United States securities and exchange commission logo
April 1, 2022
Michael Donaghy
President and Chief Executive Officer and Director
Pioneer Green Farms, Inc.
1301 10th Avenue, East, Suite G
Palmetto, FL 34221
Re: Pioneer Green
Farms, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 24,
2022
File No. 333-262600
Dear Mr. Donaghy:
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
[Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Overview, page 4
1. We note your response
to our previous comment #6 regarding the hemp license on the
Drymon Nursery. Please
disclose weather this license can and/or will be used for your
hemp cultivation on the
Manatee County property. If the license can't be used for
the Manatee County
property, please disclose weather or not you have applied for a hemp
license on that
property.
2. We note your response
to our previous comment #7 regarding your 2020 harvest. Please
clarify and discuss the
stages and timeline from seed planting to oil production to
Michael Donaghy
FirstName LastNameMichael Donaghy
Pioneer Green Farms, Inc.
Comapany
April NamePioneer Green Farms, Inc.
1, 2022
April 21, 2022 Page 2
Page
FirstName LastName
wholesale sales. Please also include details about where you purchase
seeds from and if
there are any regulatory, competitive, or various risks associated
with that area of your
business.
3. Please clarify what is produced indoors and what is produced outdoors.
For instance,
when discussing the Drymon farms you state: "All CBG, Pioneer s
premium flower, is
grown indoors under strict regulations approved by the State of
Florida with all
documentation at hand." Further, when discussing the Manatee County
land you state:
"Any outdoor plants that cannot be extracted for their oil can be
bagged and sold as
flower."
4. We note your revision of the Overview section in response to our
previous comment #3.
Please expand your discussion regarding your competition, including a
discussion
regarding your actual growing practice and how your pricing compares
to others in the
industry.
5. You state: "The 2020 harvest is being stored until we reach the 1500
pound minimum
needed for extraction." Please disclose whether there are any concerns
with storing the
harvest for two years until they are extracted.
Corporate History, page 5
6. You state:" The primary goal is to grow clones that would provide a
more uniform, stable,
and consistent crop. Any excess clones can be sold to other growers
within the state to
help the industry and other farmers." Please explain and/or define
what the term 'clones'
refers to in this context.
7. You state that "Pioneer has an excellent relationship with the State
and the accumulated
data can assist the state, through various university research
departments, to formulate its
best practices guidelines in support of the industry." Please delete
this reference to your
relationship with the State. As the regulations in this area are
constantly evolving, please
do not imply that your relationship with the State would have any
influence in any of your
products.
Description of Business
Existing Products, page 29
8. We note your response to our previous comment # 12 regarding pet
products. On page 29,
under Existing Products you state: "Products categories include
sublingual tinctures,
edibles, topicals, sports recovery, ingestible, vapes and flowers, and
pet products." Please
remove the reference to pet products as those still appear to be
regulated by the FDA.
Financial Statements, page F-1
9. Please update your financial statements and related disclosures
throughout your filing to
comply with Rule 8-08 of Regulation S-X.
Michael Donaghy
Pioneer Green Farms, Inc.
April 1, 2022
Page 3
You may contact Christine Torney at (202) 551-3652 or Jeanne Baker at
(202) 551-
3691 if you have questions regarding comments on the financial statements and
related
matters. Please contact Gary Guttenberg at (202) 551-6477 or Celeste Murphy at
(202) 551-
3257 with any other questions.
Sincerely,
FirstName LastNameMichael Donaghy
Division of
Corporation Finance
Comapany NamePioneer Green Farms, Inc.
Office of Life
Sciences
April 1, 2022 Page 3
cc: Elton F. Norman
FirstName LastName