United States securities and exchange commission logo
April 25, 2022
Paul Ogorek
Chief Executive Officer
PGD Eco Solutions, Inc.
7306 Skyview Ave.
New Port Richey, FL 34653
Re: PGD Eco Solutions,
Inc.
Offering Statement
on Form 1-A
Filed April 5, 2022
File No. 024-11852
Dear Mr. Ogorek:
We have limited our review of your offering statement to those
issues we have addressed
in our comments. In some of our comments, we may ask you to provide us
with information so
we may better understand your disclosure.
Please respond to this letter by amending your offering
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Offering Statement on Form 1-A filed April 5, 2022
Item 6. Unregistered Securities Issued or Sold Within One Year, page 6
1. Please revise to
provide the information required by Item 6 of Part I of Form 1-A. In this
regard, we note that
you indicate in Item 6 that none were issued. However, you have
disclosed on page 30 of
your Offering Statement on Form 1-A that on August 31, 2021:
(1) the company issued
a total of 94 million shares of common stock as founders' shares
for services; and (2)
the company issued a total of 6 million shares of common stock for
cash.
Management's Discussion and Analysis, page 14
2. Please reconcile the
disclosure on page 14 that the company "realized a net profit of
$5,050" for the year
ended December 31, 2021 with the information on page 24 that the
company had a net loss
of $100,729 for the twelve moths ended December 31, 2021.
Paul Ogorek
FirstName LastNamePaul
PGD Eco Solutions, Inc. Ogorek
Comapany
April NamePGD Eco Solutions, Inc.
25, 2022
April 225, 2022 Page 2
Page
FirstName LastName
Management, page 15
3. Please include in this section the disclosure required by Item 10 of
Form 1-A, including
the information in substantially the tabular format set forth in Item
10(a). For example
your disclosure in this section does not mention that Paul Ogorek is
your CEO and chief
operating officer and Samuel Becherer is your principal accounting
officer and principal
financial officer as indicated on page 32.
Security Ownership of Management and Certain Security Holders, page 17
4. Please ensure that you have included in this section the information
required by Item 12 of
Form 1-A. In this regard, it appears from the disclosure in the first
paragraph of this
section and from the table on page 17 that you have two directors and
executive officers
and that they are the beneficial owners of 20,200,000 shares of your
outstanding
common stock. However, it appears from the disclosure on the cover
page that all 100
million shares of your outstanding common stock are owned by your
officers and
directors. Also, it is unclear why the disclosure in this section does
not mention the
outstanding shares of your preferred stock that have "voting rights of
10-1" as disclosed in
the penultimate paragraph on page 18. Please advise or revise
accordingly. Also, revise
the disclosure on page 17 to identify the natural persons who have or
share voting and/or
dispositive power over the shares held by Bright Business Properties
LLC.
Exhibits
5. It appears from the disclosure throughout your Form 1-A that you are
offering 50,000,000
shares of common stock; however, the opinion of counsel filed as
exhibit 12.1 refers to the
proposed offering of 5,000,000 shares of common stock. Please advise
or revise
accordingly.
6. In connection with your audited financial statements, please file the
relevant auditor
consent as an exhibit. Please refer to Item 17(11) of Part III of Form
1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
Paul Ogorek
PGD Eco Solutions, Inc.
April 25, 2022
Page 3
Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff
Kruczek, Senior
Attorney, at 202-551-3641 with any other questions.
Sincerely,
FirstName LastNamePaul Ogorek
Division of
Corporation Finance
Comapany NamePGD Eco Solutions, Inc.
Office of
Manufacturing
April 25, 2022 Page 3
cc: John Brannelly
FirstName LastName