UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9853 / June 23, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16529

In the Matter of

 the Registration Statement of

Visual Acumen, Inc.

432 Maple Hill Avenue

Newington, CT 06111-3419

Respondent.

ORDER MAKING FINDINGS AND 

SUSPENDING THE EFFECTIVENESS 

OF REGISTRATION STATEMENT 

PURSUANT TO SECTION 8(d) OF THE 

SECURITIES ACT OF 1933

I.

The Securities and Exchange Commission (the “Commission”) deems it 

appropriate and in the public interest to accept the Offer of Settlement (the “Offer”) 

submitted by Visual Acumen, Inc. (“Respondent”), pursuant to Rule 240(a) of the Rules of 

Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these 

proceedings initiated against Respondent on May 11, 2015, pursuant to Section 8(d) of the 

Securities Act of 1933 (the “Securities Act”).

II.

Solely for the purpose of these proceedings and any other proceedings brought by 

or on behalf of the Commission, or to which the Commission is a party, and without 

admitting or denying the findings herein, except as to the Commission’s jurisdiction over it 

and the subject matter of these proceedings, which are admitted, Respondent consents to 

the entry of this Order Making Findings and Suspending the Effectiveness of Registration 

Statement pursuant to Section 8(d) of the Securities Act of 1933 (the “Order”), as set forth 

below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

A. RESPONDENT

1. Respondent is a Florida corporation headquartered in Newington, 

Connecticut.

2. On February 5, 2014, Respondent filed a Form S-1 registration 

statement seeking to register the offer and sale of 3,000,000 common shares in a $33,000 

public offering. The registration statement was amended on May 1, 2014, and became

effective on May 9, 2014 (together, the “Registration Statement”).

B. MATERIAL UNTRUE STATEMENTS AND OMISSIONS

3. The Registration Statement includes untrue statements of material 

facts and omits to state material facts necessary to make the statements contained therein 

not misleading, for example:

a. The Registration Statement states that Respondent has a business 

plan to develop a process for extracting descriptive data from images, has “no plans to 

change our business activities or to combine with another business and [is] not aware of 

any events or circumstances that might cause us to change our plans.” These disclosures

are untrue and misleading because the business plan of Respondent, at all material times, 

was to combine with another business.

b. The Registration Statement states that Respondent “intends to use 

the proceeds from this offering to create the business and marketing plan.” These 

disclosures are untrue and misleading because Respondent used, and intended to use, all 

proceeds from the offering to pay professional and other fees related to Respondent’s 

public status, not for the purported business plan set forth in the Registration Statement.

c. The Registration Statement states that Respondent is “entirely 

dependent on the efforts of our sole officer and director,” who “is the only ‘parent’ or 

‘promoter’ of the company,” will exclusively make “[a]ll decisions regarding the 

management of the Company’s affairs,” and “will continue to control the operations of 

the Company” after the offering. These disclosures are untrue and misleading because 

Respondent has been dependent on and controlled by undisclosed control persons, 

parents and promoters.

d. The Registration Statement states that “[o]ur sole officer and 

director will sell the common stock upon effectiveness of this registration statement on a 

best efforts basis,” and “will be responsible to market and sell these securities.” These 

disclosures are untrue and misleading because Respondent’s sole officer and director has 
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had no responsibility for or involvement in the marketing and sale of the securities in the 

registered offering.

e. The Registration Statement states that “[i]t is our belief 

[Respondent’s sole officer and director] had such knowledge and experience in financial 

and business matters that he was capable of evaluating the merits and risks of the 

investment and therefore did not need the protections offered their [sic] shares under 

Securities and Act of 1933 [sic], as amended. [Respondent’s sole officer and director]

certified that he was purchasing the shares for their [sic] own accounts, with investment 

intent.” These disclosures are untrue and misleading because Respondent’s sole officer 

and director does not have the described knowledge or experience in financial or business 

matters, did not purchase the described shares, and did not make the described 

certification.

f. The Registration Statement claims that there was a capital 

contribution of $9,000 by Respondent’s sole officer and director on October 7, 2013. 

This disclosure is untrue and misleading because Respondent’s sole officer and director

did not make such capital contribution.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public 

interest to impose the sanction specified in Respondent’s Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 8(d) of the Securities 

Act, that the effectiveness of the May 9, 2014 Registration Statement filed by the 

Respondent is suspended.

For the Commission, by its Secretary pursuant to delegated authority.

Brent J. Fields

Secretary