Correspondence 0001683168-24-000474 from MCI Income Fund VII, LLC (CIK 0001954416)
MCI Income Fund VII, LLC (CIK 0001954416)
Date: Jan. 26, 2024 · CIK: 0001954416 · Accession: 0001683168-24-000474
AI Filing Summary & Sentiment
File numbers found in text: 024-12073
Letter
Via EDGAR Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission Amendment No. 6 on Form 1-A Initially Filed November 18, 2022 File No. 024-12073 CIK: 0001954416
Dear Mr. Alper:
This letter is being submitted on behalf of MCI Income Fund VII, LLC, a Delaware limited liability company (the “Issuer”), in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in a letter (the “Comment Letter”) dated January 10, 2024 with respect to the Issuer’s Offering Statement on Form 1-A (File No. 024-12073), filed with the Commission on November 18, 2022; the First Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on January 5, 2023; the Second Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on March 23, 2023; the Third Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on June 21, 2023; the Fourth Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on November 13, 2023; and the Fifth Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on December 14, 2023 (together, the “Offering Statement”). This letter is being submitted contemporaneously with the filing of the sixth amendment of the Offering Statement (the “Sixth Amendment”) containing changes made in response to the Staff’s comments and for the purpose of updating and revising certain information in the Offering Statement. Certain capitalized terms set forth in this letter are used as defined in the Sixth Amendment.
For ease of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Issuer.
1) Please revise your interim financial statements to label them as unaudited. Refer to Part F/S(b)(2) of Form 1-A.
Issuer’s Response: The Issuer directs the Staff to the revised financial statements on pages F-2 through F-4 of the Sixth Amendment.
2) Please revise your interim financial statements to include a balance sheet as of the end of the preceding fiscal year, and statements of comprehensive income and statements of cash flows for the comparable period of the preceding fiscal year. Refer to Rule 8-03 of Regulation S-X.
Issuer’s Response: The Issuer directs the Staff to the revised financial statements on pages F-2 through F-4 of the Sixth Amendment.
3) Please amend your filing to include an audit report from your independent accountant that complies with the requirements of Article 2 of Regulation S-X. Refer to Part F/S(c)(1)(iii)of Form 1-A.
Issuer’s Response: The Issuer directs the Staff to the revised Independent Auditor’s Report on pages F-5 and F-6 of the Sixth Amendment.
4) We note that you have provided updated audited financial statements of MCI Development 1, LLC within this amendment, but the audit report date has not changed. Please have your independent accountant revise their audit report to reflect the date the report was issued, and please revise your filing to include a consent from your independent accountant with regards to your use of their report on the financial statements of MCI Development 1, LLC. Refer to Item 17(11) of Form 1-A.
Issuer’s Response: The Issuer directs the Staff to the revised date on the Independent Auditor’s Report on page F-13 of the Sixth Amendment. Two separate consents from the independent accountant for both the financial statements of MCI Income Fund VII, LLC and MCI Development 1, LLC were included with the Fifth Amendment as Exhibit 11(a). The Issuer directs the staff to these consents in response to the second request in this comment.
Sincerely,
/s/ Alexander Ashrafi
Show Raw Text
CORRESP
1
filename1.htm
Whiteford, Taylor & Preston L.L.P.
DELAWARE*
DISTRICT OF COLUMBIA
Two James Center
KENTUCKY
Alexander Ashrafi
1021 E. Cary Street
MARYLAND
Associate
Suite 1700
PENNSYLVANIA
Direct Line (804) 977-3303
Richmond, Virginia 23219
VIRGINIA
Direct Fax (804) 593-1374
Telephone (804) 977-3300
WWW.WHITEFORDLAW.COM
AAshrafi@whitefordlaw.com
Facsimile (804) 977-3299
(800) 987-8705
January 26, 2024
Via EDGAR
Ronald Alper
Division of Corporation Finance
Office of Real Estate & Construction
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
MCI Income Fund VII, LLC
Amendment No. 6 on Form 1-A
Initially Filed November 18, 2022
File No. 024-12073
CIK: 0001954416
Dear Mr. Alper:
This letter is being submitted
on behalf of MCI Income Fund VII, LLC, a Delaware limited liability company (the “Issuer”), in response to comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”) in a letter (the “Comment Letter”) dated January 10, 2024 with respect
to the Issuer’s Offering Statement on Form 1-A (File No. 024-12073), filed with the Commission on November 18, 2022; the First Amendment
to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on January 5, 2023; the Second Amendment to the Issuer’s
Offering Statement on Form 1-A/A, filed with the Commission on March 23, 2023; the Third Amendment to the Issuer’s Offering Statement
on Form 1-A/A, filed with the Commission on June 21, 2023; the Fourth Amendment to the Issuer’s Offering Statement on Form 1-A/A,
filed with the Commission on November 13, 2023; and the Fifth Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed
with the Commission on December 14, 2023 (together, the “Offering Statement”). This letter is being submitted contemporaneously
with the filing of the sixth amendment of the Offering Statement (the “Sixth Amendment”) containing changes made in
response to the Staff’s comments and for the purpose of updating and revising certain information in the Offering Statement. Certain
capitalized terms set forth in this letter are used as defined in the Sixth Amendment.
For ease of reference, the
Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned
in the Comment Letter, and is followed by the corresponding response of the Issuer.
1) Please revise your interim financial statements to label them as unaudited. Refer to Part
F/S(b)(2) of Form 1-A.
Issuer’s Response: The
Issuer directs the Staff to the revised financial statements on pages F-2 through F-4 of the Sixth Amendment.
2) Please revise your interim financial statements to include a balance sheet as of the end of the preceding fiscal year, and
statements of comprehensive income and statements of cash flows for the comparable period of the preceding fiscal year. Refer to Rule
8-03 of Regulation S-X.
Issuer’s Response: The
Issuer directs the Staff to the revised financial statements on pages F-2 through F-4 of the Sixth Amendment.
1
3) Please amend your filing to include an audit report from your independent
accountant that complies with the requirements of Article 2 of Regulation S-X. Refer to Part F/S(c)(1)(iii)of Form 1-A.
Issuer’s Response: The
Issuer directs the Staff to the revised Independent Auditor’s Report on pages F-5 and F-6 of the Sixth Amendment.
4) We note that you have provided updated audited
financial statements of MCI Development 1, LLC within this amendment, but the audit report date has not changed. Please have your independent
accountant revise their audit report to reflect the date the report was issued, and please revise your filing to include a consent from
your independent accountant with regards to your use of their report on the financial statements of MCI Development 1, LLC. Refer
to Item 17(11) of Form 1-A.
Issuer’s Response: The
Issuer directs the Staff to the revised date on the Independent Auditor’s Report on page F-13 of the Sixth Amendment. Two separate
consents from the independent accountant for both the financial statements of MCI Income Fund VII, LLC and MCI Development 1, LLC were
included with the Fifth Amendment as Exhibit 11(a). The Issuer directs the staff to these consents in response to the second request in
this comment.
Sincerely,
/s/ Alexander Ashrafi
Alexander Ashrafi
Associate
2