SEC Comment Letter 0000000000-24-001448 to MCI Income Fund VII, LLC (CIK 0001954416)
MCI Income Fund VII, LLC (CIK 0001954416)
Date: Feb. 6, 2024 · CIK: 0001954416 · Accession: 0000000000-24-001448
AI Filing Summary & Sentiment
File numbers found in text: 024-12073
Letter
United States securities and exchange commission logo February 6, 2024 Armin Afzalipour Co-President MCI Income Fund VII, LLC 2101 Cedar Springs, Suite 700 Dallas, Texas 75201 Re:MCI Income Fund VII, LLC Amendment No. 6 to Offering Statement on Form 1-A Filed January 26, 2024 File No. 024-12073 Dear Armin Afzalipour: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 10, 2024 letter. Amendment No. 6 to Offering Statement on Form 1-A filed January 26, 2024 Interim Financial Statements, page F-2 1.Please revise your interim financial statements to include statements of comprehensive income and statements of cash flows for the comparable period of the preceding fiscal year (i.e., the period from August 26, 2022 (Inception) through September 30, 2022) and to include the footnote disclosures required by GAAP. Refer to Rule 8-03 of Regulation S-X. Signatures, page 70 2.Please revise your signatures page to include the statement “This offering statement has been signed by the following persons in the capacities and on the dates indicated” above the appropriate signatures. See the Signatures section of Form 1-A for guidance.
FirstName LastNameArmin Afzalipour Comapany NameMCI Income Fund VII, LLC February 6, 2024 Page 2 FirstName LastName Armin Afzalipour MCI Income Fund VII, LLC February 6, 2024 Page 2 Please contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Robert R. Kaplan, Jr.
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United States securities and exchange commission logo
February 6, 2024
Armin Afzalipour
Co-President
MCI Income Fund VII, LLC
2101 Cedar Springs, Suite 700
Dallas, Texas 75201
Re:MCI Income Fund VII, LLC
Amendment No. 6 to
Offering Statement on Form 1-A
Filed January 26, 2024
File No. 024-12073
Dear Armin Afzalipour:
We have reviewed your amended offering statement and have the following comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 10, 2024 letter.
Amendment No. 6 to Offering Statement on Form 1-A filed January 26, 2024
Interim Financial Statements, page F-2
1.Please revise your interim financial statements to include statements of comprehensive
income and statements of cash flows for the comparable period of the preceding fiscal
year (i.e., the period from August 26, 2022 (Inception) through September 30, 2022) and
to include the footnote disclosures required by GAAP. Refer to Rule 8-03 of Regulation
S-X.
Signatures, page 70
2.Please revise your signatures page to include the statement “This offering statement has
been signed by the following persons in the capacities and on the dates indicated” above
the appropriate signatures. See the Signatures section of Form 1-A for guidance.
FirstName LastNameArmin Afzalipour
Comapany NameMCI Income Fund VII, LLC
February 6, 2024 Page 2
FirstName LastName
Armin Afzalipour
MCI Income Fund VII, LLC
February 6, 2024
Page 2
Please contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Robert R. Kaplan, Jr.