Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  [ ]   No[X]

☐   No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer”, “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

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. [   ]

☐

 As of December 15, 2020 there were 155,944,311 shares issued and outstanding of each of the issuer’s classes ofregistrant’s common stock, as of the latest practicable date:stock.

This Report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact made in this Form 10-Q thatreport are not historicalforward looking. In particular, the statements herein regarding industry prospects and future results of operations or current factsfinancial position are "forward-looking statements" made pursuant toforward-looking statements. These include statements about our expectations, beliefs, intentions or strategies for the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act")future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “Company believes,” “management believes” and Section 21E of the Securities Exchange Act of 1934.similar language. These forward-looking statements often can be identified by the use of termswords such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or "continue,"“should,” or other variations or similar words. No assurances can be given that the negative thereof. We intend that suchfuture results anticipated by the forward-looking statements will be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-lookingachieved. Forward-looking statements which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However,reflect management’s current expectations and are inherently uncertain. The forward-looking statements are based on the current expectations of Boomer Holdings. Inc. and are inherently subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. Actual results may differ materially from results anticipated in these forward-looking statements.

Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors beyond our control that could cause actual results and events to differ materially from historicalexpected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

Boomer Holdings Inc. was incorporated as Remaro Group Corp. under the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

9 |Page

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

General

We are a tourism agency, currently located in Ecuador, that provides tour guides for individual or group tours in particular localities. We offer services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’) around the vicinities of our customers’ choice. The services are aimed at private persons, or groups of them on a collective voyage. The customers (to whom we may refer as “tourists”) are assigned to a particular guide once they complete their request, receive and sign the contract.

We operate our tours exclusively in Ecuador. Ecuador is a land of rich cultural and historical attractions such as: City of Quito, City of Cuenca, El Cajas National Park, Pailon Del Diablo Waterfall, Cotopaxi Summit, The Galapagos Islands, Tena Jungles, Cuyabeno Wildlife Reserve etc.

RESULTS OF OPERATIONS

Three Month Period Ended January 31, 2018 compared to Three Months Period Ended January 31, 2017

Revenue

During the three month period ended January 31, 2018 we have not generated any revenue compared to $2,000 during the three month period ended January 31, 2017.

Operating Expenses

During the three month period ended January 31, 2018, we incurred $6,432 general and administrative expenses compared to $1,905 during the three month period ended January 31, 2017. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

Net Income (Loss)

Our net loss for the three months period ended January 31, 2018 was $6,432 compared to net income of $95 during the three month period ended January 31, 2017.

Six Month Period Ended January 31, 2018 compared to Six Months Period Ended January 31, 2017

Revenue

During the six month period ended January 31, 2018 we have generated $18,055 in revenue compared to $4,000 during the six month period ended January 31, 2017. Cost of revenue was $5,300 for the six month period ended January 31, 2018 compared to $0 for the six month period ended January 31, 2017. The company had no cost of revenue for the six month period ended January 31, 2017 becauselaws of the customers covered allState of Nevada on March 31, 2016. On January 7, 2020, the costs connectedCompany, then named Remaro Group Corp., executed and consummated an Agreement of Merger and Plan of Share Exchange (the “Exchange Agreement”), with Boomer Natural Wellness, Inc. (“BNW”), Boomer Naturals Holdings, Inc., a Nevada corporation (“Boomer”), Boomer Naturals, and the services by themselves. The company provided tour guide services in Ecuador which earned revenue. The costshareholders of revenue consistsBoomer (the “Exchange”). Upon consummation of the paymenttransactions set forth in the Exchange Agreement (the “Closing”), the Company adopted the business plan of Boomer Naturals. Pursuant to outsource travel guide.

Operating Expenses

During the six month period ended January 31, 2018, we incurred $7,051 general and administrative expenses comparedterms of the Exchange Agreement, the Company agreed to $5,462 duringacquire all of the six month period ended January 31, 2017. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

Net Income (Loss)

Our net incomeoutstanding shares of Boomer in exchange for the six months period ended January 31, 2018 was $5,704 compared to net loss of $1,462 during the six month period ended January 31, 2017.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2018

As of January 31, 2018 our total assets were $36,589 compared to $11,975 in total assets at July 31, 2017. As of January 31, 2018 our current liabilities were $1,064, compared to $3,564 as of July 31, 2017

Stockholders’ equity was $35,525 as of January 31, 2018 compared to $8,411 as of July 31, 2017.   

Cash Flows from Operating Activities

For the six months ended January 31, 2018, cash flow provided by operating activities was $4,505 consisting of a net income of $5,704, depreciation expenses of $1,301 and decrease in deferred revenue of $2,500. Net cash flows used in operating activities was $1,462 for the six month period ended January 31, 2017.

Cash flows from Investing Activities

For the six months ended January 31, 2018, cash flow used in investing activities was $2,500 compared to $0 for the six month period ended January 31, 2017.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equityan aggregate 120,980,739 shares (the “Exchange Shares”) of the Company’s Common Stock and debt instruments. ForBNW agreed to retire 24,000,000 shares of the six month period endedCompany’s Common Stock. Also on January 31, 2018 net cash provided by financing activities was $21,410 from proceeds from sale7, 2020, the Company approved an amendment to its Articles of commonIncorporation (the “Amendment”) to: change the name of the Company to Boomer Holdings Inc.; effect a forward stock comparedsplit on the basis of three-toone (3:1); and to $8,000 fromincrease the salenumber of commonauthorized shares of capital stock forto 210,000,000 of which 200,000,000 shares shall be Common Stock and 10,000,000 shares will be blank-check preferred stock, par value $0.001 per share.

Our critical accounting estimates are included in our significant accounting policies as described in Note 2 of the consolidated financial statements of this Form 10-Q. Those consolidated financial statements were prepared in accordance with GAAP.  Critical accounting estimates are those that we do not have any off-balance sheet arrangements that have orbelieve are reasonably likelymost important to have a current or future effect onthe portrayal of our financial condition changes in financial condition, revenues or expenses,and results of operations, liquidity, capital expendituresoperations. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense. Our estimates are evaluated on an ongoing basis and drawn from historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Actual results may differ from our estimates.  Management believes that the following accounting estimates reflect the more significant judgments and estimates we use in preparing our consolidated financial statements.

The Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or capital resourcesdeterminable, and collectability is reasonably assured, and delivery has occurred or services have been rendered. The Company offers the Boomer Botanics proprietary formula through various channels including e-commerce, and brick and mortar retail

Inventories primarily consist of finished goods and are stated at the lower of cost (first-in-first-out) or market. The Company maintains an allowance for potentially excess and obsolete inventories and inventories that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our July 31, 2017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assumingcarried at costs that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

are higher than their estimated net realizable values.

Our management, with the supervisionparticipation of our Chief Executive Officer and with participationTreasurer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Treasurer concluded that, as a result of the material weaknesses described below, as of October 31, 2020, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we evaluatedhave encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Principal Financial Officer, a bookkeeper and external accounting consultants, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will eliminate or greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e))and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, thenecessary and as funds allow. We are currently searching for a full-time Chief ExecutiveFinancial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.

Changes in Internal Financial Controls

There was no changesupport personnel to assist in the Company’s internal control overcontrols.

Following the reporting period, the Company realized it was necessary to enhance its Accounting Department, particularly in terms of its GAAP reporting capabilities. In May 2020 the Company retained a financial reportingconsulting firm and hired retained an interim Chief Financial Officer in a non-executive capacity plus additional seasoned, accounting personnel with technical expertise to eliminate controls and procedures issues. In addition, we have retooled and enhanced the accounting department to avoid material misstatements. The Interim CFO, a licensed CPA, has facilitated many changes to the department that occurred duringhave enhanced the Company’s most recently completed quarter that has materially affected, bandwidth and technical expertise of the group. The Company will have the option to convert this Interim CFO to its permanent CFO in fiscal year 2021.