Nevada
|
4700
|
36-4833921
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(IRS I.D.)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller Reporting Company
|
☒
|
Emerging growth company
|
☐
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Common Stock, par value $0.001 per share
|
BOMH
|
OTC Markets Group
|
Page | ||
PART I Financial Information
|
|
|
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk | 22 |
Item 4.
|
Controls and Procedures | 22 |
|
|
|
PART II Other Information
|
||
Item 1.
|
23 | |
Item 1A.
|
23
|
|
Item 2.
|
24
|
|
Item 3.
|
24
|
|
Item 4.
|
24
|
|
Item 5.
|
24
|
|
Item 6.
|
25
|
|
26
|
October 31,
|
July 31,
|
|||||||
2020
|
2020
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
279,990
|
$
|
4,171,371
|
||||
Accounts receivables, net of allowance for bad debt of $0 and $0, respectively
|
7,197,119
|
3,006,952
|
||||||
Accounts receivables - related parties
|
3,401
|
3,401
|
||||||
Inventories, net
|
5,103,554
|
3,559,936
|
||||||
Other current assets
|
525,047
|
294,826
|
||||||
Loans receivables - related parties
|
25,585
|
50,585
|
||||||
Total current assets
|
13,134,696
|
11,087,071
|
||||||
Non-current Assets:
|
||||||||
Property and equipment, net
|
237,178
|
223,583
|
||||||
Operating lease asset
|
1,319,681
|
1,065,087
|
||||||
Total non-current assets
|
1,556,859
|
1,288,670
|
||||||
Total assets
|
$
|
14,691,555
|
$
|
12,375,741
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
7,666,828
|
$
|
8,899,200
|
||||
Accounts payable - related party
|
687,040
|
713,836
|
||||||
Factor payable
|
3,218,390
|
-
|
||||||
Other current liabilities
|
865,688
|
407,504
|
||||||
Accrued interest
|
176,198
|
106,525
|
||||||
Unearned revenue
|
215,519
|
7,049,264
|
||||||
Lines of credit from financial institutions
|
1,699,618
|
2,224,863
|
||||||
Lines of credit from related parties
|
447,500
|
1,013,625
|
||||||
Current portion of convertible note payables - related parties
|
1,280,375
|
1,580,375
|
||||||
Current portion of note payables
|
-
|
1,802
|
||||||
Current portion of operating lease liabilities
|
163,011
|
263,214
|
||||||
Total current liabilities
|
16,420,167
|
22,260,208
|
||||||
Operating lease liabilities, net of current portion
|
1,224,147
|
866,884
|
||||||
Note payables, net of current portion
|
508,171
|
506,699
|
||||||
Convertible note payables - related parties, net of current portion
|
1,020,140
|
720,140
|
||||||
Total liabilities
|
19,172,625
|
24,353,931
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' Deficit:
|
||||||||
Common stock, $0.001 par value; 200,0000,000 shares authorized,
155,044,311 and 136,229,895 shares issued and outstanding, respectively
|
155,044
|
138,925
|
||||||
Additional paid in capital
|
4,026,299
|
4,042,418
|
||||||
Accumulated deficit
|
(8,662,413
|
)
|
(16,159,533
|
)
|
||||
Total stockholders' deficit
|
(4,481,070
|
)
|
(11,978,190
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
14,691,555
|
$
|
12,375,741
|
Three Months Ended October 31,
|
||||||||
2020
|
2019
|
|||||||
Net revenue
|
$
|
28,844,708
|
$
|
174,144
|
||||
Cost of goods sold
|
9,249,482
|
85,471
|
||||||
Gross profit
|
19,595,226
|
88,673
|
||||||
Operating expenses:
|
||||||||
Advertising and marketing
|
6,638,805
|
259,085
|
||||||
General and administrative
|
2,285,851
|
556,090
|
||||||
Payroll and payroll taxes
|
1,497,751
|
215,079
|
||||||
Professional fees
|
1,012,471
|
292,064
|
||||||
Research and development
|
-
|
12,455
|
||||||
Depreciation and amortization
|
8,500
|
4,508
|
||||||
Rent
|
167,671
|
121,259
|
||||||
Total operating expenses
|
11,611,049
|
1,460,540
|
||||||
Income (loss) from operations
|
7,984,177
|
(1,371,867
|
)
|
|||||
Other income (expense):
|
||||||||
Interest expense
|
(301,639
|
)
|
(14,485
|
)
|
||||
Interest expense - related party
|
(174,094
|
)
|
-
|
|||||
Other expense
|
(11,510
|
)
|
-
|
|||||
Other income
|
186
|
300
|
||||||
Total other expense, net
|
(487,057
|
)
|
(14,185
|
)
|
||||
Income (loss) before provision for income taxes
|
7,497,120
|
(1,386,052
|
)
|
|||||
Income tax provision
|
-
|
-
|
||||||
Net income (loss)
|
$
|
7,497,120
|
$
|
(1,386,052
|
)
|
|||
Earnings (loss) per share:
|
||||||||
Basic and diluted
|
$
|
0.05
|
$
|
(0.01
|
)
|
|||
Weighted average number of common shares outstanding:
|
||||||||
Basic and diluted
|
141,584,014
|
118,879,657
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balances - July 31, 2020
|
136,229,895
|
$
|
138,925
|
$
|
4,042,418
|
$
|
(16,159,533
|
)
|
$
|
(11,978,190
|
)
|
|||||||||
Issuances of stock as a result from previous unregistered shares from reverse merger shareholders
|
18,814,416
|
16,119
|
(16,119
|
)
|
-
|
-
|
||||||||||||||
Net income
|
-
|
-
|
-
|
7,497,120
|
7,497,120
|
|||||||||||||||
Balances - October 31, 2020
|
155,044,311
|
$
|
155,044
|
$
|
4,026,299
|
$
|
(8,662,413
|
)
|
$
|
(4,481,070
|
)
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balances - July 31, 2019
|
30,000
|
$
|
520,000
|
$
|
(718,009
|
)
|
$
|
(718,009
|
)
|
$
|
(916,018
|
)
|
||||||||
Issuance of stock
|
-
|
1,198,568
|
-
|
-
|
1,198,568
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(1,386,052
|
)
|
(1,386,052
|
)
|
|||||||||||||
Balances - October 31, 2019
|
30,000
|
$
|
1,718,568
|
$
|
(718,009
|
)
|
$
|
(2,104,061
|
)
|
$
|
(1,103,502
|
)
|
Three Months ended October 31,
|
||||||||
2020
|
2019
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
7,497,120
|
$
|
(1,386,052
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Depreciation expense
|
8,500
|
4,508
|
||||||
Noncash lease expense
|
2,466
|
37,575
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivables, net
|
(4,190,167
|
)
|
(9,218
|
)
|
||||
Other current assets
|
(230,221
|
)
|
(11,994
|
)
|
||||
Inventories, net
|
(1,543,618
|
)
|
(44,327
|
)
|
||||
Accounts payable
|
(1,232,372
|
)
|
236,479
|
|||||
Accounts payable - related party
|
(26,796
|
)
|
-
|
|||||
Factory payable
|
3,218,390
|
|||||||
Other current liabilities
|
458,184
|
74,609
|
||||||
Accrued interest
|
69,673
|
3,568
|
||||||
Unearned revenue
|
(6,833,745
|
)
|
-
|
|||||
Net cash used in operating activities
|
(2,802,586
|
)
|
(1,094,852
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(22,095
|
)
|
(64,897
|
)
|
||||
Loans provided on loans receivables to related parties
|
-
|
(124,524
|
)
|
|||||
Payment received from loans made to related parties
|
25,000
|
90,917
|
||||||
Net cash provided by (used) in investing activities
|
2,905
|
(98,504
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Borrowing on lines of credit from financial institutions
|
2,302,024
|
-
|
||||||
Repayment on lines of credit from financial institutions
|
(2,827,269
|
)
|
-
|
|||||
Borrowing on lines of credit, related parties
|
95,000
|
53,645
|
||||||
Repayment on lines of credit, related parties
|
(661,125
|
)
|
(59,688
|
)
|
||||
Repayment on note payable
|
(330
|
)
|
-
|
|||||
Proceeds from issuance of common stock
|
-
|
1,198,568
|
||||||
Net cash provided by (used in) financing activities
|
(1,091,700
|
)
|
1,192,525
|
|||||
Net increase in cash
|
(3,891,381
|
)
|
(831
|
)
|
||||
Cash – beginning of period
|
4,171,371
|
63,016
|
||||||
Cash – end of period
|
$
|
279,990
|
$
|
62,185
|
||||
Supplemental disclosures of cash flow information
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
457,611
|
$
|
14,485
|
||||
Income taxes
|
$
|
800
|
$
|
800
|
1. |
DESCRIPTION OF BUSINESS
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
● |
Recently Adopted Accounting Pronouncements
|
● |
Recently Issued Accounting Pronouncements
|
3. |
INVENTORIES
|
4. |
PROPERTY AND EQUIPMENT
|
October 31, 2020
|
July 31, 2020
|
|||||||
Furniture and equipment
|
$
|
64,738
|
$
|
46,134
|
||||
Leasehold improvements
|
130,001
|
130,001
|
||||||
Computers
|
79,163
|
75,672
|
||||||
Total property and equipment
|
273,902
|
251,807
|
||||||
Less – accumulated depreciation
|
(36,724
|
)
|
(28,224
|
)
|
||||
Total property and equipment, net
|
$
|
237,178
|
$
|
223,583
|
5. |
ACCOUNTS PAYABLE – RELATED PARTIES
|
6. |
LINES OF CREDIT FROM FINANCIAL INSTITUTIONS
|
October 31, 2020
|
July 31, 2020
|
|||||||
June 2020 ($60,000 line of credit) - Line of credit with maturity date of June 23, 2021 with non-bearing
interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
$
|
-
|
$
|
137,352
|
||||
July 2020 ($2,000,000 line of credit) - Line of credit with maturity date of July 28, 2021 with non-bearing
interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
1,699,618
|
1,156,196
|
||||||
July 2020 ($979,300 line of credit) - Line of credit with maturity date of November 23, 2020 with
non-bearing interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
-
|
931,315
|
||||||
Total lines of credit from financial institutions
|
$
|
1,699,618
|
$
|
2,224,863
|
7.
|
LINES OF CREDIT – RELATED PARTIES
|
October 31, 2020
|
July 31, 2020
|
|||||||
July 2019 ($1,000,000 line of credit) - Line of credit with maturity date of June 30, 2021 with 6%
interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
$
|
447,500
|
$
|
947,500
|
||||
July 2019 ($66,125 line of credit) - Line of credit with maturity date of July 29, 2029 with 6% interest
per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
-
|
66,125
|
||||||
Total lines of credit – related parties
|
$
|
447,500
|
$
|
1,013,625
|
8. |
NOTES PAYABLE
|
October 31, 2020
|
July 31, 2020
|
|||||||
August 2019 ($5,980 note payable) - Note payable with maturity date of December 1, 2020 with 8.25% interest
per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
$
|
1,472
|
$
|
1,801
|
||||
April 2020 ($159,000 note payable) - US Small Business note payable with maturity date of April 15, 2050
with 3.75% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
159,000
|
159,000
|
||||||
April 2020 ($347,700 note payable) - Paycheck Protection Program payable with maturity date of December 31,
2020 with 1% interest per annum with unpaid principal balance and accrued interest payable on the maturity date. If loan is not forgiven.
|
347,700
|
347,700
|
||||||
Total notes payable
|
508,172
|
508,501
|
||||||
Less – current portion
|
-
|
(1,802
|
)
|
|||||
Total notes payable, net of current portion
|
$
|
508,172
|
$
|
506,699
|
9. |
CONVERTIBLE NOTES PAYABLE
|
October 31, 2020
|
July 31, 2020
|
|||||||
January 2020 ($250,000 convertible note payable) - Convertible payable with maturity date of January 4,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
$
|
260,070
|
$
|
260,070
|
||||
January 2020 ($250,000 convertible note payable) - Convertible payable with maturity date of January 4,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
260,070
|
260,070
|
||||||
January 2020 ($100,000 convertible note payable) - Convertible payable with maturity date of January 4,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
105,375
|
105,375
|
||||||
January 2019 ($100,000 convertible note payable) - Convertible payable with maturity date of January 6,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
25,000
|
25,000
|
||||||
February 2020 ($500,000 convertible note payable) - Convertible payable with maturity date of February 24,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
500,000
|
500,000
|
||||||
February 2019 ($500,000 convertible note payable) - Convertible payable with maturity date of February 24,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
500,000
|
500,000
|
||||||
February 2020 ($50,000 convertible note payable) - Convertible payable with maturity date of May 9, 2020
with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
100,000
|
100,000
|
||||||
September 2019 ($200,000 convertible note payable) - Convertible payable with maturity date of September
14, 2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
200,000
|
200,000
|
||||||
June 2020 ($50,000 convertible note payable) - Convertible payable with maturity date of June 10, 2021 with
25% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
50,000
|
50,000
|
||||||
September 2019 ($300,000 convertible note payable) - Convertible payable with maturity date of December 14,
2021 with 12% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.
|
300,000
|
300,000
|
||||||
Total convertible notes payable
|
2,300,515
|
2,300,515
|
||||||
Less – current portion
|
(1,020,140
|
)
|
(1,580,375
|
)
|
||||
Total convertible notes payable, net of current portion
|
$
|
1,280,375
|
$
|
720,140
|
10. |
UNEARNED REVENUE
|
11. |
EARNINGS PER SHARE
|
12. |
INCOME TAX PROVISION
|
October 31, 2020
|
July 31, 2020
|
|||||||
Statutory federal rate
|
21.0
|
%
|
21.0
|
%
|
||||
State income taxes net of federal income tax benefit and others
|
0.0
|
%
|
0.0
|
%
|
||||
Permanent differences for tax purposes and others
|
0.0
|
%
|
0.0
|
%
|
||||
Change in valuation allowance
|
-21.0
|
%
|
-21.0
|
%
|
||||
Effective tax rate
|
0.0
|
%
|
0.0
|
%
|
October 31, 2020
|
July 31, 2020
|
|||||||
Deferred tax assets:
|
||||||||
Net operating losses
|
$
|
1,694,000
|
$
|
3,268,603
|
||||
Other temporary differences
|
-
|
-
|
||||||
Total deferred tax assets
|
1,694,000
|
3,268,603
|
||||||
Less – valuation allowances
|
(1,694,000
|
)
|
(3,268,603
|
)
|
||||
Total deferred tax assets, net of valuation allowances
|
$
|
-
|
$
|
-
|
13. |
RELATED PARTY TRANSACTIONS
|
● |
Purchases and Accounts Payables – On April 9, 2020, the Company entered into an Exclusive Distributorship Agreement with PhamVan Trading Co., Ltd.
(the “Supplier”). Pursuant to the agreement, the Company is the exclusive distributor of the supplier’s PPE products in the United States. The Supplier in turn has exclusive manufacturing agreements with certain manufacturers provide that
the manufacturers will not sell these items to any other U.S. based customer provided that the Supplier orders an annual minimum of 1,500,000 masks from one manufacture and 750,000 masks from a second manufacturer, respectively. If the
minimum amounts are not met, the agreements become non-exclusive for the U.S. market. Giang Thi Hoang, a member of the Company’s board of directors and holder of approximately 7.7% of the Company’s Common Stock and holds a minority equity
position in the Supplier which is controlled by her sister and brother-in-law. At the time the Company entered into the agreement with the Supplier, Ms. Hoang was not yet a member of the board of directors.
|
●
|
The Company purchased approximately $10,803,100 and $0 of inventory for the three ended October 31, 2020 and 2019, respectively. The Company had accounts payable to related party in the
amount of $687,040 and $713,836 as of October 31, 2020 and July 31, 2020, respectively.
|
● |
Line of Credit – The Company entered into various lines of credit with shareholders of the Company. Refer to Lines of Credit Related Parties
disclosure.
|
● |
Notes Payable (related parties) – The Company entered into various notes payable with related parties who are also shareholders of the Company.
Refer to Notes Payable – Related Parties for additional information.
|
14.
|
COMMITMENTS AND CONTINGENCIES
|
● |
Cheyenne Fairways – On July 25, 2019, the Company entered into an operating facility lease for its corporate office located in Las Vegas with 84
months term and with option to extend from 2 years to 5 years at the market rate. The lease started on September 1, 2019 and expires on August 31, 2026.
|
● |
Cheyenne Technology Center – On September 16, 2019, the Company entered into an operating facility lease for its retail and warehouse located in
Las Vegas for 37 months expiring on November 31, 2022.
|
● |
Losee Industrial Park – On July 31, 2020, the Company entered into an operating facility lease for warehouse for initial lease payment of $9,345 per
month expiring October 31, 2023.
|
Three months Ended October 31, 2020
|
Fairways
|
Technology Center
|
Losee Industrial
Park
|
Total
|
||||||||||||
Operating lease expense
|
$
|
20,193
|
$
|
2,506
|
$
|
9,345
|
$
|
32.044
|
||||||||
Others
|
-
|
-
|
-
|
-
|
||||||||||||
Total lease expense
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
32.044
|
Three months Ended October 31, 2019
|
Fairways
|
Technology Center
|
Losee Industrial
Park
|
Total
|
||||||||||||
Operating lease expense
|
$
|
20,193
|
$
|
2,506
|
$
|
-
|
$
|
22,699
|
||||||||
Others
|
-
|
-
|
-
|
-
|
||||||||||||
Total lease expense
|
$
|
20,193
|
$
|
2,506
|
$
|
-
|
$
|
22,699
|
Year ended July 31,
|
Fairways
|
Technology Center
|
Losee Industrial
Park
|
Total
|
||||||||||||
Undiscounted cash flows:
|
||||||||||||||||
2021
|
$
|
143,953
|
$
|
22,696
|
$
|
84,105
|
$
|
250,754
|
||||||||
2022
|
235,520
|
31,169
|
112,140
|
378,829
|
||||||||||||
2023
|
242,077
|
10,596
|
112,140
|
364,813
|
||||||||||||
2024
|
248,635
|
-
|
28,035
|
276,670
|
||||||||||||
2025
|
255,192
|
-
|
-
|
255,192
|
||||||||||||
Thereafter
|
273,403
|
-
|
-
|
273,403
|
||||||||||||
Total undiscounted cash flows
|
1,398,780
|
64,461
|
336,420
|
1,799,661
|
||||||||||||
Discounted cash flows:
|
||||||||||||||||
Lease liabilities - current
|
80,073
|
18,834
|
64,104
|
163,011
|
||||||||||||
Lease liabilities - long-term
|
958,542
|
39,949
|
225,656
|
1,224,147
|
||||||||||||
Total discounted cash flows
|
1,038,615
|
58,783
|
289,760
|
1,387,158
|
||||||||||||
Difference between undiscounted and discounted cash flows
|
$
|
360,165
|
$
|
5,678
|
$
|
46,660
|
$
|
412,503
|
Year ended July 31,
|
Fairways
|
Technology Center
|
Losee Industrial
Park
|
Total
|
||||||||||||
Minimum lease payments
|
||||||||||||||||
2021
|
$
|
172,132
|
$
|
26,574
|
$
|
78,721
|
$
|
277,427
|
||||||||
2022
|
177,477
|
25,017
|
96,219
|
298,713
|
||||||||||||
2023
|
161,860
|
7,957
|
87,099
|
256,916
|
||||||||||||
2024
|
147,534
|
-
|
20,453
|
167,987
|
||||||||||||
2025
|
134,383
|
-
|
-
|
134,383
|
||||||||||||
Thereafter
|
132,904
|
-
|
-
|
132,904
|
||||||||||||
Present values of minimum lease payments
|
$
|
926,290
|
$
|
59,548
|
$
|
282,492
|
$
|
1,268,330
|
15. |
SUBSEQUENT EVENTS
|
Item 2. |
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|
Three Months Ended October 31,
|
||||||||||||||||||||||||
2020
|
2019
|
Changes
|
||||||||||||||||||||||
% of
|
% of
|
|||||||||||||||||||||||
Amount
|
Revenue
|
Amount
|
Revenue
|
Amount
|
%
|
|||||||||||||||||||
Net revenue
|
$
|
28,844,708
|
100.0
|
%
|
$
|
174,144
|
100.0
|
%
|
$
|
28,670,564
|
16463.7
|
%
|
||||||||||||
Cost of Goods Sold
|
9,249,482
|
32.1
|
%
|
85,471
|
49.1
|
%
|
9,164,011
|
10721.8
|
%
|
|||||||||||||||
Gross profit
|
19,595,226
|
67.9
|
%
|
88,673
|
50.9
|
%
|
19,506,553
|
21998.3
|
%
|
|||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Advertising and marketing
|
6,638,805
|
23.0
|
%
|
259,085
|
148.8
|
%
|
6,379,720
|
2462.4
|
%
|
|||||||||||||||
General and administrative
|
2,285,851
|
7.9
|
%
|
556,090
|
319.3
|
%
|
1,729,761
|
311.1
|
%
|
|||||||||||||||
Payroll and payroll taxes
|
1,497,751
|
5.2
|
%
|
215,079
|
123.5
|
%
|
1,282,672
|
596.4
|
%
|
|||||||||||||||
Professional fees
|
1,012,471
|
3.5
|
%
|
292,064
|
167.7
|
%
|
720,407
|
246.7
|
%
|
|||||||||||||||
Research and development
|
-
|
0.0
|
%
|
12,455
|
7.2
|
%
|
(12,455
|
)
|
-100.0
|
%
|
||||||||||||||
Depreciation and amortization
|
8,500
|
0.0
|
%
|
4,508
|
2.6
|
%
|
3,992
|
88.6
|
%
|
|||||||||||||||
Rent
|
167,671
|
0.6
|
%
|
121,259
|
69.6
|
%
|
46,412
|
38.3
|
%
|
|||||||||||||||
Total operating expenses
|
11,611,049
|
40.3
|
%
|
1,460,540
|
838.7
|
%
|
10,150,509
|
695.0
|
%
|
|||||||||||||||
Income (loss) from operations
|
7,984,177
|
27.7
|
%
|
(1,371,867
|
)
|
-787.8
|
%
|
9,356,044
|
682.0
|
%
|
||||||||||||||
Other Income (Expense):
|
||||||||||||||||||||||||
Interest expense
|
(301,639
|
)
|
-1.0
|
%
|
(14,485
|
)
|
-8.3
|
%
|
(287,154
|
)
|
1982.4
|
%
|
||||||||||||
Interest expense - related party
|
(174,094
|
)
|
-0.6
|
%
|
-
|
0.0
|
%
|
(174,094
|
)
|
N/A
|
||||||||||||||
Other expense
|
(11,510
|
)
|
0.0
|
%
|
-
|
0.0
|
%
|
(11,510
|
)
|
N/A
|
||||||||||||||
Other income
|
186
|
0.0
|
%
|
300
|
0.2
|
%
|
(114
|
)
|
-38.0
|
%
|
||||||||||||||
Total other income (expense)
|
(487,057
|
)
|
-1.7
|
%
|
(14,185
|
)
|
-8.1
|
%
|
(472,872
|
)
|
3333.6
|
%
|
||||||||||||
Income (Loss) before provision for income taxes
|
7,497,120
|
26.0
|
%
|
(1,386,052
|
)
|
-795.9
|
%
|
8,883,172
|
640.9
|
%
|
||||||||||||||
Provision for income taxes
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
-
|
N/A
|
||||||||||||||||
Net income (loss)
|
$
|
7,497,120
|
26.0
|
%
|
$
|
(1,386,052
|
)
|
-795.9
|
%
|
$
|
8,883,172
|
640.9
|
%
|
● |
Increase in revenue from PPE products, sales, retail, and wholesale income from customers that purchased our Boomer Botanics wellness products, compared to $0 from these revenue sources for the same period last
year. We expect the revenue we receive from PPE and Boomer Botanics wellness products to continue to grow as sales increase.
|
● |
Our Cost of Goods Sold (“COGS”) for sales of PPE and Boomer Botanics wellness products consists of the cost of acquiring and manufacturing the product to the customer. For the three months ended October 31,
2020, our cost of goods sold associated with PPE products and Boomer Botanics products wellness made up almost all of the cost of goods sold compared to none in the same quarter last year. Most orders are delivered directly to the
customer, without any handling, storage or processing by us.
|
● |
Increase in advertising and marketing primarily related to PPE and Boomer Botanics wellness products.
|
● |
Increase in headcount which increased payroll expenses.
|
● |
Increase in outside services such as consultants and professional services to manage increase in revenue and operations.
|
Three Months Ended October 31,
|
||||||||
2020
|
2019
|
|||||||
Net cash provided by (used in) operating activities
|
$
|
(2,847,586
|
)
|
$
|
(1,094,852
|
)
|
||
Net cash provided by (used in) investing activities
|
2,905
|
(98,504
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(1,046,700
|
) |
1,192,525
|
|||||
Net increase (decrease) in cash
|
$
|
(3,891,381
|
)
|
(831
|
)
|
Item 3. |
Item 4. |
● |
We did not have enough personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate
reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
|
Item 4. |
Controls and Procedures (continued)
|
Item 1. |
Item 1A. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Item 6. |
Exhibit No.
|
Document Description
|
|
31.1
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
|
31.2
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
|
32.1 |
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2 |
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of
Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. *
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
BOOMER HOLDINGS, INC.
|
||||
Date: December 15, 2020
|
/s/ Mike Quaid
|
|||
Mike Quaid, Chief Executive Officer (Principal Executive Officer)
|
Exhibit No.
|
Document Description
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
||
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
|
||
32.1 |
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2 |
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of
Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. *
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
byreference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|