ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Merger With Boomer
As described above, on
The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.
Pro Forma Ownership
Following the issuance of the Exchange Shares, the Boomer Shareholder now beneficially owns approximately Ninety-Four Percent (94%) of the total outstanding shares of the Company's Common Stock. For financial accounting purposes, the acquisition was treated as a reverse acquisition of the Company by Boomer, under the purchase method of accounting, and was deemed a recapitalization with Boomer as the acquirer. Upon consummation of the Exchange, the Company adopted the business plan of Boomer.
DESCRIPTION OF BUSINESS OF BOOMER
PRODUCTS
The CB5 products were developed by neurosurgeon, Dr. Mark Chwajol
https://boomernaturalwellness.com/larry-mccleary-md/. The Boomer CB5 products
contain a powerful combination of terpenes that interact with three known
cannabinoid receptors and possibly a fourth, while the standard products in the
industry interact only with one. The product contains all-natural ingredients
which are all listed on the Generally Recognized as Safe list of the
Boomer focuses on wellness solutions for the 50 and older age demographic through the development of products using the Boomer proprietary CB5 formula. The CB5 formula includes a variety of terpenes that are compliant with FDA guidelines as all ingredients are listed on the Generally Recognized as Safe list. The solutions include products to alleviate pain, reduce anxiety, increase sleep quality, as well as offer cosmetic benefits. In addition, Boomer offers a full line of products to benefit the health of pets, including those suffering from seizures.
MANAGEMENT AND EMPLOYEES
As of the date of this Report, Boomer has forty (40) full time employees. We believe we enjoy good employee relations. None of our employees are members of any labor union, and we are not a party to any collective bargaining agreement.
PROPERTIES
The Company does not own any physical location. Boomer currently leases its
corporate headquarters and other offices in
GOVERNMENT REGULATION
We believe we are in compliance with applicable federal, state and other regulations and that we have compliance programs in place to ensure compliance going forward. There are no regulatory notifications or actions pending.
LEGAL MATTERS
From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any other proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.
POST-EXCHANGE BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table provides information, immediately after the Exchange, regarding beneficial ownership of our Common Stock by: (i) each person known to us who beneficially owns more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.
The number of shares beneficially owned is determined under rules promulgated by
the
ITEM 3.02 UNREGISPROPERTIESTERED SALES OF EQUITY SECURITIES
As disclosed in Item 2.01, which disclosures are hereby incorporated by
reference, in connection with the Merger, the Company issued an aggregate of
40,326,913 shares of its Common Stock to the shareholders of Boomer. The Company
relied on the exemptions from federal registration under Section 4(2) of the
Securities Act of 1933, as amended, Regulation S, and Rule 506 promulgated
thereunder, based on its belief that the issuance of such securities did not
involve a public offering, as there were fewer than 35 "non-accredited"
investors, all of whom, either alone or through a purchaser representative, had
such knowledge and experience in financial and business matters so that each was
capable of evaluating the risks of the investment and/or were located outside
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.
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