United States securities and exchange commission logo
June 14, 2023
Steve Carnes
Chief Executive Officer
GEMZ Corp. NV
2180 N. Park Avenue, Suite 200
Winter Park, FL 32789
Re: GEMZ Corp. NV
Offering Statement
on Form 1-A
Amendment filed May
22, 2023
File No. 024-12239
Dear Steve Carnes:
We have reviewed your offering statement and have the following
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.
Amendment 1 to Offering Statement on Form 1-A submitted May 22, 2023
Offering Circular Cover Page, page i
1. Please reconcile the
range of proceeds to the company based upon the price range. The
maximum is inconsistent
with the maximum price per share.
Item 6. Use of Proceeds to Issuer, page 14
2. Please disclose whether
or not the proceeds will be used to compensate or otherwise make
payments to officers or
directors.
Steve Carnes
FirstName LastNameSteve Carnes
GEMZ Corp. NV
Comapany
June NameGEMZ Corp. NV
14, 2023
June 14,
Page 2 2023 Page 2
FirstName LastName
Item 9. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 22
3. Please provide additional discussion of your anticipated sources of
financing of your
administrative operations, in light of your auditor's going concern
opinion and in light of
the increased expenses associated with the acquisition of BadgerBloX.
Secuity Ownership of Certain Beneficial Owners and Management, page 30
4. We note the disclosure in footnote 4 that the single share of Special
2021 Series A
Preferred Stock may be converted, at any time, into 1,000,000,000
shares of common
stock. Please revise Mr. Carnes' beneficial ownership of common stock
to reflect the
conversion, as required by Item 403 of Regulation S-K, as referenced
in Rule
13d 3(d)(1) of the Exchange Act.
Signatures, page S-1
5. Please include the signature of the principal accounting officer, as
required by Instruction
1 to the Signatures of Form 1-A.
Exhibits
6. Please file the agreement setting forth the terms of the Special 2021
Series A Preferred
Stock.
7. Please reconcile the reference in the legality opinion to the offer of
350,000,000 shares of
commons stock with the offering circular, which references 750,000,000
shares of
common stock.
General
8. We note the statement on page 23 that "effective with our acquisition
of BadgerBloX on
March 20, 2023, our company ceased to be a shell company. Given
the financial
statements for BadgerBloX as of March 20, 2023 reflect no assets and
no revenues, please
remove this statement, as you appear to continue to be a shell
company, or provide a
detailed analysis as to why you no longer meet the definition of shell
company in Rule
405 of Regulation C. Please revise to disclose the impact of being a
shell company has
upon the company and investors. In addition, please provide clear
disclosure in the
summary and in the business section that BadgerBloX has not had
operations to date and
has not any generated revenues. Please also revise to clearly disclose
what business, if
any, is operational. Please expand the business section to clearly
disclose the plan of
operations, including the estimated costs and timing to become
operational.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
Steve Carnes
GEMZ Corp. NV
June 14, 2023
Page 3
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.
You may contact Mark Rakip at 202-551-3573 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other
questions.
Sincerely,
FirstName LastNameSteve Carnes
Division of
Corporation Finance
Comapany NameGEMZ Corp. NV
Office of Real Estate
& Construction
June 14, 2023 Page 3
cc: Eric Newlan
FirstName LastName