Correspondence 0001062993-22-024427 from Greenbriar Capital Corp. (GEBRF) (CIK 0001570843) (GEBRF)
Greenbriar Capital Corp. (GEBRF) (CIK 0001570843)
Date: Dec. 22, 2022 · CIK: 0001570843 · Accession: 0001062993-22-024427
AI Filing Summary & Sentiment
File numbers found in text: 000-56391
Referenced dates: February 27, 2022
Letter
Via EDGAR Correspondence United States Securities and Exchange Commission Washington, D.C. 20549 United States of America Attention: Division of Corporation Finance Office of Real Estate & Construction
Dear Sirs/Mesdames:
Re: Greenbriar Capital Corp. Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2021 Filed May 17, 2022 SEC File No. 000-56391
We are counsel for and write on behalf of Greenbriar Capital Corp. (the "Company") in response to the Staff's oral comment of December 21, 2022 (the "Staff Comment") with respect to the Company's annual report on Form 20-F (the "Annual Report"), as filed with the United States Securities and Exchange Commission (the "Commission") on May 17, 2022.
The Company acknowledges that in the Staff's letter dated February 27, 2022 with respect to the Company's registration statement on Form 20-FR12G (the "Registration Statement"), as originally filed with the Commission on January 28, 2022, Staff commented as follows:
Property Held for Development and Sale, page 65
19. We note that capitalized costs include costs of conversion and other costs related to development. Please tell us and expand your disclosures to discuss the types of expenses that are potentially capitalized as a part of conversion and what other development costs are capitalized such as possibly interest, taxes, salaries, and other general and administrative expenses. Your discussion should also address the periods of capitalization, which would include when the capitalization period begins and ends.
McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084 Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca
December 22, 2022 Page 2
The Company caused Amendment No. 1 to the Registration Statement (the "Amended Registration Statement") to be filed with the Commission on March 28, 2022. In response to the foregoing Staff comment, the disclosure under the heading "Property held for development and sale" contained in note 3 ("Significant Accounting Policies") to the Company's audited consolidated financial statements for the years ended December 31, 2020 and 2019, as included in the Amended Registration Statement, was amended to include the types of capitalized costs and period of when these costs are capitalized.
The Company acknowledges that, through inadvertence, it did not include similar enhanced disclosure under the heading "Property held for development and sale" in note 3 ("Significant Accounting Policies") to the Company's audited consolidated financial statements for the years ended December 31, 2021 and 2020, as included in the Annual Report.
In response to the Staff Comment, the Company confirms that it will ensure that all disclosure included in all future filings that the Company makes with the Commission will comply in all material respects with all comments and correspondence received from Staff.
Should the Commission have any further comments or questions arising from any of the above responses, please do not hesitate to contact the writer at (604) 691-7493 at any time.
Yours truly,
/s/ Herbert I. Ono
Herbert (Herb) I. Ono
Co-Chair, U.S. Securities Practice
for McMillan LLP
Encl.
cc: Jeffrey Ciachurski Chief Executive Officer Greenbriar Capital Corp.
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CORRESP
1
filename1.htm
Greenbriar Capital Corp.: CORRESP - Filed by newsfilecorp.com
Reply to the Attention of
Herbert I. Ono
Direct Line
(604) 691-7493
Direct Fax
(604) 893-2398
Email Address
herbert.ono@mcmillan.ca
Our File No.
274756
Date
December 22, 2022
Via EDGAR Correspondence
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Attention: Division of Corporation Finance
Office of Real Estate & Construction
Dear Sirs/Mesdames:
Re: Greenbriar Capital Corp.
Annual Report on Form 20-F
for the Fiscal Year Ended December 31, 2021
Filed May 17, 2022
SEC File No. 000-56391
We are counsel for and write on behalf of Greenbriar Capital Corp. (the "Company") in response to the Staff's oral comment of December 21, 2022 (the "Staff Comment") with respect to the Company's annual report on Form 20-F (the "Annual Report"), as filed with the United States Securities and Exchange Commission (the "Commission") on May 17, 2022.
The Company acknowledges that in the Staff's letter dated February 27, 2022 with respect to the Company's registration statement on Form 20-FR12G (the "Registration Statement"), as originally filed with the Commission on January 28, 2022, Staff commented as follows:
Property Held for Development and Sale, page 65
19. We note that capitalized costs include costs of conversion and other costs related to development. Please tell us and expand your disclosures to discuss the types of expenses that are potentially capitalized as a part of conversion and what other development costs are capitalized such as possibly interest, taxes, salaries, and other general and administrative expenses. Your discussion should also address the periods of capitalization, which would include when the capitalization period begins and ends.
McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce
Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca
December 22, 2022
Page 2
The Company caused Amendment No. 1 to the Registration Statement (the "Amended Registration Statement") to be filed with the Commission on March 28, 2022. In response to the foregoing Staff comment, the disclosure under the heading "Property held for development and sale" contained in note 3 ("Significant Accounting Policies") to the Company's audited consolidated financial statements for the years ended December 31, 2020 and 2019, as included in the Amended Registration Statement, was amended to include the types of capitalized costs and period of when these costs are capitalized.
The Company acknowledges that, through inadvertence, it did not include similar enhanced disclosure under the heading "Property held for development and sale" in note 3 ("Significant Accounting Policies") to the Company's audited consolidated financial statements for the years ended December 31, 2021 and 2020, as included in the Annual Report.
In response to the Staff Comment, the Company confirms that it will ensure that all disclosure included in all future filings that the Company makes with the Commission will comply in all material respects with all comments and correspondence received from Staff.
Should the Commission have any further comments or questions arising from any of the above responses, please do not hesitate to contact the writer at (604) 691-7493 at any time.
Yours truly,
/s/ Herbert I. Ono
Herbert (Herb) I. Ono
Co-Chair, U.S. Securities Practice
for McMillan LLP
Encl.
cc: Jeffrey Ciachurski
Chief Executive Officer
Greenbriar Capital Corp.