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): September 3, 2020

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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers.

Employment Agreement with Michael Quaid

On September 4, 2020, Boomer Holdings, Inc. (the “Company”) entered into a new employment agreement (the “Agreement”) with the Company’s Chief Executive Officer, Michael R. Quaid, pursuant to which Mr. Quaid will continue to serve as the Company’s Chief Executive Officer until September 4, 2025 (or such earlier date upon which Mr. Quaid’s employment may be terminated in accordance with the terms of the Agreement). Pursuant to the terms of the Agreement, which replaced and superseded Mr. Quaid’s prior employment agreement, Mr. Quaid shall receive compensation of Twenty Thousand Dollars ($20,000) per month and if the Company’s gross revenues exceed Ten Million Dollars ($10,000,000), then such monthly compensation shall be increased to Forty Thousand Dollars ($40,000) following the fourth month thereafter.  In addition, Mr. Quaid received a grant of 6,500,000 shares of the company’s common stock and shall be reimbursed for out of pocket expenses incurred connection with the performance of his duties.  The Agreement also contains customary covenants regarding confidentiality, non-disclosure, non-competition, non-solicitation, non-disparagement, and proprietary rights. A copy of the Agreement is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Appointment of New Directors

On September 3, 2020, David Racz and Giang Thi Hoang joined the Company’s Board of Directors.

David Racz has held global senior executive positions at Pfizer, GlaxoSmithKline, and Novartis. In his various capacities, he has been responsible for developing strategy, directing multiple country operations, sales, marketing, and leading multiple corporate functions. Mr. Racz has extensive experience and success in start-up companies, spanning the nutraceutical and medical cannabis industry. From 2006-2008 he served as a member of the executive management teams for Mova Vie. As Senior Vice President of Operations and Distributor Relations, his leadership was instrumental to the success of the company and its identification as “one of the fastest growing companies in the US,” achieving revenues of $1 billion in a 2-year span. Mr. Racz recently served as the Vice Chairman of the board for POS Bio Sciences.

Giang Thi Hoang joined the Company in 2019 after taking time off to raise her son upon emigrating to the United States.  Prior thereto Ms. Hoang held executive marketing positions at Vietnam Export Import Bank in Viet Nam from 2000-2015. Ms. Hoang earned B.S. in Economics and Social Science from University of Ho Chi Minh City.

Resignation of Thomas Ziemann

Effective September 4, 2020, Thomas Ziemann resigned as the Company’s Chief Operating Officer and as a Member of the Board of Directors. Mr. Ziemann did not indicate that his decision to resign was a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits.

Employment Agreement between Boomer Holdings, Inc. and Michael R. Quaid

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: September 4, 2020
BOOMER HOLDINGS, INC.
 
 
 
By:
/s/  Daniel Capri
 
 
 
Name: Daniel Capri
 
 
Title:  President


EXHIBIT 10.1

EMPLOYMENT AGREEMENT
 
This EMPLOYMENT AGREEMENT hereinafter (“Agreement”) is effective as of this 4th day of, September, 2020 (“Effective Date”) between Boomer Holdings Inc, a Nevada corporation (“Employer”) and Mike Quaid (“Employee”).  In consideration of the mutual promises and covenants contained herein, the sufficiency of such consideration being expressly acknowledged by the parties, it is agreed as follows:
 
1. EMPLOYMENT.  Employer employs Employee, and Employee accepts employment, upon the terms and conditions set forth in this Agreement.  This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereunder.
 
2.  TERM.  This Agreement shall be for a term of five (5) years commencing on September 4, 2020 unless otherwise terminated in accordance with the termination provisions stated below.
 
3.  COMPENSATION.
 
Employee shall receive compensation in the amount of Twenty Thousand Dollars ($20,000.00) per month commencing on September 7, 2020; provided, however, said compensation shall increase to Forty Thousand Dollars ($40,000.00) per month on the fourth month following the initial month in which Company gross revenue exceeds Ten Million Dollars ($10,000,000). In addition, annual bonuses shall be paid as determined by the Board of Directors of Employer.  Employee shall be paid in accordance with Employer payroll practices, including any tax withholdings required by State or Federal law.
 
4.  DUTIES.  Employee shall work full-time for Company and shall serve as Chief Executive Officer.
 
5. VACATION.
 
Employee shall receive four (4) weeks of paid vacation per each year of this Agreement.
 
6.  EQUITY.  Employee shall receive a grant of Six Million Five Hundred Thousand Shares (6,500,000) common shares of Employer stock.
 
7.  EXPENSES.  During the term of employment, Employee shall be entitled to reimbursement of expenses incurred while carrying out all responsibilities hereunder.
 
8.  TERMINATION.  Whenever the word “Termination” is used in this Agreement with reference to a termination of Employee’s employment, such word or term shall include termination, voluntary or involuntary, with or without cause, discharge, retirement, disability, or withdrawal, or any other type of termination of employment in this Agreement may occur under the following circumstances, or any one of them:

I.  Termination by Employee.  Employee may terminate employment hereunder, upon not less than ninety (90) days prior written notice of termination to Employer.  Employee specifically acknowledges ninety (90) days prior written notice is necessary in order to allow Employer a reasonable time to find a replacement for Employee.   In the event of breach of this subsection, Employee shall be responsible for all out of pocket costs for any head hunter fees necessary to replace Employee for all work required within the ninety (90) day period in which insufficient notice was provided.
 
II. Termination by Employer.  Employer may terminate Employee’s employment hereunder:
 
a. Without advance notice upon Employee being found guilty in a court of law of a felony or Employee agreeing to a felony plea;
 
b. If Employee breaches any of the provisions of this Agreement and said breach is not cured within thirty (30) days of written notice thereof from Employer;
 
c. If Employee becomes disabled such that he or she cannot perform his duties hereunder and said disability continues for a period of twelve (12) consecutive months.
 
In the event of the death of Employee, this Agreement shall terminate, provided any compensation then due shall be prorated on the basis of time to the date of such termination.
 
Upon termination, Employee will be paid accrued, unpaid salary.
 
9.  EMPLOYER BENEFITS.  Employee shall receive Employee Benefits when the Company creates a benefit plan for all full-time employees.
 
10.  CONFIDENTIAL INFORMATION.  The parties agree that the terms of this Agreement shall remain confidential and shall not be disclosed absent the advanced written consent of the non-disclosing party, except for customary disclosure necessary to handle compliance and other pertinent issues with Employer and Employee’s attorneys, accountants, and consultants.
 
11.  REMEDIES.  The parties recognize that irreparable injury will result to Employer and its business property if employee breaches the provisions of the paragraphs above.  In the event of a breach, in addition to any other remedies which Employer may at law or in equity be entitled, the Employer will be entitled to an injunction to restrain further breach by Employee or any of Employee’s partners, agents, employers and employees, or any person acting for or with Employee.  The violation by Employee of these provisions could cause irreparable injury to the Employer and there is no adequate remedy at law for a violation of those provisions. Each breach of this Agreement and each remedy provided in this Agreement are distinct and cumulative to all other rights or remedies under this Agreement or afforded by law or equity, and may be exercised concurrently, independently, or successively, in any order whatsoever.  Such exercise includes, but is not limited to, Employer seeking both an injunction to restrain further breach and seeking monetary damages.
 
12.  WAIVER.  The waiver of the Employer of a breach of any provision of the Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by the Employee.

13.  ATTORNEY’S FEES.  If any action at law, in equity, or arbitration, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to all costs and reasonable attorneys’ fees.
 
14.  ASSIGNABILITY.  These contractual obligations of Employee are personal and neither the rights nor obligations under this Agreement may be assigned or transferred by Employee to any other person.  This Agreement will bind and benefit any successor of Employee, whether by merger, sale of assets, reorganization or other form of business acquisition, disposition or business reorganization.
 
15.  AMENDMENT.  This Agreement contains the entire understanding of the parties.  This Agreement may be changed only by a written document signed by Employee and Employer.  In the event of any changes, the Employee agrees as terms of their employment to sign any subsequent or amended contracts, which are applicable to their department and/or position. Such changes have to be approved in a management meeting by the members holding a majority interest of Employer.
 
16.  NOTICES.  All notices and other communications required or permitted to be given by this Agreement must be in writing and must be given and will be deemed received if and when either hand delivered and a signed receipt is given, or mailed by registered or certified U.S. Mail, return receipt requested, postage prepared, and if to Employer to the address below:

Boomer Holdings Inc
8670 West Cheyenne Avenue
Las Vegas, Nevada 89129
 
And if to Employee:
Mike Quaid
 
Either party may change the address to which notice is to be addressed by notifying the other party of the change.
 
17.  ENFORCEMENT.  This Agreement is to be construed in accordance with the laws of the State of Nevada.  Any actions arising in connection with the Agreement shall be subject to mandatory arbitration in front of a three-arbitrator panel in Clark County, Nevada.  By this Agreement, the parties confer jurisdiction over the subject matter of and parties to the Agreement.  The party who prevails in any action will be entitled to an award of the reasonable costs and attorney’s fees incurred in the action.

18.  SEVERABILITY.  If any provision of this Agreement, or any portion thereof, is held unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, the provision, paragraph, or portion thereof will be deemed to be modified to the extent necessary for such provisions to be legally enforceable to the fullest extent permitted by applicable law.  Any court of competent jurisdiction may enforce or modify any provision, paragraph, or portion thereof in order that the provision or portion will be enforced by the court to the fullest extent permitted by applicable law.
 
IN WITNESS WHEREOF, the parties have executed this Agreement on this 4th day of September 2020.
 
“Employer”
 
 
 
Boomer Holdings Inc
 
 
 
 /s/ Daniel Capri
 
By:  Daniel Capri, President
 
   
“Employee”
 
   
 /s/ Mike Quaid
 
Mike Quaid