SEC Comment Letter 0000000000-23-008095 to GEMZ Corp. NV (GMZP) (CIK 0001973160) (GMZP)
GEMZ Corp. NV (GMZP) (CIK 0001973160)
Date: July 28, 2023 · CIK: 0001973160 · Accession: 0000000000-23-008095
AI Filing Summary & Sentiment
File numbers found in text: 024-12239
Letter
United States securities and exchange commission logo July 28, 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 July 14, 2023 File No. 024-12239 Dear Steve Carnes: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our July 10, 2023 letter. Amended Form 1-A filed July 14, 2023 General 1.We partially reissue comment 1. Please clearly disclose in the risk factor on page 4 that any securities sold in this offering can be resold "only" through an effective resale registration statement under the Securities Act of 1933 or an available exemption from registration. 2.We partially reissue comment 2. Please revise the disclosure in the first risk factor on page 5 to further elaborate upon:
•when the OTC Markets will consider removal of a company's shell risk designation and what factors OTC Markets will consider in evaluating such requests;
FirstName LastNameSteve Carnes Comapany NameGEMZ Corp. NV July 28, 2023 Page 2 FirstName LastName Steve Carnes GEMZ Corp. NV July 28, 2023 Page 2
•what constitutes a “shell risk” company for purposes of the OTC Markets, including the financial and other characteristics of a shell company; and
•the implications of the OTC Markets’ designation of the company as a “shell risk” company for investors who purchase shares in this offering, including being eligible for unsolicited quotes only.
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
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United States securities and exchange commission logo
July 28, 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 July 14, 2023
File No. 024-12239
Dear Steve Carnes:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our July 10, 2023 letter.
Amended Form 1-A filed July 14, 2023
General
1.We partially reissue comment 1. Please clearly disclose in the risk factor on page 4
that any securities sold in this offering can be resold "only" through an effective resale
registration statement under the Securities Act of 1933 or an available exemption from
registration.
2.We partially reissue comment 2. Please revise the disclosure in the first risk factor on
page 5 to further elaborate upon:
•when the OTC Markets will consider removal of a company's shell risk designation
and what factors OTC Markets will consider in evaluating such requests;
FirstName LastNameSteve Carnes
Comapany NameGEMZ Corp. NV
July 28, 2023 Page 2
FirstName LastName
Steve Carnes
GEMZ Corp. NV
July 28, 2023
Page 2
•what constitutes a “shell risk” company for purposes of the OTC Markets, including
the financial and other characteristics of a shell company; and
•the implications of the OTC Markets’ designation of the company as a “shell risk”
company for investors who purchase shares in this offering, including being eligible
for unsolicited quotes only.
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