0001731122-21-000569.txt : 20210701 0001731122-21-000569.hdr.sgml : 20210701 20210412111246 ACCESSION NUMBER: 0001731122-21-000569 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PFG Fund V, LLC CENTRAL INDEX KEY: 0001837189 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 852725801 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 10200 W. 44TH AVE., SUITE 220 CITY: WHEAT RIDGE STATE: CO ZIP: 80033 BUSINESS PHONE: 3038354445 MAIL ADDRESS: STREET 1: 10200 W. 44TH AVE., SUITE 220 CITY: WHEAT RIDGE STATE: CO ZIP: 80033 CORRESP 1 filename1.htm

 

 

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

   Sent Via Mail and Electronic Mail

 

 

April 12, 2021

 

 

Re:           PFG Fund V, LLC

Amendment No. 1 to

Offering Statement on Form 1-A

Filed March 17, 2021

File No. 024-11412

 

 

Dear Sir or Madam:

 

This letter is submitted on behalf of PFG Fund V, LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office of Real Estate & Construction (the “Staff”) of the Securities & Exchange Commission (the “Commission”) in a letter dated March 30, 2021 (the “Additional Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A (File No. 024-11412) submitted for review pursuant to Regulation A under the Securities Act of 1933, as filed, to the Commission on March 17, 2021. The responses provided are based upon information provided to Geraci Law Firm by the Company. Each line item below corresponds to the comment number in your letter followed by our response:

 

  1. Comment:

We note your response to comment 2. Please provide us with a detailed analysis as to why you believe that the automatic renewal of the notes is not an offer and an analysis as to the availability of the exemption in Section 3(a)(9) of the Securities Act.

 

Response:

 

In response to the Staff’s Comment 1, the Company has updated the Offering Circular to indicate that automatic renewal will be suspended until the offering is re-qualified by the SEC through post-qualification amendment, or through a separate offering.

 

 

 

  1. Comment:

We note your response to comment 6 and that the jurisdiction provision applies to actions arising under the Securities Act and Exchange Act. Please revise to indicate if this provision limits a noteholder's ability to bring suit in federal or state courts. We may have

further comment.

 

Response:

 

In response to the Staff’s Comment 2, the Company has updated the risk disclosure regarding jurisdictions in connection with the Securities Act and Exchange Act. The Company has further indicated that the noteholders cannot waive compliance with the federal securities laws and rules and regulations thereunder.

 

 

 

 

Very truly yours,

 

GERACI LAW FIRM

 

/s Tae Kim

 

Tae Kim

t.kim@geracillp.com

(949) 379-2600

   
Enclosures