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                             February 28, 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.
                                                            Amendment No. 1 to
Registration Statement on Form 10-12G
                                                            Filed February 13,
2023
                                                            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. Unless we note otherwise, our
references to prior
       comments are to comments in our January 11, 2023 letter.

       Amendment No. 1 to Registration Statement on Form 10-12G filed February
13, 2023

       Item 1: Description of Business
       Disposal of MBF Ops., page 2

   1.                                                   We note your response
to comment 1 and partially reissue the comment. Please update
                                                        your description of the
disposal with the amount and type of outstanding liabilities of
                                                        MBF Ops. Inc. at the
time of divestiture.
       Item 2: Financial Information
       Material Contracts, page 23

   2.                                                   Please revise to
describe the convertible promissory note with Michael A. Littman. In this
                                                        regard, we note that it
appears the description of the note included in your Form 10-12G
                                                        filed December 15, 2022
was removed.
 Calvin D. Smiley, Sr.
VECTOR 21 HOLDINGS, INC.
February 28, 2023
Page 2
Item 10: Recent Sales of Unregistered Securities, page 40

3.    We note the disclosure about the possibility that you did not have an
exemption for the
      reorganization transactions and the resultant risks. Please provide clear
disclosure
      throughout each place you discuss the reorganization, and add risk factor
disclosures.
        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
February 28, 2023 Page 2
cc:       Christen Lambert
FirstName LastName