United States securities and exchange commission logo
February 1, 2022
Michael Elzufon
Chief Executive Officer
Neon Bloom, Inc.
6555 Sanger Road, Suite 100
Orlando, FL 32827
Re: Neon Bloom, Inc.
Offering Statement
on Form 1-A
Filed January 5,
2022
File No. 024-11767
Dear Mr. Elzufon:
We have reviewed your offering 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 offering 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 offering statement and
the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed on January 5, 2022
General
1. We note that on
December 22, 2021, you issued 2,000,000 shares of Series B Preferred
Stock to Mr. Elzufon.
Please revise Item 6 of Part I of Form 1-A to provide for the
issuance of all
securities over the past 12-month period.
Part I. Item 3. Application of Rule 262, page i
2. We note you have
checked the box indicating that "bad actor" disclosure under Rule
262(d) is provided in
Part II of the offering statement; however, we could not locate such
disclosure. Please note
that the Regulation A exemption from registration is not available
for an offering if,
among other things, the issuer or other covered persons have
experienced a
disqualifying event. Please explain.
Michael Elzufon
FirstName LastNameMichael Elzufon
Neon Bloom, Inc.
Comapany1,NameNeon
February 2022 Bloom, Inc.
February
Page 2 1, 2022 Page 2
FirstName LastName
The Company will likely incur debt, page 4
3. Please revise to disclosure to quantify the amount of debt incurred.
We will be reliant on key suppliers, page 4
4. We note your risk factor disclosure that you have entered into
confidential agreements
with key suppliers. Please expand your discussion to provide all
material disclosure
relating to any material agreement you have entered into. In addition,
please file all
material agreements pursuant to Item 17 of Form 1-A.
Use of Proceeds, page 15
5. We note that you intend to use proceeds from this offering to pay
certain debt. Please
revise to provide the information required by paragraph 6 of the
Instructions to Item 6 of
Form 1-A.
Description of Business, page 17
6. Please revise your corporate history disclosure to include all
material terms relating to
your change in control transactions, including the resignation and
appointment of officers
and directors.
7. We note disclosure that on September 8, 2018, the court awarded
custodial control of
Phoenix International Ventures, Inc. to Small Cap Compliance, LLC as a
result of the
absence of a functioning board of directors and the revocation of the
company's charter,
and the company was revived. Please disclose the facts and
circumstances of this absence
and revocation and of the action in court including the names of all
of the parties to the
action, how Small Cap Compliance, LLC became interested in Phoenix
International
Ventures, Inc. and any relationship it had with the company or its
affiliates and why Small
Cap Compliance, LLC became the party awarded custodial control of the
company.
Disclose the name of the investor that paid $40,000 to Small Cap
Compliance, LLC for its
duties as custodian. Please also clarify what happened to the company
securities the
shareholders owned from 2011.
Plan of Operations, page 18
8. We note your disclosure that Brazelet aims to provide products that
are safe, effective, and
affordable. Please remove this statement, here and elsewhere, as
safety and efficacy
determinations are solely within the authority of the FDA.
Employees, page 19
9. Please disclose if your executive officers and significant employees
work full time or part-
time for your company, and if less than full time, disclose the number
of hours per week
or month. See Item 10 of Form 1-A.
Michael Elzufon
FirstName LastNameMichael Elzufon
Neon Bloom, Inc.
Comapany1,NameNeon
February 2022 Bloom, Inc.
February
Page 3 1, 2022 Page 3
FirstName LastName
Compensation of Directors and Executive Officers, page 25
10. Please revise your disclosure to include executive compensation for
the last completed
fiscal year. Please see Item 11 of Form 1-A.
11. Pursuant to Part III, Item 17 of Form 1-A, please file your employment
agreement
with Walter Tabaschek as an exhibit.
Statement of Cash Flows for the nine months ended September 30, 2021, page 43
12. Please revise your statement of cash flows to accurately depict the
cash flows for the nine
months ended September 30, 2021. In this regard, we note changes in
balance sheet
accounts do not appear to correspond to the activity shown on your
cash flow statement.
Additionally, your cash flow statement does not quantify the non-cash
investment in
Bazelet Health Systems.
Notes to the Consolidated Financial Statements Nine Months Ended September 30,
2021
Note 1 - Organization and basis of accounting, page 44
13. Disclosure on page 45 indicates that on January 28, 2021 you completed
an acquisition of
Bazelet Health Systems, Inc. in an all-stock transaction. And that as
a result of the
acquisition, Dr. Salsburg Family Trust, LLC, David Grand and Robyn
Frick each became
holders of 40,000,000 common shares and 250,000 preferred shares of
Neon Bloom,
representing a control block for the Company. Please revise your
disclosures to clearly
indicate how you are accounting for this transaction and how you
determined the approach
was appropriate. You should refer to ASC 805-10, 805-40 and 805-50. In
your response,
please address whether the three owners who now represent a control
block for the
company were related parties prior to this transaction.
Notes to the Consolidated Financial Statements for the years ended December 31,
2020 and
December 31, 2019, page 53
14. Please revise your footnote disclosures to provide a more
comprehensive explanation of
the activities that led to the Company having no assets or liabilities
at December 31,
2020. Additionally, please explain why your cash flow statement does
not appear to
accurately reflect the movement in your balance sheet year over year.
For example, we
read your disclosure in Note 6 - Related Party Transactions on page 56
indicating that you
paid off a loan on October 2, 2020, but the cash flow activity is not
consistent with the
amount disclosed in the footnotes.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.
Michael Elzufon
Neon Bloom, Inc.
February 1, 2022
Page 4
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.
You may contact Mindy Hooker at (202) 551-3732 or John Cash at (202)
551-3768 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sergio Chinos at (202) 551-7844 or Sherry Haywood at (202) 551-3345
with any other
questions.
FirstName LastNameMichael Elzufon Sincerely,
Comapany NameNeon Bloom, Inc.
Division of
Corporation Finance
February 1, 2022 Page 4 Office of
Manufacturing
FirstName LastName