May 22, 2019

Lucas Sodr
Chief Executive Officer
VIVI HOLDINGS, INC.
951 Yamato Road, Suite 101
Boca Raton, FL 33431

       Re: VIVI HOLDINGS, INC.
           Registration Statement on Form 10-12G
           Filed May 7, 2019
           File No. 000-56009

Dear Mr. Sodr :

       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 to these comments, we may have additional
comments.

Consolidated Financial Statements

Note 9. Stockholders' Equity, page 69

1.    Please explain in detail why you believe that the cash based transactions
with the same
      shareholder are sufficient evidence to represent the most readily
determinable fair value of
      your common stock. Tell us whether you obtained or performed
contemporaneous or
      retrospective valuations in connection with determining the fair value of
your common
      stock. That is, explain how you substantiated your enterprise value using
this fair value.
      In addition, provide us with a detailed analysis of how you considered
whether the goods
      or services received in the share-based payment transactions represent
the most readily
      determinable fair value. Clarify the portion of your disclosure that
indicates the shares
      were issued in exchange for open ended services that will be provided on
an as if needed
      basis. Explain why the full amount was expensed immediately. In this
regard, describe the
      terms of the arrangements with your employees and advisors including the
number of
      hours required and pay rate per hour. Describe the nature of the services
acquired and
 Lucas Sodr
VIVI HOLDINGS, INC.
May 22, 2019
Page 2
      indicate when these services are to be performed to earn the share-based
compensation.
2.    We note that you repurchased 200,000 common shares from your founder at
$3.00 per
      share on September 19, 2018. We further note that you repurchased 346,036
shares of
      common stock for $470,300 during the period ended December 31, 2017.
Please tell us
      how you considered these repurchase prices when determining the fair
value of your
      common stock on the various repurchase dates.
        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 Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Barbara Jacobs, Assistant Director, at (202)
551-3735 with any
other questions.



                                                          Sincerely,

FirstName LastNameLucas Sodr                              Division of
Corporation Finance
                                                          Office of Information
Technologies
Comapany NameVIVI HOLDINGS, INC.
                                                          and Services
May 22, 2019 Page 2
cc:       Bracha Pollack
FirstName LastName