Correspondence 0001683168-23-005150 from GEMZ Corp. NV (GMZP) (CIK 0001973160) (GMZP)
GEMZ Corp. NV (GMZP) (CIK 0001973160)
Date: July 28, 2023 · CIK: 0001973160 · Accession: 0001683168-23-005150
AI Filing Summary & Sentiment
File numbers found in text: 024-12239
Referenced dates: July 28, 2023
Letter
Office of Real Estate and Construction Division of Corporation Finance Securities and Exchange Commission Re: GEMZ Corp. NV Offering Statement on Form 1-A Amendment filed July 14, 2023 SEC File No. 024-12239
Dear Ms. Paulemon:
This is in response to the letter of comment of the Staff dated July 28, 2023, relating to the captioned Amendment to Offering Statement on Form 1-A of GEMZ Corp. NV (the “Company”).
Amended Form 1-A filed July 14,
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.
Please be advised that the subject risk factor has been revised, in response to this comment.
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;
· 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.
Please be advised that the subject risk factor has been revised, in response to this comment.
_______________________
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.
Sincerley,
NEWLAN LAW FIRM, PLLC
By: /s/ Eric Newlan
Eric Newlan Managing Member
cc: GEMZ Corp. NV
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NEWLAN LAW FIRM, PLLC
2201 Long Prairie Road, Suite 107-762
Flower Mound, Texas 75022
July 28, 2023
Pearlyne Paulemon
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 July 14, 2023
SEC File No. 024-12239
Dear Ms. Paulemon:
This is in response to the
letter of comment of the Staff dated July 28, 2023, relating to the captioned Amendment to Offering Statement on Form 1-A of GEMZ Corp.
NV (the “Company”).
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.
Please be advised that the subject risk factor
has been revised, in response to this comment.
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;
· 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.
Please be advised that the subject risk factor
has been revised, in response to this comment.
_______________________
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.
Sincerley,
NEWLAN LAW FIRM, PLLC
By:
/s/ Eric Newlan
Eric Newlan
Managing Member
cc: GEMZ
Corp. NV