UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 116, 2020

BOOMER HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-215000	36-4833921
(State of Other Jurisdiction)	(Commission File Number)	(IRS Employer Identification Number)

8670 W. Cheyenne Avenue, Las Vegas, NV 89129

(Address of principal executive offices, including zip code)

888-266-6370

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $0.001 par value		BOMH		OTC Markets

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

AOn ~~copy~~October of16, an2020, ~~Investor Presentation that~~ Boomer Holdings, Inc., a Nevada corporation (the “~~Registrant~~Company”), ~~may~~executed ~~use~~a ~~for~~10% ~~upcoming~~Convertible ~~meetings~~Promissory Note in the principal amount of $262,500 with ~~investors~~gross ~~and~~proceeds ~~other~~of ~~interested~~$250,000 ~~parties~~(the “Note”) isin ~~attached~~a private placement to ~~this~~an ~~Current~~accredited ~~Report~~investor on(the ~~Form 8-K~~“Holder”). The asCompany ~~Exhibit~~consummated ~~99.1~~the ~~and~~offering isof ~~incorporated~~the byNote ~~reference~~on ~~herein~~October 19, 2020.

The ~~furnishing~~Note ofmatures ~~the~~on ~~attached~~April ~~presentation~~14, is2021 ~~not~~and anbears ~~admission~~guaranteed asinterest toat the ~~materiality~~rate of ~~any information therein~~10%. The ~~information~~Note ~~contained in the slides~~ is ~~summary~~convertible ~~information~~into ~~that~~shares ~~is intended to be considered in the context~~ of ~~more complete information included in~~ the ~~Registrant~~Company’s ~~filings~~common ~~with~~stock, ~~the~~par Uvalue $0.S.001 ~~Securities~~per ~~and~~share ~~Exchange Commission~~ (the “~~Commission~~Common Stock” ) ~~and~~on ~~other~~any ~~public~~date ~~announcements~~after ~~that~~issuance ~~the~~at ~~Registrant~~a ~~has~~30% ~~made~~discount ~~and may make from time~~ to ~~time by press release or otherwise. The Registrant undertakes no duty or obligation to update or revise~~ the ~~information~~lowest ~~contained~~volume inweighted ~~this~~average ~~Current~~price ~~Report~~of ~~on Form 8-K except to~~ the ~~extent~~Common ~~required~~Stock byduring ~~applicable law, although~~ the ~~Registrant~~15 ~~may~~trading ~~do so~~days ~~from~~prior ~~time~~ to ~~time as its management believes is appropriate. Any such updating may be made through~~ the ~~filing~~date of ~~other~~a ~~reports~~conversion ornotice. Such ~~documents~~conversion ~~with~~is ~~the~~subject ~~Commission,~~to ~~through~~certain ~~press~~additional ~~releases~~terms ~~or through other public disclosures. For important~~and ~~information~~ conditions, ~~about~~including ~~forward~~a ~~looking~~waivable ~~statements,~~limitation ~~see~~on the ~~slide~~Holder’s ~~titled~~ability ~~“Forward~~to ~~Looking~~convert ~~Statements”~~the inNote ~~Exhibit~~into ~~99.1~~an ~~attached~~amount ~~hereto.~~of ~~This~~Common ~~information~~Stock ~~should~~that bewould ~~read~~result in ~~conjunction with~~ the ~~risk~~noteholder, ~~factors~~together ~~and~~with ~~other~~its ~~information~~affiliates, ~~contained~~owning inmore ~~the Registrant’s~~than ~~filings~~9.99% ~~with~~of the ~~Commission~~outstanding Common Stock.

The ~~information~~Note inmay ~~this~~be ~~Current~~prepaid ~~Report~~in full on ~~Form~~any ~~8-K,~~day ~~including~~on ~~Exhibit~~or ~~99.1~~prior ~~attached~~to ~~hereto,~~its ~~shall~~six ~~not~~month beanniversary ~~deemed~~subject ~~“filed”~~to ~~for~~prepayment ~~purposes~~premiums ofthat ~~Section~~increase 18over oftime. The ~~the~~Note ~~Securities~~is ~~Exchange Act of 1934, as amended, or otherwise~~ subject to ~~the~~certain ~~liabilities~~additional ofterms ~~that~~and conditions, ~~section~~including orcertain ~~Sections~~remedies 11in ~~and~~connection ~~12(a)(2)~~with ofcertain ~~the~~customary ~~Securities~~events ~~Act~~ of ~~1933, as amended~~default. The ~~information~~Note ~~contained~~also inincludes certain ~~this~~customary ~~Item~~representations ~~7.01~~ and inwarranties, ~~the~~and ~~presentation~~pursuant ~~attached~~to aswhich ~~Exhibit~~the ~~99.1~~Company agreed to ~~this~~comply ~~Current Report~~with ~~shall~~certain ~~not~~customary affirmative beand ~~incorporated~~negative bycovenants ~~reference~~during ~~into~~the ~~any~~period ~~filing with~~ the ~~SEC~~Note ~~made~~is byoutstanding, ~~the~~including ~~Registrant,~~but ~~whether~~not ~~made~~limited ~~before~~to ora ~~after~~right ~~the~~of ~~date~~first ~~hereof,~~refusal ~~regardless~~in favor of ~~any~~the ~~general~~Holder ~~incorporation~~for ~~language~~additional inconvertible ~~such~~promissory ~~filing~~notes.

~~This~~As ~~Form~~additional ~~8-K~~consideration ~~and~~for the ~~Exhibit contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~investment, ~~as amended, and Section 21E of~~ the ~~Securities~~Company ~~Exchange~~issued ~~Act of 1934~~37,500 asshares ~~amended. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many~~ of ~~which~~its ~~are~~Common ~~beyond~~Stock the Registrant’s control. These statements are also based on many assumptions and estimates and are not guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The Registrant assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the ~~reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future~~Holder. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation those set forth as “Risk Factors” in our filings with the Commission. There may be other factors not mentioned above or included in the Registrant’s filings that may cause actual results to differ materially from those projected in any forward-looking statement. The Registrant assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Item 92.0103. Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.

The offer and sale of the Note (and the shares of Common Stock into which the Note is convertible) was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, including pursuant to Rule 506 thereunder, because, among other things, the transaction did not involve a public offering, the purchasers are accredited investors who acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 9910.1 ~~Company~~Form ~~Investor~~of ~~Presentation~~10% Convertible Promissory Note

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 1, 2020	BOOMER HOLDINGS, INC.
Date: October 20, 2020	BOOMER HOLDINGS, INC.
	By:	/s/ Michael R. Quaid
		Name: Michael R. Quaid
		Title: Chief Executive Officer

Filing Compare · BOOMER HOLDINGS, INC.