SEC – ‘UPLOAD’ from 3/17/22 re: Neon Bloom, Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 3/17/22, at 12:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-2977

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±    10K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

March 17, 2022      

Michael Elzufon                                                   
Chief Executive Officer                                           
Neon Bloom, Inc.                                                  
8860 Columbia 100 Parkway                                         
Columbia, MD 21045                                                

                                                    Re: Neon Bloom, Inc.
                                                          Amendment No. 1 to
                                                          Offering Statement
on Form 1-A                                                                     
                                                           Filed March 4, 2022
                                                          File No. 024-11767

Dear Mr. Elzufon:                                                 

       We have reviewed your amended 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.
Unless we note                                                                  
otherwise, our references to prior comments are to comments in our
February 1, 2022 letter.                                                        

Form 1-A/A filed March 4, 2022                                    

General                                                           

1.                                                   We note your response
to comment 1 and reissue our comment. Please revise Item 6 of                   
                                                     Part I of Form 1-A to
provide for the issuance of all unregistered securities over the past           
                                                12-month period.

Consolidated Balance Sheet, page 40                               

2.                                                   Please revise the    
financial information for the interim period ended September 30, 2021.          
                                                 We note that your
financial statements should reflect the Share Exchange which is                 
Michael Elzufon                                                               
Neon Bloom, Inc.                                                                
March 17, 2022                                                                  
Page 2                                                                          
accounted for as a reverse merger. Accordingly, the financial 
statements included in your                                                     
  filing should be those of the consolidated entity reflecting the
continuation of the financial                                                   
statements of the accounting acquirer (Bazelet Health) with an
adjustment to reflect the                                                       
     legal capital of the accounting acquiree (Neon Bloom). Refer to ASC
805-40-45 for                                                                   
     guidance. Additionally, there should be retroactive presentation of
stockholders equity                                                             
    and earnings per share information included in Bazelet's financial
statements for the nine                                                         
months ended September 30, 2021 and comparative periods.      

Unaudited Pro Forma Condensed Combined Financial Information, page 60           

3.       We note the Neon Bloom statement of operations for the year ended      
December 31,                                                                    
2020 on page 62 is not the same as the Neon Bloom statement of
operations for the same                                                         
       period found on page 52. Please explain the difference or revise your
filing to ensure the                                                            
statement of operations information is consistent.            
Signatures, page 65                                                             

4.       We note your signature page. Below the second paragraph of text on the 
Signatures page,                                                                
  please have your principal accounting officer or controller, and
majority of the board of                                                        
       directors sign the offering statement in their individual capacities.
See the Form 1-A                                                                
Instructions to Signatures.                                   
  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                                                             
March 17, 2022 Page 2                                           Office of       
Manufacturing                                                                   
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		3/17/22		UPLOAD
		3/4/22		1-A/A,  CORRESP,  UPLOAD
		2/1/22		UPLOAD
		9/30/21		UPLOAD
		12/31/20		UPLOAD
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