SEC Comment Letter 0000000000-24-005847 to MCI Income Fund VII, LLC (CIK 0001954416)
MCI Income Fund VII, LLC (CIK 0001954416)
Date: May 20, 2024 · CIK: 0001954416 · Accession: 0000000000-24-005847
AI Filing Summary & Sentiment
File numbers found in text: 024-12073
Letter
United States securities and exchange commission logo May 20, 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. 9 to Offering Statement on Form 1-A Filed April 23, 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. Amendment No. 9 to Offering Statement on Form 1-A filed April 23, 2024 Track Record of Our Sponsor, page 64 1.We note references to September 30, 2022, throughout this section of the offering circular. Please revise to update your disclosure to a more recent practicable date. Independent Auditors, page 70 2.Please amend to update the information herein to reflect the updated audited financial statements as of and for the fiscal year ended December 31, 2023 for both MCI Income Fund VII, LLC and MCI Development 1, LLC. Additionally, amend your offering circular to provide an updated auditor's consent regarding the updated audited financial statements of MCI Development 1, LLC and related independent auditor's report. MCI Development 1, LLC Financial Statements, page F-10 3.Please amend to provide updated audited financial statements of MCI Development 1,
FirstName LastNameArmin Afzalipour Comapany NameMCI Income Fund VII, LLC May 20, 2024 Page 2 FirstName LastName Armin Afzalipour MCI Income Fund VII, LLC May 20, 2024 Page 2 LLC as of and for the fiscal year ended December 31, 2023. Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 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: Charles R. McCarthy
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United States securities and exchange commission logo
May 20, 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. 9 to Offering Statement on Form 1-A
Filed April 23, 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.
Amendment No. 9 to Offering Statement on Form 1-A filed April 23, 2024
Track Record of Our Sponsor, page 64
1.We note references to September 30, 2022, throughout this section of the offering circular.
Please revise to update your disclosure to a more recent practicable date.
Independent Auditors, page 70
2.Please amend to update the information herein to reflect the updated audited financial
statements as of and for the fiscal year ended December 31, 2023 for both MCI Income
Fund VII, LLC and MCI Development 1, LLC. Additionally, amend your offering
circular to provide an updated auditor's consent regarding the updated audited financial
statements of MCI Development 1, LLC and related independent auditor's report.
MCI Development 1, LLC Financial Statements, page F-10
3.Please amend to provide updated audited financial statements of MCI Development 1,
FirstName LastNameArmin Afzalipour
Comapany NameMCI Income Fund VII, LLC
May 20, 2024 Page 2
FirstName LastName
Armin Afzalipour
MCI Income Fund VII, LLC
May 20, 2024
Page 2
LLC as of and for the fiscal year ended December 31, 2023.
Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 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: Charles R. McCarthy