20549-0408
September 10, 2004
Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Re: Boomers` Cultural Development, Inc.
Form SB-2, filed August 11, 2004
File Number 333-118138
Dear Mr. Ellsworth:
We have given a full review to your Form SB-2 and have the
following comments. Where indicated, we think these documents
should
be revised in response to our comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may have
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Cover Page of the Prospectus
1. Disclose that the company is a startup company and does not
have
any operations.
2. Reconcile the December 31 termination date with the November 30
date used on page 8.
3. As required by the plain English rules, please avoid defining
terms. Use names that are meaningful to your reader that do not
need to be defined. Also avoid and delete legalese such as
hereinafter, hereunder and pursuant to.
4. Reference is made to the last sentence in the paragraph just
before the table. If for the foreseeable future the company will
not
be listed on any national securities exchange, nor on the Nasdaq,
please say so.
The Company - page 3
5. Briefly describe your business idea, the expected size of your
company in the foreseeable future and, if correct, the fact that
none
of your officers and directors have any direct experience with
this
type company.
6. Delete the last sentence in the paragraph before the table that
starts, "Boomers` Cultural Development, Inc. has never ..."
Inability of Our Officers and Directors to Devote Sufficient
Time...
- - page 4
7. Please reconcile this disclosure with the related disclosure in
the body of the text that indicates management will be able to
devote
itself full time to the company.
Determination of Offering Price - page 7
8. The $0.10 figure in the third line appears to be incorrect.
Please revise.
Directors, Executive Officers, Promoters and Control Persons -
page 9
9. Please revise the fifth paragraph or delete it. While you are
allowed to include event that happened more than 25 years ago, if
you
include them, they must be in context. For example, when Mr.
Ellsworth coordinated the movement of 600 travelers, when did it
happen and who was he working for and what was his job title.
With
respect to working to retain excess baggage fees for an additional
5
years, in addition to providing the information with respect to
employer, job title and dates, provide support that he engineered
the
retention of the fees charged to passengers.
Common Stock - page 11
10. State whether or not the common stock to be issued is fully
paid
and non-assessable.
Business of Issuer - page 12
11. In the third paragraph disclose in what region or regions you
will create your tours.
12. In the eighth paragraph and in the third paragraph under the
heading "Principal Products and Services," state, if true, that
you
have no arrangement with any of the businesses mentioned.
The Market - page 13
13. Revise this section to delete the generalizations and puffery.
As one of many examples, you make the statement that the 21st
Century, led by the high technology and telecommunications
industries, is generating unprecedented new wealth. If this
statement is retained, provide us with supporting documentation
that
since December 1999 the high technology and telecommunications
industries have generated unprecedented new wealth. Similarly
provide us with support for the statement that "More than ever
before, people are making their purchasing decisions based on
value
received rather than the amount charged."
Plan of Operation - page 15
14. Please revise to disclose how you plan to generate revenues
under
your current plan of operation. Discuss the different services
that
you plan to provide and the revenue streams to be generated from
those services.
15. You state, "In the event we are unable, through this offering
to
raise additional funding, it is doubtful we will be unable to
survive
more than several months." Please revise to clarify what you
mean.
Financial Statements for the Year Ended February 29, 2004
Independent Auditors` Report
16. Please have your auditor revise their report to comply with
the
Public Company Accounting Oversight Board`s (PCAOB) Auditing
Standard
No. 1. Compliance with PCAOB Auditing Standard No. 1 is required
effective May 24, 2004. See Release 33-8422 dated May 14, 2004.
General Accounting Comments
17. Please revise to update your financial statements. Refer to
Item
310(b)(g) of Regulation S-B.
18. Please revise to provide updated consents in your next pre-
effective amendment.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on accounting matters to Nancy Maloney,
at
202-942-7331 or to Donald Walker, Senior Assistant Chief
Accountant,
at 202-942-1799. Please direct any other questions to David Lyon
at
202-942-1796, or to me at 202-942-2889.
Sincerely,
William C-L Friar
Senior Financial Analyst
By fax : W. Scott Lawler
Fax number 403-272-3620
??
??
??
??
Boomers' Cultural Development, Inc.
Page 5