Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2020, Boomer Holdings, Inc., a Nevada corporation (the "Company"), executed a 10% Convertible Promissory Note in the principal amount of $262,500 with gross proceeds of $250,000 (the "Note") in a private placement to an accredited investor (the "Holder"). The Company consummated the offering of the Note on October 19, 2020.

The Note matures on April 14, 2021 and bears guaranteed interest at the rate of 10%. The Note is convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") on any date after issuance at a 30% discount to the lowest volume weighted average price of the Common Stock during the 15 trading days prior to the date of a conversion notice. Such conversion is subject to certain additional terms and conditions, including a waivable limitation on the Holder's ability to convert the Note into an amount of Common Stock that would result in the noteholder, together with its affiliates, owning more than 9.99% of the outstanding Common Stock.

The Note may be prepaid in full on any day on or prior to its six month anniversary subject to prepayment premiums that increase over time. The Note is subject to certain additional terms and conditions, including certain remedies in connection with certain customary events of default. The Note also includes certain customary representations and warranties, and pursuant to which the Company agreed to comply with certain customary affirmative and negative covenants during the period the Note is outstanding, including but not limited to a right of first refusal in favor of the Holder for additional convertible promissory notes.

As additional consideration for the investment, the Company issued 37,500 shares of its Common Stock to the Holder.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off Balance Sheet Arrangement of a Registrant.

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 10.1   Form of 10% Convertible Promissory Note

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