SEC Comment Letter 0000000000-22-014020 to Gemxx Corp. (GEMZ) (CIK 0001104023)
Gemxx Corp. (GEMZ) (CIK 0001104023)
Date: Dec. 30, 2022 · CIK: 0001104023 · Accession: 0000000000-22-014020
AI Filing Summary & Sentiment
File numbers found in text: 024-11922
Letter
United States securities and exchange commission logo December 30, 2022 Jay Maull President, CEO and Chairman Gemxx Corp. 2300 West Sahara Avenue, Suite 800 Las Vegas, NV 89102 Re:Gemxx Corp. Amendment No. 4 to Offering Statement on Form 1-A Filed December 16, 2022 File No. 024-11922 Dear Jay Maull: We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 4 to Offering Statement on Form 1-A filed December 16, 2022 Security Ownership of Management & Certain Securityholders, page 29 1.You currently provide beneficial ownership as of June 15, 2022. Please update to provide the information specified in Item 12(b) as of the most recent practicable date. Unaudited Financial Statements For The Three-Months Ended September 30, 2022 And 2021, page F-1 2.Please provide interim statements of comprehensive income and cash flows which cover at least the first six months of your fiscal year and the corresponding period of the preceding fiscal year. See Part F/S(b)(5) of Form 1-A. Also provide corresponding disclosure covering the interim periods in your Management's Discussion and Analysis at page 25.
FirstName LastNameJay Maull Comapany NameGemxx Corp. December 30, 2022 Page 2 FirstName LastName Jay Maull Gemxx Corp. December 30, 2022 Page 2
You may contact John Coleman, Mining Engineer, at (202) 551-3610 if you have questions regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Matthew McMurdo
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United States securities and exchange commission logo
December 30, 2022
Jay Maull
President, CEO and Chairman
Gemxx Corp.
2300 West Sahara Avenue, Suite 800
Las Vegas, NV 89102
Re:Gemxx Corp.
Amendment No. 4 to Offering Statement on Form 1-A
Filed December 16, 2022
File No. 024-11922
Dear Jay Maull:
We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Offering Statement on Form 1-A filed December 16, 2022
Security Ownership of Management & Certain Securityholders, page 29
1.You currently provide beneficial ownership as of June 15, 2022. Please update to provide
the information specified in Item 12(b) as of the most recent practicable date.
Unaudited Financial Statements For The Three-Months Ended September 30, 2022 And 2021,
page F-1
2.Please provide interim statements of comprehensive income and cash flows which
cover at least the first six months of your fiscal year and the corresponding period of the
preceding fiscal year. See Part F/S(b)(5) of Form 1-A. Also provide corresponding
disclosure covering the interim periods in your Management's Discussion and Analysis at
page 25.
FirstName LastNameJay Maull
Comapany NameGemxx Corp.
December 30, 2022 Page 2
FirstName LastName
Jay Maull
Gemxx Corp.
December 30, 2022
Page 2
You may contact John Coleman, Mining Engineer, at (202) 551-3610 if you have
questions regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at
(202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Matthew McMurdo