SEC Company Response from GRASS QOZF, INC. (CIK 0001797087) — May 28, 2021
GRASS QOZF, INC. (CIK 0001797087)
Date: May 28, 2021 · CIK: 0001797087 · Accession: 0001683168-21-002275
AI Filing Summary & Sentiment
File numbers found in text: 024-11204
Referenced dates: April 23, 2021
Letter
Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Re: GRASS QOZF, Inc. Amendment No. 5 to Offering Statement on Form 1-A Filed April 16, File No. 024-11204
Dear Mr. Low:
We are in receipt of your letter dated April 23, 2021, setting forth certain comments to Amendment No. 5 to the Offering Statement on Form 1-A which was filed on April 16, 2021 by GRASS QOZF, Inc., a Nevada corporation (the “Company”). In response to your comments, the Company can provide you with the following information in response to your comments:
Amendment No. 5 to Offering Statement on Form 1-A
Index to Financial Statements, page F-1
1. Please revise your interim financial statements for the six months ended December 31, 2020 to include the corresponding period of the preceding fiscal year (i.e. July 24, 2019 to December 31, 2019). In addition, provide a statement in your notes to interim financial statements that in the opinion of management all adjustments necessary in order to make the interim financial statements not misleading have been included. Refer to Part F/S (b)(5) of Form 1-A.
RESPONSE: Concurrent with the filing herewith, the Company filed Amendment No. 6 to the Form 1-A which includes the amendments revisions to the interim financial statements for the six months ended December 31, 2020, as requested.
Page 2
2. We note your interim financial statements refer to accountants' compilation report. Compilation reports are not appropriate in any filings, because the association of the accountant provides no basis for reliance. Please revise to provide interim financial statements that comply with Article 8 of Regulation S-X. Refer to Part F/S (b)(5) and (c) of Form 1-A.
RESPONSE: Concurrent with the filing herewith, the Company filed Amendment No. 6 to the Form 1-A which eliminates the accountants’ complilation report, as requested.
We hereby acknowledge the Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please feel free to contact me if you have any questions on the responses to your comments.
Sincerely,
/s/ Brian Higley
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CORRESP
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BUSINESS LEGAL ADVISORS, LLC
14888 Auburn Sky Drive, Draper, UT 84020
(801) 634-1984
brian@businesslegaladvisor.com
Brian Higley
Attorney at Law
Licensed in Utah
May 28, 2021
Steve Lo, Staff Accountant
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
Washington, DC 20549
Re:
GRASS QOZF, Inc.
Amendment No.
5 to Offering Statement on Form 1-A
Filed April 16,
2021
File No. 024-11204
Dear Mr. Low:
We are in receipt of your
letter dated April 23, 2021, setting forth certain comments to Amendment No. 5 to the Offering Statement on Form 1-A which was filed on
April 16, 2021 by GRASS QOZF, Inc., a Nevada corporation (the “Company”). In response to your comments, the Company
can provide you with the following information in response to your comments:
Amendment No. 5 to Offering Statement on Form
1-A
Index to Financial Statements, page F-1
1. Please revise your interim financial statements for the six months ended December 31, 2020 to include
the corresponding period of the preceding fiscal year (i.e. July 24, 2019 to December 31, 2019). In addition, provide a statement in your
notes to interim financial statements that in the opinion of management all adjustments necessary in order to make the interim financial
statements not misleading have been included. Refer to Part F/S (b)(5) of Form 1-A.
RESPONSE: Concurrent with the filing
herewith, the Company filed Amendment No. 6 to the Form 1-A which includes the amendments revisions to the interim financial statements
for the six months ended December 31, 2020, as requested.
Page 2
2. We note your interim financial statements refer to accountants' compilation report. Compilation reports
are not appropriate in any filings, because the association of the accountant provides no basis for reliance. Please revise to provide
interim financial statements that comply with Article 8 of Regulation S-X. Refer to Part F/S (b)(5) and (c) of Form 1-A.
RESPONSE: Concurrent with the filing
herewith, the Company filed Amendment No. 6 to the Form 1-A which eliminates the accountants’ complilation report, as requested.
We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action
or absence of action by the staff.
Please feel free to contact
me if you have any questions on the responses to your comments.
Sincerely,
/s/ Brian Higley
Outside Legal Counsel
cc: Don Harmer, CEO