AcroBoo, Inc.
3000 Bayport Drive, Suite 250
Tampa, Florida 33607
Telephone: (813) 637-6900
February 18, 2011
VIA EDGAR TRANSMISSION AND OVERNIGHT MAIL
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U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, D.C. 20549
Attention: Mr. Christopher Chase, Staff Attorney
Re: AcroBoo, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 28, 2011
File No.: 333-170477
Dear Mr. Chase:
On behalf of AcroBoo, Inc. (the "Company"), we are hereby responding to the
comment letter, dated February 9, 2011 (the "Comment Letter"), from the Staff
(the "Staff") of the Securities and Exchange Commission (the "Commission")
with respect to the Company's Registration Statement on Form S-1 (File No.
333-170477) (the "Registration Statement"). In response to the Comment
Letter and to update certain information in the Registration Statement, the
Company is filing with the Commission today Amendment No. 3 to the
Registration Statement (the "Amendment"). We are sending you a marked copy
for your review.
Please note, we have updated the financial statements in our amended Form 10,
as required by Rule 8-08 of Regulation S-X. For ease of reference, set forth
below are the comments of the Staff with respect to the Registration
Statement. The Company's response is set forth below each comment.
Prospectus Summary, page 3
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1. Please revise the last sentence of your Prospectus Summary section to
clarify that you are referring to activities not engaged in by Jagged Peak.
As currently drafted, it is unclear whether you are referring to AcroBoo or
Jagged Peak.
Response: We respectfully note the Staff's comment. The Prospectus Summary
section has been revised to state AcroBoo instead of Jagged Peak.
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The Spin-Off and Plan of Distribution, page 7
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Our Relationship with Jagged Peak after the Distribution, page 9
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2. We note your response to comment ten of our letter dated January 6, 2011.
We also note that your "Our Relationship with Jagged Peak after the
Distribution" section on page 9 continues to state that you will have
different management and directors. Please revise here and expand your
summary section to make clear that AcroBoo will continue to be controlled by
the persons who control Jagged Peak.
Response: We have revised the Registration Statement to reflect that AcroBoo
will continue to be controlled by the persons who control Jagged Peak.
Management of AcroBoo, page 9
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3. Please expand your "Management of AcroBoo" section to include an estimate of
the number of hours per week Mr. Furlong intends to devote to the affairs of
Acroboo.
Response: We have expanded the section under "Management of AcroBoo," page
9 to state that Mr. Furlong will devote approximately 15-20 hours per week to
company matters.
Management's Discussion and Analysis or Plan of Operation, page 20
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4. We read your response to comment seven of our letter dated January 6,
2011. Please revise your disclosure to specifically state these websites
were not fully functional prior to your incorporation. It appears that the
revenues and the costs derived from these websites were nominal and
therefore not material. If so, please state this fact and remove the
statement that "This will represent revenues taken away from Jagged Peak."
Response: We have revised the registration statement to that revenues and
the costs derived from these websites are considered nominal and therefore
not material.
5. Further, we note that Jagged Peak intends to transfer the websites to
you upon the effectiveness of the registration statement. Please disclose
the transfer plan in this section and elsewhere in the filing. In addition,
advise us how you will value and record the transferred assets. If the
transfer is material to your balance sheet, please provide a pro forma
balance sheet alongside your existing balance sheet elsewhere in the filing to
give effect to the transfer and the resulting change in capitalization as
of the most recent balance sheet date.
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Response: We have added disclosure to the Registration Statement that
management does not believe the websites are fully functional at this time,
and specific costs related to the business could not be reasonably separated
from Jagged Peak's business at this time. We have also added disclosure
under Management's Discussion and Analysis or Plan of Operation, page 20 and
the corporate timeline, page 22 concerning the transfer of the Jagged Peak
websites to AcroBoo upon the effectiveness of the Registration Statement.
Supplementally, as stated in the Registration Statement, management believes
that this transfer represents nominal value to AcroBoo, at this time, and is
not material to AcroBoo's balance sheet.
Research and Development, page 25
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6. Please revise your research and development discussion on page 25 to avoid
the use of highly technical business technology. For example, we note your use
of "heterogeneous hardware platforms" and "multi-tiered ERP and supply chain
environment." Refer to Rule 421(b) of Regulation C under the Securities Act
of 1933.
Response: We have revised the research and development discussion on page
25 to eliminate the highly technical business technology.
7. We note that your research and development disclosure on page 25
indicates that you intend to focus on development of your web services
business. Please reconcile this with your disclosure on page 6 that buying
products to sell online is the core of your business model, and your
disclosure on page 23 which states that your web services are "only expected
to be a small portion of the business in the beginning years as [you build] up
the number of products [you sell] on-line."
Response: We have revised our research and development disclosure, page 25
whereby, we state, that we intend to focus our research development on our
core business as disclosed on page 6. As to the second part of your comment,
we have added disclosure on page 23, that although our core business is buying
products to sell online, management plans to develop software programs to
enable the purchases and shipment of these products. If management is
successful in developing these logistical software programs to ship its own
products, management plans to license these software programs. If management
is successful in developing these software programs, management plans to
license these software programs, which would represent a small portion of its
business.
Undertakings, page II-3
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8. Please delete the introductory paragraph to your undertaking number six on
page II-4. Please also use the exact undertaking language set forth at Item
512(h) of Regulation S-K.
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Response: We have revised the Registration Statement to delete the
introductory paragraph to our undertaking number six. We have also included
the exact undertaking language set forth at Item 512(h) of Regulation S-K.
Mr. Chase, we hope our responses satisfactorily address your comments.
Further, on behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Respectfully submitted,
AcroBoo, Inc.
By: /s/ Dan Furlong
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Dan Furlong
Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
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