April 7, 2020
Michael Quaid
Chief Executive Officer
Boomer Holdings Inc.
8670 W. Cheyenne Avenue
Las Vegas, NV 89129
Re: Boomer Holdings Inc.
Registration Statement on Form S-1
Filed March 11, 2020
File No. 333-237087
Dear Mr. Quaid:
We have reviewed your registration 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 registration 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 registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Company Overview, page 1
1. You disclose that your CB5 formula is the first FDA-compliant
alternative that fully
supports the body's endocannabinoid system (ECS). Please revise your
disclosure to
clearly explain the meaning of the term "FDA-compliant" as used with
respect to your
CB5 formula. Please also disclose whether your products are subject to
regulation by the
FDA and /or require FDA approval, and if they are not, please provide
related risk
disclosure in an appropriate place in the filing.
2. Please revise your disclosure to define the term "terpene."
Michael Quaid
FirstName LastNameMichael Quaid
Boomer Holdings Inc.
Comapany NameBoomer Holdings Inc.
April 7, 2020
Page 7,
April 2 2020 Page 2
FirstName LastName
Risk Factors, page 4
3. In light of the recent novel coronavirus (COVID-19) outbreak, please
tell us whether the
outbreak has impacted, or you expect the outbreak to have a material
impact in the near-
and long-term, and if so, disclose this in your filing. For example,
describe any current
and anticipated material impact on your financial condition and
results of operations and
any anticipated impact on your overall liquidity position and outlook
as a result of the
outbreak. For guidance, see Division of Corporation Finance Disclosure
Guidance: Topic
No. 9 (March 25, 2020), available at
www.sec.gov/corpfin/coronavirus-covid-19 .
Risks Related to the Company
The Company may incur losses as it seeks to grow., page 4
4. Please revise this risk factor to reflect that you have already
incurred losses. In this
regard, we note that you had $2,866,073 in net loss for the period
June 7, 2019 (date of
formation) to December 31, 2019.
Business, page 13
5. Please expand your disclosure to describe how, where, and by whom your
products are
manufactured and supplied.
6. In the fifth and sixth paragraphs under "Products" and elsewhere in
your prospectus, you
refer to purported benefits and effects your products have on humans
and pets, including a
reference to "medical-grade skincare." Similarly, you discuss these
benefits and effects in
the first paragraph on page 14 under "Market Size," suggesting in part
that "CB5 is a more
effective solution than CBD because it hits more receptors in the ECS
with an entourage
effect of many different plant terpenes." Disclose clearly that the
FDA has not reviewed
or cleared any of your products and that it also has not endorsed or
verified any of your
claims regarding your products. If accurate, also disclose that none
of your products is
designed to treat or cure any disease, and that none has been approved
by the FDA for any
purpose.
Government Regulation, page 14
7. You disclose that you are in compliance with applicable federal, state
and other
regulations and that you have compliance programs in place to ensure
compliance going
forward. Please expand your disclosure to describe the regulations
that are material to
your business. See Item 101(h)(4)(ix) of Regulation S-K.
Management, Executive Compensation and Corporate Governance, page 15
8. Please expand the biographical descriptions for your executive
officers and directors to
identify the positions held and the principal employers during the
past five years,
eliminating any gaps or ambiguities with regard to time. Please
specify for all three
individuals when each such position began and ended. Also, we note
that your website
Michael Quaid
FirstName LastNameMichael Quaid
Boomer Holdings Inc.
Comapany NameBoomer Holdings Inc.
April 7, 2020
April 3 2020 Page 3
Page 7,
FirstName LastName
indicates that David Racz, James Thomsen, and Daniel Malina serve as
directors on your
board, but these individuals are not identified as directors in your
prospectus. You refer at
pages 15-16 to only one officer or director when discussing bankruptcy
and legal
proceedings, rather than addressing all your officers and directors.
In the last paragraph at
page 18, you refer to having a staggered board, but your biographical
descriptions do not
identify which directors serve in each of the staggered classes.
Please explain or
revise each of these items accordingly.
Executive Compensation, page 16
9. We note that your President, COO, and CEO earned salaries of $48,000,
$60,000, and
$60,000, respectively, for fiscal 2019. Please disclose the material
terms of your
employment arrangements with these executive officers, whether written
or unwritten. See
Item 402(o)(1) of Regulation S-K.
Security Ownership of Certain Beneficial Owners, page 17
10. In light of the disclosure you provide in tabular footnote 3, please
provide corresponding
tabular entries for the shares and percentage beneficially owned by
Daniel Capri.
Currently the table shows that he beneficially owns no shares. Also
revise to clarify the
references to the two different entity names in the related tabular
disclosure.
Selling Stockholders, page 21
11. We note your disclosure that you agreed to register 2,077,081 shares
of common stock
currently held by Boomer Natural Holdings, Inc., your principal
stockholder, so that it
could distribute such shares to certain of its stockholders and to
register such shares for
resale. We further note that the selling stockholders identified in
the selling stockholder
table appear to be stockholders of Boomer Natural Holdings, Inc.
Although you state that
the listed shares were "beneficially owned by each Selling Stockholder
as of March 9,
2020," it appears that you include many more selling stockholders than
you indicate at 12
held such shares at that date. Please confirm whether the distribution
of shares by Boomer
Natural Holdings, Inc. to its stockholders was completed prior to the
date you filed the
registration statement.
Plan of Operations and Funding, page 28
12. You disclose that in connection with your business plan, management
anticipates
additional increases in operating expenses and capital expenditures
relating to: (i)
developmental expenses associated with a start-up business and (ii)
marketing
expenses. Please revise your disclosure to provide more details
regarding your business
plan for the next 12 months, including a discussion of the activities
relating to these
expenses and the timelines and associated costs accompanying these
activities.
Michael Quaid
FirstName LastNameMichael Quaid
Boomer Holdings Inc.
Comapany NameBoomer Holdings Inc.
April 7, 2020
Page 7,
April 4 2020 Page 4
FirstName LastName
Item 16. Exhibits and Financial Statement Schedules, page 34
13. Please file copies of your bylaws, your Cheyenne Technology Center
operating facility
lease, and each of your three line of credit agreements entered into
on July 1, 2019 as
exhibits to your registration statement or tell us why you believe you
are not required to
do so. Refer to Item 601(b) of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-1
14. Please tell us why the audit report and financial statements being
provided
represent Boomer Naturals, Inc. instead of financial statements for
the registrant, Boomer
Holdings, Inc. See Item 11(e) in Part 1 to Form S-1. We note that on
page F-6 you
disclose Boomer Naturals, Inc. is a wholly owned subsidiary of Boomer
Holdings, Inc.
Statement of Stockholders' Equity, page F-4
15. We note the cover page discloses share information has not been
adjusted to give effect to
the 3-for-1 forward split. We also note you disclose on page 26 the
company approved
the amendment of the articles of incorporation to increase the number
of authorized shares
and effect the forward-split. Please tell us how your share and
earnings per share
information is compliant with guidance in SAB Topic 4.C and ASC
260-10-55-12. Also
tell us how the 42,837,913 common shares outstanding prior to the
offering disclosed on
page 3 reconciles with 121,446,757 common shares outstanding at
December 31, 2019 as
presented in your balance sheet and statement of stockholders' equity.
2. Summary of Significant Accounting Polices
Recent accounting pronouncement not yet effective, page F-9
16. Your disclosures under this heading indicate that you are still
evaluating the impacts that
ASU 2016-02 "Leases (Topic 842)" and ASU 2016-12 "Revenue from
Contracts with
Customers (Topic 606)" will have on your financial statements and
related disclosures.
However your disclosure also indicates that Topic 606 is effective for
you for the year
ended December 31, 2019 and that you adopted ASC 842 effective
December 31, 2019.
Please clarify whether you have adopted these standards and revise
your disclosures, as
applicable.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Michael Quaid
Boomer Holdings Inc.
April 7, 2020
Page 5
You may contact Brian McAllister, Staff Accountant, at 202-551-3341 or
Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Tim Levenberg, Special Counsel, at 202-551-3707
with any other
questions.
Sincerely,
FirstName LastNameMichael Quaid
Division of
Corporation Finance
Comapany NameBoomer Holdings Inc.
Office of Energy &
Transportation
April 7, 2020 Page 5
cc: Peter Campitiello, Esq.
FirstName LastName