Boomer
Holdings, Inc. (the “Registrant”) is furnishing this Current Report on Form 8-K to indicate it intends to rely on
the Order of the Securities and Exchange Commission of March 25, 2020 (Release No.) (the “Order”), which allows for
the delay of certain filings required under the Securities and Exchange Act of 1934, as amended. The Order provides that a registrant
subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with
respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating
the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable.
The
Registrant is relying on the Order in connection with the Registrant’s Quarterly Report on Form 10-Q for the period ended
April 30, 2020, as a result of the circumstances set forth below. The Registrant’s operations and business have experienced
disruption due to the unprecedented conditions surrounding the COVID-19 pandemic.
A member of
the immediate family of one of the Registrant’s key employees contracted COVID-19, resulting in the quarantining of
such employees and self-isolation of other employees as a result of unintended exposure to the employee as well as the family
member. Additionally, the Registrant and its key employees have been subject to shelter-in-place and local travel
restrictions. These absences have created a number of shortages of essential personnel needed to perform various
operations for the Registrant including the preparation of the Registrant’s financial statements and management
report.
Accordingly,
in reliance upon the Order, the Registrant expects to file its Quarterly Report on Form 10-Q no later than 45 days after the due
date of filing of June 15, 2020.
Pursuant
to the Order, following are the Risk Factors disclosing the impact of COVID-19 onto the Registrant’s business and operations:
Risks
Related to the COVID-19 Pandemic
The
recent COVID-19 pandemic may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.
While
the impact on our business from the recent outbreak of the COVID-19 is unknown at this time and difficult to predict, various
aspects of our business could be adversely affected by it.
As
of the date of this report, COVID-19 has been declared a pandemic by the World Health Organization, has been declared a National
Emergency by the United States Government and has resulted in several states being designated disaster zones. COVID-19 caused
significant volatility in global markets, including the market price of our securities. The spread of COVID-19 has caused public
health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large
numbers. In addition, certain states and municipalities have enacted, and additional cities are considering, quarantining and
“shelter-in-place” regulations which severely limit the ability of people to move and travel, and require non-essential
businesses and organizations to close.
It
is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business,
results of operations, financial condition and our future strategic plans.
The
recent COVID-19 pandemic may adversely affect our business, and ability to file timely and accurate financial information.
The
recent COVID-19 pandemic may adversely affect our business, and ability to file timely and accurate financial information.
As
of the date hereof, COVID-19 has been declared a pandemic by the World Health Organization, has been declared a National Emergency
by the United States Government and has resulted in several states being designated disaster zones. COVID-19 coronavirus caused
significant volatility in global markets, including the market price of our securities. The spread of COVID-19 coronavirus has
caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating
in large numbers. In addition, certain states and municipalities have enacted, and additional cities are considering, quarantining
and “shelter-in-place” regulations which severely limit the ability of people to move and travel, and require non-essential
businesses and organizations to close.
Thus
far, these restrictions have adversely affected our results of operations and financial condition. A significant portion of the
Registrant’s business, financial and governance operations are contracted with certain independent contractors and third-parties
currently subject to “lock-down” orders or “shelter in place” recommendations related to the national
health crisis created by the COVID-19 pandemic, including key people responsible for assisting the Registrant in the development
of its financial statements. As a result of the travel and work restrictions stemming from the COVID-19 pandemic, the Registrant
may be unable to fully review and certify certain financial statements that it needs to permit the Registrant to file timely and
accurate quarterly Reports on Form 10-Q, including for the quarter ended April 30, 2020, by the prescribed dates without undue
hardship and expense to the Registrant.
The
success of our business is dependent on the strength of our relationships with our retailer customers, and reductions in or loss
of sales to such customers as a result of COVID-19 could have a material adverse effect on our business and financial performance.
Many
of the our major customers have experience a significant downturn in their businesses, including impacts from a downturn in the
global economy as a result of COVID-19, and as such customers have reduced or discontinued purchases from us. The loss of any
or all of these customers could have a material adverse effect on our sales. Many of our major customers have been forced to close
operations for an extended period of time, and we cannot reasonably estimate the length or severity of COVID-19 but it currently
anticipates a material adverse impact on its financial position and results of operations during fiscal year 2020.
Risks
Related to Securities Markets and Investments in Our Securities
General
securities market uncertainties resulting from the COVID-19 pandemic.
Since
the outset of the pandemic the US and worldwide national securities markets have undergone unprecedented stress due to the uncertainties
of the pandemic and the resulting reactions and outcomes of government, business and the
general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to
safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be
available to the Registrant for purposes of raising required capital. Should we not be able to obtain financing when required,
in the amounts necessary to execute on our plans in full, or on terms which are economically feasible we may be unable to sustain
the necessary capital to pursue our strategic plan and may have to reduce the planned future growth and scope of our operations.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that reflect the Registrant's current expectation regarding future
events. Actual events could differ materially and substantially from those projected herein and depend on a number of factors.
Certain statements in this release, and other written or oral statements made by Boomer Holdings, Inc. are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties
and other factors which are, in some cases, beyond the Registrant's control and which could, and likely will, materially affect
actual results, levels of activity, performance or achievements. The Registrant assumes no obligation to publicly update or revise
these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated
in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause
actual results to differ materially from the Registrant's expectations include, but are not limited to, those factors that are
disclosed under the heading "Risk Factors" and elsewhere in documents filed by the Registrant from time to time with
the United States Securities and Exchange Commission and other regulatory authorities.