Registration No. __________________

As filed with the Securities and Exchange Commission on December 8, 2016March 11, 2020

No. 333-___

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Boomer Holdings Inc.

________________________

REMARO GROUP CORP.

 (Exact(Exact name of registrant as specified in its charter)

8670 W. Cheyenne Avenue, Las Vegas, NV 89129

Calle Robles, Casa 25,(888)-266-6370

Quito,  Ecuador

Tel.  +56-2-2979-1247

Email: remarogroup@yandex.com

 (Address(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

EastBiz.com,Michael Quaid

Chief Executive Officer

Boomer Holdings Inc.

5348 Vegas Drive8670 W. Cheyenne Avenue

Las Vegas, Nevada 89108NV 89129

Tel. 702-871-8678(888)-266-6370

 (Name,(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Peter Campitiello, Esq.

McCarter & English, LLP

Two Tower Center Boulevard, 24th Floor

East Brunswick, New Jersey 08816

(732) 867-9741

Approximate date of commencement of proposed sale to the public:As soon as practicable

From time to time after this Registration Statement becomes effective.

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [x]

box.  ☒

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

offering.  ☐

If this formForm is a post-effective registration statementamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

offering.  ☐

If this formForm is a post-effective registration statementamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

offering.  ☐

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” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (check one)(Check One):

Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated filer [  ]

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, [x]

The information contained in this prospectus is not complete and may be changed. These securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed.

REMARO GROUP CORP.Preliminary Prospectus Subject to Completion, Dated March 11, 2020

8,000,000 SHARES OF COMMON STOCK4,583,752 Shares of Common Stock

$0.01 PER SHARE

This isprospectus relates to the initial offeringre-sale by the selling stockholders identified in this prospectus, or their assigns (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) of common stockup to an aggregate of Remaro Group Corp. (the “Company”) and no public market currently exists for the securities being offered. We are registering for sale a total of 8,000,0004,583,752 shares of common stock, at a fixed price of $0.01par value $0.001 per share to(the “Common Stock”), of Boomer Holdings Inc., a Nevada corporation (“Boomer” or the general public in a best efforts offering. We estimate our total offering registration costs to be approximately $8,000. There is no minimum number of“Company”).

The shares that mustoffered by this prospectus may be sold by us for the offeringSelling Stockholders or their transferees, pledgees, donees or assigns or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer from time to proceed, and wetime in the over-the-counter market or any other national securities exchange or automated interdealer quotation system on which our Common Stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices, as described under “Plan of Distribution” herein.

All net proceeds from the sale of the shares of Common Stock covered by this prospectus will retaingo to the Selling Stockholders. We will receive none of the proceeds from the sale of anythe shares of Common Stock covered by this prospectus by the Selling Stockholders. We may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus if the warrants are exercised for cash. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Stockholders will be borne by them.

Our Common Stock trades on the OTC Markets under the symbol “REMO”. On January 10, 2020, we effected a three-for-one forward split of our Common Stock (the “Forward Split”) by filing our Amended and Restated Articles of Incorporation with the Secretary of State of Nevada. However, the Forward Split has not taken effect on the OTC Markets, therefore the information contained in this prospectus has not been adjusted to give effect to the Forward Split.

The Selling Stockholders may be deemed “underwriters” within the meaning of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Marina Funt, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers.

This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she may sell. Ms. Funt will sell all the shares registered herein. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price1933, as amended,in connection with the resale of $0.01 per share for a period of of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 8,000,000 shares is completed, (iii) when the Board of Directors decides that it isRegistered Shares.

Investing in the best interest of the Company to terminate the offering prior the completion of the sale of all 8,000,000 shares registered under the Registration Statement of whichCommon Stock offered by this Prospectusprospectus is part. 

Remaro Group Corp. is a development stage companyspeculative and has recently started its operations. To date we have been involved primarily in organizational activities. We do not have sufficient capital for operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment. Our independent registered public accountant has issued an audit opinion which includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.See “Risk Factors” beginning on page 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effectiveThe date of thethis prospectus is March 11, 2020

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement relating to this prospectus,that we hope to have a market maker file an application withfiled on behalf of the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filingsSelling Stockholders with the Securities and Exchange Commission (“SEC”(the “SEC” or the “Commission”). If we are not able to paypermit the expenses associated with our reporting obligations we will not be ableSelling Stockholders to apply for quotation onsell the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The informationRegistered Shares being offered by them are described in this prospectus is current asunder the headings “Selling Stockholders” and “Plan of the date on the cover. Distribution.”

You should rely only on the information contained in this prospectus.

As used We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus unlessis accurate only as of the context otherwise requires, “we,” “us,” “our,”date of this document, regardless of the time of delivery of this prospectus or the time of issuance or sale of any securities. Our business, financial condition, results of operations and “Remaro Group Corp.” Refersprospects may have changed since that date. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to Remaro Group Corp. which we have referred you in the section of this prospectus entitled “Where You Can Find More Information.”

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that may be importantyou need to you. You should read the entire prospectus beforeconsider in making your investment decision. Before making an investment decision, you should read this entire prospectus carefully and you should consider, among other things, the matters set forth under “Risk Factors” and our financial statements and related notes thereto appearing elsewhere in this prospectus. In this prospectus, except as otherwise indicated, “Boomer,” “Boomer Holdings,” the “Company,” “we,” “our,” and “us” refer to purchaseBoomer Holdings Inc., a Nevada corporation and its subsidiaries.

Company Overview

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 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 common stock.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.

REMARO GROUP CORP.

Remaro Group Corp. was incorporated in Nevada on March 31, 2016. We are a touristic agency, currently located in Ecuador, that seeks tour guides for individualSince our products do not contain any CBD or group tours in particular localities. We aim to offer services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’) around the vicinitiesTHC and all of our customers’ choice. The servicesingredients are aimed at private persons, or groups of them on a collective voyage.

We intendthe FDA’s GRAS (Generally Recognized as Safe List), Boomer Naturals is able to use the net proceeds from this offeringadvertise on Google, Facebook, Yahoo, Bing, YouTube, Instagram, and all national television networks. CBD and cannabis companies are not allowed to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $32,000 for the next twelve months as described in our Plan of Operations.We have to sell minimum 50% of the offering shares to obtain our required minimum ($32,000) of net offering proceeds taking into account the anticipated $8,000 costs of the offering. There is no assurance that we will generate revenue in the first 12 months after completion of our offering or ever generate revenue.

Being a development stage company, we have a very limited operating history. If we do not generate revenue, we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located in Ecuador at Calle Robles, Casa 25, Quito. Our phone number is +56-2-2979-1247.

From inception (March 31, 2016) until the date of this filing, we have had limited operating activities. Our financial statements from inception (March 31, 2016) through July 31, 2016 report no revenue and a net loss of $978. Our independent registered public accounting firm has issued an audit opinion for Remaro Group Corp., which includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. To date, we have established our Company and developed our business plan and developed.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $32,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $32,000, our business may fail. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.

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THE OFFERING

There is no assurance that we will raise the full $80,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.

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SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the period from March 31, 2016 (Inception) to July 31, 2016.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks,channels. This allows Boomer Naturals to advertise creating brand recognition that our CBD competitors cannot. With many millions of people searching on the Internet monthly for CBD or CBD alternative products for pain, anxiety, inflammation, and you may losesleep, being able to advertise is a huge advantage.

Boomer Naturals has obtained certificates of free sale to export our CB5 products to over 20 countries outside of the United States. The United States does not offer export certificates for CBD or THC products allowing Boomer Naturals to service the needs of the alternative wellness market globally.

The CB5 products were developed by neurosurgeon, Dr. Markus Chwajol https://boomernaturals.com/wellness-advisory-board/markus-chwajol/. 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 or partlisted on the Generally Recognized as Safe list of your investment.the Food and Drug Administration and was developed by a practicing brain surgeon who is an expert in natural ingredients and CB receptors.

Risks related to our business

Because we have a limited operating history, have yet to attain profitable operations and will need additional financing to fund our businesses, there is doubt about our ability to continue as a going concern

Our financial statementsBoomer focuses on wellness solutions for the period from March 31, 2016 (inception)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 July 31, 2016 have been prepared assuming that we will continuealleviate pain, reduce anxiety, increase sleep quality, as a going concern. This means that there is substantial doubt that we can continuewell as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

We may continue to lose money, and if we do not achieve profitability, we may not be able to continue our business.

We are a company with limited operations and have incurred expenses and losses.offer cosmetic benefits. In addition, we expectBoomer offers a full line of products to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a resultbenefit the health of our planned expansion. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control,pets, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.those suffering from seizures.

Our current operating funds are less than necessary to complete our intended operations. We need the proceeds from this offering to start our operations as described in the “Plan of Operation” section of this prospectus. As of July 31, 2016, we had cash in the amount of $86 and liabilities of $1,064. As of this date, we have no income and just recently started our operation. The proceeds of this offering may not be sufficient for us to achieve profitable operations. We need additional funds to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

7 |PageRecent Developments

We require minimum funding of approximately $32,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds fromOn December 12, 2019, Marina Funt, our sole officerthe Company’s former principal shareholder, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and director, who has informally agreedDirector, consummated the sale of 8,000,000 shares of Common Stock (the “Shares”) to advance fundsBoomer Natural Wellness, Inc. (“BNW”). The acquisition of the Shares, which represented approximately 76% of the Company’s shares of outstanding Common Stock, resulted in a change in control of the Company. In connection with the sale of the Shares, Ms. Funt waived, forgave and discharged any indebtedness of any kind owed to allow us to pay for professional fees, including fees payableher by the Company.  

Also on December 12, 2019, in connection with the filingsale of this registration statementthe Shares, Daniel Capri was appointed a Director of the Registrant and, operation expenses. However,upon Ms. Funt has no formal commitment, arrangement or legal obligationFunt’s resignation, was appointed to advance or loan fundsserve as the Registrant’s President, Treasurer and Secretary.

On January 7, 2020, the Company executed an Agreement of Merger and Plan of Share Exchange (the “Exchange Agreement”), with BNW, Boomer Naturals Holdings, Inc., a Nevada corporation (“Boomer”), Boomer Naturals, Inc., and the shareholders of Boomer (the “Exchange”). Upon consummation of the transactions set forth in the Exchange Agreement (the “Closing”), the Company adopted the business plan of Boomer. Pursuant to the Company. After one year we may need additional financing. If we do not generate sufficient  revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.

We are a development stage company and have commenced limited operations in our business. We expect to incur significant operating losses for the foreseeable future.

We were incorporated on March 31, 2016, and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be awareterms of the difficulties normally encountered by new companies andAgreement, the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we planCompany agreed to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing substantial revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any substantial revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We have limited sales and marketing experience, which increases the risk that our business will fail.

We have no experience in the marketing of travel agency and have only nominal sales and marketing experience. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire adopt, and continue to use them. There can be no assurance that our travel agency will gain wide acceptance in its targeted markets or that we will be able to effectively market our services.

We are in a competitive market which could impact our ability to gain market share which could harm our financial performance.

The business of niche of travel agency is very competitive. Barriers to entry are relatively low, and we face competitive pressures from companies anxious to join this niche. There are a number of successful travel agencies operated by proven companies that offer similar niche services, which may prevent us from gaining enough market share to become successful.  These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service.  If we cannot gain enough market share, our business and our financial performance will be adversely affected.

Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.

Some of our competitors may be much larger companies than us and very well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production. We might not be able to maintain our ability to compete in this circumstance.

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We cannot guarantee future customers. Even if we obtain customers, there is no assurance that we will be able to generate a profit. If that occurs we will have to cease operations.

We have not identified any customers and we cannot guarantee that we will be able to attract future customers. Even if we obtain new customers for our service, there is no guarantee that we will make a profit. If we are unable to attract enough customers to operate profitably, we will have to suspend or cease operations.

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient number of customers to operate profitably. If we do not make a profit, we will suspend or cease operations.

Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

Because our sole officer and director will own 50% of our outstanding common stock, she will make and control corporate decisions that may be disadvantageous to minority shareholders.

Ms. Funt, our sole officer and director, will own 50% or moreall of the outstanding shares of our common stock. Accordingly, she will have significant influenceBoomer in determiningexchange for the outcomeissuance of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Ms. Funt may differ from the interestsan aggregate 40,326,913 pre-split shares (the “Exchange Shares”) of the other stockholders and may result in corporate decisions that are disadvantageousCompany’s Common Stock. Pursuant to other shareholders.

We depend to a significant extent on certain key person, the loss of whom may materially and adversely affect our company.

Currently, we have only one employee who is also our sole officer and director. We depend entirely on Marina Funt for all of our operations. The loss of Ms. Funt would have a substantial negative effect on our company and may cause our business to fail. Ms. Funt has not been compensated for her services since our incorporation, and it is highly unlikely that she will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Ms. Funt’s services could prevent us from completing the development of our plan of operation and our business. In the eventterms of the loss of services of such personnel, no assurance can be given that we will be ableExchange Agreement, BNW agreed to obtain the services of adequate replacement personnel.

We do not have any employment agreements or maintain key person life insurance policies on our officer and director. We do not anticipate entering into employment agreements with her or acquiring key man insurance in the foreseeable future.

Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting enough customers and result in a lack of revenues which may cause us to cease operations.

Marina Funt, our sole officer and director will only be devoting limited time to our operations. She will be devoting approximately 20 hours a week to our operations. Because our sole office and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

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Our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.

We have never operated as a public company. Marina Funt, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with allretire 8,000,000 shares of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

Our principal executive office, sole officer and director as well as the company’s assets are located in Ecuador. . Any attempt to enforce to effecting service of process, enforcing judgments and bringing original actions in Ecuador may be difficult. The stockholders from the United States would face difficulty in effecting service of process against our officers.

Our key Officer and Director, Ms. Funt resides primarily in Ecuador. Our principal executive office as well as the company’s assets are located in Ecuador. Any attempt to enforce to effecting service of process, enforcing judgments and bringing original actions in Ecuador may be difficult.

The U.S. stockholderswould face difficulty in:

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effecting service of process within the United States on our officers;

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enforcing judgments obtained in U.S. courts based on the civilliability provisions of the U.S. federal securities laws against theofficers;

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enforcing judgments of U.S. courts based on civil liability provisionsof the U.S. federal securities laws in foreign courts against ourofficers; and

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bringing an original action in foreign courts to enforce liabilitiesbased on the U.S. federal securities laws against our officers.

We are an “emerging growth company” under the jobs act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

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have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

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submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

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We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Risks associated with this offering

Because the offering price has been arbitrarily set by the company, you may not realize a return on your investment upon resale of your shares.

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective financial criteria. Additionally, as the Company was formed on March 31, 2016, and has only a limited operating history with no earnings, the price of the offered shares is not based on its past earnings, and no investment banker, appraiser, or other independent third party, has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that she will be able to sell any of the shares. Unless she is successful in receiving the proceeds in the amount of $80,000 from this offering, we may have to seek alternative financing to implement our business plan.

The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company's securities.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

Our president, Ms. Funt does not have any prior experience offering and selling securities, and our offering does not require a mimimum amount to be raised.Common Stock. As a result of this we may not be ablethe Exchange, Boomer became a wholly-owned subsidiary of the Company and following the consummation of the Exchange, the shareholders of Boomer will beneficially own approximately Ninety-Four Percent (94%) of the issued and outstanding Common Stock of the Company.

At the effective time of the Exchange, Michael Quaid was appointed Chief Executive Officer and Director and Thomas Ziemann as Chief Operating Officer and Director.

Also on January 7, 2020, the Company approved an amendment to raise enough fundsits Articles of Incorporation (the “Amendment”) to: change the name of the Company to commence and sustain our business and investors may lose their entire investment.

Ms. Funt does not have any experience conductingBoomer Holdings Inc.; effect a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could beforward stock split on the basis of your losing your entire investment in us.

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Duethree-to-one (3:1); and to increase the lacknumber of a trading market for our securities, you may have difficulty selling anyauthorized shares you purchase in this offering.

We are not registered on any market or publicof capital stock exchange. There is presently no demand for our common stockto 210,000,000 of which 200,000,000 shares shall be Common Stock and no public market exists for the10,000,000 shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Remaro Group Corp. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

We will incur ongoing costs and expenses for sec reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration cost, we will have to utilize funds from Marina Funt, our sole officer and director, who has verbally agreed to loan the Company funds to complete the registration process. Ms. Funt’s verbal agreement to provide us loans for registration costs is non- binding and discretionary. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We will voluntarily continue reporting in the absence of an SEC reporting obligation. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

The Company's investors may suffer future dilution due to issuances of shares for various considerations in the future.

Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of commonblank-check preferred stock, par value $0.001 per share,share. The Amendment was effected on January 10, 2019.

On January 10, 2020, Boomer Naturals executed a Trademark License Agreement (the “License Agreement”) with Tommy Bahama Group, Inc. (“Tommy Bahama”) a wholly owned subsidiary of which 8,000,000 shares are currently issuedOxford Industries, Inc. Pursuant to the terms of the License Agreement, Tommy Bahama agreed to license the Tommy Bahama trademark and outstanding. If we sellother intellectual property from Tommy Bahama in connection with the 8,000,000 shares being offered in this offering, we would have 16,000,000 shares issuedmanufacture, sale, distribution, advertisement and outstanding. As discussedpromotion of the Company’s products as more fully set forth in the “Dilution” section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our existing shareholders.License Agreement. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $80,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.

The above figures represent only estimated costs. The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration costs, Marina Funt, our president and director, has verbally agreed to loanLicense Agreement requires the Company funds to complete the registration process. Ms. Funt’s verbal agreement to provide us loans for registration costs is non-binding and discretionary. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Ms. Funt will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Funt. Ms. Funt will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.

The current useminimum royalties for each license year and meet minimum net sales requirements of proceeds tables provides us with the capital we believe it will take for us to reach a level of development that we can begin acquiring clients and actually provide a service to these clients that is satisfactory at minimum. Each table represents a different level of funds that would result in increased or decreased customers and services provided as a result. However, we cannot say with any certainty exactly how substantially, or to what effect, the following values will materially alter the results of our future business operations.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

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DILUTION

Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and from total assets. Dilution arises mainly as a result of our arbitrary determination of the Offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

As of July 31, 2016, Total Stockholders' Equity was negative: $978. Prior July 31, 2016, we sold 8,000,000 shares of common stocks to our sole officer and director, at a price of $0.001 per share, for net proceeds of $8,000 which were received on August 5, 2016.

If 100% of the Shares Are Sold:

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 16,000,000 shares to be outstanding will be $71,022 or approximately $0.0044 per share. The net tangible book value per share prior to the offering is $0. The net tangible book value of the shares held by our existing stockholders will be $0.0044 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0056 per share.

After completion of this offering, if 8,000,000 shares are sold, investors in the offering will own 50% of the total number of shares then outstanding for which they will have made cash investment of $80,000 or $0.01 per share. Our existing stockholder will own 50% of the total number of shares then outstanding, for which she has made contributions of cash totalling $8,000 or $0.001 per share.

If 75% of the Shares Are Sold

Upon completion of this offering, in the event 6,000,000 shares are sold, the net tangible book value of the 14,000,000 shares to be outstanding will be $51,022, or approximately $0.0036 per share. The net tangible book value per share prior to the offering is $0. The net tangible book value of the shares held by our existing stockholders will be $0.0036 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0064 per share.

After completion of this offering investors in the offering will own approximately 42.86% of the total number of shares then outstanding for which they will have made cash investment of $60,000, or $0.01 per share. Our existing stockholder will own approximately 57.14% of the total number of shares then outstanding, for which she has made contributions of cash totaling $8,000 or $0.001 per share.

If 50% of the Shares Are Sold

Upon completion of this offering, in the event 4,000,000 shares are sold, the net tangible book value of the 12,000,000 shares to be outstanding will be $31,022 or approximately $0.0026 per share. The net tangible book value per share prior to the offering is $0. The net tangible book value of the shares held by our existing stockholders will be $0.0026 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.01 per share to $0.0074 per share.

After completion of this offering investors in the offering will own approximately 33.33% of the total number of shares then outstanding for which they will have made cash investment of $40,000, or $0.01 per share. Our existing stockholder will own approximately 66.67% of the total number of shares then outstanding, for which she has made contributions of cash totaling $8,000 or $0.001 per share.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We qualify as an “emerging growth company”products under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Our cash balance was $86 as of July 31, 2016. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Marina Funt, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of July 31, 2016, Ms. Funt has advanced to us $1,064. Ms. Funt, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $32,000 of funding from this offering. Being a development stage company, we have very limited operating history and we do not currently have any arrangements for additional financing. Our principal executive offices are located at Calle Robles, Casa 25, Quito, Ecuador. Our phone number is +56-2-2979-1247.

We are a development stage company and we have generated sufficient revenue to date. Our full business plan entails activities described in the Plan of Operation. Long term financing beyond the maximum aggregate amount of this offeringlicensed marks each year. The License Agreement may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We currently have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long term financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding atterminated by Tommy Bahama before the end of the twelve month period describedterm for several reasons.

Pursuant to the License Agreement, Boomer Naturals is Tommy Bahama’s exclusive wellness licensed partner. Tommy Bahama recently placed its first order for $500,000 of products from our CB5 line for people and pets. Boomer CB5 is the premier product for Tommy Bahama’s Friend and Family event scheduled for March 2020 with CB5 product placement at cash register countertops in both men’s and women’s departments. Tommy Bahama is expected to give our roll-on as a free gift with purchases during March and has ordered 19,000 roll-ons to give away at their largest retail event of the year. Also beginning in March, Tommy Bahama is expected to send emails to their database with offers from Boomer Naturals and posting offers on their social media platforms reaching approximately 500,000 followers.

Risks of Investing

Investing in our “Plan of Operation” belowsecurities involves substantial risks. Potential investors are urged to maintain a reporting status.read and consider the risk factors relating to an investment in the Common Stock set forth under “Risk Factors” in this prospectus as well as other information we include in this prospectus.

Trading Market

Our independent registered public accountant has issued a going concern opinion. This means that thereCommon Stock is substantial doubt that we can continue as an on-going business forquoted on the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated substantial revenues and no substantial revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.OTC Markets under the symbol “REMO”.

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $80,000 from this offering, we may need more funds for ongoing business operations after the first year, and would have to obtain additional funding.

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PLAN OF OPERATION

We were incorporated in the State of Nevada on March 31, 2016.2016 as Remaro Group Corp. On January 10, 2020, the Company filed 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 comprised of 200,000,000 shares of Common Stock and 10,000,000 shares of blank-check preferred stock, par value $0.001 per share. Our principal executive offices are located at 8670 W. Cheyenne Avenue, Las Vegas, NV 89129. Our telephone number is (888) 266-6370. Our website address is http://www.bnwhealth.com. Information contained in our website does not constitute any part of, and is not incorporated into, this prospectus.

SUMMARY OF THE OFFERING

RISK FACTORS

Risks Related to the Company

The Company has a limited operating history.

Boomer Naturals, Inc., the Company’s wholly-owned operating subsidiary, was formed in June 2019 and has a limited operating history, assets and operating revenues, and its prospects of future profitable operations may be delayed or never realized. We have never declared bankruptcy, have never beena limited operating history upon which you may evaluate our business and prospects. We are in receivership,the early stages of our business and have never beennot yet commenced full-scale operations. Accordingly, we are in the initial revenue phase, and our activities to date have involved research and development of products and services, business planning, market testing, and efforts to raise startup capital. Our business and prospects must be considered in any legal actionlight of the risk, expense, and difficulties frequently encountered by preliminary or proceedings. Since incorporation, we have not made any significant purchase or salelimited revenue companies in early stages of assets. We are a development, stage company that has not generated any revenueparticularly companies in highly competitive and just recently started our operations.evolving markets. If we are unable to successfully find clients who will useeffectively allocate our service, we may quickly used up the proceeds from this offering.

We are a touristic agency, currently located in Ecuador, that seeks tour guides for individualresources, manufacture our products, generate sales, or group tours in particular localities. We aim to offer services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’) around the vicinities ofobtain and grow our customers’ choice. The services are aimed at private persons, or groups of them on a collective voyage.

We intend to spend money on research and development whencustomer base, our business plan is complete in order to develop our business. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

Our plan of operations is as follows:

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Estimated Expenses for the Next Twelve Month Period

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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 resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in the start-up stage of operationswould be adversely affected and have not generated any sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue,execute our business plan, and our business could fail. Investors could therefore be at risk of losing their investment.

The Company has a short operating history, which makes it difficult to evaluate its prospects, and future financial results and may increase the risk that it will not be successful. The Company has provided certain historical financial information; however, such financial information may not be a reliable indicator of future results. In addition, the historical information is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future.

We have inadequate capital and need for additional financing to accomplish our business and strategic plans.

We have very limited funds, and such funds are not adequate to develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

Results of operations

From March 31, 2016 (Inception) to July 31, 2016

During the period we incorporated the Company, we prepared acurrent business plan. Our loss since inception is $978. We have just recently startedultimate success may depend on our business operations; however, we will not start significant operations until we have completed this offering.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2016, the Company had $86 cash and our liabilities were $1,064, comprised of an amount owed to Marina Funt, our sole officer and director. The available capital reserves of the Company are not sufficient for the Company to remain operational. We require minimum funding of approximately $32,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC.

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Since inception, we have sold 8,000,000 shares of common stock to our sole officer and director, at a price of $0.001 per share, for net proceeds of $8,000.

We are attemptingability to raise funds to proceed with our planadditional capital. In the absence of operations. Weadditional financing or significant revenues and profits, the Company will have to utilize fundsapproach its business plan from Marina Funt, our sole officera much different and director, who has verbally agreedmuch more restricted direction, attempting to loan the Company fundssecure additional funding sources to complete the registration process if offering proceeds are less than registration costs. However, Ms. Funt has no formal commitment, arrangementfund its growth, borrowing money from lenders or legal obligationelsewhere or to advance or loan fundstake other actions to the Company. Ms. Funt’s verbal agreementattempt to provide us loans for registration costs is non-binding and discretionary. To proceed with our operations within 12 months, we need a minimum of $32,000.funding. We cannot guarantee that we will be able to sell allobtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.

The Company may incur losses as it seeks to grow.

The Company may incur future losses from the shareslaunch of new retail stores, inventory buildup that remains unsold, expenses associated with new marketing initiatives, and the growing expenses associated with additional staff necessary to manage Company growth. The extent of losses and the time required to satisfy our 12 month financial requirements. If wereach profitability are successful, any money raiseduncertain. There can be no assurance that the Company will be appliedable to obtain or sustain profitability on an ongoing basis.

The Company's success depends on the efforts and abilities of the Management team.

The Company is dependent upon the effort, experience, and abilities of its senior management team. The loss of the services of any of them for any reason could adversely affect the Company's business and operations, and there is no guarantee that the Company could find adequate replacements on a timely basis.

The Company may experience insufficient capital.

Management expects that the Company will need additional capital to fund the Company’s next growth phase. Additional sources of equity capital may not be available when needed or, if available, may only be available on unfavorable terms and in any event would result in the interests of the existing Shareholders being diluted. In such event, the Company may not be able to obtain the financing it needs, in which case the Company's potential growth could be delayed.

Risks Related to the items set forthBusiness of the Company

The health and wellness industry is highly competitive.

The health and wellness industry has extremely low barriers to entry and more companies are expected to enter the sector due to the popularity of the sector, especially during the first few months of a new year. Some of the Company’s current and potential competitors have greater resources for developing additional products, much longer operating histories, and have been marketing to wider audiences. As the Company continues to devote significant resources to developing its customer base, the Company will face significant competition from established companies that may have far greater experience than the Company. Although management believes that the Company is currently able to compete effectively in each of the Use of Proceeds section of this prospectus. We will attempt to raise at leastvarious markets in which the minimum funds necessary to proceed with our plan of operations. InCompany participates, the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional fundingCompany cannot assure that the Company will be able to continue to do so or that the Company will be capable of maintaining or further increasing its current market share. The Company’s failure to compete successfully in its various markets could have a material adverse effect on the Company’s business, financial condition and results of operations.

Our business is subject to changes in consumer preferences and discretionary spending.

Changes in consumer preferences or negative publicity around the CB5 product or industry as a numberwhole could adversely impact Company revenue. The Company's success will also largely depend on various factors affecting discretionary consumer spending, including economic conditions, political conditions, disposable consumer income and consumer confidence, which may vary widely in different markets. Adverse changes in these factors could reduce our sales or impose practical limits on our product pricing, either of factors, including general market conditions, investor acceptancewhich could adversely affect the Company's results of ouroperations.

The success of the Company’s business planwill depend in part on how favorably consumers perceive of and initial results from our business operations. These factors may impactrecognize its brand.

The Company has a pending trademark for Boomer Naturals.  The various names, logos, trademarks, service marks and trade secrets associated with the timing, amount, termsCompany's current and future brands could be imitated in ways that the Company cannot predict or conditions of additional financing available to us.prevent. There is no assurance that any additional financingthe Company’s rights to use such Intellectual Property will be availablefully enforceable, that other parties will not infringe upon those rights, or that the Company’s competitors will not seek to utilize similar intellectual property. Accordingly, if a third party successfully challenges the Company’s ownership of, or right to use, such marks or if available, on terms that will be acceptablethe Company is unable to us.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubtstop unauthorized use of such marks or if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amountCompany’s licensees of the offeringmarks and patents use them in a way that negatively impacts their value, the Company’s business or results of operations could be harmed. The unenforceability of such rights or the failure of other countries to recognize the Company's intellectual property rights could negatively impact the Company’s ability to capitalize on efforts to establish brand equity.

The inability to hire and retain qualified staff could adversely affect operating results. The Company's success will likely allow usdepend in part upon management's ability to operate for at least one yearattract, motivate and retain a sufficient number of qualified employees, and support staff necessary to conduct its operations.  Qualified individuals of the requisite caliber and quantity needed to fill positions may be in short supply. Also, any material increases in employee turnover rates could have a material adverse effect on the capital resources required to cover the material costs with becoming a publicly reporting. Company’s business, financial condition, operating results or cash flows.  

The Company anticipates overis subject to numerous laws and regulations. The Company’s products are affected by a variety of regulations at the next 12 months the cost of being a reporting public company will be approximately $10,000.

State and Federal levels. The Company will haveneed to meet allconstantly monitor developments and adjust to changes in the financial disclosurelaws and reporting requirements associated with being a publicly reporting company. The Company’s management will haveregulations. Such laws and regulations may change from time to spend additional time, on policies and procedures to ensure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Should the Company fail to raise a minimum of $32,000 under this offering, the Company would be forced to scale backmay or abandon the implementation of its 12-month plan of operations.

DESCRIPTION OF BUSINESS

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

The guide’s duties are to take the customers into the requested locality, deliver touristic services properly and provide safety to the tourist. After the service is delivered, the tour guide may receive a review, which we plan to attach to this guide’s profile. As a developing company we are interested in finding people, preferably with the experience in services of a guide, who can organize for our customers’ various itineraries (hereinafter referred also as ‘tours’) of different types and of good quality. We expect the tours range from city tours around famous places, or simply showing from the airport to the train station, to tours around locations relevant to modern pop, rock or urban culture, as well as tours relevant to culinary arts or cuisine history, or tours around places of our customers’ interest. As business develops we hope to find professional guides to take our customers to mountains, forests and other locations in the wilderness.

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We have portfolios of local tour guides that wish to work with us on a freelance basis. According to customers’ request to visit a particular place, or experience a particular tour we offer a few candidates capable of satisfying their needs. We charge a fee for our services. The rest of the payment is due to occur when customers and their guides meet to receive and deliver services correspondingly. No payments or money transfers between customers and guides shall occur if the services are cancelled due to unexpected changes of weather conditions, or sudden illness of a tour guide or tourists, or of any other obstacles of unpredictable nature. In case the tour guide is incapable of delivering a service for known or unknown reason, we take responsibility to find a substitute guide. We also take a responsibility to be a mediator between customers and guides in case any dispute over our services arises. Provided that business expands, we may think of taking it to a new level and introduce our customers and guides to a web platform where guides can promote their services.

We plan to obtain a website to promote our guides by showing their portfolios: photos, service description, the price of services, and job achievements. To set up their profiles, we request credentials to verify identity and by doing so we expect to lower the possibility of scams and frauds. Also it can make payment for the service easier. The customers can check to see if the guide resides in the location they are seeking, what other services this guide delivers or how this guide is rated by the customers.

A private person, or a group of tourists, intending to set off for a voyage (hereinafter referred as our ‘customers’) fill out a question form and post their request online, or answer to our offer. A sample request might be as follows, “Need a guide for places related to the history of rock-n-roll in London”. Customers may apply directly, by phone or via the web platform. Customers may choose a particular guide or we may search our database and offer a few candidates. Prior to the contract we inform the customers about prices, payment details and what exactly the service includes. The customers might discuss the time of their arrival, the longevity of their tour or any peculiarities of it, and the total cost. The customers may request to find another guide if, for some reason, the recommended one proves dissatisfying. We, as a company, would inquire their reasons to do so because we are interested in guides who can provide decent services and communication, thus promoting a good image of the company they work for. To keep the level of services high we plan to work with only certified guides. We also think of collecting the feedbacks of our customers to improve and develop our services. We may develop a system of reviewing both guides and customers to pursue two goals: 1) improving the services 2) reduce chances of fraud.

Once both parties agree, they meet for the service delivery to occur. After the customers receive their services they may leave their feedback regarding the quality of the service. We also expect to make it possible that during their tours, customers can share their photo or video, concerning the tour, in a form of short journal entries at our web platform. We plan to attach links to those entries to the profiles of the corresponding guides.

In order to bring down possible negative reviews that may affect the reputation of the company, we plan to work with those customers who can prove insurance upon registration with the platform (The same applies to when we only provide guides searching services). In сase of serious injuries the company might take responsibility after an investigation takes place to prove that customers were properly informed of possible consequences and they did not violate the safety regulations delivered by their guide, prior to the tour. Operations might be suspended during the time of such claims against the company. We also don’t take any responsibility in case an accident happens to a guide. There is no assurance that accidents will not take place further.

Our principal office address is located at Calle Robles, Casa 25, Quito, Ecuador. Our telephone number is +56-2-2979-1247. Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and have not earned any sufficient revenue. It is likely that we will not be able to achieve profitabilitycomply with new requirements. In addition, the cost of compliance may be very high and wouldaffect operating income.

The Company sells cosmetics and consumable products that could be forcedsubject to cease operations duepotential litigation risk. Although the Company engages high quality manufacturers and suppliers to the lack of funding.

Clients

We expect our customers to be of different ages, coming as individuals or groups. But we only intend to work with adults as theyproduce products, it is unknown whether a defective product can bear all responsibility for their actions, such as disobedience to their guide.

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Marketing

We plan to promote our services on the websites related to tourism by initiating discussions concerning our services. In case we find customers we plan to contact them via email or messenging apps, for instance Whatsapp, Viber, Telegram or by mail or phone. We also intend to start our own blog with the description of our services, posting logs about people we work with and their experience, as well as safety advice from reputable sources, or recommendations on how to organize a trip. We plan to use Wordpress to start, as it provides a wide range of customisation features, statistics about the page, and allows cross-posting to other websites or social platforms. At this stage we also plan to use different web banners for advertising purposes to be placed on web sites attracting potential tourists such as Booking.com. TripAdvisor, AirBnb, and similar.

We plan to invest in SEO (Search Engine Optimization) to be displayed in search inquiries of search engines such as Google, Bing, Yahoo and similar. We also plan to start a video blog (vlog) on our Youtube channel to give our potential customers an inside view of our touristic experience, feedbacks of customers who traveled with us, interviews with our tour guides. We also intend to promote it to the top recommended channels by paying fees for advertizing. We plan to edit the best bits of our videos into commercials to be shown before other YouTube videos. We intend to engagecause harm to a professional studio as we desire our vlogs to be attractive and appealing.

We plan to make video commercials to be viewed on pop-up banners on the websites related to tourism. Also, we may develop a cross platform application for smartphones and tablets to ease finding a guide with the help of geo-positioning services. To analyze the activity of our customers we might invest in Google metrics, analytics web technology which can reveal when potential customers generate more traffic on our web platform, what sites bring more referrals (users who click on our interactive advertisementsperson or banners). We expect this investment to help us improve marketing strategies.

Competition

The tour related industry may look difficult to enter as there are many companies which provide a wider range of services. We see our competitive advantage in focusing on only one niche with a specific offer. We intend to hire guides from the local people who wish them to perform such services. We do not charge for transfers nor housing (as we do not provide them) or any hidden services or taxes. We seek people willing to get the most from their tours and skip regular or mass-touristic attractions. Our services are for those who want to explore new places in a way that locals know them, which we believe is a unique experience.

Revenue

pet. In the first place we intend to make revenues directly from charging 25% from the guide’s hourly payment. As business grows and we obtain a website of our own we might sell advertising space to tour gear companies or other tourism related services. We might try other possible ways of income, such as selling souvenir clothing items under our own brand, or selling touristic gear under own brand.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees; Identification of Certain Significant Employees.

We are a start up company and currently have no employees other than Marina Funt, our sole officer and director. We intend to hire employees on an as needed basis.

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Offices

Our business office is located at Calle Robles, Casa 25, Quito, Ecuador. This is the office provided by our President and Director, Marina Funt. We do not pay any rent to Ms. Funt and there is no agreement to pay any rent in the future. Our telephone number is +56-2-2979-1247.

Government Regulation

We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

LEGAL PROCEEDINGS

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The name, age and titles of our executive officer and director are as follows:

Marina Funt has acted as our President, Treasurer, Secretary and sole Director since we incorporated on March 31, 2016. Ms. Funt owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Funt was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Ms. Funt graduated from Universidad San Francisco de Quito, Faculty of Business Administration in 2009. Since 2009 till 2013, she worked as vice director of travel agency Quito Sungate, LLC (Ecuador). In 2013 she was a co-owner of travel agency Marinex Group Corp. She resigned in 2016. We believe that Ms. Funt’s specific experience, qualifications and skills will enable to develop our business.

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During the past ten years, Ms. Funt has not been the subject to any of the following events:

1.

Any bankruptcy petition filed by or against any business of which Ms. Funt was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Funt’s involvement in any type of business, securities or banking activities.

4.

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Other than Ms. Funt’ purchase of founders shares frommitigate said risk, the Company as stated below, there is nothingshall maintain product liability insurance of value (including money, property, contracts, options or rights of any kind), received orat least $2,000,000.

Risks Related to be received, by Ms. Funt, directly or indirectly, from the Company.Securities Markets and Investments in Our Securities

Prior July 31, 2016, we issued a total of 8,000,000 shares of restrictedOur common stock may be considered a “penny stock” and may be difficult to Marina Funt, our sole officer and director in consideration of $8,000 which was received on August 5, 2016. Further, Ms. Funt has advanced funds to us. As of July 31, 2016, Ms. Funt has advanced to us $1,064. Ms. Funt will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Funt. Ms. Funt will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate sufficient revenues from our operations. The obligation to Ms. Funt does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Funt or the repayment of the funds to Ms. Funt. The entire transaction was oral. We have a verbal agreement with Ms. Funt that, if necessary, she will loan the Company funds to complete the registration process.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTsell.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 8, 2016 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwiseCommission has or shares: (i) voting power,adopted regulations which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemedgenerally define “penny stock” to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of December 8, 2016, there were 8,000,000 shares of our common stock issued and outstanding.

Future sales by existing stockholders

A total of 8,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

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There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.

PLAN OF DISTRIBUTION

We are registering 8,000,000 shares of our common stock for sale at the price of $0.001 per share.

This is a self-underwritten offering, and Ms. Funt, our sole officer and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to her for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Ms. Funt will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer: