail)
hariton@sprynet.com
March
24, 2023
Division
of Corporation Finance
Office
of Technology
Securities
and Exchange Commission
Washington,
D.C. 20549
Re:
Livento
Group, Inc. (the “Company”)
Amendment
Number 8 to Registration Statement on Form 10-12G
File
No. 000-56457
Ladies
and Gentlemen:
We
are filing amendment number 8 in response to staff comments and to updated and correct minor errors in prior filings. Our responses to
staff comments are as follows:
Business
Trends in Our Markets, page 9
1.
In light of your disclosure that your software product was developed to run portfolio analyses and to provide improved portfolio management
and performance, please revise the assertion that the company does not have to comply with regulatory requirements.
We
have removed the sentence that says our software is not subject to regulation.
Liquidity
and Capital Resources, page 24
2.
On page 25 you state, “Each movie is produced in separate company, so risk of failure is mitigated for Livento as a holding company.”
Please clarify this statement. Tell us who produces the movies. Tell us if the production company is a related party as defined in ASC
850-10-20.
Pursuant
to ASC 850-10-20, which defines the term as “related parties” or “affiliates” these movies are not produced by
any “related parties”, “affiliates” or includes other parties that are de facto agents of the variable interest
holder based on the definition of ASC 850-10-20. The companies where distributor finances the movie in its final phase are owned by a
third party that do not meet the definition of ASC 850-10-20. The production company is owned by a third party, that is NOT directly
or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity. The movies are
produced by our internal team. The companies we cooperate with are Cygnus Film Group, LLC and The Avenue Entertainment, LLC.
3.
With regard to your real estate project, you state on page 26 that “The project was financed by 65% by bank loans which will be
repaid on the sale of the units.” It does not appear that these bank loans are recorded in your financial statements. Please revise
accordingly.
Contractual
Obligations
The
Company’s Real Estate Project was financed by 65% bank loan. Since, December 31, 2022, the contractual obligations of the Company
have changed as follows:
●
The
outstanding balance of these loans was repaid by application of the proceeds of sales of the Units. There is a pending legal procedure
on the Cadastral office and land register to free the units and clients’ money to complete the transaction. We expect this
to be finalized before 31th of March 2023.
Description
of Registrant’s Securities to be Registered Common Shares, page 31
4.
Your disclosure that your Certificate of Incorporation authorizes you to issue 500,000,000 shares of common stock appears to be inconsistent
with the last amendment to your Certificate of Incorporation (filed as Exhibit 3.9), which authorizes 800,000,000 shares of common stock.
Please revise or advise. Similarly, we note updates to your disclosure regarding the amount of authorized shares of blank check preferred
stock. Please explain why this change was made and file an updated Certificate of Incorporation, if applicable.
We
inadvertently failed to file an amendment reducing our Authorized common shares as an exhibit. It is now filed.
Consolidated
Statements of Equity, page 39
5.
On page 31 you list various share issuances during the past two fiscal years. Please reconcile these share issuances to your Consolidated
Statements of Equity.
Below
is a detailed breakdown of all movements in Equity
Series
A Preferred Stock
Series
C Preferred Stock
Series
D Preferred Stock
Common
stock
Additional
Paid in capital
Accumulated
Deficit
Shareholder’s
equity
No.
of shares
Amount
No.
of shares
Amount
No.
of shares
Amount
No.
of shares
Amount
Balance
as of January 1, 2021,
-
-
1917720
192
-
-
59254155
5925
21,918,062
-11748760
10175419
New
preferred Shares issued to take-over the company by former management
100
0
-
-
-
-
-
-
0
-
0
Common
shares issued for services
-
-
-
-
-
-
634,110,594
63411
-63,411
-
-
Series
C Preferred Shares issued for services
-
-
28,000
3
-
-
-
-
-3
-
-
Coversion
of Series C Preferred Shares to Common shares
-
-
-28,000
-3
-
-
2,800,000
280
-277
-
0
Coversion
of Series C Preferred Shares to Common shares with specific condition
-
-
-1,917,720
-192
-
-
1,917,720
192
-
-
-
Loan
Settlement
-
-
-
-
-
-
67,146,478
6715
-6,715
-
-
Common
shares settlement
-
-
-
-
-
-
666,666
67
-67
-
-
Changes
in additional Paid in capital from other companies
-
-
-
-
-
-
-
-
10,227,343
-
10,227,343
Net
Loss for the year ended
-
-
-
-
-
-
-
-
-
-320320
-320,320
Balance
as of December 31, 2021
100
0
-
-
-
-
765,895,613
76,590
32,074,932
-12,069,080
20,082,442
Date
of Transaction
Transaction
type (e.g., new issuance, cancellation, shares returned to treasury)
Number
of Shares Issued (or cancelled)
Class
of Securities
Individual/
Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason
for share issuance (e.g., for cash or debt conversion)-OR-Nature of Services Provided
Restricted
or Unrestricted as of this filing.
Exemption
or Registration Type.
04/05/2021
New
700
000 000
Common
Milan
Hoffman
Services
Restricted
144
04/20/2021
Cancelled
-2
328 000
Common
Milan
Hoffman
Services
Restricted
144
04/20/2021
New
2
328 000
Common
Michael
Kopstick
Services
Restricted
144
05/07/2021
Cancelled
-10
500 000
Common
Milan
Hoffman
Services
Restricted
144
05/07/2021
New
10
500 000
Common
Michael
Kopstick
Services
Restricted
144
06/09/2021
Cancelled
-2
000 000
Common
Milan
Hoffman
Services
Restricted
144
06/09/2021
New
2
000 000
Common
James
Cowland
Services
Restricted
144
06/17/2021
Cancelled
-2
000 000
Common
Milan
Hoffman
Services
Restricted
144
06/17/2021
New
2
000 000
Common
Paul
Segura Jr.
Services
Restricted
144
07/02/2021
Cancelled
-20
000 000
Common
Milan
Hoffman
Services
Restricted
144
07/02/2021
New
20
000 000
Common
Frank
J. Hariton
Services
Restricted
144
07/08/2021
Cancelled
-37
800 000
Common
Milan
Hoffman
Services
Restricted
144
07/08/2021
New
37
800 000
Common
Judah
Aaron Sternhill
Services
Restricted
144
07/21/2021
Cancelled
-10
000 000
Common
Milan
Hoffman
Services
Restricted
144
07/23/2021
New
4
000 000
Common
Milan
Hoffman
Services
Restricted
144
07/23/2021
New
958
860
Common
ALI
KHARAZMI
Conversion
from Preferred to Common
Restricted
144
07/23/2021
New
958
860
Common
SAEED
KHARAZMI
Conversion
from Preferred to Common
Restricted
144
08/13/2021
New
100
Preferred
A
Milan
Hoffman
Super
Voting Stock
Restricted
144
08/13/2021
Cancelled
-1
917 720
Preferred
C
Milan
Hoffman
Conversion
from Preferred to Common
Restricted
144
08/17/2021
New
800
000
Common
Sandy
Miles
Services
Restricted
144
08/17/2021
New
8
000
Preferred
C
Sandy
Miles
Services
Restricted
144
09/03/2021
New
6
399 416
Common
Eagle
Equities LLC, Yanky Borenstein
Loan
Settlement
Unrestricted
09/13/2021
New
2
225 034
Common
EMA
Financial LLC, John Scholz
Loan
Settlement
Unrestricted
10/05/2021
New
20
000
Preferred
C
James
Cowland
Services
Restricted
144
10/18/2021
New
333
333
Common
Sharni
Brodesky
Purchase
Restricted
144
10/19/2021
New
333
333
Common
Dayna
R. Shereck
Purchase
Restricted
144
11/17/2021
Cancelled
-10
689 406
Common
Milan
Hoffman
Cancellation
Restricted
144
11/17/2021
New
10
689 406
Common
Eagle
Equities LLC,Yanky Borenstien
Loan
Settlement
Unrestricted
11/18/2021
Cancelled
-20
000 000
Common
Milan
Hoffman
Cancellation
Restricted
144
11/18/2021
New
5
428 572
Common
Power
Up Lending Group Ltd., Curt Kramer
Loan
Settlement
Unrestricted
11/30/2021
New
8
285 583
Common
EMA
Financial, Felicia Preston LLC
Loan
Settlement
Unrestricted
12/02/2021
New
4
583 333
Common
Labrys
Fund LP,TJ Silverman
Loan
Settlement
Unrestricted
12/06/2021
New
6
160 000
Common
SBI
Investments LLC, Jonathan Juchno
Loan
Settlement
Unrestricted
12/06/2021
New
3
960 000
Common
Power
Up Lending Group Ltd.,Curt Kramer
Loan
Settlement
Restricted
144
12/07/2021
Cancelled
-30
000 000
Common
Milan
Hoffman
Cancellation
Restricted
144
12/13/2021
New
19
415 134
Common
Auctus
Fund LLC, Lou Posner
Loan
Settlement
Unrestricted
12/17/2021
Cancelled
-
8 000
Preferred
C
Sandy
Miles
Conversion
from Preferred to Common
Restricted
144
12/17/2021
New
800
000
Common
Sandy
Miles
Purchase
Restricted
144
12/17/2021
Cancelled
-
20 000
Preferred
C
James
Cowland
Conversion
from Preferred to Common
Restricted
144
12/17/2021
New
2
000 000
Common
James
Cowland
Services
Restricted
144
Series
A Preferred Stock
Series
C Preferred Stock
Series
D Preferred Stock
Common
stock
Additional
Paid in capital
Accumulated
Deficit
Shareholder’s
equity
No.
of shares
Amount
No.
of shares
Amount
No.
of shares
Amount
No.
of shares
Amount
Balance
as of January 1, 2021,
100
0
-
-
-
-
765,895,613
76,590
32,074,932
-
12,069,080
20,082,442
Conversion
of Note
-
-
-
-
-
-
49,586,549
4,959
-
4,959
-
-
Issuance
of Series C Preferred Shares to David Stybr and their cancelation
-
-
-
-
-
-
-
-
-
-
-
Series
D Preferred Shares issued for services
-
-
-
-
141,630
1,416
-
-
-
1,416
-
-
Sales
of Series D Preferred Shares
-
-
-
-
69,714
697
-
-
365,803
-
366,500
Cancelation
of Common shares and their transformation to Series C Preferred Shares
-
-
1,164,826
116
-
-
-116,482,594
-11,648
11,532
-
0
Cancelation
of Common shares by former director
-
-
-
-
-
-
-500,000,000
-50,000
50,000
-
-
Sales
of Series C Preferred Shares
-
-
39,600
4
-
-
-
-
-4
-
-
Net
Loss for the year ended
-
-
-
-
-
-
-
-
-
-
1,460,395
-
1,460,395
Changes
in additional Paid in capital from other companies
-
-
-
-
-
-
-
-
-65
-
-
65
100
0
1,204,426
120
211,344
2,113
198,999,568
19,900
32,495,823
-
13,529,475
18,988,482
Date
of Transaction
Transaction
type (e.g., new issuance, cancellation, shares returned to treasury)
Number
of Shares Issued (or cancelled)
Class
of Securities
Individual/
Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason
for share issuance (e.g., for cash or debt conversion)-OR-Nature of Services Provided
Restricted
or Unrestricted as of this filing.
Exemption
or Registration Type.
01/04/2022
New
9
482 781
Common
Sandy
Miles
Conversion
of Note
Unrestricted
02/02/2022
New
15
691 925
Common
Adam
R. Long, Puerto Rico, Oasis Capital LLC
Conversion
of Note
Unrestricted
02/25/2022
Cancellation
-58
682 594
Common
Milan
Hoffman
Cancellation
Restricted
144
02/25/2022
New
586
826
Preferred
C
Milan
Hoffman
Services/payment
Restricted
144
02/28/2022
New
378
000
Preferred
C
Judah
A. Sternhill
Purchase
Restricted
144
02/28/2022
New
200
000
Preferred
C
Frank
J. Hariton
Services/payment
Restricted
144
02/28/2022
Cancellation
-500
000 000
Common
Milan
Hoffman
Return
to unissued authorized status
Restricted
144
02/28/2022
Cancellation
-37
800 000
Common
Judah
A. Sternhill
Purchase
Restricted
144
02/28/2022
Cancellation
-20
000 000
Common
Frank
J. Hariton
Services/payment
Restricted
144
03/01/2022
New
15
898 682
Common
Tiger
Trout Capital LLC, Puerto Rico, Alan Masley
Conversion
of Note
Unrestricted
03/03/2022
New
9
032 080
Common
Abra
Prince
Conversion
of Note
Unrestricted
03/14/2022
New
5
000 000
Preferred
David
Štýbr
Control
block
Restricted
144
03/23/2022
New
9
482 781
Common
Kalimdor
LLC, Ales Kudrna
Conversion
of Note
Unrestricted
06/21/2022
Cancellation
-5
000 000
Preferred
C
David
Štýbr
Cancellation
Restricted
144
07/19/2022
New
10
000 000
Common
Kalimdor
LLC, Ales Kudrna
Conversion
of Note
Unrestricted
07/19/2022
New