0001683168-22-001650.txt : 20220315 0001683168-22-001650.hdr.sgml : 20220315 20220314180733 ACCESSION NUMBER: 0001683168-22-001650 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220315 DATE AS OF CHANGE: 20220314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRASS QOZF, INC. CENTRAL INDEX KEY: 0001797087 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11204 FILM NUMBER: 22738014 BUSINESS ADDRESS: STREET 1: 204 WEST SPEAR STREET #3861 CITY: CARSON CITY STATE: NV ZIP: 89703 BUSINESS PHONE: 775-883-1153 MAIL ADDRESS: STREET 1: 204 WEST SPEAR STREET #3861 CITY: CARSON CITY STATE: NV ZIP: 89703 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001797087 XXXXXXXX 024-11204 true GRASS QOZF, INC. NV 2019 0001797087 8741 84-2497994 1 0 204 WEST SPEAR STREET #3861 CARSON CITY NV 89703 775-886-0802 Brian Higley Other 129715.00 386077.00 135543.00 2261299.00 3151624.00 380446.00 166666.00 1387529.00 1764095.00 3151624.00 0.00 1147042.00 5886.00 916962.00 0.00 0.00 Haynie & Company Common Stock 48921425 000000N/A N/A N/A 0 000000n/a n/a N/A 0 000000n/a n/a true true Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 25000000 48921425 2.0000 50000000.00 0.00 0.00 0.00 50000000.00 Rialto Markets LLC 1500000.00 Haynie & Company 76000.00 Business Legal Advisors, LLC 4000.00 283477 47420000.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR GRASS QOZF, INC. Common Stock 140250 140250 280500 N/A 140,250 shares of Common Stock pursuant to Regulation A Section 4(a)(2) of the Securities Act, as amended. PART II AND III 2 gras_1apos4.htm PART II AND III

EXPLANATORY NOTE

This Post-Qualification Amendment No. 4, or this Amendment, to the Offering Statement on Form 1-A filed by GRASS QOZF, Inc., a Nevada corporation (the “Company”) on April 28, 2020, as amended (the “Original Filing”), is being filed solely to re-file Exhibit 11.2. Accordingly, this Amendment consists only of the explanatory note, the signature page to the Form 1-A, the exhibit index and exhibits indicated therein. The Preliminary Offering Circular is unchanged and therefore has been omitted.

PART III—EXHIBITS

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Index to Exhibits

Number	Exhibit Description

2.1 (1)	Articles of Incorporation
2.2 (5)	Amended & Restated Bylaws
3.1(1)	Specimen Stock Certificate
4.1 (1)	Form of Subscription Agreement
6.1 (2)	Revolving Line of Credit Note
6.2 (2)	Technology Licensing – Platform Agreement with Capital2Market, LLC dated July 2, 2020
6.3 (2)	Consultancy Agreement with Capital2Market Consulting, LLC dated July 7, 2020
6.4 (3)	Amendment to Consultancy Agreement with Capital2Market Consulting, LLC dated January 21, 2021
6.6 (3)	Amended and Restated Exclusive Placement Agency Agreement with C2M Securities, LLC dated January 21, 2021
6.7 (4)	Amendment to Amended and Restated Exclusive Placement Agency Agreement with C2M Securities, LLC dated March 12, 2021
6.8 (4)	Amendment to Amended and Restated Exclusive Placement Agency Agreement with C2M Securities, LLC dated March 23, 2021
6.9 (4)	Amendment to Amended and Restated Exclusive Placement Agency Agreement with C2M Securities, LLC dated March 30, 2021
6.10 (6)	Broker-Dealer Onboarding Agent Engagement Agreement dated effective February 18, 2022 with Rialto Markets LLC
11.1 (6)	Consent of Business Legal Advisors, LLC (included in Exhibit 12.1)
11.2*	Consent of Haynie & Company
12.1 (6)	Opinion of Business Legal Advisors, LLC

* Filed herewith

⁽¹⁾ Previously filed with the Company’s Form 1-A filed with the SEC on April 28, 2020.

⁽²⁾ Previously filed with the Company’s Form 1-A/A filed with the SEC on July 24, 2020.

⁽³⁾ Previously filed with the Company’s Form 1-A/A filed with the SEC on January 27, 2021.

⁽⁴⁾ Previously filed with the Company’s Form 1-A/A filed with the SEC on April 16, 2021.

⁽⁵⁾ Previously filed with the Company’s Form 1-U filed with the SEC on June 28, 2021.

⁽⁶⁾ Previously filed with the Company’s Post-Qualification Amendment to Form 1-A filed with the SEC on March 3, 2022.

SIGNATURES

______

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carson City, Nevada on March 15, 2022.

(Exact name of issuer as specified in its charter):		GRASS QOZF, Inc.

	By:	/s/ Don Harmer
	Name:	Don Harmer
	Title:	President and Treasurer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By (Signature and Title):	/s/ Don Harmer
	Don Harmer, President (Principal Executive Officer).

By (Signature and Title):	/s/ Don Harmer
	Don Harmer, Treasurer (Principal Financial Officer, Principal Accounting Officer).

Date: March 15, 2022

SIGNATURES OF DIRECTORS:

/s/ Don Harmer	Date: March 15, 2022
Don Harmer, Director

EX1A-11 CONSENT 3 gras_ex1102.htm CONSENT

Exhibit 11.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use of our report dated October 28, 2021, on the financial statements of GRASS QOZF, Inc. as of June 30, 2021 and 2020 and for the years then ended included herein on the Regulation A Offering Circular of GRASS QOZF, Inc. and to the reference to our firm under the heading “Experts”.

/s/ Haynie & Company

Haynie & Company

Salt Lake City, Utah

March 3, 2022