SEC Comment Letter 0000000000-24-008408 to Enviro.Farm Systems Inc (CIK 0002004528)
Enviro.Farm Systems Inc (CIK 0002004528)
Date: July 25, 2024 · CIK: 0002004528 · Accession: 0000000000-24-008408
AI Filing Summary & Sentiment
File numbers found in text: 024-12397
Letter
July 25, 2024 William Tooley Chief Executive Officer Enviro.Farm Systems Inc 18 Grant Street Plymouth, MA 02360 Re:Enviro.Farm Systems Inc Amendment No. 2 to Offering Statement on Form 1-A Filed July 15, 2024 File No. 024-12397 Dear William Tooley: We have reviewed your amended offering statement and have the following comment(s). Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 17, 2024 letter. Amendment No. 2 to Offering Statement on Form 1-A filed July 15, 2024 The subscription agreement..., page 6 1.We note your revisions in response to prior comment one. This risk factor discloses the location of the exclusive forum as state or federal courts located in Plymouth County, Massachusetts, but section 8(o) of Exhibit 4.1 refers only to actions or proceeding, including arbitrations, in that county. It does not state clearly that state or federal courts are the forums. Please revise the exhibit for consistency with this risk factor and to state explicitly that the provision applies to Securities Act claims. Please also tell us, with a view toward disclosure, what federal courts are located in Plymouth County, such that they would be included as an appropriate forum. Exhibits Please file an updated auditors' consent in the next amendment, as we note the current consent is dated May 30, 2024.2.
July 25, 2024 Page 2
Please contact Beverly Singleton at 202-551-3328 or Ernest Greene at 202-551-3733 if you have questions regarding comments on the financial statements and related matters. Please contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Arden Anderson, Esq.
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July 25, 2024
William Tooley
Chief Executive Officer
Enviro.Farm Systems Inc
18 Grant Street
Plymouth, MA 02360
Re:Enviro.Farm Systems Inc
Amendment No. 2 to Offering Statement on Form 1-A
Filed July 15, 2024
File No. 024-12397
Dear William Tooley:
We have reviewed your amended offering statement and have the following comment(s).
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 17, 2024 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed July 15, 2024
The subscription agreement..., page 6
1.We note your revisions in response to prior comment one. This risk factor discloses the
location of the exclusive forum as state or federal courts located in Plymouth County,
Massachusetts, but section 8(o) of Exhibit 4.1 refers only to actions or proceeding,
including arbitrations, in that county. It does not state clearly that state or federal courts
are the forums. Please revise the exhibit for consistency with this risk factor and to state
explicitly that the provision applies to Securities Act claims. Please also tell us, with a
view toward disclosure, what federal courts are located in Plymouth County, such that
they would be included as an appropriate forum.
Exhibits
Please file an updated auditors' consent in the next amendment, as we note the current
consent is dated May 30, 2024.2.
July 25, 2024
Page 2
Please contact Beverly Singleton at 202-551-3328 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Arden Anderson, Esq.