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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

June 30, 2023

Mark Rakip

Office of Real Estate and Construction

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  GEMZ
Corp. NV

  Offering Statement on Form 1-A

  Amendment filed June 21, 2023

  SEC File No. 024-12239

Dear Mr. Rakip:

This is in response to the
letter of comment of the Staff dated June 27, 2023, relating to the captioned Offering Statement on Form 1-A of GEMZ Corp. NV (the “Company”).

Amended Offering Statement on Form 1-A filed
June 21, 2023

General

1.       We
reissue comment 8. We continue to note your belief that you are no longer a shell company. Given the financial statements for BadgerBloX
as of March 20, 2023 reflect no assets and no revenues and the minimal operations to date, please revise the disclosure throughout the
offering circular, 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.

Effective on the date of the Company’s acquisition
of BadgerBloX, the Company began no longer to identify itself as a “shell company,” as discussed below.

The SEC, in Release No. 33-8869, defines a “shell
company” to mean a registrant, other than an asset-backed issuer, that has:

(A)           No
or nominal operations; and

(B)           Either:

(1)            No or nominal
assets;

(2)            Assets
consisting solely of cash and cash equivalents; or

(3)            Assets
consisting of any amount of cash and cash equivalents and nominal other assets; or

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This does not include a development stage company
pursuing an actual business, a business combination related shell company, as defined in Rule 405, or an asset-backed issuer, as defined
in Item 1101(b) of Regulation S-K.

With the acquisition of BadgerBloX, the Company
exited shell-company status and became a development-stage company, in that it adopted, and has since begun to implement, the specific
business plan of BadgerBloX.

Were the Company not considered a development
stage company, it would still not be considered to be a shell company. The definition above uses the conjunction “and” after
(A) above, thus, a company must have “no or nominal operations” before the analysis proceeds to “no or nominal assets”
and the other items in (B). That is to say, if a company can establish that it has more than nominal operations, it cannot be considered
a shell company as defined in Release No. 33-8869. It is true, however, that this task can be a difficult proposition for a company in
the early stages of development that has not yet generated revenues.

During the comment period ahead of Release No.
33-8869, several commenters expressed concerns that the definition of a shell company set forth above would capture virtually every company
during its start-up phase and that the definition was, therefore, too broad. The SEC specifically addressed these comments in footnote
172 to Release No. 33-8869, which stated, in pertinent part:

Contrary to commenters’ concerns, Rule
144(i)(1)(i) is not intended to capture a “startup company,” or in other words, a company with a limited operating history,
in the definition of a reporting or non-reporting shell company, as we believe that such a company does not meet the condition of having
“no or nominal operations.”

In analyzing a startup company’s business
activities during its “limited operating history” to determine whether such company has engaged in activities that are, at
a minimum, greater than “no or nominal operations,” it is necessary to review a company’s business-related actions.
As this relates to the Company, its BadgerBloX-related actions, have included:

 · Incurring $20,000 in debt the acquisition
of BadgerBloX

 · Completed acquisition of BadgerBloX

 · Incurring an additional $15,000 in debt
with which to pay for expenses related to BadgerBloX’s business development efforts.

 · Secured the services two management
personnel to operate BadgerBloX

 · Actively engaged in product design efforts

 · Actively sourcing of outside vendors
for building materials

 · Actively seeking pre-orders for custom
builds of products (none to date, however)

 · BadgerBloX believes it has cleared all
local permitting requirements that will permit it to lease its manufacturing facility.

 · BadgerBloX is in the final (internal)
process towards completing the design of proprietary methods and techniques for constructing its container conversion products (it is
expected that the Company will seek patent protection for such intellectual property, though no final determination has been made in
this regard.

Since its acquisition BadgerBloX, and in light
of the existing turmoil in the capital markets, the Company has followed a disciplined, careful approach to developing the business plan
of BadgerBloX. A part of this strategy is to incur only such debt as may be necessary to execute on the BadgerBloX business plan. The
Company believes this philosophy will provide it the best opportunity for the successful execution of the BadgerBloX business plan.

Based on the foregoing analysis, the Company believes
that it is, at this time, a “development stage company” and no longer meets the definition of a “shell company.”

_______________________

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We believe that this filing
is now in order for qualification.

Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

Thank you for your attention
in this matter.

  Sincerely,

  NEWLAN LAW FIRM, PLLC

  By: /s/ Eric Newlan

  Eric Newlan

  Managing Member

cc: GEMZ Corp. NV

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