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United States securities and exchange commission logo
June 14, 2023
Steve Carnes
Chief Executive Officer
GEMZ Corp. NV
2180 N. Park Avenue, Suite 200
Winter Park, FL 32789
Re:GEMZ Corp. NV
Offering Statement on Form 1-A
Amendment filed May 22, 2023
File No. 024-12239
Dear Steve Carnes:
             We have reviewed your offering statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment 1 to Offering Statement on Form 1-A submitted May 22, 2023
Offering Circular Cover Page, page i
1.Please reconcile the range of proceeds to the company based upon the price range.  The
maximum is inconsistent with the maximum price per share.
Item 6. Use of Proceeds to Issuer, page 14
2.Please disclose whether or not the proceeds will be used to compensate or otherwise make
payments to officers or directors.

 FirstName LastNameSteve Carnes
 Comapany NameGEMZ Corp. NV
 June 14, 2023 Page 2
 FirstName LastName
Steve Carnes
GEMZ Corp. NV
June 14, 2023
Page 2
Item 9. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 22
3.Please provide additional discussion of your anticipated sources of financing of your
administrative operations, in light of your auditor's going concern opinion and in light of
the increased expenses associated with the acquisition of BadgerBloX.
Secuity Ownership of Certain Beneficial Owners and Management, page 30
4.We note the disclosure in footnote 4 that the single share of Special 2021 Series A
Preferred Stock may be converted, at any time, into 1,000,000,000 shares of common
stock.  Please revise Mr. Carnes' beneficial ownership of common stock to reflect the
conversion, as required by Item 403 of Regulation S-K, as referenced in Rule
13d–3(d)(1) of the Exchange Act.
Signatures, page S-1
5.Please include the signature of the principal accounting officer, as required by Instruction
1 to the Signatures of Form 1-A.
Exhibits
6.Please file the agreement setting forth the terms of the Special 2021 Series A Preferred
Stock.
7.Please reconcile the reference in the legality opinion to the offer of 350,000,000 shares of
commons stock with the offering circular, which references 750,000,000 shares of
common stock.
General
8.We note the statement on page 23 that "effective with our acquisition of BadgerBloX on
March 20, 2023, our company ceased to be a “shell company.”  Given the financial
statements for BadgerBloX as of March 20, 2023 reflect no assets and no revenues, please
remove this statement, as you appear to continue to be a shell company, or provide a
detailed analysis as to why you no longer meet the definition of shell company in Rule
405 of Regulation C.  Please revise to disclose the impact of being a shell company has
upon the company and investors.  In addition, please provide clear disclosure in the
summary and in the business section that BadgerBloX has not had operations to date and
has not any generated revenues.  Please also revise to clearly disclose what business, if
any, is operational.  Please expand the business section to clearly disclose the plan of
operations, including the estimated costs and timing to become operational.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its

 FirstName LastNameSteve Carnes
 Comapany NameGEMZ Corp. NV
 June 14, 2023 Page 3
 FirstName LastName
Steve Carnes
GEMZ Corp. NV
June 14, 2023
Page 3
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Rakip at 202-551-3573 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Eric Newlan