|
Mark OneUNITED STATES
[ X]SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
COMMISSION FILE NO. 333-215000
REMARO GROUP CORP.April 30, 2020
(Exact name of registrant as specified in its charter)
SEC File No. 000-215000
BOOMER HOLDINGS, INC. | ||
(Exact name of registrant as specified in its charter) |
Nevada | 4700 | 36-4833921 | ||
(State or incorporation or |
|
(Primary Standard Industrial | (IRS I.D.) |
8670 W. Cheyenne Avenue Las Vegas, NV 89129 |
(Address of principal executive offices) |
Calle Robles, Casa 25,
Quito, Ecuador
Tel. +56-2-2979-1247Issuer’s telephone number: (888)-266-6370
(Issuer’s telephone number)
1 |Page
Indicate by checkmarkCheck whether the issuer:issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ]☒ No ☐
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 | ☒ |
Emerging growth company | ☒ |
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. [ ]☐
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, par value $0.001 per share | BOMH | OTC Markets Group |
Indicate by checkmarkcheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]☐ No [X ]☒
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Applicable Only to Corporate Registrants
Indicate the number As of April 30, 2020, there were 128,513,739 shares issued and outstanding of each of the issuer’s classes ofregistrant’s common stock, as of the latest practicable date:
stock.
BOOMER HOLDINGS, INC.
Form 10-Q
Page | ||
|
| |
Item 1. | Condensed Consolidated Financial Statements | 1 |
Condensed Consolidated Balance Sheets as of | 1 | |
|
|
2 |Page
REMARO GROUP CORP.
Form 10-Q
3 |Page
PART I - FINANCIAL INFORMATION
REMARO GROUP CORP. BALANCE SHEETS | |||
| January 31, 2018 (Unaudited) | JULY 31, 2017 | |
ASSETS |
|
| |
Current Assets |
|
| |
| Cash | $ 29,396 | $ 5,981 |
| Total current assets | 29,396 | 5,981 |
Capital Assets |
|
| |
| Property and Equipment, net of depreciation | 7,193 | 5,994 |
| Total capital assets | 7,193 | 5,994 |
Total Assets | $ 36,589 | $ 11,975 | |
| |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Current Liabilities | |||
| Loan from related parties | $ 1,064 | $ 1,064 |
| Deferred Revenue | - | 2,500 |
| Total current liabilities | 1,064 | 3,564 |
Total Liabilities | 1,064 | 3,564 | |
|
|
| |
Commitment and contingencies |
|
| |
Stockholders’ Equity |
| ||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
|
|
| 10,511,000 shares issued and outstanding (8,370,000 as of July 31, 2017) | 10,511 | 8,370 |
| Additional paid-in capital | 22,599 | 3,330 |
| Accumulated Earnings (Deficit) | 2,415 | (3,289) |
Total Stockholders’ Equity | 35,525 | 8,411 | |
|
|
| |
Total Liabilities and Stockholders’ Equity | $ 36,589 | $ 11,975 |
ITEM 1. FINANCIAL STATEMENTS
BOOMER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(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 |
The accompanying notes are an integral part of these condensed unaudited financial statements.
1
4 |PageBOOMER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
REMARO GROUP CORP. STATEMENTS OF OPERATIONS (UNAUDITED) | |||||
| Three months ended January 31, 2018 | Three months ended January 31, 2017 | Six months ended January 31, 2018 | Six months ended January 31, 2017 | |
Revenue | $ - | $ 2,000 | $ 18,055 | $ 4,000 | |
Cost of revenue | - | - | 5,300 | - | |
Gross profit | - | 2,000 | 12,755 | 4,000 | |
Operating expenses |
|
|
|
| |
General and administrative expenses | 6,432 | 1,905 | 7,051 | 5,462 | |
Net income (loss) from operations | (6,432) | 95 | 5,704 | (1,462) | |
Income (loss) before provision for income taxes | (6,432) | 95 | 5,704 | (1,462) | |
|
|
|
|
| |
Provision for income taxes | - | - | - | - | |
|
|
|
|
| |
Net income (loss) | $ (6,432) | $ 95 | $ 5,704 | $ (1,462) | |
|
|
|
|
| |
Income (loss) per common share: Basic and Diluted | $ (0.00) | $ 0.00 | $ 0.00 | $ (0.00) | |
|
|
|
|
| |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 10,337,631 | 8,000,000 | 9,903,645 | 8,000,000 |
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 | — | ||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
5 |PageBOOMER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
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 | ) | |||||||||
REMARO GROUP CORP. STATEMENTS OF CASH FLOWS (UNAUDITED) | |||
| Six months ended January 31, 2018 | Six months ended January 31, 2017 | |
Cash flows from Operating Activities |
|
| |
| Net income (loss) | $ 5,704 | $ (1,462) |
| Depreciation | 1,301 | - |
| Deferred Revenue | (2,500) | - |
| Net cash provided by (used in) operating activities | 4,505 | (1,462) |
|
|
|
|
Cash flows from Investing Activities |
|
| |
Purchase of fixed assets | $ (2,500) | - | |
Net cash used in investing activities | (2,500) | - | |
|
|
| |
Cash flows from Financing Activities |
|
| |
| Proceeds from sale of common stock | 21,410 | 8,000 |
| Net cash provided by financing activities | 21,410 | 8,000 |
|
|
|
|
|
|
|
|
Net increase in cash and equivalents | 23,415 | 6,538 | |
Cash and equivalents at beginning of the period | 5,981 | 86 | |
Cash and equivalents at end of the period | $ 29,396 | $ 6,624 | |
| Supplemental cash flow information: |
|
|
Non-cash Investing and Financing activities |
|
| |
| Cash paid for: |
|
|
| Interest | $ - | $ - |
| Taxes | $ - | $ - |
Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
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 | ) | |||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
6 |PageBOOMER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
REMARO GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODS ENDED JANUARY 31, 2018 AND JANUARY 31, 2017
NOTE 1 – ORGANIZATION AND BUSINESS(UNAUDITED)
REMARO GROUP CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 31, 2016. The Company offers the services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’). The Company’s tours are operated exclusively in Ecuador and the Company’s functional currency is the US dollar. The Company has adopted July 31 fiscal year end.
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 | $ | — |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying notes are an integral part of these condensed unaudited financial statementsstatements.
BOOMER HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
Organization
Boomer Holdings, Inc. (the “Company”), through its wholly owned subsidiary, Boomer Naturals, Inc., engages in the development and sale of the proprietary CB5 wellness formula in the United States of America and internationally. All of the Company’s sales relate to CB5 and its related products. Boomer Naturals, Inc. was incorporated in June 2019 and is headquartered in Las Vegas, Nevada.
Share Exchange Between Boomer Natural Holdings and Boomer Naturals, Inc.
Boomer Naturals, Inc. (“Naturals”) was incorporated as a Nevada corporation on June 7, 2019. Boomer Natural Holdings, Inc. (“Boomer”) was incorporated as a Nevada corporation on January 7, 2020 and was a non-operating company. On or about the same day, Naturals completed its share exchange with Boomer, whereby, the shareholders of Naturals became shareholders of Boomer and all of common stock shares of Boomer Naturals, Inc. was exchanged to Boomer by the shareholder of Boomer Naturals, Inc. for newly-issued shares of Boomer common stock resulting in Boomer Naturals, Inc. becoming a wholly-owned subsidiary of Boomer. The transaction is accounted for as a “reverse merger” and recapitalization since the stockholder of Boomer Naturals, Inc. owned a majority of the outstanding shares of the common stock of Boomer immediately following the completion of the transaction, the stockholders of Boomer Naturals, Inc. will have the significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of Boomer, and Boomer Naturals, Inc.’s senior management will dominate the management of Boomer immediately following the completion of the transaction. Accordingly, Boomer Naturals, Inc. will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Boomer.
Share Exchange Between Remaro Group Corp and Boomer Naturals Holdings
On December 12, 2019, Marina Funt, the former principal shareholder, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director of Remaro Group Corp. (the “Company”), consummated the sale of Ms. Funt’s 24,000,000 shares (the “Shares”) of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) to Boomer Natural Wellness, Inc. (“BNW”). The acquisition of the Shares, which represent approximately 76% of the Company’s shares of outstanding Common Stock, resulted in a change in control of the Registrant. In connection with the sale of the Shares, Ms. Funt waived, forgave and discharged any indebtedness of any kind owed to her by the Company.
On January 7, 2020, the Company, 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 shareholders of Boomer (the “Exchange”). Upon consummation of the transactions set forth in the Exchange Agreement (the “Closing”), the Company adopted the business plan of Boomer Naturals. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire all of the outstanding shares of Boomer in exchange for the issuance of an aggregate 120,980,739 shares (the “Exchange Shares”) of the Company’s Common Stock and BNW agreed to retire 24,000,000 shares of the Company’s Common Stock. As a result of the Exchange, Boomer became a wholly-owned subsidiary of the Company and the Company adopted the business plan of Boomer Naturals. Following the consummation of the Exchange, the Boomer Shareholders beneficially owned approximately Ninety-Four (94%) of the issued and outstanding Common Stock of the Company.
On January 7, 2020, the Company approved an amendment to its Articles of Incorporation (the “Amendment”) to: change the name of the Company to Boomer Holdings Inc.; effect a forward stock split on the basis of three-to-one (3:1); and to increase the number of authorized shares of capital stock to 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.
BOOMER HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued) |
Share Exchange Between Remaro Group Corp and Boomer Naturals Holdings (continued)
The transaction above will be accounted for as a “reverse merger” and recapitalization since the stockholder of Boomer will own a majority of the outstanding shares of the common stock of Company immediately following the completion of the transaction, the stockholders of Boomer will have the significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and Boomer’s senior management will dominate the management of the combined entity immediately following the completion of the transaction. Accordingly, Boomer will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of the Company. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of the Boomer and are recorded at the historical cost basis of the Company. As a result, Boomer is the surviving company and the financial statements presented are historical financial accounts of Boomer Holdings, Inc. and its wholly owned subsidiary, Boomer Naturals, Inc.
Financial Reporting
As a result of share exchanges occurred amongst Company, Boomer, Boomer Naturals, Inc., and shareholders of the amongst companies, the consolidated financial statements include historical financial information of Boomer Holdings, Inc. and its wholly owned subsidiary, Boomer Naturals Inc. (combined companies referred as the “Company”) since June 7, 2019.
Products
Boomer Naturals Holdings Inc., through its wholly-owned subsidiary Boomer Naturals, Inc., a Nevada corporation, provides wellness solutions to multiple target markets through multiple sales channels, including PPE products, retail locations, e-commerce, and wholesale distribution networks. Boomer sells health and wellness products and services geared toward alleviating pain, anxiety and improving general wellness through our proprietary lines of CB5 products. CB5 formula is the first FDA-compliant alternative that fully supports the body’s endocannabinoid system (ECS). This revolutionary breakthrough combines five natural and powerful ingredients that target the ECS.
The CB5 products were developed by neurosurgeon, Dr. Mark Chwajol https://boomernaturalwellness.com/larry-mccleary-md/. The Boomer CB5 products contain a powerful combination of terpenes that interact with three known cannabinoid receptors and possibly a fourth, while the standard products in the industry interact only with one. The product contains all-natural ingredients which are all listed on the Generally Recognized as Safe list of the Food and Drug Administration and was developed by a practicing brain surgeon who is an expert in natural ingredients and CB receptors.
Boomer focuses on wellness solutions for the 50 and older age demographic through the development of products using the Boomer proprietary CB5 formula. The CB5 formula includes a variety of terpenes that are compliant with FDA guidelines as all ingredients are listed on the Generally Recognized as Safe list. The solutions include products to alleviate pain, reduce anxiety, increase sleep quality, as well as offer cosmetic benefits. In addition, Boomer offers a full line of products to benefit the health of pets, including those suffering from seizures.
Unaudited Interim Financial Information
These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
1. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued) |
Unaudited Interim Financial Information (continued)
The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending July 31, 2020.
The balance sheets and certain comparative information as of July 31, 2019 are derived from the audited financial statements and related notes for the year ended July 31, 2019.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representation of the company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies confirm to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.
CashThe consolidated financial statements include the account of Boomer Holdings, Inc. and Cash Equivalentsthe following subsidiary:
Subsidiary Name | Equity % Owned |
Boomer Naturals, Inc. | 100% |
For purposes ofAll intercompany accounts, transactions, and profits have been eliminated upon consolidation.
The consolidated financial statements were prepared and presented in accordance with the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At January 31, 2018 the Company's bank deposits did not exceed the insured amounts.Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation.
Use of Estimates
PreparingThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, but are not limited to, the estimated useful lives of property and equipment, patent and trademark, the ultimate collection of accounts receivable and accrued expenses. Actual results and outcomes maycould materially differ from management’s estimates and assumptions.those estimates.
Stock-Based Compensation
As of January 31, 2018, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.
Revenue Recognition
The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We recordrecognizes revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable, and collectability of the revenue is reasonably assured.assured, and delivery has occurred or services have been rendered. The Company offers the CB5 proprietary formula various channels, PPE products, e-commerce, and brick and mortar retail.
7 |Page
REMARO GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODS ENDED JANUARY 31, 2018 AND JANUARY 31, 2017
Income Taxes
The Company followsincludes shipping and handling costs in cost of sales. Amounts billed for shipping and handling are included with revenues in the statement of operation.
The Company recognizes an allowance for estimated future sales returns in the period revenue is recorded, based on pending returns and historical return data, among other factors. Management did not believe any allowance for sales returns was required at April 30, 2020.
Advertising Expense
Advertising costs are expensed as incurred. Advertising expense amounted to $1,067,936 and $427,743 for the nine and three months ended April 30, 2020, respectively.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Accounts Receivable
Accounts receivable are carried at original invoice amount less the allowance for doubtful accounts based on a review of all outstanding amounts at year end. Management determines the allowance for doubtful accounts based on a combination of write-off history, aging analysis, and any specific known troubled accounts. Trade receivables are written off when deemed uncollectible.
Inventories
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 carried at costs that are higher than their estimated net realizable values.
Property and Equipment
Property and equipment consist of leasehold improvements, furniture and fixtures, machinery and equipment are stated at cost. Property and equipment are recorded at cost. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets, generally 5-7 year. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term, including renewal periods that are reasonably assured.
Impairment of Long-lived Assets
In accordance with ASC 360, “Property, Plant, and Equipment,” the Company reviews for impairment of long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company considers the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount.
Fair Value of Financial Instruments
The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability method(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
● | 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. |
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Fair Value of Financial Instruments(continued)
As of April 30, 2020, the Company believes that the carrying value of cash, account receivables, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to the short maturity of theses financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.
Income Taxes
The Company has elected to be taxed as an S-corporation. Accordingly, except for a minimal state tax, the Company is not taxed at the corporate level; rather, the tax on corporate income is paid and the benefits of losses are recognized at the stockholder level. Therefore, no provision or credit for federal income taxes has been included in the financial statements. Certain transactions of the Company are subject to accounting methods for income tax purposes which differ from the accounting methods used in preparing the financial statements. Accordingly, the net income of the Company reported for federal income tax purposes may differ from the net income reported in these financial statements. The major differences relate to accounting for depreciation on property and equipment, stock compensation, and research credits
The Company has adopted ASC 740-10-25, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25 for the three months ended April 30, 2020.
The Company is no longer subject to federal and state income taxes.tax examination by tax authorities for year ended before 2019, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectable accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.
All of the Company’s revenues are derived from the sale of the proprietary CB5 formula and PPE products, E-commerce accounted for 47% of revenues for the nine months ended April 30, 2020, respectively and brick and mortar retail accounted for 53% of revenues for the nine months ended April 30, 2020, respectively. The Company’s principal market in 2019 was the United States, but the Company plans to expand internationally in 2020. The Company maintains its cash and cash equivalents with various credit institutions. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, deposits of up to $250,000 at FDIC-insured institutions are covered by FDIC insurance. At times, deposits may be in excess of the FDIC insurance limit; however, management does not believe the Company is exposed to any significant related credit risk.
Leases
Prior to December 31, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from December 31, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Leases (continued)
On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows.
Recent accounting pronouncement
ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date.
The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of $1,147,316 million and $1,165,612, respectively as of April 30, 2020. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did materially impact our results of operations, cash flows, or presentation thereof.
FASB ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for the fiscal year beginning after December 15, 2019, including interim periods within those fiscal year beginning after December 15, 2020. The Company adopted ASC 842 (ASU 2016-02). The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of $1,147,316 million and $1,165,612, respectively as of April 30, 2020. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that were derecognized. The adoption of ASC 842 did materially impact the Company’s results of operations, cash flows, or presentation thereof.
FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues to reduce the existing diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal year beginning after December 15, 2019. Early adoption is permitted. Adoption of this method,ASU will not have a significant impact on the Company’s statement of cash flows.
FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” – In May 2016, the FASB issued 2016-12. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Recent accounting pronouncement (continued)
This ASU is effective for quarterly reporting periods beginning after December 15, 2018, and interim periods beginning after December 15, 2019. The Company is currently assessing the potential impact this standard will have on the Company’s financial statements and related disclosures.
3. | INVENTORIES |
Inventories primarily consisted of finished goods in the amount of $771,949 and $53,724 as of April 30, 2020 and July 31, 2019, respectively.
4. | NOTES RECEIVABLES – RELATED PARTIES |
Notes receivables from related parties consisted of the following:
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 |
5. | PROPERTY AND EQUIPMENT |
Property and equipment consisted of the following:
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 |
Depreciation expense on property and equipment amounted to $19,834 and $11,536 for the nine and three months ended April 30, 2020, respectively.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
6. | LINES OF CREDIT – RELATED PARTIES |
Lines of credit related parties consisted of the following:
April 30, 2020 | July 31, 2019 | |||||||
July 2019 ($447,500 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. | $ | 447,500 | $ | 50,000 | ||||
July 2019 ($60,000 line of credit) - Line of credit with maturity date of July 29, 2021 with 6% interest per annum with unpaid principal balance and accrued interest payable on the maturity date. | 60,000 | 60,000 | ||||||
Total lines of credit | 507,500 | 110,000 | ||||||
Less: Short-term portion | — | — | ||||||
Total lines of credit, net of current portion | $ | 507,500 | $ | 110,000 |
July 2019 - $447,500 line of credit
On July 1, 2019, the Company entered into a line of credit agreement in the amount of $447,500 with maturity date of June 30, 2021. The line of credit bears interest at 6% per annum and interest and unpaid principal balance is payable on the maturity date. The Company had unused line of credit of $0 as of April 30, 2020.
��
July 2019 - $60,000 line of credit
On July 1, 2019, the Company entered into a line of credit agreement in the amount of $60,000 with maturity date of July 29, 2021. The line of credit bears interest at 6% per annum and interest and unpaid principal balance is payable on the maturity date. The Company had unused line of credit of $0 as of April 30, 2020.
7. | NOTES PAYABLE – RELATED PARTIES |
Notes payable to related parties consisted of the following:
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 | ||||
July 2019 - $150,000 notes payable
On July 1, 2019, the Company entered into a note payable – related party agreement in the amount of $150,000 with maturity date of June 30, 2021. The loan bears interest at 6% per annum and interest and unpaid principal balance is payable on the maturity date. The Company had unused line of credit of $150,000 as of April 30, 2020.
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
8. | NOTES PAYABLES |
Notes payables consisted of the following:
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 | — | ||||||
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 | $ | — | ||||
13
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
8. | NOTES PAYABLES (continued) |
April 2020 - $347,000 notes payable
On April 21, 2020, the Company received loan proceeds in the amount of $347,700 under the Paycheck Protection Program ("PPP") from Cross River Bank, Inc. ("Lender"). The PPP was established as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, and maintains its payroll levels. Per PPP loan forgiveness guidelines, the Company expects the loan to be forgiven, based on qualifying business expenses.
April 2020 - $10,000 notes payable
On April 14, 2020, the Company received loan proceeds in the amount of $10,000 from the U.S. Small Business Administration (SBA). The loan maturity date is April 13, 2050, and bears interest at a rate of 3.75% per annum, payable monthly.
The following tab provides future minimum payments as of April 30, 2020
Years ended July 31, | Amount | |||||
2020 | $ | 2,269,392 | ||||
2021 | 531,140 | |||||
2022 | — | |||||
2023 | — | |||||
2024 | — | |||||
Thereafter | — | |||||
Total | $ | 2,799,532 |
9. | EARNINGS PER SHARE |
The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share,” which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Dilutive earnings per share is computed on the basis of the weighted average number of shares plus potentially dilutive common shares which would consist of stock options outstanding (using the treasury method), which was none since the Company had net losses and any additional potential shares would be antidilutive.
10. | INCOME TAX PROVISION |
The Company did not have material income tax provision (benefit) because of net loss and valuation allowances against deferred income tax provision for the three months ended April 30, 2020.
A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:
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 | % |
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
10. | INCOME TAX PROVISION (continued) |
The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation allowance and state income tax benefit, offset by nondeductible expenses.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The components of deferred tax assets and liabilities are recognizedas follows:
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 | $ | — | $ | — |
At April 30, 2020, the Company had available net operating loss carryovers of approximately $5,079,983. Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was removed and now allows for an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year's net income. As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the estimatedfull amount of this deferred tax consequences attributable to differences betweenasset since it is more likely than not that some or all of the financial statement carrying values and their respectivedeferred tax asset may not be realized.
The Company files income tax basis (temporary differences). The effect on deferredreturns in the U.S. federal jurisdiction and Nevada and is subject to income tax assetsexaminations by federal tax authorities for tax year ended 2019 and liabilities of a change inlater and by not subject to Nevada authorities for tax ratesyear ended 2019 and later. The Company currently is recognized innot under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income in the period that includes the enactment date.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
Property and Equipment and Depreciation Policy
Property and equipment are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 3 years.
tax expense. As of JanuaryOctober 31, 2018, we had total net of property and equipment for $7,193 and the total accumulated depreciation was $1,058.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of2019, the Company as a going concern. has no accrued interest or penalties related to uncertain tax positions.
At the nine months ended April 30, 2020, the Company had cumulative net operating loss carryforwards for federal tax purposes of approximately $5,079,983. In addition, the Company had state tax net operating loss carryforwards of approximately $0. The carryforwards may be applied against future taxable income and expires at various dates subject to certain limitations.
11. | RELATED PARTY TRANSACTIONS |
The Company had retained earnings of $2,415 as of January 31, 2018, however losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.following related party transactions:
● | 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. |
NOTE 4 – CAPTIAL STOCKBOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
11. | RELATED PARTY TRANSACTIONS (continued) |
● | 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. |
12. | COMMITMENTS AND CONTINGENCIES |
Operating Leases
The Company has 75,000,000 sharesentered into the following operating facility lases:
● | 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. |
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
12. | COMMITMENTS AND CONTINGENCIES (continued) |
Operating Leases (continued)
● | 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. |
The two facility leases for two separate locations dated on July 25, 2019 and September 16, 2019. Rent expense paid under the lease agreements for the nine months ended April 30, 2020 was $343,005.
For operating leases, we calculated right of common stock authorized with a paruse assets and lease liabilities based on the present value of $0.001 per share. Upon formation, the Company issued 8,000,000 shares of its common stock to the director at $0.001 per share for total proceeds of $8,000. The $8,000 was treatedremaining lease payments as a subscription receivable until paid during the year ended July 31, 2017. For the year ended July 31, 2017, the Company issued 370,000 shares of its common stock at $0.01 per share for total proceeds of $3,700. For the six month period ended January 31, 2018, the Company issued 2,141,000 of its common stock at $0.01 for total proceeds of $21,410.
As of January 31, 2018, the Company had 10,511,000 shares issued and outstanding.
8 |Page
REMARO GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODS ENDED JANUARY 31, 2018 AND JANUARY 31, 2017
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time thatdate of adoption using the Company can support its operations or attains adequate financing through salesincremental borrowing rate. The adoption of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paidASC 842 resulted in satisfactionrecording an adjustment to operating lease right of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since March 31, 2016 (Inception) through January 31, 2018, the Company’s sole officer and director loaned the Company $1,064 to pay for incorporation costsuse assets and operating expenses. Aslease liabilities of January 31, 2018,$1,147,316 million and $1,165,612 million as of April 30, 2020. The difference between the amount outstandingoperating lease ROU assets and operating lease liabilities at transition represented existing deferred rent expenses and tenant improvements, and indirect costs that was $1,064.derecognized. The loan is non-interest bearing, due upon demand and unsecured.adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof.
NOTE 6. SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluationASC 842, the components of subsequentlease expense were as follows:
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 | ||||||
In accordance with ASC 842, maturities and operating lease liabilities as of April 30, 2020 were as follows:
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 | ||||||
In accordance with ASC 842, future minimum lease payments as of April 30, 2020 were as follows:
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 |
17
BOOMER HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
12. | COMMITMENTS AND CONTINGENCIES (continued) |
Contingencies
The Company is subject to various legal proceedings from time to time as part of its business. As of April 30, 2020, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations.
13. | SUBSEQUENT EVENTS |
The Company evaluated all events from January 31, 2018or transactions that occurred after April 30, 2020 up through the date the financial statements were issued and has determined that it doesavailable to be issued. During this period, the Company did not have any material recognizable subsequent events required to disclose in these financial statements.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak onlydisclosed as of and for the date made. Any forward-looking statements represent management's best judgment as to what may occur inyear ended April 30, 2020 except for the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
following:
● | 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. |
9 |Page
ITEMItem 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GeneralOPERATIONS
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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 report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “Company believes,” “management believes” and similar language. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should,” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements 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 that could cause actual results to differ from expected 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.
Impact of COVID-19
The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. Due to the timing of initial and evolving governmental orders and guidelines impacting the Company’s financial operations in New York, and West Virginia, as well as other contributors to the process of financial statement preparation in other U.S. states, relating to social distancing, stay in place orders, travel and other restrictions on business, necessary and immediate access of personnel, records and information have been adversely effected as set forth throughout this report.
Corporate History
Boomer Holdings Inc. was incorporated as Remaro Group Corp. under the laws of the State of Nevada on March 31, 2016. On January 7, 2020, the Company, 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 shareholders of Boomer (the “Exchange”). Upon consummation of the transactions set forth in the Exchange Agreement (the “Closing”), the Company adopted the business plan of Boomer Naturals. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire all of the outstanding shares of Boomer in exchange for the issuance of an aggregate 120,980,739 shares (the “Exchange Shares”) of the Company’s Common Stock and BNW agreed to retire 24,000,000 shares of the Company’s Common Stock. Also on January 7, 2020, the Company approved an amendment to its Articles of Incorporation (the “Amendment”) to: change the name of the Company to Boomer Holdings Inc.; effect a forward stock split on the basis of three-to-one (3:1); and to increase the number of authorized shares of capital stock to 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.
Description of Our Business
Our mission is to develop and sell products of superior quality which improve the overall wellness of our customers. We are currently engaged in two principal product lines: (i) Boomer Botanics, our line of wellness products that contains our proprietary formula combining five natural and powerful ingredients that target the body’s endocannabinoid system (ECS) which is the first FDA-compliant CBD alternative; and (ii) our line of face masks and other personal protection equipment.
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Boomer Botanics
We are engaged in the research, development, acquisition, licensing and sales of specialized natural products which have FDA compliant ingredients and are impactful on the endocannabinoid system. These products powered by natural terpenes, include, edible and topical offerings. We are engaged in marketing and branding within the alternative CBD/THC space, including our trademark “CB5” brand which is a tourism agency,proprietary formula and currently locatedpatent pending. Boomer Naturals currently operates a retail store in Ecuador, that provides tour guides for individual or group toursLas Vegas Nevada and is currently negotiating a lease on the company’s flagship store in particular localities. We offer services ofManhattan New York. Boomer Natural products are also available in Golf Pro Shops, Specialty Stores, Chiropractic Offices and Nail Salons across the countries. Boomer Naturals has a freelance local guide, known alsorobust online presence and enjoys material sales through its website at BoomerNaturals.com.
Our Strategy
With our CB5 formula we believe are in a unique position to brand our line. Our FDA compliant product will give us access to advertising on national television and social media platforms like Facebook and Google. In addition we expect to air promotional/educational content throughout 2020 on PBS affiliates across the country as well as a pointman (hereinafter referredcorporate sponsorship at Madison Square Garden and the MSG network.
However, as ‘guide’ or ‘local guide’) around the vicinitiesa result of COVID-19 Pandemic, there can be no assurance that we will be able to increase any retail sales of our customers’ choice. The servicesCB5 products. Most of the stores that sell our CB5 products are aimed at private persons,non-essential retail stores so the ability to generate sales will be subject to these stores re-opening sufficiently in the near future and consequently remaining open, of which we can offer no predictions or groupsassurances.
Online Sales
Through its websites and internet advertising, Boomer will be able to brand its products while informing consumers of themthe attributes of CB5. This direct to consumer interaction could pave the way for significant online sales through the Boomer Naturals website.
National Retail Chains.
As a result of the Pandemic, most non-essential retail stores were required to be closed since March 2020. Further, many National Retail Chains are hesitant to introduce CBD related products on a collective voyage. The customers (to whomnational scale and thus far have only offered topical products in regional test markets. We believe as stores reopen, the FDA compliant ingredients in CB5 will allow these chains to offer Boomer Natural products in both topical and ingestible forms nation-wide.
Golf
As a result of the Pandemic, most golf courses and non-essential retail stores that sold golf-related products were required to be closed since March 2020. As stores reopen and items are phased in, we may refer as “tourists”)plan to continue to grow our distribution network in the golf space in part through our relationship with PGA Magazine and the PGA Merchandising Show. With access to vendors through these mediums and the ability to advertise we will be able to best utilize of our wide-ranging wholesale sales network. We are assignedin a unique position to capture a particular guide once they complete their request, receivesignificant share of the expansive golf market.
Overseas opportunities
Boomer has begun discussions with distributors in over 7 countries to carry the Boomer Naturals CB5 product line. These distributors see a unique opportunity to fulfill consumer demand via CB5 where CBD is not available to sell.
In addition, we intend to seek new branding and sign the contract.licensing opportunities for our intellectual property and we will seek strategic corporate and product acquisitions.
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.
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Boomer Medical Products
Upon most U.S. States issuing some level of Stay-At-Home orders arising from the COVID-19 pandemic, the short-term business strategy of Boomer Naturals shifted. Boomer Naturals received its first round of Tommy Bahama orders during March 2020 and expected that Tommy Bahama would be reordering on a monthly basis to replenish stock at all of its brick and mortar retail locations. In addition, we believe Tommy Bahama intended to launch an aggressive e-commerce campaign commencing with email advertisements to its significant database of customers.
Once the Stay-At-Home orders took effect, Tommy Bahama was required to close its retail stores for several months and further elected to delay any major e-commerce marketing initiatives due to their belief that consumers were primarily spending money on food and other necessities as opposed to engaging in significant discretionary spending during the Pandemic. It would have been reasonably expected that said actions by Tommy Bahama would have caused a significant delay in revenues to the Company. However, management saw an opportunity to remain consistent with its health and wellness brand strategy by expanding its offerings to face coverings and other products within the Personal Protective Equipment category.
Commencing in April 2020, Boomer Naturals began to offer for online retail sale at its website a variety of face coverings and sanitizers. During this period, Boomer Naturals began running advertisements on television, radio and various digital platforms featuring face coverings. Due the overwhelming demand for such items, e-commerce sales have grown to over 1,000 orders per day as of April 30, 2020. This increased revenue stream was able to replace the anticipated revenue arising from the Tommy Bahama relationship. In addition, while the e-commerce PPE vertical continued to grow, Boomer Naturals began to receive some interest in wholesale purchases of face coverings and other protective equipment. Boomer Naturals is in the early-stages of growing a wholesale PPE division. While no assurance can be given regarding the performance of the Boomer Medical products division, the Company anticipates that this division will continue to generate revenues for the next three to six months to accompany the expected reemergence of the CB5 division upon Tommy Bahama retail stores reopening and increase overall brand awareness from the retail focused advertising campaign.
Although the margins on protective equipment are lower than CB5 products, it is anticipated that this division will still yield material top line revenue and profits to assist Boomer Naturals in meeting or exceeding its 2020 Guidance. In the event both divisions prosper simultaneously, 2020 Guidance could foreseeably be exceeded; however, due to the uncertainty of the PPE division arising from uncertainty of medical trends in prevention and treatment from COVID-19, management believes the most accurate and transparent position with respect to its financial affairs is to maintain its current 2020 Guidance.
Results of Operations
Three Month PeriodMonths Ended January 31, 2018 comparedApril 30, 2020 (Unaudited) Compared to Three Months Period Ended January 31, 2017April 30, 2019 (Unaudited):
Three Months Ended April 30, | ||||||||||||||||||||||||
2020 | 2019 | Changes | ||||||||||||||||||||||
% of | % of | |||||||||||||||||||||||
Amount | Revenue | Amount | 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 | 44.3 | % | — | 0.0 | % | 552,904 | 44.3 | % | |||||||||||||||
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 | % | ||||||||||
Revenue
During the three month period ended January 31, 2018 we have not generated anyOur revenue compared to $2,000 during the three monthmonths ended April 30, 2020 we had $1,249,373 in revenues, coming from PPE products, sales, retail, and wholesale income from customers that purchased our CB5 wellness products, compared to $0 from these revenue sources for the same period ended January 31, 2017.one year ago. We expect the revenue we receive from PPE and CB5 wellness products to continue to grow as sales increase.
Operating ExpensesCost of Goods Sold
DuringOur Cost of Goods Sold (“COGS”) for sales of PPE and CB5 wellness products consists of the cost of acquiring and manufacturing the product to the customer. For the three month periodmonths ended January 31, 2018, we incurred $6,432 generalApril 30, 2020, our COGS associated with PPE products and administrative expenses comparedCB5 wellness was $782,982. Most orders are delivered directly 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 losscustomer, without any handling, storage or processing by us. We did not have any COGS for the three months period ended January 31, 2018 was $6,432 comparedApril 30, 2019 as we did not have any revenue during that same period.
Operating Expenses
Overall, operating expenses increased for the three months ended April 30, 2020, in the amount of $2,383,163 as the Company ramped up operations.
Non-Operating Expenses
We incurred interest expense related to net incomenotes payable and lines of $95credit in the amount of $91,274 for the three months ended April 30, 2020.
Results of Operations
Nine Months Ended April 30, 2020 (Unaudited) Compared to Nine Months Ended April 30, 2019 (Unaudited):
Nine Months Ended April 30, | ||||||||||||||||||||||||
2020 | 2019 | Changes | ||||||||||||||||||||||
% of | % of | |||||||||||||||||||||||
Amount | Revenue | Amount | 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 | % |
Revenue
Our revenue during the three month periodnine months 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, 2018April 30, 2020 we have generated $18,055had $1,676,936 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, 2018revenues, coming from PPE products, sales, retail, and wholesale income from customers that purchased our CB5 wellness products, compared to $0 from these revenue sources for the six monthsame period ended January 31, 2017. The company had no costone year ago. We expect the revenue we receive from PPE and CB5 wellness products to continue to grow as sales increase.
Cost of revenueGoods Sold
Our Cost of Goods Sold (“COGS”) for the six month period ended January 31, 2017 becausesales of the customers covered all the costs connected with the services by themselves. The company provided tour guide services in Ecuador which earned revenue. The cost of revenuePPE and CB5 wellness products consists of the paymentcost of acquiring and manufacturing the product to outsource travel guide.the customer. For the nine months ended April 30, 2020, our COGS associated with PPE products and CB5 wellness was $936,369. Most orders are delivered directly to the customer, without any handling, storage or processing by us. We did not have any COGS for the nine months ended April 30, 2019 as we did not have any revenue during that same period.
Operating Expenses
DuringOverall, operating expenses increased for the six month periodnine months ended January 31, 2018, weApril 30, 2020, in the amount of $5,647,966 as the Company ramped up operations.
Non-Operating Expenses
We incurred $7,051 general and administrative expenses compared to $5,462 during the six month period ended January 31, 2017. General and administrative expenses incurred generallyinterest expense related to corporate overhead, financialnotes payable and administrative contracted services, such as legallines of credit in the amount of $175,864 for the nine months ended April 30, 2020.
Liquidity and accounting and developmental costs.Capital Resources
Net Income (Loss)
Our net incomeprincipal liquidity requirements are for the six months periodworking capital and capital expenditures. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and borrowings from through debt. We ended January 31, 2018 was $5,704April 30, 2020 with $128,115 of cash 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 $3,564with $152,667 as of July 31, 20172019.
Stockholders’ equity was $35,525 as of January 31, 2018 compared to $8,411 as of July 31, 2017. The following table summarizes our cash flows from operating, investing, and financing activities:
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 | ) | — | ||||
Cash Flows from Operating Activities –
For the sixnine months ended January 31, 2018,April 30, 2020 and 2019, net 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 $1,462$(5,410,046) and $0, respectively, primarily due to loss of $5,079,983 for the six month period ended January 31, 2017.
Cash flows from Investing Activities
For the sixnine months ended January 31, 2018, cash flowApril 30, 2020.
Investing Activities – Cash used in investing activities was $2,500 compared to $0 for the six month period ended January 31, 2017.primarily consisted of purchases of property and equipment.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended January 31, 2018 net– Net cash provided by or used in financing activities was $21,410primarily consisted of net borrowings from proceeds from salenotes payable and lines of credit of $4,260,837 and $1,630,238 for the nine months ended April 30, 2020 and borrowings of debt and issuances of common stock compared to $8,000 from the sale of common stock$2,377,000 for the six month periodnine months ended January 31, 2017.April 30, 2020.
PLAN OF OPERATION AND FUNDINGCRITICAL ACCOUNTING POLICIES
We expectOur 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 working capital requirements will continuewe believe are most important to the portrayal of our financial condition and results of operations. 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 funded throughrelevant 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.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured, and delivery has occurred or services have been rendered. The Company offers the CB5 proprietary formula various channels, e-commerce, and brick and mortar retail
The Company includes shipping and handling costs in cost of sales. Amounts billed for shipping and handling are included with revenues in the statement of operation.
The Company recognizes an allowance for estimated future sales returns in the period revenue is recorded, based on pending returns and historical return data, among other factors. Management did not believe any allowance for sales returns was required at April 30, 2020.
Advertising Expense
Advertising costs are expensed as incurred. Advertising expense amounted to $1,067,396 and $427,743 for the nine and three months ended April 30, 2020, respectively.
Accounts Receivable
Accounts receivable are carried at original invoice amount less the allowance for doubtful accounts based on a review of all outstanding amounts at year end. Management determines the allowance for doubtful accounts based on a combination of our existing fundswrite-off history, aging analysis, and further issuancesany specific known troubled accounts. Trade receivables are written off when deemed uncollectible.
Inventories
Inventories primarily consist of securities. Our working capital requirementsfinished goods and are expected to increase in line withstated at the growthlower of our business.
10 |Page
Existing working capital, further advancescost (first-in-first-out) or market. The Company maintains an allowance for potentially excess and debt instruments,obsolete inventories and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resourcesinventories 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.
11 |Page
Item 3. Quantitative and Qualitative Disclosure about Market Risk
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under
Our management, with the supervision and with participation of our Chief Executive Officer and Treasurer, 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 April 30, 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 have 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.
Item 4. Controls and Procedures (continued)
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.
There is now a strong emphasis on formalizing processes, development of sound internal controls, and enhancing the Accounting Department in the next few months. After the personnel restructuring of this department is complete, there will be continued efforts to develop/enhance a robust system of internal controls, a proper system of checks and balances, and proper segregation of duties, to mitigate the possibility of material misstatement in the financial statements and/or is reasonable likely to materially affect, the Company’s internal control over financial reporting.misappropriation of funds.
PART II.II - OTHER INFORMATION
ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.
ManagementNone.
Item 1A. Risk Factors.
In addition to the Risk Factors included in the section entitled “Risk Factors” in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 11, 2020 (the “Registration Statement”), which are incorporated herein by reference, the following additional risk factor have evolved and become material to our business since the filing of the Registration Statement.
Risks Related to Pandemics
The recent COVID-19 pandemic may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.
While the impact on our business from the recent outbreak of the COVID-19 is not awareunknown at this time and difficult to predict, various aspects of any legal proceedings contemplatedour business could be adversely affected by any governmental authority or any other party involving us or our properties. it.
As of the date of this Quarterly Report, no director, officerreport, COVID-19 has been declared a pandemic by the World Health Organization, has been declared a National Emergency by the United States Government and has resulted in several states being designated disaster zones. COVID-19 caused significant volatility in global markets, including the market price of our securities. The spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain states and municipalities have enacted, and additional cities are considering, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and travel, and require non-essential businesses and organizations to close.
It is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans.
Securities Markets Risks
General securities market uncertainties resulting from the COVID-19 pandemic.
Since the outset of the pandemic the US and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of raising required capital. Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or affiliate is (i) a party adverseon terms which are economically feasible we may be unable to us in any legal proceeding, or (ii) has an adverse interestsustain the necessary capital to us in any legal proceedings. Management is not awarepursue our strategic plan and may have to reduce the planned future growth and scope of any other legal proceedings pending or that have been threatened against us or our properties.operations.
ITEM 1A. RISK FACTORSWe are a smaller reporting company as defined by Rule 12b-2 of theSecurities Exchange Act of 1934 and are not required to provide theinformation under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No unregisteredEffective July __, 2020, the Company issued an aggregate of 7,743,156 shares of common stock to various shareholders for subscriptions, services other consideration. [________] of the shares were issued for subscriptions received in the aggregate amount of [$________] and [___________] of the shares were issued for services.
The securities described above were offered and sold duringin reliance upon exemptions from registration pursuant to Section 4(2) of the six month period ended January 31, 2018.Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Where applicable, the Securities Purchase Agreements contain representations to support the Company’s reasonable belief that the investors had access to information concerning the Company’s operations and financial condition, the investors acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.
ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.
No senior securities were issued and outstanding during six month period ended January 31, 2018.None.
ITEM
Item 4. MINE SAFETY DISCLOSURESMine Safety Disclosure.
Not applicable to our Company.applicable.
12 |Page
ITEMItem 5. OTHER INFORMATIONOther Information.
None.
On April 21, 2020, the Company received loan proceeds in the amount of $347,700 under the Paycheck Protection Program ("PPP") from Cross River Bank, Inc. ("Lender"). The PPP was established as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, and maintains its payroll levels. Per PPP loan forgiveness guidelines, the Company expects the loan to be forgiven, based on qualifying business expenses.
On April 14, 2020, the Company received loan proceeds in the amount of $10,000 from the U.S. Small Business Administration (SBA). The loan maturity date is April 13, 2050, and bears interest at a rate of 3.75% per annum, payable monthly.
Effective July __, 2020, the Company issued an aggregate of 7,743,156 shares of common stock to various shareholders for subscriptions, services other consideration. [________] of the shares were issued for subscriptions received in the aggregate amount of [$________] and [___________] of the shares were issued for services.
The securities described above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Where applicable, the Securities Purchase Agreements contain representations to support the Company’s reasonable belief that the investors had access to information concerning the Company’s operations and financial condition, the investors acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.
ITEMItem 6. EXHIBITSExhibits.
(a) | Exhibits. |
Exhibit No. | Document Description | |
31.1 | CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 | |
32.1 | CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 | |
Exhibit 101 | Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. * | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
Exhibits:
* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |
31.1 Certification
SIGNATURES
Pursuant to the requirements of Chief Executive Officer and Chief Financial Officer pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934, Rule 13a-14(a) or 15d-14(a)
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
13 |Page
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BOOMER HOLDINGS, INC. | ||
Date: July 27, 2020 | /s/ Mike Quaid | |
Mike Quaid,Chief Executive Officer (Principal Executive Officer) |
REMARO GROUP CORP.
29
EXHIBIT INDEX
Exhibit No. | Document Description | |
|
| |
31.1 |
| CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
32.1 | CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 | |
Exhibit 101 | Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
14 |Page