March 15, 2022
Attorney Stacey Gorman
Division of Corporation Finance
Office of Real Estate & Construction
Securities and Exchange Commission
Re: Fernhill Corp
Amendment No. 5 to Offering Statement on Form 1-A Filed February 25, 2022
File No. 024-11630
Dear Ms. Gorman:
In response to your letter dated March 2, 2022, the following information is hereby submitted on behalf of Fernhill Corp. (the "Company"). Amendment 6 to the Offering Statement on Form 1-A is being filed in conjunction with this correspondence. For your convenience, we have reproduced below the Staff's comments in italicized text immediately before our response.
Amendment No. 5 to Offering Statement on Form 1-A
Financial Statements
Qandlestick, LLC Financial Statements for the six months ended June 30, 2021, page F-30
1.Please revise the interim June 30 financial statements of Qandlestick, LLC to include comparative financial information for the period ended June 30, 2020. Reference is made to section F/S(b)(5) of the instructions to Form 1-A. In addition, please confirm that the financial statements of Qandlestick, LLC include the operations of Mainbloq LTD as a consolidated subsidiary, and if so please revise the related party footnote to the both the annual and interim Qandlestick, LLC financial statements to state that fact.
Response: We have revised the June 30 financial statements of Qandlestick, LLC to include comparative financial information for the period ended June 30, 2020. We have also added a related party footnote to the Qandlestick LLC financial statements (both annual and interim) confirming the consolidation of MainBloq LTD’s operations.
In addition to the changes highlighted above, we also updated (i) the second table under Use of Proceeds to correctly reflect the midpoint of $0.028; and (ii) the ‘Year’ column in the Executive Compensation table to reflect years 2021/2020 instead of 2020/2019.
We are aware that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please let me know if you need anything further.
Sincerely,
FERNHILL CORP.
/s/Marc Lasky
Marc Lasky
CEO