United States securities and exchange commission logo
May 7, 2020
Michael Quaid
Chief Executive Officer
Boomer Holdings Inc.
8670 W. Cheyenne Avenue
Las Vegas, NV 89129
Re: Boomer Holdings
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 24,
2020
File No. 333-237087
Dear Mr. Quaid:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
7, 2020 letter.
Amendment No. 1 to Form S-1 filed April 24, 2020
Company Overview, page 1
1. We note your response
to our prior comment 1. Based on your revisions, it appears that
your products do not
require FDA approval. If this is the case, state so clearly and provide
related risk disclosure
at an appropriate place in the filing.
2. You disclose that you
have established exclusive arrangements with "non-Chinese"
medical supplies
manufacturers mainly focusing on face masks, linens, bedding, gloves,
and gowns, and that you
have been "receiving approximately 1,000 online orders per day
for facemasks and hand
sanitizers a number of larger, wholesale orders." Please revise
your disclosure to
describe the material terms of these arrangements.
Michael Quaid
FirstName LastNameMichael Quaid
Boomer Holdings Inc.
Comapany NameBoomer Holdings Inc.
May 7, 2020
Page 2
May 7, 2020 Page 2
FirstName LastName
Risk Factors, page 4
3. In the Form 10-Q you filed on April 29, 2020, you disclose at page 28
that your disclosure
controls and procedures are ineffective due to material weaknesses you
mention. Please
provide corresponding disclosure in a new risk factor under an
appropriate caption, along
with updated information regarding any steps you have taken to address
the weaknesses in
the intervening period.
Selling Stockholders, page 21
4. We note your response that Boomer Natural Holdings, Inc. has agreed to
distribute
6,231,243 shares to the stockholders of Boomer Naturals, Inc.
designated as "Distribution
Shares" in the Selling Stockholder table upon the effectiveness of the
registration
statement and that the Selling Stockholders are currently stockholders
of Boomer
Naturals, Inc., and do not presently hold any shares of your common
stock. Based on
your response and the revised disclosure, it does not appear that the
private
placement was completed at the time you initially filed the
registration statement. For
guidance, please refer to Securities Act Sections Compliance &
Disclosure Interpretation
134.01. Please remove from the registration statement any shares which
you had not
issued to selling stockholders prior to March 11, 2020, or advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
26
5. An April 15th PR Newswire press release which lists the company as its
source includes
many statements from you and your CEO relating to positive
expectations concerning
your margins, run-rate, cash flow, and other aspects of Boomer
Holdings' results of
operations in the near term and in future periods. However, none of
these forecasts or
related expectations are discussed in the amended prospectus or the
Form 10-Q. Please
advise what consideration you have given to including this information
in the prospectus
insofar as it appears to reflect your current views regarding your
business. Also, please
provide in your response letter appropriate substantiation for each of
the statements.
Item 16. Exhibits and Financial Statement Schedules, page 34
6. Please file as exhibits to your registration statement copies of your
line of credit
agreements, including those entered into on July 1, 2019, or tell us
why you believe you
are not required to do so. Refer to Item 601(b) of Regulation S-K.
Exhibit 23.1 Consent of Benjamin Ko, page 34
7. Please obtain and file a currently dated consent from your independent
registered public
accounting firm with your next amendment.
Michael Quaid
Boomer Holdings Inc.
May 7, 2020
Page 3
2. Summary of Significant Accounting Polices
Recent accounting pronouncement not yet effective, page F-9
8. We partially reissue comment 15. Please revise your disclosures to
clarify your adoption
of ASC 606. If you have not adopted the standard, please tell us when you
intend to adopt
and how this corresponds with the effective dates outlined in ASU
2015-14.
You may contact Brian McAllister, Staff Accountant, at 202-5513341 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
May 7, 2020 Page 3
cc: Peter Campitiello, Esq.
FirstName LastName