United States securities and exchange commission logo





                              October 14, 2022

       David Stybr
       Chief Executive Officer
       Livento Group, Inc.
       17 State Street
       New York, NY 10004

                                                        Re: Livento Group, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form 10-12G
                                                            Filed September 27,
2022
                                                            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. Unless we note otherwise, our
references to prior
       comments are to comments in our August 9, 2022 letter.

       Form 10-12G/A filed on September 27, 2022

       Explanatory Note, page 2

   1.                                                   We note your assertion
that "[o]nce this registration statement is deemed effective, we will
                                                        be subject to the
requirements of Regulation 13A under the Exchange Act..." Revise your
                                                        disclosure here and
where applicable to reflect the fact that the registration statement
                                                        became automatically
effective on September 16, 2022. Given the scope of our
                                                        outstanding comments,
address any related risks to the company.
       Present Operations, page 8

   2.                                                   Please expand your
disclosure regarding BOXO Productions. For example:
                                                            Explain the
anticipated timeline for choosing, funding, and completing projects.
                                                            Disclose the status
of the six movies and twelve television productions you have
 David Stybr
FirstName LastNameDavid  Stybr
Livento Group, Inc.
Comapany
October 14,NameLivento
            2022       Group, Inc.
October
Page 2 14, 2022 Page 2
FirstName LastName
             planned for 2022.
               You disclose that BOXO does not employ any personnel. Please
explain how this
             comports with your subsequent disclosure that the BOXO "team" has
worked on
             multiple large productions. Disclose which members of BOXO's team
have worked
             on these movies and disclose their current roles at BOXO.
             We note your disclosure on page 12 that BOXO's projects
"frequently" cost over $30
             million. Please provide the basis for this statement. In this
regard, we note that
             BOXO has a limited operating history of several months and does
not appear to have
             completed any projects.
             Please provide context for your disclose on page 16 that "[n]ew
movies are lined up
             every two weeks." Explain whether this is a historical trend or
anticipated business
             plan. Please disclose whether you have the resources to operate
multiple productions
             simultaneously.
         Please provide risk factor disclosure regarding all material risks
associated with your
         BOXO Productions projects.
Trends in the Market, page 9

3.       Please discuss the market in which Elisee operates, including the
nature of any
         competitors. Please disclose any material regulatory requirements with
which Elisee must
         comply. Additionally, we note your discussion of "points E, N, and J"
as allowable
         factors for an investor; please explain whether these letters refer to
specific factors or are
         meant as variables.
Risk Factors, page 11

4.       We note your response to our prior comment 6. Please ensure you
include risk factors
         covering all material risks to your business. These could include, for
example, legal and
         financial liabilities, cybersecurity concerns, compliance with
relevant laws and
         regulations, and adverse industry trends, among others.
Critical Accounting Policies
Revenue Recognition, page 18

5.       We note your response to comment 9, however your disclosure has not
changed. As such,
         we reissue our prior comment 9. Please expand your revenue recognition
disclosure to
         include information required by ASC 606-10-50.

6.       You disclose on page 18 that, "The Company recognizes software service
fees over time
         as performance obligations are satisfied over the life of the service,
usually, with an
         average duration of one- year." However, in the notes to your
financial statements on
         page 40 you state, "The Company recognizes as revenues the amount of
the transaction
         price that is allocated to the respective performance obligation when
the performance
         obligation is satisfied or as it is satisfied. Generally, the Company
 s performance
 David Stybr
FirstName LastNameDavid  Stybr
Livento Group, Inc.
Comapany
October 14,NameLivento
            2022       Group, Inc.
October
Page 3 14, 2022 Page 3
FirstName LastName
         obligations are transferred to customers at a point in time, typically
upon delivery." These
         two statement appear to contradict each other. Please revise
accordingly. Refer to your
         basis in accounting literature.
Financial Information
Critical Accounting Policies
Going Concerned, page 18

7.       Your disclosure that your cash balances as of June 30, 2022 were
$347,833 appears to be
         an error. Please revise so it matches your Statement of Cash Flows.
Results of Operations, page 19

8.       Please label financial statements presented on pages 19-20 as audited
or unaudited, as
         applicable.
9.       Your table on page 20 shows "merchandise sales," however, your
discussion explains that
         your revenue came from "Elisee and management services." Please
clarify and revise
         accordingly.
10.      We note your response to comment 8 and your new disclosure on page 21.
However, the
         first paragraph of your discussion regarding the years ended 2020 and
2021 is difficult to
         understand. For example, it is not clear if the revenue discussion
relates to the year ended
         December 31, 2020 or December 31, 2021. Also, you discuss profit and
loss for the year
         ended December 31, 2022 versus 2020. Please revise to discuss these
periods in a clear
         manner, explaining all fluctuation accurately as per the profit and
loss table above it.
11.      We note that you do not record cost of goods sold for the periods
presented. In this
         regard, please clarify why hardware and software costs, amortization
expense, salaries,
         cloud fees, and server expenses are not included in cost of goods
sold. Tell us what you
         believe to be your direct costs versus indirect costs of revenue. Tell
us why you believe
         indirect costs should not be included in cost of revenue. Please refer
to guidance in Item
         5-03 of Regulation S-X.
12.      We note your statement on page 23 that, "We are engaged in the
production of three
         movies; where the first one should provide revenue during 1Q of 2023
and the others near
         the end of 2023." In this regard, disclose where costs related to the
production of movies
         are recorded in your statements of operations.
Liquidity and Capital Resources, page 23

13.      We note your response to comment 11 and your new disclosure. However,
there
         continues to be errors with regard to your statement of cash flows.
Specifically, your
         statement of cash flows on page 23 does not match the statement of
cash flows on page
         47. Also, there appears to be typographical errors regarding the dates
on the statement of
         cash flows on page 47. Please revise.
 David Stybr
FirstName LastNameDavid  Stybr
Livento Group, Inc.
Comapany
October 14,NameLivento
            2022       Group, Inc.
October
Page 4 14, 2022 Page 4
FirstName LastName
14.      We note your response to our comment 12 and new disclosure on page 23.
However, you
         did not disclose information regarding substantial doubt about your
ability to continue as a
         going concern, as noted on pages 34 and 42. Please revise accordingly.
15.      We reissue our prior comment 13. Your disclosure here that your cash
resources are
         adequate contradicts your disclose on page 11 that they are
inadequate. Please revise.
Certain Relationships and Related Transactions, and Director Independence, page
27

16.      Please explain how Mr. Stybr's contribution of Livento Group, LLC
constitutes a "capital
         contribution."
Financial Statement for the Six-Month Period Ended June 30, 2022
Balance Sheets at June 30, 2022 and December 31, 2021, page 44

17.      We note that you have intangible assets of $20.2 million which are 87%
of your total
         assets at June 30, 2022. As such, please disclose your accounting
policy regarding your
         intangible assets. The disclosure should be specific and disclose how
you acquired the
         intangible assets, what is included in intangible assets, and how you
amortize your
         intangible assets including useful life. We refer you to guidance in
ASC 350-30-50
Statements of Changes in Equity, page 46

18.      Your first column in the Statements of Changes in Equity, where you
disclose Common
         Shares, does not foot. The beginning balance is 763,090,000 and the
ending balance
         is 209,001,268, with no explanation of why your shares outstanding
have been reduced.
         Please revise accordingly. Also, provide footnote disclosure regarding
any changes to
         common shares outstanding.
19.      Provide footnote disclosure regarding preferred share issuance of
$22,302,947. Your
         disclosure should be detailed as to why the preferred shares were
issued, who received
         these preferred shares, and the terms of these preferred shares.
Statement of Cash Flows, page 47

20.      We note you have cash outflows from investing activities of
$(22,928,175) and cash
         inflows from financing activities related to additional paid in
capital of $22,209,942.
         These two items appear to almost offset each other. If these items are
noncash investing
         and financing activities, revise your statements of cash flows, and
separately disclose
         noncash investing and financing activities on the same page as the
statements of cash
         flows or in a separate footnote in accordance with ASC 230-10-50-3.
General

21.      We note your response to comment 20; however, the requested
information was not
         provided to us or disclosed. As such we reissue our prior comment 20.
We note Livento
         Group LLC merged with NUGN on March 31, 2022. Tell us how you
accounted for this
 David Stybr
Livento Group, Inc.
October 14, 2022
Page 5
      transaction, referring to your basis in the accounting literature.
Disclose who is the
      accounting acquirer and the consideration paid. Tell us how you
considered Item 3-05 of
      Regulation S-X with regard to providing historical financial statements
of the operating
      company. Provide business combination disclosure in accordance with ASC
805-10-50 in
      the notes to your financial statements for the six-month period ended
June 30, 2022.
22.   We note your response to comment 21; however, your financial statements
presented on
      pages 19-20 in the MD&A and your financial statements presented on pages
35-36 and
      44-45 continue to appear inconsistent. As such, we are reissuing our
prior comment
      21. Please revise to provide consistent and accurate financial statements
throughout your
      filing.
23.   Please provide context for the following statements on page 48. Ensure
that the basis for
      each statement is clear and supported by corresponding disclosures
throughout the filing.
          "Livento manages IPO of EURO DOT, logistics focused company with
acquisition
          target having revenues USD 12+ million with target to grow this
business as demand
          for logistics is heavily growing in middle Europe the main market for
the company
          is."
          "Livento Group LLC inserted into NUGN excess of $21,000,000 in
combined real
          estate and cash, equities, proprietary AI and Machine Learning
programs, and film
          projects."

        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, Staff Accountant, at (202) 551-3371 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Lauren
Pierce, Staff
Attorney, at (202) 551-3887 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.



                                                           Sincerely,
FirstName LastNameDavid Stybr
                                                           Division of
Corporation Finance
Comapany NameLivento Group, Inc.
                                                           Office of Technology
October 14, 2022 Page 5
cc:       Frank J. Hariton
FirstName LastName