United States securities and exchange commission logo
January 11, 2023
Calvin D. Smiley, Sr.
Chief Executive Officer
VECTOR 21 HOLDINGS, INC.
9605 W. 49th Ave., #200
Wheat Ridge, CO 80033
Re: VECTOR 21 HOLDINGS,
INC.
Registration
Statement on Form 10-12G
Filed December 15,
2022
File No. 000-56418
Dear Calvin D. Smiley:
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.
Registration Statement on Form 10-12G filed December 15, 2022
Disposal of MBF Ops., page 2
1. Please update your
description of the disposal with the amount and type of outstanding
liabilities of MBF Ops.
Inc. at the time of divestiture and the value of the 50,000 shares of
your common stock
issued to MBF Ops, Inc. Please also clearly disclose whether there
are any potential risks
to the company associated with this disposition of the debt through
the sale of MBF Ops.
and whether the debt holders could potentially bring claims against
the company,
notwithstanding the disposition of the assets through the sale of MBF Ops.
Item 1A. Risk Factors, page 8
2. Please revise the risk
factors relating to Rule 144 on pages 15 and 16 to clearly reflect that
you are currently a
shell company and thus Rule 144 is not currently available for resales.
We note your page 16
risk factor, "The Rule 144 Resale Exemption is Not Available for
Calvin D. Smiley, Sr.
FirstName LastNameCalvin D. Smiley, Sr.
VECTOR 21 HOLDINGS, INC.
Comapany
January 11,NameVECTOR
2023 21 HOLDINGS, INC.
January
Page 2 11, 2023 Page 2
FirstName LastName
Our Company." However, this risk factor appears to include disclosure
addressing
whether the issuance of securities in the reorganization and disposal
of MBF Ops. was
exempt from registration. Please revise or advise as appropriate.
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Year Ended June 30, 2022 Compared to June 30,
2021, page 21
3. We note your reference to the period from March 5, 2021 (Inception)
to June 30, 2021
in the discussions of operating results and cash flows on pages 21-23.
Please revise to
discuss results for the full year. Also revise the table on page 23 to
reflect the periods and
amounts reported in the Statement of Cash Flows on page F-20.
4. Please revise to break out the material components of the $39,794 in
general and
administrative expenses incurred during the year ended June 30, 2022.
In this regard, we
note that general and administrative expenses increased by $36,084
from the year ended
June 30, 2021 to the year ended June 30, 2022. In addition, we note
that general and
administrative expenses for the next twelve months according to your
intended budget are
$6,000. Please also revise, as appropriate, to the extent the increase
in general and
administrative expenses is a material event or uncertainty and to the
extent management
believes the increase indicates a trend. Refer to Item 303 of
Regulation S-K.
Item 5. Directors and Executive Officers, page 27
5. Please revise your disclosure on pages 30-34 to disclose whether any
of these companies
registered any offerings under the Securities Act. In addition, please
revise to ensure that
all prior involvement of your directors and executive officers with
blank check companies
during the past five years is disclosed. In this regard, we note that
your Form 10-12G
filed June 1, 2022 disclosed prior involvement with Canning Street
Corp., Fuquan
International, Annabidiol, Inc., and TPT Strategic, Inc.
Item 7. Certain Relationships and Related Transactions, page 36
6. Please revise to include disclosure regarding the convertible
promissory note with Legacy
Technology Holdings Inc. given the affiliation of the company's
officers and directors
with Legacy.
Item 10. Recent Sales of Unregistered Securities, page 38
7. Please revise to provide the disclosure required by Item 701 of
Regulation S-K for the
reverse stock split and the forward stock split. We note your
disclosure regarding CFR
229.701. However, it is unclear if such disclosure is intended to
apply to the reverse stock
split as well. In addition, the disclosure does not provide all of the
information required
by Item 701. Lastly, we note the disclosure added on page 3 that the
reverse and forward
stock splits were not sales within Section 2(a)(3) of the Securities
Act. Please remove
such statements or provide the basis for your determination that these
transactions are not
Calvin D. Smiley, Sr.
VECTOR 21 HOLDINGS, INC.
January 11, 2023
Page 3
sales. Consider instead whether the exemption under Section 3(a)(9)
relating to the
exchange of securities would apply to these sales of securities.
8. Please revise to provide the disclosure required by Item 701 of
Regulation SK for the
issuance of securities in the reorganization and disposal of MBF Ops., as
referenced on
pages 1-2 and in note one to the financial statements. When viewed
together with the
disposition, the overall transaction changed the nature of the
shareholders investment, as
it removed the debt of Momentum Biofuels, Inc., the predecessor. It
appears that the
reorganization and the resulting change in the nature of the shareholders
investment
would constitute a sale under Section 2(a)(3) of the Securities
Act. For guidance, please
see Section 203.02 of our Compliance and Disclosure Interpretations
(Securities Act
Sections), which is available on our website. Please provide your
analysis with specific
facts regarding the reorganization. Alternatively, tell us the section of
the Securities Act
or the rule of the Commission under which exemption from registration was
claimed and
state the facts relied upon to make the exemption available.
General
9. Please reconcile your disclosure regarding the 50,000 shares of your
common stock issued
in 2021. In this regard, we note that page 22 and page 38 state that such
shares were
issued to the company's wholly owned subsidiary. However, the notes to
the financial
statements on pages F-26 and F-29 state that such shares were issued to
the purchaser of
MBF Ops., Inc. Please revise or advise as appropriate.
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 Frank Knapp at 202-551-3805 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
FirstName LastNameCalvin D. Smiley, Sr.
Division of
Corporation Finance
Comapany NameVECTOR 21 HOLDINGS, INC.
Office of Real
Estate & Construction
January 11, 2023 Page 3
cc: Christen Lambert
FirstName LastName