10/06/2023
What’s this all mean???
GEMZ Corp. NV
2,000,000,000 Shares of Common Stock
This Post-Qualification Offering Circular Amendment No. 2 (the “PQA2”) amends the Offering Statement on Form 1-A of GEMZ Corp. NV, a Nevada corporation, as qualified on August 7, 2023, and Post-Qualification Offering Circular Amendment No. 1 dated ____, 2023, and as may be amended and supplemented from time to time, to: (a) extend the expiration date of this offering to October 1, 2024; and (b) to revise the offering price of the 1,860,000,000 shares of Company common stock that remain unsold (the “Remaining Shares”).
By this PQA2, GEMZ Corp. NV is offering for sale a maximum of 2,000,000,000 shares of its common stock (the “Offered Shares”), of which 140,000,000 shares have been sold for cash in the total amount of $70,000 and of which 1,860,000,000 shares, the Remaining Shares, are being offered at a fixed price of $0.0002 per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $5,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments.
Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares.
This offering commenced on August 7, 2023; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) October 3, 2024, or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).
Title of
Securities Offered
Total
Number
of Shares
Offered
Number of
Shares Sold
to Date
Proceeds to
Company
to Date(1)
Number of
Remaining
Shares to
Be Sold
Price to
Public of
Remaining
Shares to
Be Sold
Proceeds to
Company
from
Remaining
Shares(1)
Commissions(2)
Total
Proceeds
to Offeror
of Securities(3)
Common Stock offered by our company 2,000,000,000 140,000,000 $70,000 1,860,000,000 $0.0002 $372,000 $-0- $442,000
(1) We do not intend to offer and sell the Offered Shares through registered broker-dealers or utilize finders. However, should we determine to employ a registered broker-dealer of finder, information as to any such broker-dealer or finder shall be disclosed in an amendment to this PQA2.
(2) Does not account for the payment of expenses of this offering estimated at $20,000. See “Plan of Distribution.”
Our common stock is quoted in the over-the-counter under the symbol “GMZP” in the OTC Pink marketplace of OTC Link. On October 5, 2023, the closing price of our common stock was $0.0008 per share.
Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of our single share of Special 2021 Series A Preferred Stock which precludes current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The single share of Special 2021 Series A Preferred Stock has the voting rights equal to 60% of all shares eligible to vote. Our sole officer and director, as the owner of the single share of Special 2021 Series A Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).
THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares.
No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this PQA2 under “Plan of Distribution—State Law Exemption and Offerings to Qualified Purchasers” (page 16). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
This PQA2 follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.
The date of this Post Qualification Offering Circular Amendment No. 2 is October 6, 2023.
