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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Boomer Holdings Inc (CE) | USOTC:BOMH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0004 | 0.00 | 01:00:00 |
Nevada
|
| |
4700
|
| |
85-1103646
|
(State or other jurisdiction of incorporation or organization)
|
| |
(Primary Standard Industrial Classification Code Number)
|
| |
(I.R.S. Employer Identification No.)
|
Title of each class
|
| |
Trading Symbol(s)
|
| |
Name of each exchange on which registered
|
Common stock
|
| |
BOMH
|
| |
OTC Markets
|
Large accelerated filer
|
| |
☐
|
| |
Accelerated filer
|
| |
☐
|
Non-accelerated filer
|
| |
☐
|
| |
Smaller reporting company
|
| |
☒
|
|
| |
|
| |
Emerging growth company
|
| |
☐
|
Title of each class of Proposed Maximum
|
| |
Amount being
registered
|
| |
Proposed Maximum
Aggregate offering
price per share(2)
|
| |
Aggregate
Offering Price(2)
|
| |
Amount of Registration
Fee Securities to be
registered Amount
to be registered(1)
|
Common Stock, par value $0.001 per share
|
| |
23,369,447
|
| |
$3.75
|
| |
$87,639,427
|
| |
$9,562
|
Total
|
| |
23,369,447
|
| |
$3.75
|
| |
$87,639,427
|
| |
$9,562
|
(1)
|
The common stock will be offered for resale by selling stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional common shares as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.
|
(2)
|
Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per security and the maximum aggregate offering price are based on the average of the bid and the ask price of the Registrant’s Common Stock as reported on the OTC Markets on September 27, 2020, which date is within five business days prior to filing this Registration Statement, on a split-adjusted basis.
|
*
|
Based on 139,213,311 shares of Common Stock outstanding on September 30, 2020.
|
•
|
progress of our products through the regulatory process;
|
•
|
government regulatory action affecting our products or our competitors’ products in both the United States and foreign countries;
|
•
|
developments or disputes concerning patent or proprietary rights;
|
•
|
economic conditions in the United States or abroad;
|
•
|
broad market fluctuations; and
|
•
|
changes in financial estimates by securities analysts.
|
•
|
fluctuations in quarterly operating results or the operating results of competitors;
|
•
|
variance in financial performance from the expectations of investors;
|
•
|
changes in the estimation of the future size and growth rate of its markets;
|
•
|
changes in accounting principles or changes in interpretations of existing principles, which could affect financial results;
|
•
|
failure of its products to achieve or maintain market acceptance or commercial success;
|
•
|
conditions and trends in the markets served;
|
•
|
changes in general economic, industry and market conditions;
|
•
|
success of competitive products and services;
|
•
|
changes in market valuations or earnings of competitors;
|
•
|
changes in pricing policies or the pricing policies of competitors;
|
•
|
announcements of significant new products, contracts, acquisitions or strategic alliances by the Company or its competitors;
|
•
|
potentially negative announcements, such as a review of any of our filings by the SEC, changes in accounting treatment or restatements of previously reported financial results or delays in our filings with the SEC:
|
•
|
changes in legislation or regulatory policies, practices or actions;
|
•
|
the commencement or outcome of litigation involving us, our general industry or both;
|
•
|
our filing for protection under federal bankruptcy laws;
|
•
|
recruitment or departure of key personnel;
|
•
|
changes in capital structure, such as future issuances of securities or the incurrence of additional debt;
|
•
|
actual or expected sales of Common Stock by stockholders; and
|
•
|
the trading volume of our Common Stock.
|
•
|
providing for a staggered board; and
|
•
|
authorizing the board of directors to fill vacant directorships or increase the size of its board of directors.
|
•
|
change the way we conduct business;
|
•
|
use expanded or different labeling;
|
•
|
recall, reformulate or discontinue certain products;
|
•
|
keep additional records;
|
•
|
increase the available documentation of the properties of its products;
|
•
|
and/or
|
•
|
increase the scientific proof of product ingredients, safety, and/or usefulness.
|
Name
|
| |
Age
|
| |
Position
|
Michael Quaid
|
| |
57
|
| |
Chief Executive Officer, Director
|
Daniel Capri
|
| |
69
|
| |
President, Chairman
|
Giang Thi Hoang
|
| |
41
|
| |
Director
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
($)
|
| |
Stock
Award(s)
($)
|
| |
Option
Awards
(#)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Daniel Capri, Chairman, President(1)
|
| |
2019
|
| |
$48,000
|
| |
$—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$48,000
|
|
| |
2018
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
—
|
| |
—
|
| |
$—
|
Thomas Ziemann, Director, COO(2)
|
| |
2019
|
| |
$60,000
|
| |
$—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$60,000
|
|
| |
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
$—
|
Michael Quaid, Director, CEO
|
| |
2019
|
| |
$60,000
|
| |
$—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$60,000
|
|
| |
2018
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$—
|
(1)
|
Mr. Capri has agreed to temporarily defer his salary.
|
(2)
|
Mr. Ziemann resigned effective September 4, 2020.
|
Shareholder(1)
|
| |
Beneficial
Ownership
|
| |
Percent of
Class(2)
|
Michael Quaid, Director, Chief Executive Officer,
|
| |
13,500,000
|
| |
9.7%
|
Daniel Capri, Chairman, President(3)
|
| |
34,000,000
|
| |
24.4%
|
Giang Thi Hoang, Director(4)
|
| |
11,940,001
|
| |
8.6%
|
All Officers and Directors as a Group (4 persons)
|
| |
59,440,001
|
| |
42.7%
|
(1)
|
The address for all officers, directors and beneficial owners is 8670 W Cheyenne Avenue, #120, Las Vegas Nevada 89129.
|
(2)
|
Based upon 139,213,311 shares of Common Stock outstanding.
|
(3).
|
Represents 7,000,000 shares of Common Stock held by Mr. Capri individually, 9,000,000 shares of Common Stock held by Nettech Holdings, 7,000,000 shares of Common Stock held by IBC of Nevada, Inc., 6,000,000 shares held by Reminders from Heaven LLC and 5,000,000 shares held by Whale Sports, over which Mr. Capri holds voting and dispositive control.
|
(4)
|
Includes 7,940,001 shares held by GTH Holdings LLC over which Ms. Hoang holds voting and dispositive control.
|
•
|
the authorized number of directors can be changed only by resolution of our board of directors;
|
•
|
our bylaws may be amended or repealed by our board of directors or our stockholders;
|
•
|
our board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve;
|
•
|
our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder meeting.
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Bart K. Gershenbaum
|
| |
10,001
|
| |
10,001
|
| |
0
|
| |
*
|
Justin Brown
|
| |
118,250
|
| |
118,250
|
| |
0
|
| |
*
|
Fred & Eileen Cimino
|
| |
36,000
|
| |
36,000
|
| |
0
|
| |
*
|
Howard Attenborough
|
| |
75,000
|
| |
75,000
|
| |
0
|
| |
*
|
Michael Larson
|
| |
54,002
|
| |
54,002
|
| |
0
|
| |
*
|
Michael Lahti
|
| |
36,000
|
| |
36,000
|
| |
0
|
| |
*
|
Larry Salisbury
|
| |
10,001
|
| |
10,001
|
| |
0
|
| |
*
|
Victor Bunce
|
| |
16,002
|
| |
16,002
|
| |
0
|
| |
*
|
Chris Cziesla
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Tri Huu Nguyen
|
| |
24,000
|
| |
24,000
|
| |
0
|
| |
*
|
Anh Tuan Pham
|
| |
48,000
|
| |
48,000
|
| |
0
|
| |
*
|
George Pozgar
|
| |
35,002
|
| |
35,002
|
| |
0
|
| |
*
|
Joshua Schneider
|
| |
68,501
|
| |
68,501
|
| |
0
|
| |
*
|
Nhi Huynh
|
| |
40,002
|
| |
40,002
|
| |
0
|
| |
*
|
John Wiederholt
|
| |
16,002
|
| |
16,002
|
| |
0
|
| |
*
|
John B. Gazerro and Arleen Gazerro
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Susan M. Gazerro
|
| |
9,002
|
| |
9,002
|
| |
0
|
| |
*
|
David Engram
|
| |
56,251
|
| |
56,251
|
| |
0
|
| |
*
|
Gary Marcotte
|
| |
77,502
|
| |
77,502
|
| |
0
|
| |
*
|
Richard Badessa
|
| |
100,002
|
| |
100,002
|
| |
0
|
| |
*
|
John Gregorio
|
| |
300,002
|
| |
300,002
|
| |
0
|
| |
*
|
Garrett Omuro
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Hallie Wiederholt
|
| |
4,002
|
| |
4,002
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
William Flynn Jr.
|
| |
9,000
|
| |
9,000
|
| |
0
|
| |
*
|
Bill Honeycutt
|
| |
8,001
|
| |
8,001
|
| |
0
|
| |
*
|
Mohit Sahgal
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Doug & Julie Ostrenga
|
| |
34,506
|
| |
34,506
|
| |
0
|
| |
*
|
Robert Ekstedt
|
| |
44,001
|
| |
44,001
|
| |
0
|
| |
*
|
Jason and Melissa Goeltz
|
| |
16,002
|
| |
16,002
|
| |
0
|
| |
*
|
David Haywood
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Stephen Garvin Jr.
|
| |
22,502
|
| |
22,502
|
| |
0
|
| |
*
|
Stephen George Garvin III
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Randy Miller
|
| |
72,000
|
| |
72,000
|
| |
0
|
| |
*
|
Kristy Jensen
|
| |
9,501
|
| |
9,501
|
| |
0
|
| |
*
|
Burke Bennett
|
| |
18,001
|
| |
18,001
|
| |
0
|
| |
*
|
Charles Saulson
|
| |
20,002
|
| |
20,002
|
| |
0
|
| |
*
|
Casey Hall Anderson
|
| |
8,002
|
| |
8,002
|
| |
0
|
| |
*
|
Lisa Dawood-Hogan
|
| |
4,001
|
| |
4,001
|
| |
0
|
| |
*
|
Mary Sinobio
|
| |
81,000
|
| |
81,000
|
| |
0
|
| |
*
|
Anthony Moretti
|
| |
109,002
|
| |
109,002
|
| |
0
|
| |
*
|
Rob E. Holt
|
| |
120,003
|
| |
120,003
|
| |
0
|
| |
*
|
Jon and Beverly Bolt
|
| |
40,002
|
| |
40,002
|
| |
0
|
| |
*
|
Mark Joern
|
| |
52,502
|
| |
52,502
|
| |
0
|
| |
*
|
John Preschlack
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Leonard Kobylenski
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Nathan Chappell
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Anthony Dibrito
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Wayne McPherson
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Jake Kirby
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Matthew Busick
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Larry D Doty
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
Steve Holyoak
|
| |
13,252
|
| |
13,252
|
| |
0
|
| |
*
|
Michael L Martin and Anita Louise Martin
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Gold Mine Trust
|
| |
125,001
|
| |
125,001
|
| |
0
|
| |
*
|
Thomas F. Wells
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
Melvin Yoshio Morikawa
|
| |
50,004
|
| |
50,004
|
| |
0
|
| |
*
|
Matthew Borkowski
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Elliot Rittenberg
|
| |
51,550
|
| |
51,550
|
| |
0
|
| |
*
|
Theodore W. Manos Sr.
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Les Gocha
|
| |
4,002
|
| |
4,002
|
| |
0
|
| |
*
|
Hoa Thi An Truong
|
| |
16,002
|
| |
16,002
|
| |
0
|
| |
*
|
Mimi T Ho
|
| |
220,001
|
| |
220,001
|
| |
0
|
| |
*
|
Lennie Graves
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Miguel Moises Garcia
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Neil H Wright
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Phil and Janet Shuman
|
| |
50,001
|
| |
50,001
|
| |
0
|
| |
*
|
William & Cathy Holl
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
Shana Wheeler
|
| |
30,000
|
| |
30,000
|
| |
0
|
| |
*
|
Richard Wheeler
|
| |
60,000
|
| |
60,000
|
| |
0
|
| |
*
|
Duc Sy Nguyen
|
| |
30,000
|
| |
30,000
|
| |
0
|
| |
*
|
Thang Pham
|
| |
100,002
|
| |
100,002
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Michael McGrath
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
Matthew Shuman
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
Gregg Knudten
|
| |
212,501
|
| |
212,501
|
| |
0
|
| |
*
|
GTH Holdings LLC
|
| |
200,001
|
| |
200,001
|
| |
0
|
| |
*
|
Brent Dodge
|
| |
20,002
|
| |
20,002
|
| |
0
|
| |
*
|
Anthony Tryon
|
| |
75,000
|
| |
75,000
|
| |
0
|
| |
*
|
Amanda Sandavol
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
Sammi Hamilton
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
Richard and Faith Schantz
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
David Larson
|
| |
25,002
|
| |
25,002
|
| |
0
|
| |
*
|
Steve Garvin
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Successful 1000
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Sharon Ruhle
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Connor Stastny
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Chase Eller
|
| |
32,001
|
| |
32,001
|
| |
0
|
| |
*
|
William B. Bunce
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
W J Byrnes & Company Of Los Angeles Inc.
|
| |
40,002
|
| |
40,002
|
| |
0
|
| |
*
|
Anne & Larry Kleine
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Brandt Jobe
|
| |
250,002
|
| |
250,002
|
| |
0
|
| |
*
|
William Jobe
|
| |
250,002
|
| |
250,002
|
| |
0
|
| |
*
|
David Mingo
|
| |
46,252
|
| |
46,252
|
| |
0
|
| |
*
|
Jessica Folino
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
Shane Lebaron
|
| |
10,002
|
| |
10,002
|
| |
0
|
| |
*
|
Brett Fleming
|
| |
40,002
|
| |
40,002
|
| |
0
|
| |
*
|
Raymond Ruzzo
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
George Capri
|
| |
16,002
|
| |
16,002
|
| |
0
|
| |
*
|
Thomas L Young
|
| |
80,001
|
| |
80,001
|
| |
0
|
| |
*
|
Jon Bal
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Kevin C Minter
|
| |
250,002
|
| |
250,002
|
| |
0
|
| |
*
|
Smedsrud Consulting LLC
|
| |
48,000
|
| |
48,000
|
| |
0
|
| |
*
|
Guerra Holdings Inc
|
| |
2,000,001
|
| |
2,000,001
|
| |
0
|
| |
*
|
Amy Kerr
|
| |
82,001
|
| |
82,001
|
| |
0
|
| |
*
|
Michael A. Dominick
|
| |
20,001
|
| |
20,001
|
| |
0
|
| |
*
|
Craig Casca
|
| |
162,000
|
| |
162,000
|
| |
0
|
| |
*
|
Brandon Gause
|
| |
65,000
|
| |
65,000
|
| |
0
|
| |
*
|
Kenneth L. Fournier
|
| |
37,500
|
| |
37,500
|
| |
0
|
| |
*
|
Victor O. Springer
|
| |
48,600
|
| |
48,600
|
| |
0
|
| |
*
|
Tri Nuu Nguyen
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
John C And Laura L Herian
|
| |
43,750
|
| |
43,750
|
| |
0
|
| |
*
|
Annie Katherine Markowitz
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Colby D. Lamberson
|
| |
250,000
|
| |
250,000
|
| |
0
|
| |
*
|
Iian J Shalit
|
| |
250,000
|
| |
250,000
|
| |
0
|
| |
*
|
Neil Wright
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Chris Biscof
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
David Pardy
|
| |
32,500
|
| |
32,500
|
| |
0
|
| |
*
|
Dwayne Goedemondt
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Theodore Heiden
|
| |
17,500
|
| |
17,500
|
| |
0
|
| |
*
|
Ryan Kirkham
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Mark Fine
|
| |
100,000
|
| |
100,000
|
| |
0
|
| |
*
|
Dr. Thang Do
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Esmeralda Castellanos
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Mariela Castellanos
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Mario Castellanos
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Charles A. & Mary Sue Murphy
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Charles A. Murphy Jr.
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Monica Sorrell
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Katherine McGee
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Toan Phan
|
| |
37,500
|
| |
37,500
|
| |
0
|
| |
*
|
Hien Nguyen
|
| |
18,750
|
| |
18,750
|
| |
0
|
| |
*
|
Tuan Phan Nguyen
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Jordan Rovitio/CSNM
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Diem Nguyen
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Bich Tien Nguyen
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
William Carlucci
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Pham Tong Mai Han
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Jessy Nguyen
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Richard Shavlik
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Roger Shavlik
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Tricia Freeman
|
| |
3,500
|
| |
3,500
|
| |
0
|
| |
*
|
Jia Jian Blaze Li
|
| |
56,000
|
| |
56,000
|
| |
0
|
| |
*
|
Jon Endresen Jr.
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Jessica Trang Doan Vo
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Eric Hettinga
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Susan Prewitt
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Hanh Nguyen
|
| |
16,500
|
| |
16,500
|
| |
0
|
| |
*
|
Thomas Frangella
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
David Farell
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
David Racz
|
| |
69,800
|
| |
69,800
|
| |
0
|
| |
*
|
Wayne Moon
|
| |
30,000
|
| |
30,000
|
| |
0
|
| |
*
|
Bob Burg
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Mike Ziemann
|
| |
178,250
|
| |
178,250
|
| |
0
|
| |
*
|
Robert &Joanne Duncan
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Karen Roth
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Deborah Chan
|
| |
1,250
|
| |
1,250
|
| |
0
|
| |
*
|
Karen Warren Kelley
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Scott Hadley
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Nguyen Thanh Liem
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Jeanie Alcorn
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Douglas Wescott
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Tai Phan Luong Ho
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Marte Lash
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Anna Nguyen
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Michael James Lahti
|
| |
68,500
|
| |
68,500
|
| |
0
|
| |
*
|
Oanh Nguyen
|
| |
300,000
|
| |
300,000
|
| |
0
|
| |
*
|
Ngoc Trai Pham
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Dang Minh Bui
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Thanh Doan Vo
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Khanh Do Huu
|
| |
24,000
|
| |
24,000
|
| |
0
|
| |
*
|
Tien Thuy Nguyen
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Phu Y Le
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Pradyuman C. Shah
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Nikita Shah & Rekha Shah
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Dilipkumar R. Patel & Malti D Patel
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Phaser Systems Inc.
|
| |
33,334
|
| |
33,334
|
| |
0
|
| |
*
|
Big Biz Marketing LLC.
|
| |
33,333
|
| |
33,333
|
| |
0
|
| |
*
|
AMR LLC.
|
| |
33,333
|
| |
33,333
|
| |
0
|
| |
*
|
Tam Nguyen
|
| |
22,000
|
| |
22,000
|
| |
0
|
| |
*
|
Matthew Wester Guerton
|
| |
64,000
|
| |
64,000
|
| |
0
|
| |
*
|
Phat Nguyen
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Denise LaForest
|
| |
8,000
|
| |
8,000
|
| |
0
|
| |
*
|
Michael Khang Nguyen
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Dinh Quang Le
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Louie Trong Than
|
| |
12,500
|
| |
12,500
|
| |
0
|
| |
*
|
Michael and Rhonda Stauner Revocable Trust U/A/D June 24, 1993
|
| |
684,000
|
| |
684,000
|
| |
0
|
| |
*
|
Tri Huu Nguyen
|
| |
67,489
|
| |
67,489
|
| |
0
|
| |
*
|
Kristy Jensen
|
| |
8,000
|
| |
8,000
|
| |
0
|
| |
*
|
Jacob Schneider
|
| |
14,000
|
| |
14,000
|
| |
0
|
| |
*
|
Clement Schneider
|
| |
40,500
|
| |
40,500
|
| |
0
|
| |
*
|
Daryl Deangelis
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Quoc Huy Truong
|
| |
12,000
|
| |
12,000
|
| |
0
|
| |
*
|
Netmore Holdings LLC
|
| |
30,000
|
| |
30,000
|
| |
0
|
| |
*
|
Austin James Flieder
|
| |
16,000
|
| |
16,000
|
| |
0
|
| |
*
|
Michael Richmond
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Ricky Badesa
|
| |
100,000
|
| |
100,000
|
| |
0
|
| |
*
|
Thanh Phan Po
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Marie To
|
| |
9,200
|
| |
9,200
|
| |
0
|
| |
*
|
Jeffrey & Jennifer Tinsley
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Jaclyn Salvatore
|
| |
120,000
|
| |
120,000
|
| |
0
|
| |
*
|
Enfield Enterprises Inc
|
| |
100,000
|
| |
100,000
|
| |
0
|
| |
*
|
Rob Holt
|
| |
80,000
|
| |
80,000
|
| |
0
|
| |
*
|
Regina Hanson
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Merry Groff
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Lorena Andrea Munoz Cardenas
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Amanda Schaffer
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Karina Ramirez
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Aurora Valuena
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Mya Moore
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Raymundo Victoria
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Gth Holdings
|
| |
2,000,000
|
| |
2,000,000
|
| |
0
|
| |
*
|
Anthony DeQuattro
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Brace Young
|
| |
80,000
|
| |
80,000
|
| |
0
|
| |
*
|
Bracebridge H Young Jr 1999 Family Trust
|
| |
80,000
|
| |
80,000
|
| |
0
|
| |
*
|
Harrison Quaid
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Graham Ganshirt
|
| |
4,000
|
| |
4,000
|
| |
0
|
| |
*
|
Mark DiValrio
|
| |
6,000
|
| |
6,000
|
| |
0
|
| |
*
|
Watchorn Living Trust
|
| |
40,000
|
| |
40,000
|
| |
0
|
| |
*
|
Michael Watchorn
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Su Min Ha
|
| |
24,000
|
| |
24,000
|
| |
0
|
| |
*
|
Jake Quaid
|
| |
40,000
|
| |
40,000
|
| |
0
|
| |
*
|
Blaze Li
|
| |
118,500
|
| |
118,500
|
| |
0
|
| |
*
|
Steve Denk
|
| |
1,000,000
|
| |
1,000,000
|
| |
0
|
| |
*
|
Regis Durbin
|
| |
8,000
|
| |
8,000
|
| |
0
|
| |
*
|
Todd G. Smits and Mary B. Smits
|
| |
55,666
|
| |
55,666
|
| |
0
|
| |
*
|
Debra L Ziemann
|
| |
110,000
|
| |
110,000
|
| |
0
|
| |
*
|
Candace Richmond
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Joshua Nehring
|
| |
32,000
|
| |
32,000
|
| |
0
|
| |
*
|
Mark Terry
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Geno Quaid
|
| |
60,000
|
| |
60,000
|
| |
0
|
| |
*
|
Carl Ekstedt & Lois Ekstedt
|
| |
36,000
|
| |
36,000
|
| |
0
|
| |
*
|
Mary Clifton
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Steven Douglas & Donna Jean Ralls
|
| |
160,000
|
| |
160,000
|
| |
0
|
| |
*
|
Thomas Wells
|
| |
300,000
|
| |
300,000
|
| |
0
|
| |
*
|
Netmore Holdings LLC
|
| |
35,000
|
| |
35,000
|
| |
0
|
| |
*
|
Heng Lim
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Quadrant Sales & Marketing LLC
|
| |
2,000
|
| |
2,000
|
| |
0
|
| |
*
|
Edward Dietze
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Chris Vetsch
|
| |
10,000
|
| |
10,000
|
| |
0
|
| |
*
|
Thomas You
|
| |
80,000
|
| |
80,000
|
| |
0
|
| |
*
|
Eric Stimpson
|
| |
8,000
|
| |
8,000
|
| |
0
|
| |
*
|
Joanna Capri
|
| |
16,000
|
| |
16,000
|
| |
0
|
| |
*
|
Richard Taylor
|
| |
40,000
|
| |
40,000
|
| |
0
|
| |
*
|
Robert Simms
|
| |
4,000
|
| |
4,000
|
| |
0
|
| |
*
|
Tatyana Manos
|
| |
24,000
|
| |
24,000
|
| |
0
|
| |
*
|
Melissa Hagan
|
| |
4,000
|
| |
4,000
|
| |
0
|
| |
*
|
Emily Nguyen
|
| |
78,000
|
| |
78,000
|
| |
0
|
| |
*
|
Natalie Harms
|
| |
500,000
|
| |
500,000
|
| |
0
|
| |
*
|
Sandra Hammer
|
| |
500,000
|
| |
500,000
|
| |
0
|
| |
*
|
Kimberly Hammer
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Clinton Evans
|
| |
45,000
|
| |
45,000
|
| |
0
|
| |
*
|
Bruce Gold
|
| |
1,100,000
|
| |
1,100,000
|
| |
0
|
| |
*
|
Di Domenico Creative Inc.
|
| |
3,000
|
| |
3,000
|
| |
0
|
| |
*
|
Larry Thomas Enterprises Inc.
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Julia Wang
|
| |
1,000
|
| |
1,000
|
| |
0
|
| |
*
|
Gibson Farone-Collins
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Griffin Lazarus
|
| |
20,000
|
| |
20,000
|
| |
0
|
| |
*
|
Libertas Funding
|
| |
50,000
|
| |
50,000
|
| |
0
|
| |
*
|
Warren Fellus
|
| |
20,750
|
| |
20,750
|
| |
0
|
| |
*
|
Andrew Fellus
|
| |
20,750
|
| |
20,750
|
| |
0
|
| |
*
|
TRS Capital LLC
|
| |
8,500
|
| |
8,500
|
| |
0
|
| |
*
|
Nicole Fischer
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Boomer Investment Holdings LLC
|
| |
3,000,000
|
| |
3,000,000
|
| |
0
|
| |
*
|
Investor Name
|
| |
Total Shares
Beneficially
Owned
Prior to
Offering
|
| |
Maximum
Number of
Shares
to be Sold
Pursuant to the
Prospectus
|
| |
Number of
Shares
Beneficially
Owned After
Offering
|
| |
% of
Class
After
Offering*
|
Annette Murphey
|
| |
30,000
|
| |
30,000
|
| |
0
|
| |
*
|
Laura Griffin
|
| |
15,000
|
| |
15,000
|
| |
0
|
| |
*
|
Krystal Calista
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Jaqueline Pacheco
|
| |
5,000
|
| |
5,000
|
| |
0
|
| |
*
|
Cynthia & Carlos Ferreira
|
| |
40,000
|
| |
40,000
|
| |
0
|
| |
*
|
Halle Jae
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Luis Henriquez
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Kaylina Fleuridas
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Jennifer Ryan
|
| |
25,000
|
| |
25,000
|
| |
0
|
| |
*
|
Adriana Banda
|
| |
26,000
|
| |
26,000
|
| |
0
|
| |
*
|
Kelly Amen
|
| |
400,000
|
| |
400,000
|
| |
0
|
| |
*
|
Jamie Dunn
|
| |
100,000
|
| |
100,000
|
| |
0
|
| |
*
|
Steve McCrea
|
| |
100,000
|
| |
100,000
|
| |
0
|
| |
*
|
Damon Capri
|
| |
200,000
|
| |
200,000
|
| |
0
|
| |
*
|
Mary Clifton
|
| |
81,000
|
| |
81,000
|
| |
0
|
| |
*
|
Richard G Badessa Jr
|
| |
200,000
|
| |
200,000
|
| |
0
|
| |
*
|
OOON LLC
|
| |
200,000
|
| |
200,000
|
| |
0
|
| |
*
|
Makisupa Trading Corp
|
| |
40,000
|
| |
40,000
|
| |
0
|
| |
*
|
Eddie Garcia
|
| |
300,000
|
| |
300,000
|
| |
0
|
| |
*
|
Total:
|
| |
16,584,897
|
| |
16,584,897
|
| |
0
|
| |
*
|
*
|
Percentage not listed if less than 1%.
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
•
|
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
•
|
privately negotiated transactions;
|
•
|
settlement of short sales;
|
•
|
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
|
•
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
•
|
a combination of any such methods of sale; or
|
•
|
any other method permitted pursuant to applicable law
|
|
| |
Three Months Ended April 30,
|
| |
|
| |
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
Changes
|
|||||||||
|
| |
Amount
|
| |
% of
Revenue
|
| |
Amount
|
| |
% of
Revenue
|
| |
Amount
|
| |
%
|
Net revenue
|
| |
$1,249,373
|
| |
100.0%
|
| |
$—
|
| |
0.0%
|
| |
$1,249,373
|
| |
100.0%
|
Cost of Goods Sold
|
| |
782,982
|
| |
62.7%
|
| |
—
|
| |
0.0%
|
| |
782,982
|
| |
62.7%
|
Gross profit
|
| |
466,391
|
| |
37.3%
|
| |
—
|
| |
0.0%
|
| |
466,391
|
| |
37.3 %
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Advertising and marketing
|
| |
427,743
|
| |
34.2%
|
| |
—
|
| |
0.0%
|
| |
427,743
|
| |
34.2%
|
General and administrative
|
| |
552,904
|
| |
44.7%
|
| |
—
|
| |
0.0%
|
| |
552,904
|
| |
44.7%
|
Payroll and payroll taxes
|
| |
662,656
|
| |
53.0%
|
| |
—
|
| |
0.0%
|
| |
662,656
|
| |
53.0%
|
Professional fees
|
| |
582,875
|
| |
46.7%
|
| |
—
|
| |
0.0%
|
| |
582,875
|
| |
46.7%
|
Research and development
|
| |
539
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
| |
539
|
| |
0.0%
|
Depreciation and amortization
|
| |
11,536
|
| |
0.9%
|
| |
—
|
| |
0.0%
|
| |
11,536
|
| |
0.9%
|
Rent
|
| |
144,910
|
| |
11.6%
|
| |
—
|
| |
0.0%
|
| |
144,910
|
| |
11.6%
|
Total operating expenses
|
| |
2,383,163
|
| |
190.7%
|
| |
—
|
| |
0.0%
|
| |
2,382,163
|
| |
190.7%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss from operations
|
| |
(1,916,772)
|
| |
-153.4%
|
| |
—
|
| |
0.0%
|
| |
(1,916,772)
|
| |
-153.4%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other Income (Expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(91,274)
|
| |
-7.3%
|
| |
—
|
| |
0.0%
|
| |
(91,274)
|
| |
-7.3%
|
Other income
|
| |
1,790
|
| |
0.1%
|
| |
—
|
| |
0.0%
|
| |
1,790
|
| |
0.1%
|
Total other income (expense)
|
| |
(89,484)
|
| |
-7.2%
|
| |
—
|
| |
0.0%
|
| |
(89,484)
|
| |
-7.2%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss before provision for income taxes
|
| |
(2,006,256)
|
| |
-160.6.%
|
| |
—
|
| |
0.0%
|
| |
(2,006,256)
|
| |
-160.6%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Provision for income taxes
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net loss
|
| |
$(2,006,256)
|
| |
-160.6%
|
| |
$—
|
| |
0.0%
|
| |
$(2,006,256)
|
| |
-160.6%
|
|
| |
Nine Months Ended April 30,
|
| |
|
| |
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
Changes
|
|||||||||
|
| |
Amount
|
| |
% of
Revenue
|
| |
Amount
|
| |
% of
Revenue
|
| |
Amount
|
| |
%
|
Net revenue
|
| |
$1,676,936
|
| |
100.0%
|
| |
$—
|
| |
0.0%
|
| |
$1,676,936
|
| |
100.0%
|
Cost of Goods Sold
|
| |
936,369
|
| |
55.8%
|
| |
—
|
| |
0.0%
|
| |
936,369
|
| |
55.8%
|
Gross profit
|
| |
740,567
|
| |
44.2%
|
| |
—
|
| |
0.0%
|
| |
740,567
|
| |
44.2%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Advertising and marketing
|
| |
1,067,396
|
| |
63.7%
|
| |
—
|
| |
0.0%
|
| |
1,067,396
|
| |
63.7%
|
General and administrative
|
| |
1,083,610
|
| |
64.6%
|
| |
—
|
| |
0.0%
|
| |
1,083,610
|
| |
64.6%
|
Payroll and payroll taxes
|
| |
1,566,840
|
| |
93.4%
|
| |
—
|
| |
0.0%
|
| |
1,566,840
|
| |
93.4%
|
Professional fees
|
| |
1,550,257
|
| |
92.4%
|
| |
—
|
| |
0.0%
|
| |
1,550,257
|
| |
92.4%
|
Research and development
|
| |
17,024
|
| |
1.0%
|
| |
—
|
| |
0.0%
|
| |
17,024
|
| |
1.0%
|
Depreciation and amortization
|
| |
19,834
|
| |
1.2%
|
| |
—
|
| |
0.0%
|
| |
19,834
|
| |
1.2%
|
Rent
|
| |
343,005
|
| |
20.5%
|
| |
—
|
| |
0.0%
|
| |
343,005
|
| |
20.5%
|
Total operating expenses
|
| |
5,647,966
|
| |
336.8%
|
| |
—
|
| |
0.0%
|
| |
5,647,966
|
| |
336.8%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss from operations
|
| |
(4,907,399)
|
| |
-292.6%
|
| |
—
|
| |
0.0%
|
| |
(4,907,399)
|
| |
-292.6%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other Income (Expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(175,864)
|
| |
-10.5%
|
| |
—
|
| |
0.0%
|
| |
(175,864)
|
| |
-10.5%
|
Other income
|
| |
3,280
|
| |
0.2%
|
| |
—
|
| |
0.0%
|
| |
3,280
|
| |
0.2%
|
Total other income (expense)
|
| |
(172,584)
|
| |
-10.3%
|
| |
—
|
| |
0.0%
|
| |
(172,584)
|
| |
-10.5%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss before provision for income taxes
|
| |
(5,079,983)
|
| |
-302.9%
|
| |
—
|
| |
0.0%
|
| |
(5,079,983)
|
| |
-302.9%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Provision for income taxes
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
| |
—
|
| |
0.0%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net loss
|
| |
$(5,079,983)
|
| |
-302.9%
|
| |
$—
|
| |
0.0%
|
| |
$(5,079,983)
|
| |
-302.9%
|
|
| |
Nine Months Ended April 30,
|
|||
|
| |
2020
|
| |
2019
|
Net cash provided by (used in) operating activities
|
| |
$(5,410,046)
|
| |
$—
|
Net cash provided by (used in) investing activities
|
| |
(114,538)
|
| |
—
|
Net cash provided by (used in) financing activities
|
| |
5,500,032
|
| |
—
|
Net increase (decrease) in cash
|
| |
$(24,552)
|
| |
—
|
|
| |
Page
|
| | ||
| | ||
Financial Statements
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
Interim Condensed Financial Statements for the Three Months Ended April 30, 2020
|
| |
|
| | ||
| | ||
| | ||
| |
December 31,
|
| |
2019
|
ASSETS
|
| |
|
Current Assets:
|
| |
|
Cash
|
| |
$684,351
|
Accounts receivable, net of allowance for bad debt of $0
|
| |
10,060
|
Inventories, net
|
| |
49,203
|
Prepaid expenses and other current assets
|
| |
23,511
|
Total current assets
|
| |
767,125
|
Non-current Assets:
|
| |
|
Property and equipment, net
|
| |
114,472
|
Operating lease right-of-use assets, net
|
| |
1,173,515
|
Total non-current assets
|
| |
1,287,987
|
Total assets
|
| |
$2,055,112
|
|
| |
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| |
|
Current Liabilities:
|
| |
|
Accounts payable
|
| |
$355,067
|
Accrued expenses
|
| |
166,270
|
Lines of credit - related parties
|
| |
406,021
|
Current portion of operating lease liabilities
|
| |
250,665
|
Total current liabilities
|
| |
1,178,023
|
Operating lease liabilities, less current portion
|
| |
960,694
|
Total liabilities
|
| |
2,138,717
|
Commitments and Contingencies
|
| |
|
|
| |
|
Stockholders’ Deficit:
|
| |
|
Common stock, no par value; 200,0000,000 shares authorized, 121,446,757 shares issued and outstanding
|
| |
—
|
Additional paid-in capital
|
| |
2,782,468
|
Accumulated deficit
|
| |
(2,866,073)
|
Total stockholders’ deficit
|
| |
(83,605)
|
Total liabilities and stockholders’ deficit
|
| |
$2,055,112
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Amount
|
Net sales
|
| |
$371,650
|
Cost of sales
|
| |
165,461
|
Gross profit
|
| |
206,189
|
Operating expenses:
|
| |
|
Sales and marketing
|
| |
647,831
|
General and administrative
|
| |
2,377,090
|
Total operating expenses
|
| |
3,024,921
|
Loss from operations
|
| |
(2,818,732)
|
Other income (expense):
|
| |
|
Interest income
|
| |
300
|
Interest expense
|
| |
(47,641)
|
Total other expense, net
|
| |
(47,341)
|
Loss before income tax provision
|
| |
(2,866,073)
|
Income tax provision
|
| |
—
|
Net loss
|
| |
$(2,866,073)
|
Earnings (loss) per share:
|
| |
|
Basic and diluted
|
| |
$(0.02)
|
Weighted average number of common shares outstanding:
|
| |
|
Basic and diluted
|
| |
118,766,430
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Amount
|
Cash flows from operating activities:
|
| |
|
Net loss
|
| |
$(2,866,073)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
Depreciation expense - property and equipment
|
| |
2,982
|
Changes in assets and liabilities:
|
| |
|
Accounts payable
|
| |
355,067
|
Accounts receivable
|
| |
(10,060)
|
Inventories
|
| |
(49,203)
|
Prepaid expenses and other current assets
|
| |
(23,511)
|
Operating lease right-of-use assets, net of liabilities
|
| |
37,844
|
Accrued expenses
|
| |
166,270
|
Net cash used in operating activities
|
| |
(2,386,684)
|
Cash flows from investing activities:
|
| |
|
Purchases of property and equipment
|
| |
(117,454)
|
Net cash used in investing activities
|
| |
(117,454)
|
Cash flows from financing activities:
|
| |
|
Borrowing from line of credit - related parties
|
| |
406,021
|
Issuance of common stock
|
| |
2,782,468
|
Net cash provided by financing activities
|
| |
3,188,489
|
Net increase in cash
|
| |
684,351
|
Cash – beginning of year
|
| |
—
|
Cash – end of year
|
| |
$684,351
|
Supplemental disclosures of cash flow information
|
| |
|
Cash paid during the year for:
|
| |
|
Interest
|
| |
$35,427
|
Income taxes
|
| |
$—
|
|
| |
Common Stock
|
| |
Additional
Paid-in Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Deficit
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balances - June 7, 2019 (date of formation)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Issuance of stock
|
| |
121,446,757
|
| |
—
|
| |
2,782,468
|
| |
—
|
| |
2,782,468
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,866,073)
|
| |
(2,866,073)
|
Balances - December 31, 2019
|
| |
121,446,757
|
| |
$—
|
| |
$2,782,468
|
| |
$(2,866,073)
|
| |
$(83,605)
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Amount
|
Furniture and equipment
|
| |
$14,381
|
Leasehold Improvement
|
| |
102,666
|
Computer
|
| |
409
|
Total property and equipment
|
| |
117,456
|
Total accumulated depreciation
|
| |
(2,984)
|
Total property and equipment, net
|
| |
$114,472
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Amount
|
July 2019 ($300,000 line of credit) - Line of credit with maturity date of June 30, 2021 with 6% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
$80,681
|
July 2019 ($150,000 line of credit) - Line of credit with maturity date of June 30, 2021 with 6% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
65,300
|
July 2019 ($300,000 line of credit) - Line of credit with maturity date of June 30, 2021 with 6% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
260,040
|
Total lines of credit
|
| |
406,021
|
Less: Short-term portion
|
| |
—
|
Total lines of credit - current portion
|
| |
$406,021
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Amount
|
Net loss
|
| |
$(2,866,073)
|
Dividends
|
| |
—
|
Stock option
|
| |
—
|
Adjusted net income (loss) attribution to stockholders
|
| |
$(2,866,073)
|
Weighted-average shares of common stock outstanding Basic and Diluted
|
| |
118,766,430
|
Net income (loss) attribute to shareholders per share Basic and Diluted
|
| |
$(0.02)
|
Description
|
| |
Rate
|
Statutory federal rate
|
| |
21.00%
|
State income taxes net of federal income tax benefit and others
|
| |
0.00%
|
Permanent differences for tax purposes and others
|
| |
0.00%
|
Change in valuation allowance
|
| |
-21.00%
|
Effective tax rate
|
| |
0.00%
|
Deferred tax assets:
|
| |
FY 2019
|
Net Operating Loss
|
| |
$574,694
|
Stock-based compensation
|
| |
—
|
Other temporary differences
|
| |
114,472
|
Total deferred tax assets
|
| |
684,166
|
Less: Valuation Allowance
|
| |
(684,166 )
|
Total deferred tax assets
|
| |
$0
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Thomas Ziemann, a shareholder of the Company. Mr. Thomas Ziemann provides various consulting services to the Company. The Company recorded expense of $79,114 for period June 7, 2019 (date of formation) to December 31, 2019 and had outstanding balance recorded as accrued expense of $79,114 as of December 31, 2019.
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Daniel Capri, a shareholder and Chief Executive Officer of the Company. Mr. Daniel Capri provides various consulting and management services to the Company. The Company recorded expense of $16,295 for period June 7, 2019 (date of formation) to December 31, 2019 and had outstanding balance recorded as accrued expense of $16,295 as of December 31, 2019.
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Rob Ekstedt, a shareholder of the Company. Mr. Rob Ekstedt provides various consulting services to the Company. The Company recorded expense of $4,000 for period June 7, 2019 (date of formation) to December 31, 2019 and had outstanding balance recorded as accrued expense of $4,000 as of December 31, 2019.
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Mike Quaid, a shareholder of the Company. Mr. Mike Quaid provides various consulting services to the Company. The Company recorded expense of $19,996 for period June 7, 2019 (date of formation) to December 31, 2019 and had outstanding balance recorded as accrued expense of $19,996 as of December 31, 2019.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $300,000 with Daniel Capri, the owner and founder of Whale Sports and President of the Company. The maturity date of the line of credit is June 30, 2021.
|
•
|
Line of Credit– On July 1, 2019, the Company entered into a line of credit agreement in the amount of $150,000 with Giang Hoang, a shareholder of the Company. The maturity date of the line of credit is June 30, 2021.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $300,000 with Michael Quaid, Chief Executive Officer of the Company. The maturity date of the line of credit is June 30, 2021.
|
•
|
Cheyenne Fairways – On July 25, 2019, the Company entered into an operating facility lease for its corporate office located in Las Vegas with 84 months term and with option to extend from 2 years to 5 years at the market rate. The lease started on September 1, 2019 and expires on August 31, 2026.
|
•
|
Cheyenne Technology Center – On September 16, 2019, the Company entered into an operating facility lease for its retail and warehouse located in Las Vegas for 37 months expiring on November 31, 2022.
|
June 7, 2019 (date of formation) to December 31, 2019
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Operating lease expense
|
| |
$37,044
|
| |
$3,523
|
| |
$40,567
|
Total lease expense
|
| |
$37,044
|
| |
$3,523
|
| |
$40,567
|
Year ended December 31,
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Undiscounted cash flows:
|
| |
|
| |
|
| |
|
2020
|
| |
$244,963
|
| |
$29,389
|
| |
$274,352
|
2021
|
| |
231,695
|
| |
30,564
|
| |
262,259
|
2022
|
| |
238,252
|
| |
26,332
|
| |
264,584
|
2023
|
| |
244,810
|
| |
—
|
| |
244,810
|
2024
|
| |
251,367
|
| |
—
|
| |
251,367
|
Thereafter
|
| |
434,974
|
| |
—
|
| |
434,974
|
Total undiscounted cash flows
|
| |
1,646,061
|
| |
86,285
|
| |
1,732,346
|
|
| |
|
| |
|
| |
|
Discounted cash flows:
|
| |
|
| |
|
| |
|
Lease liabilities - current
|
| |
223,277
|
| |
27,388
|
| |
250,665
|
Lease liabilities - long-term
|
| |
864,968
|
| |
46,061
|
| |
911,029
|
Total discounted cash flows
|
| |
1,088,245
|
| |
73,449
|
| |
1,161,694
|
|
| |
|
| |
|
| |
|
Difference between undiscounted and discounted cash flows
|
| |
$557,816
|
| |
$12,836
|
| |
$570,652
|
Year ending
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Minimum lease payments
|
| |
|
| |
|
| |
|
2020
|
| |
$223,277
|
| |
$27,388
|
| |
$250,665
|
2021
|
| |
187,112
|
| |
25,784
|
| |
212,896
|
2022
|
| |
170,753
|
| |
20,277
|
| |
191,030
|
2023
|
| |
155,707
|
| |
—
|
| |
155,707
|
2024
|
| |
141,885
|
| |
—
|
| |
141,885
|
Thereafter
|
| |
209,511
|
| |
—
|
| |
209,511
|
Present values of minimum lease payments
|
| |
$1,088,245
|
| |
$73,449
|
| |
$1,161,694
|
•
|
On January 7, 2020, Boomer Holdings, Inc. executed an Agreement of Merger and Plan of Share Exchange (the “Exchange Agreement”), with BNW, Boomer Naturals Holdings, Inc., a Nevada corporation (“Boomer”), Boomer Naturals, Inc., and the shareholders of Boomer (the “Exchange”). Upon consummation of the transactions set forth in the Exchange Agreement (the “Closing”), the Boomer Holdings, Inc. adopted the business plan of Boomer. Pursuant to the terms of the Agreement, Boomer Holdings, Inc. agreed to acquire all of the outstanding shares of Boomer in exchange for the issuance of an aggregate 40,326,913 pre-split shares (the “Exchange Shares”) of the Boomer Holdings, Inc. Common Stock. Pursuant to the terms of the Exchange Agreement, BNW agreed to retire 8,000,000 shares of Boomer Holdings, Inc. Common Stock. As a result of the Exchange, Boomer became a wholly-owned subsidiary of Boomer Holdings, Inc. and following the consummation of the Exchange, the shareholders of Boomer will beneficially own approximately Ninety-Four Percent (94%) of the issued and outstanding Common Stock of Boomer Holdings, Inc..
|
•
|
On January 10, 2020, Boomer Naturals executed a Trademark License Agreement (the “License Agreement”) with Tommy Bahama Group, Inc. (“Tommy Bahama”) a wholly owned subsidiary of Oxford Industries, Inc. Pursuant to the terms of the License Agreement, Tommy Bahama agreed to license the Tommy Bahama trademark and other intellectual property from Tommy Bahama in connection with the manufacture, sale, distribution, advertisement and promotion of Boomer Holdings, Inc. products as more fully set forth in the License Agreement. The License Agreement requires Boomer Holdings, Inc. to pay minimum royalties for each license year and meet minimum net sales requirements of products under the licensed marks each year. The License Agreement may be terminated by Tommy Bahama before the end of the term for several reasons.
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
| |
(Unaudited)
April 30, 2020
|
| |
July 31, 2019
|
ASSETS
|
| |
|
| |
|
Current Assets:
|
| |
|
| |
|
Cash
|
| |
$128,115
|
| |
$152,667
|
Accounts receivables, net of allowance for bad debt of $0
|
| |
112,251
|
| |
—
|
Accounts receivables - related parties
|
| |
3,401
|
| |
—
|
Inventories, net
|
| |
771,949
|
| |
53,724
|
Other current assets
|
| |
313,904
|
| |
1,934
|
Notes receivables - related parties
|
| |
25,586
|
| |
1,600
|
Total current assets
|
| |
1,355,206
|
| |
209,925
|
Non-current Assets:
|
| |
|
| |
|
Property and equipment, net
|
| |
146,646
|
| |
75,928
|
Lease asset
|
| |
1,147,316
|
| |
—
|
Total non-current assets
|
| |
1,293,962
|
| |
75,928
|
Total assets
|
| |
$2,649,168
|
| |
$285,853
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| |
|
| |
|
Current Liabilities:
|
| |
|
| |
|
Accounts payable
|
| |
$743,962
|
| |
$159,870
|
Other current liabilities
|
| |
180,956
|
| |
16,738
|
Accrued interest
|
| |
29,344
|
| |
—
|
Current portion of notes payable
|
| |
2,269,392
|
| |
—
|
Current portion of operating lease liabilities
|
| |
35,515
|
| |
—
|
Total current liabilities
|
| |
3,259,169
|
| |
176,608
|
Lines of credit - related parties
|
| |
507,500
|
| |
110,000
|
Operating lease liabilities, less current portion
|
| |
1,130,097
|
| |
—
|
Notes payable, net of current portion
|
| |
530,140
|
| |
—
|
Notes payable - related parties
|
| |
—
|
| |
74,000
|
Total liabilities
|
| |
5,426,906
|
| |
360,608
|
Commitments and contingencies
|
| |
|
| |
|
Stockholders’ Deficit:
|
| |
|
| |
|
Common stock, $0.001; 200,0000,000 shares authorized, 128,513,739 shares issued and outstanding, respectively
|
| |
128,514
|
| |
520
|
Additional Paid In Capital
|
| |
2,768,486
|
| |
519,480
|
Accumulated deficit
|
| |
(5,674,738)
|
| |
(594,755)
|
Total stockholders’ deficit
|
| |
(2,777,738)
|
| |
(74,755)
|
Total liabilities and stockholder’s equity
|
| |
$2,649,168
|
| |
$285,853
|
|
| |
Three Months Ended April 30,
|
| |
Nine Months Ended April 30,
|
||||||
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
Net revenue
|
| |
$1,249,373
|
| |
$—
|
| |
$1,676,936
|
| |
$—
|
Cost of goods sold
|
| |
782,982
|
| |
—
|
| |
936,369
|
| |
—
|
Gross profit
|
| |
466,391
|
| |
—
|
| |
740,567
|
| |
—
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
Advertising and marketing
|
| |
427,743
|
| |
—
|
| |
1,067,396
|
| |
—
|
General and administrative
|
| |
552,904
|
| |
—
|
| |
1,083,610
|
| |
—
|
Payroll and payroll taxes
|
| |
662,656
|
| |
—
|
| |
1,566,840
|
| |
—
|
Professional fees
|
| |
582,875
|
| |
—
|
| |
1,550,257
|
| |
—
|
Research and development
|
| |
539
|
| |
—
|
| |
17,024
|
| |
—
|
Depreciation and amortization
|
| |
11,536
|
| |
—
|
| |
19,834
|
| |
—
|
Rent
|
| |
144,910
|
| |
—
|
| |
343,005
|
| |
—
|
Total operating expenses
|
| |
2,383,163
|
| |
—
|
| |
5,647,966
|
| |
—
|
Loss from operations
|
| |
(1,916,772)
|
| |
—
|
| |
(4,907,399)
|
| |
—
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(91,274)
|
| |
—
|
| |
(175,864)
|
| |
—
|
Other income
|
| |
1,790
|
| |
—
|
| |
3,280
|
| |
—
|
Total other expense, net
|
| |
(89,484)
|
| |
—
|
| |
(172,584)
|
| |
—
|
Loss before provision for income taxes
|
| |
(2,006,256)
|
| |
—
|
| |
(5,079,983)
|
| |
—
|
Income tax provision
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Net loss
|
| |
$(2,006,256)
|
| |
$—
|
| |
$(5,079,983)
|
| |
$—
|
Earnings (loss) per share:
|
| |
|
| |
|
| |
|
| |
|
Basic and diluted
|
| |
$(0.02)
|
| |
$—
|
| |
$(0.04)
|
| |
$—
|
Weighted average number of common shares outstanding:
|
| |
|
| |
|
| |
|
| |
|
Basic and diluted
|
| |
128,513,739
|
| |
—
|
| |
123,071,192
|
| |
—
|
|
| |
Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Deficit
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balances - July 31, 2019
|
| |
30,000
|
| |
$520
|
| |
$519,480
|
| |
$(594,755)
|
| |
$(74,755)
|
Issuance of stock
|
| |
128,483,739
|
| |
127,994
|
| |
2,249,006
|
| |
—
|
| |
2,377,000
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(5,079,983)
|
| |
(5,079,983)
|
Balances - April 31, 2020
|
| |
128,513,739
|
| |
$128,514
|
| |
$2,768,486
|
| |
$(5,674,738)
|
| |
$(2,777,738)
|
|
| |
Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Deficit
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balances - January 31, 2020
|
| |
128,513,739
|
| |
$128,514
|
| |
$3,059,454
|
| |
$(3,668,482)
|
| |
$(480,514)
|
Common stock adjustment
|
| |
—
|
| |
—
|
| |
(290,968)
|
| |
—
|
| |
(290,968)
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,006,256)
|
| |
(2,006,256)
|
Balances - April 30, 2020
|
| |
128,513,739
|
| |
$128,514
|
| |
$2,768,486
|
| |
$(5,674,738)
|
| |
$(2,777,738)
|
|
| |
Nine Months Ended April 30,
|
|||
|
| |
2020
|
| |
2019
|
Cash flows from operating activities:
|
| |
|
| |
|
Net loss
|
| |
$(5,079,983)
|
| |
$—
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
| |
|
Depreciation expense
|
| |
19,834
|
| |
—
|
Noncash lease expense
|
| |
18,296
|
| |
—
|
Changes in assets and liabilities:
|
| |
|
| |
|
Accounts receivables, net
|
| |
(112,251)
|
| |
—
|
Accounts receivables, net - related parties
|
| |
(3,401)
|
| |
—
|
Other current assets
|
| |
(311,970)
|
| |
—
|
Inventories, net
|
| |
(718,225)
|
| |
—
|
Accounts payable
|
| |
584,092
|
| |
—
|
Other current liabilities
|
| |
164,218
|
| |
|
Accrued interest
|
| |
29,344
|
| |
|
Net cash used in operating activities
|
| |
(5,410,046)
|
| |
—
|
|
| |
|
| |
|
Cash flows from investing activities:
|
| |
|
| |
|
Purchases of property and equipment
|
| |
(90,552)
|
| |
—
|
Loans made to related parties
|
| |
(23,986)
|
| |
|
Net cash used in investing activities
|
| |
(114,538)
|
| |
—
|
|
| |
|
| |
|
Cash flows from financing activities:
|
| |
|
| |
|
Borrowing on line of credit - long term
|
| |
1,630,238
|
| |
—
|
Repayment on line of credit - long term
|
| |
(1,232,738)
|
| |
—
|
Borrowing on loans - current term
|
| |
2,641,377
|
| |
—
|
Repayment on loan - current term
|
| |
(371,985)
|
| |
—
|
Borrowing on loans - long term
|
| |
1,553,258
|
| |
—
|
Repayment on loan - long term
|
| |
(1,023,118)
|
| |
—
|
Borrowing current portion of notes payable - related parties
|
| |
64,400
|
| |
—
|
Repayment Notes payable - related parties
|
| |
(138,400)
|
| |
—
|
Proceeds from issuance of common stock
|
| |
2,377,000
|
| |
—
|
Net cash provided by financing activities
|
| |
5,500,032
|
| |
—
|
Net decrease in cash
|
| |
(24,552)
|
| |
—
|
Cash – beginning of period
|
| |
152,667
|
| |
—
|
Cash – end of period
|
| |
$128,115
|
| |
$—
|
Supplemental disclosures of cash flow information
|
| |
|
| |
|
Cash paid during the period for:
|
| |
|
| |
|
Interest
|
| |
$146,520
|
| |
$—
|
Income taxes
|
| |
$800
|
| |
$—
|
Subsidiary Name
|
| |
Equity % Owned
|
Boomer Naturals, Inc.
|
| |
100%
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
|
|
| |
April 30, 2020
|
| |
July 31, 2019
|
Whale Sports - Loan receivable bearing no interest with unpaid principal balance due on demand.
|
| |
$18,194
|
| |
$—
|
Net Tech Investment, LLC - Loan receivable bearing no interest with unpaid principal balance due on demand.
|
| |
4,185
|
| |
—
|
Daniel Capri, President - Loan receivable bearing no interest with unpaid principal balance due on demand.
|
| |
3,207
|
| |
1,600
|
Total notes receivables
|
| |
$25,586
|
| |
$1,600
|
|
| |
April 30, 2020
|
| |
July 31, 2019
|
Furniture and Equipment
|
| |
$40,336
|
| |
$35,838
|
Leasehold Improvement
|
| |
126,144
|
| |
—
|
Computer
|
| |
—
|
| |
40,090
|
Total property and equipment
|
| |
166,480
|
| |
75,928
|
Less-accumulated depreciation
|
| |
(19,834)
|
| |
—
|
Total property and equipment, net
|
| |
$146,646
|
| |
$75,928
|
|
| |
April 30, 2020
|
| |
July 31, 2019
|
July 2019 ($150,000 notes payable) - Notes payable with maturity date of June 30, 2021 with 6% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
$—
|
| |
$74,000
|
Total notes payable - related parties
|
| |
$—
|
| |
$74,000
|
Less: Short-term portion of notes payable - related parties
|
| |
—
|
| |
—
|
Total notes payable - related parties, net of current portion
|
| |
$—
|
| |
$74,000
|
|
| |
April 30, 2020
|
| |
July 31, 2019
|
January 2020 ($260,070 notes payable) - Notes payable with maturity date of January 4, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
$260,070
|
| |
$—
|
January 2020 ($260,070 notes payable) - Notes payable with maturity date of January 4, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
260,070
|
| |
—
|
April 2020 ($10,000 notes payable) – SBA loan payable with maturity date of April 15, 2050 with 3.75% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
10,000
|
| |
—
|
January 2020 ($105,375 notes payable) - Notes payable with maturity date of January 4, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
105,375
|
| |
—
|
February 2020 ($100,000 notes payable) - Notes payable with maturity date of May 9, 2020 with 15% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
69,855
|
| |
—
|
February 2020 ($500,000 notes payable) - Notes payable with maturity date of February 24, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
500,000
|
| |
—
|
February 2020 ($90,000 notes payable) - Notes payable with maturity date of May 9, 2021 with 15% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
34,894
|
| |
—
|
February 2020 ($50,000 notes payable) - Notes payable with maturity date of May 9, 2020 with 15% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
36,253
|
| |
—
|
February 2020 ($100,000 notes payable) - Notes payable with maturity date of May 9, 2020 with 15% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
69,812
|
| |
—
|
February 2020 ($100,000 notes payable) - Notes payable with maturity date of February 9, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
69,177
|
| |
—
|
|
| |
April 30, 2020
|
| |
July 31, 2019
|
February 2019 ($500,000 notes payable) - Notes payable with maturity date of February 24, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
500,000
|
| |
—
|
February 2020 ($50,000 notes payable) - Notes payable with maturity date of May 9, 2020 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
36,326
|
| |
—
|
September 2019 ($200,000 notes payable) - Notes payable with maturity date of September 14, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
200,000
|
| |
—
|
September 2019 ($300,000 notes payable) - Notes payable with maturity date of December 14, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
300,000
|
| |
—
|
April 2020 ($347,700 notes payable) - Paycheck Protection Program payable with maturity date of December 31, 2020 with 1% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
| |
347,700
|
| |
—
|
Total notes payable
|
| |
$2,799,532
|
| |
$—
|
Less: current-term portion
|
| |
(2,269,392)
|
| |
—
|
Total notes payable – net of current portion
|
| |
$530,140
|
| |
$—
|
Years ended July 31,
|
| |
Amount
|
2020
|
| |
$2,269,392
|
2021
|
| |
531,140
|
2022
|
| |
—
|
2023
|
| |
—
|
2024
|
| |
—
|
Thereafter
|
| |
—
|
Total
|
| |
$2,799,532
|
Description
|
| |
April 30, 2020
|
| |
July 31, 2019
|
Statutory federal rate
|
| |
21%
|
| |
21%
|
State income taxes net of federal income tax benefit and others
|
| |
0%
|
| |
0%
|
Permanent differences for tax purposes and others
|
| |
0%
|
| |
0%
|
Change in valuation allowance
|
| |
-21%
|
| |
-21%
|
Effective tax rate
|
| |
0%
|
| |
0%
|
Deferred tax assets
|
| |
April 30, 2020
|
| |
July 31, 2019
|
Deferred tax assets:
|
| |
|
| |
|
Net operating loss
|
| |
$(1,099,415)
|
| |
$(47,894)
|
Other temporary differences
|
| |
—
|
| |
—
|
Total deferred tax assets
|
| |
(1,099,415)
|
| |
(47,894)
|
Less - valuation allowance
|
| |
1,099,415
|
| |
47,894
|
Total deferred tax assets
|
| |
$—
|
| |
$—
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Thomas Ziemann, a shareholder of the Company. Mr. Thomas Ziemann provides various consulting services to the Company. The Company recorded expense of $129,319 for nine months ended April 30, 2020 and $15,000 for three months ended April 30, 2020 and had outstanding balance recorded as accrued expense of $0 as of April 30, 2020.
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Daniel Capri, a shareholder and President of the Company. Mr. Daniel Capri provides various consulting and management services to the Company. The Company recorded expense of $29,112 for nine months ended April 30, 2020 and $0 for three months ended April 30, 2020 and had outstanding balance recorded as accrued expense of $5,935 as of April 30, 2020.
|
•
|
Outside Services – One of the Company’s outside contractor or consultant is Mr. Rob Ekstedt, a shareholder of the Company. Mr. Rob Ekstedt provides various consulting services to the Company. The Company recorded expense of $0 for nine months ended April 30, 2020 and $36,000 for three months ended April 30, 2020 and had outstanding balance recorded as accrued expense of $0 as of April 30, 2020.
|
•
|
Notes Receivables – No interest due on demand and the loan was provided primarily to Daniel Capri, the Company’s President.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $300,000 with Daniel Capri, the owner and founder of Whale Sports and President of the Company. The maturity date of the line of credit is June 30, 2021. As of April 30, 2020, the balance on the line of credit for $326,250, including interest was paid off.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $89,000 with NetTech Investments owned by Daniel Capri, the Company’s President. The maturity date of the line of credit is July 1, 2029 bearing interest of 6% per annum. As of April 30, 2020, the balance on the line of credit for $64,400 was paid off.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $447,500 with Michael Quaid, Chief Executive Officer of the Company. The maturity date of the line of credit is June 30, 2021.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $60,000 with Debra Ziemann, a shareholder and the spouse of the Company’s Chief Operating Officer and Director. The maturity date of the line of credit is July 29, 2021.
|
•
|
Line of Credit – On July 1, 2019, the Company entered into a line of credit agreement in the amount of $150,000 with Giang Hoang, a shareholder of the Company. The maturity date of the line of credit is June 30, 2021. As of April 30, 2020, the balance on the line of credit for $171,880 including interest was paid off.
|
•
|
Notes Payable (related parties) – The Company entered into various notes payable with related parties who are also shareholders of the Company. Refer to Notes Payable – Related Parties for additional information.
|
•
|
Cheyenne Fairways – On July 25, 2019, the Company entered into an operating facility lease for its corporate office located in Las Vegas with 84 months term and with option to extend from 2 years to 5 years at the market rate. The lease started on September 1, 2019 and expires on August 31, 2026.
|
•
|
Cheyenne Technology Center – On September 16, 2019, the Company entered into an operating facility lease for its retail and warehouse located in Las Vegas for 37 months expiring on November 31, 2022.
|
For the nine months ended
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Operating lease expense
|
| |
$68,702
|
| |
$11,151
|
| |
$79,853
|
Total lease expense
|
| |
$68,702
|
| |
$11,151
|
| |
$79,853
|
Year ended July 31,
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Undiscounted cash flows:
|
| |
|
| |
|
| |
|
2020
|
| |
$63,173
|
| |
$7,274
|
| |
$70,447
|
2021
|
| |
231,441
|
| |
29,971
|
| |
261,411
|
2022
|
| |
235,520
|
| |
31,169
|
| |
266,689
|
2023
|
| |
242,077
|
| |
10,596
|
| |
252,673
|
2024
|
| |
248,635
|
| |
—
|
| |
248,635
|
Thereafter
|
| |
540,986
|
| |
—
|
| |
540,986
|
Total undiscounted cash flows
|
| |
1,561,831
|
| |
79,010
|
| |
1,640,841
|
Discounted cash flows:
|
| |
|
| |
|
| |
|
Lease liabilities - current
|
| |
29,977
|
| |
5,538
|
| |
35,515
|
Lease liabilities - long-term
|
| |
1,065,635
|
| |
64,462
|
| |
1,130,097
|
Total discounted cash flows
|
| |
1,095,612
|
| |
70,000
|
| |
1,165,612
|
Difference between undiscounted and discounted cash flows
|
| |
$466,219
|
| |
$9,010
|
| |
$475,229
|
|
| |
|
| |
|
| |
|
Year ended July 31,
|
| |
Fairways
|
| |
Technology Center
|
| |
Total
|
Minimum lease payments
|
| |
|
| |
|
| |
|
2020
|
| |
$57,763
|
| |
$6,864
|
| |
$64,627
|
2021
|
| |
196,605
|
| |
26,574
|
| |
223,179
|
2022
|
| |
177,447
|
| |
25,017
|
| |
202,464
|
2023
|
| |
161,860
|
| |
7,957
|
| |
169,817
|
2024
|
| |
147,534
|
| |
—
|
| |
147,534
|
Thereafter
|
| |
267,288
|
| |
—
|
| |
267,288
|
Present values of minimum lease payments
|
| |
$1,008,497
|
| |
$66,412
|
| |
$1,074,909
|
•
|
Effective July 20, 2020, the Company issued an aggregate of 7,743,156 shares of common stock to various shareholders for subscriptions, services other consideration. $840,270 and 916,600, of the shares were issued for subscriptions received in the aggregate amount of $0 and 6,826,556 of the shares were issued for services.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC registration fee
|
| |
$9,562
|
Legal fees and expenses
|
| |
20,000
|
Accounting fees and expenses
|
| |
5,000
|
Printing and engraving expenses
|
| |
2,500
|
Transfer agent and registrar fees and expenses
|
| |
1,000
|
Other expenses
|
| |
2,000
|
Total
|
| |
$40,062
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities
|
Item 16.
|
Exhibits and Financial Statement Schedules
|
Exhibit
|
| |
Description
|
| |
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 16, 2020).
|
|
|
| |
|
| |
By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on December 9, 2016).
|
|
|
| |
|
5.1
|
| |
Opinion of McCarter & English LLP.*
|
|
| |
|
| |
Agreement and Plan of Share Exchange (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 8, 2020)
|
|
|
| |
|
| |
Trademark License Agreement between Tommy Bahama Group, Inc. and Boomer Naturals, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 16, 2020)
|
|
|
| |
|
| |
Lease between Boomer Natural Wellness, Inc. and Ali Forootan LLC dated June 26, 2019
|
|
|
| |
|
| |
Employment Agreement with Michael Quaid
|
|
|
| |
|
| |
Employment Agreement with Daniel Capri
|
|
|
| |
|
| |
Employment Agreement with Thomas Ziemann
|
|
|
| |
|
| |
Promissory Note from Boomer Naturals, Inc. in the amount of $300,000 in favor of Michael Quaid dated July 1, 2019
|
|
|
| |
|
| |
Promissory Note from Boomer Naturals, Inc. in the amount of $600,000 in favor of Net Tech Investments LLC dated July 1, 2019
|
|
|
| |
|
| |
Promissory Note from Boomer Naturals, Inc. in the amount of $60,000 in favor of Debra Ziemann dated July 1, 2019
|
|
|
| |
|
| |
Promissory Note from Boomer Naturals, Inc. the amount of $150,000 in favor of Giang Hoang dated July 1, 2019
|
|
|
| |
|
| |
Promissory Note from Boomer Naturals, Inc. in the amount of $300,000 in favor of Whale Sports LLC dated July 1, 2019
|
|
|
| |
|
| |
Exclusive Distributorship Agreement between Boomer Naturals, Inc. and PhamVan Trading Co., Ltd. Dated April 9, 2020
|
|
|
| |
|
| |
Amended Employment Agreement with Michael R. Quaid dated September 4, 2020
|
|
|
| |
|
| |
Consent of Benjamin & Ko
|
|
|
| |
|
23.2
|
| |
Consent of McCarter & English LLP (included as part of Exhibit 5.1)*
|
|
| |
|
| |
Power of Attorney (included on signature page to this Registration Statement)
|
*
|
To be filed by amendment.
|
Item 17.
|
Undertakings
|
1.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
i.
|
To include any prospectus required by section 10(a)(3) of the Securities Act;
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 39
|
2.
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
4.
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
i.
|
If the registrant is relying on Rule 430B (Section 430B of this chapter):
|
A.
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
B.
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
ii.
|
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in
|
5.
|
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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ii.
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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iii.
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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iv.
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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6.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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BOOMER HOLDINGS INC.
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By:
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/s/ Michael Quaid
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Name: Michael Quaid
|
|
| |
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Title: Chief Executive Officer
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SIGNATURE
|
| |
TITLE
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| |
DATE
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/s/ Daniel Capri.
|
| |
President, Treasurer and Chairman
(Principal Financial Officer)
|
| |
October 2, 2020
|
Daniel Capri.
|
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/s/ Michael Quaid
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| |
Chief Executive Officer, Director
(Principal Executive Officer)
|
| |
October 2, 2020
|
Michael Quaid
|
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| |
|
| |
|
/s/ Giang Thi Hoang
|
| |
Director
|
| |
October 2, 2020
|
Giang Thi Hoang
|
|
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