UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

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

Date of Report (Date of earliest event reported): ~~October~~____January 1611, ~~2020~~2021_______

BOOMER HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

8670 W. Cheyenne Avenue, Las Vegas, NV 89129

(Address of principal executive offices, including zip code)

888-266-6370

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

OnA ~~October~~copy ~~16,~~of ~~2020,~~an Investor Presentation that Boomer Holdings, Inc., ~~a Nevada corporation~~ (the ~~“Company”~~"Registrant"), ~~executed~~may ause ~~10%~~for ~~Convertible~~upcoming ~~Promissory~~meetings ~~Note~~with ininvestors ~~the~~and ~~principal~~other ~~amount~~interested ofparties ~~$262,500~~is ~~with~~attached ~~gross~~to ~~proceeds~~this ofCurrent ~~$250,000~~Report ~~(the~~on Form ~~“Note”)~~8-K inas aExhibit ~~private placement to an accredited investor (the “Holder”)~~99. ~~The~~1 ~~Company~~and ~~consummated~~is ~~the~~incorporated ~~offering~~by ofreference ~~the Note on October 19, 2020~~herein.

The ~~Note~~furnishing ~~matures~~of onthe ~~April~~attached ~~14,~~presentation ~~2021~~is ~~and~~not ~~bears~~an ~~guaranteed~~admission ~~interest~~as atto the ~~rate~~materiality of ~~10%~~any information therein. The ~~Note~~information contained in the slides is ~~convertible~~summary ~~into~~information ~~shares~~that is intended to be considered in the context of more complete information included in the ~~Company~~Registrant’s ~~common~~filings ~~stock,~~with ~~par~~the ~~value $0~~U.~~001~~S. ~~per~~Securities ~~share~~and Exchange Commission (the “~~Common Stock~~Commission” ) onand ~~any~~other ~~date~~public ~~after~~announcements ~~issuance~~that atthe aRegistrant ~~30%~~has ~~discount~~made toand ~~the~~may ~~lowest~~make ~~volume~~from ~~weighted~~time ~~average~~to time ~~price~~by ofpress ~~the~~release ~~Common~~or ~~Stock~~otherwise. ~~during~~The ~~the~~Registrant 15undertakes ~~trading~~no ~~days~~duty ~~prior~~or obligation to update or revise the ~~date~~information ofcontained ain ~~conversion~~this ~~notice. Such~~Current ~~conversion~~Report ison ~~subject~~Form to8-K ~~certain~~except ~~additional~~to ~~terms~~the ~~and conditions,~~extent ~~including~~required aby ~~waivable~~applicable ~~limitation~~law, onalthough the ~~Holder’s~~Registrant ~~ability~~may do so from time to ~~convert~~time ~~the~~as ~~Note~~its ~~into~~management anbelieves ~~amount~~is ofappropriate. ~~Common~~Any ~~Stock~~such ~~that~~updating ~~would~~may ~~result~~be inmade through the ~~noteholder,~~filing ~~together~~of other reports or documents with ~~its~~the ~~affiliates~~Commission, ~~owning~~through ~~more~~press ~~than~~releases 9or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward Looking Statements” in Exhibit 99%.1 ofattached hereto. This information should be read in conjunction with the ~~outstanding~~risk ~~Common~~factors ~~Stock~~and other information contained in the Registrant’s filings with the Commission.

The ~~Note~~information ~~may~~in bethis ~~prepaid~~Current inReport ~~full~~ on ~~any~~Form ~~day~~8-K, onincluding orExhibit ~~prior~~99.1 toattached ~~its~~hereto, ~~six~~shall ~~month~~not ~~anniversary~~be ~~subject~~deemed to“filed” ~~prepayment~~for ~~premiums~~purposes ~~that~~of ~~increase~~Section ~~over~~18 ~~time. The~~of ~~Note~~the isSecurities ~~subject~~Exchange toAct ~~certain~~of ~~additional~~1934, ~~terms~~as ~~and~~amended, ~~conditions,~~or ~~including~~otherwise ~~certain~~subject ~~remedies~~to inthe ~~connection~~liabilities ~~with~~of ~~certain~~that ~~customary~~section ~~events~~or Sections 11 and 12(a)(2) of ~~default~~the Securities Act of 1933, as amended. The ~~Note~~information ~~also~~contained ~~includes certain~~in ~~customary~~this ~~representations~~Item ~~and~~7.01 ~~warranties,~~ and ~~pursuant~~in tothe ~~which~~presentation ~~the~~attached ~~Company~~as ~~agreed~~Exhibit 99.1 to ~~comply~~this ~~with~~Current ~~certain~~Report ~~customary~~shall ~~affirmative~~not ~~and~~be ~~negative~~incorporated ~~covenants~~by ~~during~~reference ~~the~~into ~~period~~any ~~the~~filing ~~Note~~with isthe ~~outstanding,~~SEC ~~including~~made ~~but~~by ~~not~~the ~~limited~~Registrant, towhether amade ~~right~~before ofor ~~first~~after ~~refusal~~the indate ~~favor~~hereof, regardless of ~~the~~any ~~Holder~~general ~~for~~incorporation ~~additional~~language ~~convertible~~in ~~promissory~~such ~~notes~~filing.

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

Item 29.~~03. Creation of a Direct~~ 01 Financial ~~Obligation~~Statements orand ~~an Obligation under an Off Balance Sheet Arrangement of a Registrant~~Exhibits.

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

Item 3.02. Unregistered Sales of Equity Securities.

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1099.1 Company ~~Form~~Investor ~~of 10% Convertible Promissory Note~~Presentation

SIGNATURES

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

Date: October 20, 2020	BOOMER HOLDINGS, INC.
Date: January 11, 2021	BOOMER HOLDINGS, INC.
	By:	/s/ Michael R. Quaid
		Name: Michael R. Quaid
		Title: Chief Executive Officer

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