SEC Comment Letter 0000000000-24-007027 to MCI Income Fund VII, LLC (CIK 0001954416)
MCI Income Fund VII, LLC (CIK 0001954416)
Date: June 20, 2024 · CIK: 0001954416 · Accession: 0000000000-24-007027
AI Filing Summary & Sentiment
File numbers found in text: 024-12073
Letter
United States securities and exchange commission logo June 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. 10 to Offering Statement on Form 1-A Filed June 4, 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 May 20, 2024 letter. Amendment No. 10 to Offering Statement on Form 1-A filed June 4, 2024 Cover Page 1.Rule 253(b)(4) of Regulation A requires that you fix the volume of securities that you are qualifying in this offering. Please state the volume of Class A Bonds and Class B Bonds separately that you intend to qualify in this offering here and elsewhere as appropriate. MCI Income Fund VII, LLC Independent Auditors' Report, page F-2 2.Please have your independent auditor revise their report to properly identify and cover your financial statements for the year ended December 31, 2023.
FirstName LastNameArmin Afzalipour Comapany NameMCI Income Fund VII, LLC June 20, 2024 Page 2 FirstName LastName Armin Afzalipour MCI Income Fund VII, LLC June 20, 2024 Page 2 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 Pam Howell at 202-551-3357 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
June 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. 10 to Offering Statement on Form 1-A
Filed June 4, 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 May 20, 2024 letter.
Amendment No. 10 to Offering Statement on Form 1-A filed June 4, 2024
Cover Page
1.Rule 253(b)(4) of Regulation A requires that you fix the volume of securities that you are
qualifying in this offering. Please state the volume of Class A Bonds and Class B Bonds
separately that you intend to qualify in this offering here and elsewhere as appropriate.
MCI Income Fund VII, LLC
Independent Auditors' Report, page F-2
2.Please have your independent auditor revise their report to properly identify and cover
your financial statements for the year ended December 31, 2023.
FirstName LastNameArmin Afzalipour
Comapany NameMCI Income Fund VII, LLC
June 20, 2024 Page 2
FirstName LastName
Armin Afzalipour
MCI Income Fund VII, LLC
June 20, 2024
Page 2
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 Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Charles R. McCarthy