United States securities and exchange commission logo
June 19, 2020
Michael Quaid
Chief Executive Officer
Boomer Holdings Inc.
8670 W. Cheyenne Avenue
Las Vegas, NV 89129
Re: Boomer Holdings
Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 10, 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 May
7, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Company Overview, page 1
1. Your disclosure
suggests that the increased revenue stream from the products supplied
under your Exclusive
Distributor Agreement was able to replace the anticipated revenue
from your Tommy Bahama
relationship, and that the sale of these products will yield
material top line
revenue and profits to assist you in meeting or exceeding your prior
expectations. Please
file this agreement as an exhibit or tell us why you believe it is not
required to be filed.
Refer to Item 601(b)(10) of Regulation S-K.
Michael Quaid
FirstName LastNameMichael Quaid
Boomer Holdings Inc.
Comapany NameBoomer Holdings Inc.
June 19, 2020
June 19, 2020 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
COVID-19 Developments Boomer Medical Products, page 25
2. We note your response to prior comment 5 as well as the several
references to your 2020
Guidance which you include in this section. In light of the material
changes to your
business and your business model in the period subsequent to the press
release and
issuance of the guidance, please revise your disclosure to eliminate
references to such
guidance and instead focus on the impact of these changes on your
actual results, your
current plans, and your expectations with regard to your results of
operations. See Item
303(a)(3) of Regulation S-K.
Results of Operations, page 26
3. Please revise the disclosures to include a discussion of the material
changes in your
financial condition from the end of the preceding fiscal year to the
date of the most recent
interim balance sheet provided. Also expand your disclosure to discuss
your results of
operations for the six months ended January 31, 2020. See Item
303(b)(1) and (b)(2) of
Regulation S-K.
Interim Financial Statements for the Three Months Ended January 31, 2020, page
F-16
4. Please provide updated interim financial statements in your next
amendment to comply
with Rule 8-08 of Regulation S-X or tell us why it is not required.
Please also provide
corresponding disclosures that reflect the updated financial
information throughout your
filing.
Condensed Consolidated Statement of Operations Three and Six Months ended
January 31. 2020
and 2019, page F-17
5. Tell us how the share information presented in the statement of
stockholders' deficit and
the weighted average number of shares outstanding for the periods
presented in your
statement of operations complies with ASC 805-40-45-1 through 4 in
reflecting the new
equity structure of Boomer Holdings, Inc. following the reverse
acquisition. Your
response should explain how you considered the exchange ratio
established in the share
exchange agreement, the shares you acquired, and the company shares
issued and retired
in executing the reverse merger in determining the equity amounts
presented. Please
revise to make any changes as necessary.
Michael Quaid
Boomer Holdings Inc.
June 19, 2020
Page 3
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
June 19, 2020 Page 3
cc: Peter Campitiello, Esq.
FirstName LastName