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
