SecProbe.io

CORRESP
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filename1.htm

April
23, 2020

United States Securities and Exchange
Commission

Mail Stop 6010

Washington, D.C. 20549

Attention:	Tim
Levenberg, Special Counsel

                   Irene
Barberena-Meissner, Staff Attorney

Re: Boomer Holdings Inc.

Registration Statement
on Form S-1

Filed March 11, 2020

File No. 333-237087

Dear
Mr. Levenberg and Ms. Barbarena-Meissner:

Please
be advised that the undersigned is the duly-appointed Chief Executive Officer of Boomer Holdings, Inc., the above-referenced issuer
(the “Issuer”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission
(the “Commission”) with respect to the Issuer’s Registration Statement on Form S-1, filed on March 11, 2020
(the “Registration Statement”) provided in your letter dated April 7, 2020 (the “Comment Letter”).

The
purpose of this correspondence is to provide responses to the Comment Letter and provide explanation, where necessary of Amendment
No. 1 to Registration Statement on Form S-1 filed on March 11, 2020. Our responses follow the text of each Comment Letter, which
we have reproduced below for your convenience.

Registration Statement on Form
S-1

Company Overview, page 1

 1. You
                                         disclose that your CB5 formula is the first FDA-compliant alternative that fully supports
                                         the body’s endocannabinoid system (ECS). Please revise your disclosure to clearly
                                         explain the meaning of the term "FDA-compliant" as used with respect to your
                                         CB5 formula. Please also disclose whether your products are subject to regulation by
                                         the FDA and /or require FDA approval, and if they are not, please provide related risk
                                         disclosure in an appropriate place in the filing.

The Issuer has revised
the registration statement to explain the meaning of the term “FDA-compliant” and to disclose the regulation of its
products. In addition, we have added the following risk factor:

We
are or will be subject to regulations that could adversely affect our business and results of operations.

We
are or will be subject to extensive regulations where we manufacture, distribute and/or will sell our products. Our products are
subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, storing, labeling, marketing,
advertising and distribution of these products. If regulators determine that the labeling and/or composition of any of our products
is not in compliance with law or regulations, or if we or our co-manufacturers otherwise fail to comply with applicable laws and
regulations, we could be subject to civil remedies or penalties, such as fines, injunctions, recalls or seizures, warning letters,
restrictions on the marketing or manufacturing of the products, or refusals to permit the import or export of products, as well
as potential criminal sanctions. In addition, enforcement of existing laws and regulations, changes in legal requirements and/or
evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations,
financial or otherwise, that could adversely affect our business, financial condition or operating results.

Additionally,
the original draft of the Registration Statement contained the following risk factor:

The
Company is subject to numerous laws and regulations. The Company’s products are affected by a variety of regulations
at the State and Federal levels. The Company will need to constantly monitor developments and adjust to changes in the laws and
regulations. Such laws and regulations may change from time to time, and the Company may or may not be able to comply with new
requirements. In addition, the cost of compliance may be very high and affect operating income.

 2. Please
                                         revise your disclosure to define the term "terpene."

The following definition of terpene
was included:

Terpenes are aromatic compounds
found in many plants that create their characteristic aroma. Terpenes may also offer some health benefits to the human body. Terpenes
are found in basil, thyme, black pepper, hops, rosemary, lemongrass, jasmine, pine trees, cacao, and other plants and flowers.

Risk Factors, page 4

 3. In
                                         light of the recent novel coronavirus (COVID-19) outbreak, please tell us whether the
                                         outbreak has impacted, or you expect the outbreak to have a material impact in the near-and
                                         long-term, and if so, disclose this in your filing. For example, describe any current
                                         and anticipated material impact on your financial condition and results of operations
                                         and any anticipated impact on your overall liquidity position and outlook as a result
                                         of the outbreak. For guidance, see Division of Corporation Finance Disclosure Guidance:
                                         Topic No. 9 (March 25, 2020), available at www.sec.gov/corpfin/coronavirus-covid-19
                                         .

The Issuer has updated
the business section of the registration statement to include the following disclosure:

Recently, due
to the COVID-19 pandemic, in-stores sales of the Company’s products have been completely reduced to zero and the Company’s
planned openings of retail stores in New York and Chicago have been delayed indefinitely as well as potential tests in retail
stores. The Company has shifted its focus to its Boomer Medical Supplies segment. Boomer Medical Supplies is focusing on the perceived
opportunity created from the recent shift away from the reliance on Chinese-produced medical supplies. The Company has established
exclusive arrangements with non-Chinese medical supplies manufacturers mainly focusing on face masks, linens, bedding, gloves,
and gowns. The Company is currently successfully selling a variety of face masks and hand sanitizers to consumers online, at our
retail stores, and through distribution to doctors, therapists, and wholesale brokers. The company has been receiving approximately
1,000 online orders per day for facemasks and hand sanitizers a number of larger, wholesale orders.

In addition, the Issuer
included the following Risk Factors to the Registration Statement:

Risks Related to the COVID-19
Pandemic

The
recent COVID-19 pandemic may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.

While
the complete impact on our business from the recent outbreak of the COVID-19 coronavirus is unknown at this time and difficult
to predict, various aspects of our business are being adversely affected by it and may continue to be adversely affected.

As
of the date hereof, COVID-19 has been declared a pandemic by the World Health Organization, has been declared a National Emergency
by the United States Government and has resulted in several states being designated disaster zones. COVID-19 coronavirus caused
significant volatility in global markets, including the market price of our securities. The spread of COVID-19 coronavirus has
caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating
in large numbers. In addition, certain states and municipalities have enacted, and additional cities have enacted and others are
considering, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and
travel, and require non-essential businesses and organizations to close.

Our
stores and the stores that sell our products are considered non-essential. There is significant uncertainty around the breadth
and duration of these store closures and other business disruptions related to COVID-19, as well as its impact on the U.S. economy,
consumer willingness to visit malls and shopping centers, and employee willingness to staff our stores once they re-open. The
extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which
may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

Thus
far, these restrictions have adversely affected our business, results of operations and financial condition. It is unclear how
such restrictions, should they continue for an extended period, which will contribute to a general slowdown in the global economy,
will affect our business, results of operations, financial condition and our future strategic plans.

General securities market
uncertainties resulting from the COVID-19 pandemic.

Since
the outset of the COVID-19 pandemic the US and worldwide national securities markets have undergone unprecedented stress due to
the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population.
These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental
actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Registrant
for purposes of raising required capital. Should we not be able to obtain financing when required, in the amounts necessary to
execute on our plans in full, or on terms which are economically feasible we may be unable to sustain the necessary capital to
pursue our strategic plan and may have to reduce the planned future growth and scope of our operations.

Risks Related to the
Company

The Company may incur
losses as it seeks to grow., page 4

 4. Please
                                         revise this risk factor to reflect that you have already incurred losses. In this regard,
                                         we note that you had $2,866,073 in net loss for the period June 7, 2019 (date of formation)
                                         to December 31, 2019.

The Issuer has updated
the risk factor to state:

The Company has
a history of operating losses and may continue to incur losses as it seeks to grow.

The
Company had $2,866,073 in net losses for the period June 7, 2019 (date of formation) to December 31, 2019. Additionally, the Company
may incur future losses from the launch of new retail stores, inventory buildup that remains unsold, expenses associated with
new marketing initiatives, and the growing expenses associated with additional staff necessary to manage Company growth. The extent
of losses and the time required to reach profitability are uncertain. There can be no assurance that the Company will be able
to obtain or sustain profitability on an ongoing basis.

Business, page 13

 5. Please
                                         expand your disclosure to describe how, where, and by whom your products are manufactured
                                         and supplied.

The Issuer has
updated the Business section to include the following:

Our product formulas
are developed by our team of medical and scientific advisory board and are currently manufactured by FDA registered and GMP certified
third-party contract manufacturers located in Florida.

 6. In
                                         the fifth and sixth paragraphs under "Products" and elsewhere in your prospectus,
                                         you refer to purported benefits and effects your products have on humans and pets, including
                                         a reference to "medical-grade skincare." Similarly, you discuss these benefits
                                         and effects in the first paragraph on page 14 under "Market Size," suggesting
                                         in part that "CB5 is a more effective solution than CBD because it hits more receptors
                                         in the ECS with an entourage effect of many different plant terpenes." Disclose
                                         clearly that the FDA has not reviewed or cleared any of your products and that it also
                                         has not endorsed or verified any of your claims regarding your products. If accurate,
                                         also disclose that none of your products is designed to treat or cure any disease, and
                                         that none has been approved by the FDA for any purpose.

The registration statement
has been revised to include the following disclosure:

These statements have not
been evaluated by the Food and Drug Administration. The FDA has not reviewed or cleared any of our products nor has the FDA endorsed
or verified any of our claims regarding our products. Our products are not intended to diagnose, treat, cure, or prevent any disease
and none of our products have been approved by the FDA for any purpose.

Government Regulation,
page 14

 7. You
                                         disclose that you are in compliance with applicable federal, state and other regulations
                                         and that you have compliance programs in place to ensure compliance going forward. Please
                                         expand your disclosure to describe the regulations that are material to your business.
                                         See Item 101(h)(4)(ix) of Regulation S-K.

The Issuer has included
the following disclosure related to the Government Regulation it is subject to:

GOVERNMENT REGULATION

We
believe we are in compliance with applicable federal, state and other regulations and that we have compliance programs in place
to ensure compliance going forward. There are no regulatory notifications or actions pending.

Certain
of our products are considered supplements and are regulated in the U.S. either as food or dietary supplements. The formulation
manufacturing, packaging, labeling, advertising, distribution and sale (hereafter, "sale" or "sold" may be
used to signify all of these activities) of dietary supplements such as those sold by the Company are subject to regulation by
one or more federal agencies, principally the Food and Drug Administration (the "FDA") and the Federal Trade Commission
(the "FTC"), and to a lesser extent the Consumer Product Safety Commission and United States Department of Agriculture.
The Company's activities are also regulated by various governmental agencies for the states and localities in which the Company's
products are sold, as well as by governmental agencies in certain countries outside the United States in which the Company's products
are sold. Among other matters, regulation by the FDA and FTC is concerned with product safety and claims made with respect to
a product's ability to provide health-related benefits.

Federal
agencies, primarily the FDA and FTC, have a variety of procedures and enforcement remedies available to them, including initiating
investigations, issuing warning letters and cease and desist orders, requiring corrective labeling or advertising, requiring consumer
redress (for example, requiring that a company offer to repurchase products previously sold to consumers), seeking injunctive
relief or product seizures, imposing civil penalties or commencing criminal prosecution. In addition, certain state agencies have
similar authority. These federal and state agencies have in the past used these remedies in regulating participants in the dietary
supplements industry, including the imposition by federal agencies of civil penalties in the millions of dollars against a few
industry participants. There can be no assurance that th