Correspondence 0001493152-24-029553 from Enviro.Farm Systems Inc (CIK 0002004528)
Enviro.Farm Systems Inc (CIK 0002004528)
Date: July 30, 2024 · CIK: 0002004528 · Accession: 0001493152-24-029553
AI Filing Summary & Sentiment
File numbers found in text: 024-12397
Referenced dates: July 25, 2024
Letter
Re:
July 30, 2024
Patrick Fullem
Office of Manufacturing
Division of Corporation Finance
Enviro.Farm Systems Inc.
Offering Statement on Form 1-AA
Filed July 15, 2024
File No. 024-12397
Mr. Fullem:
Please see below for responses to the Division’s letter dated July 25, 2024, regarding the above captioned matter. All questions have been addressed in Amendment No. 3 to the Offering Statement on Form 1-A, filed July 30, 2024 (“Amendment”), as further herein detailed.
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.
We have deleted the forum selection clause within the subscription agreement and the related disclosure in the 1-A.
2. Please file an updated auditors’ consent in the next amendment, as we note the current consent is dated May 30, 2024.
We have included an updated auditors’ consent in Exhibit 11.1.
We appreciate your time and attention in this matter.
Sincerely,
/s/
Dodson Robinette PLLC
Show Raw Text
CORRESP
1
filename1.htm
July
30, 2024
Patrick
Fullem
Office
of Manufacturing
Division
of Corporation Finance
Re:
Enviro.Farm
Systems Inc.
Offering
Statement on Form 1-AA
Filed
July 15, 2024
File
No. 024-12397
Mr.
Fullem:
Please
see below for responses to the Division’s letter dated July 25, 2024, regarding the above captioned matter. All questions have
been addressed in Amendment No. 3 to the Offering Statement on Form 1-A, filed July 30, 2024 (“Amendment”), as further herein
detailed.
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.
We
have deleted the forum selection clause within the subscription agreement and the related disclosure in the 1-A.
2.
Please
file an updated auditors’ consent in the next amendment, as we note the current consent
is dated May 30, 2024.
We
have included an updated auditors’ consent in Exhibit 11.1.
We
appreciate your time and attention in this matter.
Sincerely,
/s/
Dodson Robinette PLLC