SEC Info - Bloomios, Inc. - ‘10-Q’ for 6/30/22

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		Alternative Formats (Word, et al.) Consolidated Balance Sheets as of June 30, 2022, and December 31, 2021 Consolidated Statements of Cash Flows for the six months ended June 30, 2022, and 2021 Consolidated Statements of Changes in Stockholders' Equity for the three months ended June 30, 2022, and 2021 Consolidated Statements of Operations for the three and six months ended June 30, 2022, and 2021 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Interim Consolidated Financial Statements Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition or Plan of Operation Mine Safety Disclosures Notes to the Consolidated Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Interim Consolidated Financial Statements
"	Consolidated Balance Sheets as of June 30, 2022, and December 31, 2021
"	Consolidated Statements of Operations for the three and six months ended June 30, 2022, and 2021
"	Consolidated Statements of Changes in Stockholders' Equity for the three months ended June 30, 2022, and 2021
"	Consolidated Statements of Cash Flows for the six months ended June 30, 2022, and 2021
"	Notes to the Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition or Plan of Operation
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ i Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ i Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). i ☐ Yes ☒ No

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

We operate in a rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, such as the COVID-19 outbreak and associated business disruptions including delayed clinical trials and laboratory resources, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included in this report speak only as of the date hereof, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Bloomios, Inc., unless otherwise indicated.

The financial statements have been prepared on a consolidated basis with CBDBP as a wholly owned subsidiary. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly--owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.

The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company only applies the five- step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the Company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met).

Also, from time to time we require deposits from our customers. As of June 30, 2022, and December 31, 2021, we had $ i 277,028 and $ i 239,561 of deferred revenue respectively.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

As of June 30, 2022, we had a net operating loss carry-forward of approximately $( i 8,753,320), and a deferred tax asset of $ i 1,838,197 using the statutory rate of i 21%. The deferred tax asset may be recognized in future, periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $( i 1,838,197). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. On June 30, 2022, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

Update 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

Update 2021-03—Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events.

Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.

On August 23, 2021, the Company agreed to issue i 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. The shares we issued on November 1, 2021.

On November 1, 2021, the Company issued i 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note.

On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded i 3,200,000 of the total i 4,000,000 options that are available under the plan.

On February 17, 2022, the Company issued i 30,000 shares of common stock pursuant to an amendment to a secured convertible note.

On February 17, 2022, the Company issued i 29,086 shares of common stock pursuant to an amendment to a senior secured convertible promissory note.

On February 17, 2022, the Company issued i 50,000 commitment shares of common stock pursuant to an equity line of credit agreement.

On February 17, 2022, the Company issued i 300,000 shares of common stock pursuant to a Letter of Engagement. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.4, to Form 10-K filed on April 15, 2022, which are incorporated herein by reference.

On February 18, 2022, the Company entered into three agreements with its executives for accrued and unpaid compensation. The agreements are Convertible Promissory Notes accrue interest at a rate of twelve percent ( i 12%) require monthly interest payments beginning July 31, 2022, and mature on i January 31, 2025. They are also convertible into common stock at a fixed rate of $ i 0.54 per share. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.5, 10.6 and 10.7, to Form 10-K filed on April 15, 2022, which are incorporated herein by reference.

On February 24, 2022, the Company entered into a Securities Purchase Agreement with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $ i 18,450, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $ i 172,200. The Closing occurred on i February 24, 2022, upon the Company receiving the purchase price of $ i 153,750. The Company is required to make 10 monthly payments beginning April 15, 2022, of $ i 19,286.40. The Note provides that the Investor may not convert any amount of the Note unless the Note is in default and if that would result in the i beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion.

The foregoing summaries of the Purchase Agreement and the Note, do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.2 and 10.1, respectively, to Form 10-K filed on April 15, 2022, which are incorporated herein by reference.

On February 17, 2022, the Company issued i 30,000 shares of common stock pursuant to an amendment to a secured convertible note.

On February 17, 2022, the Company issued i 29,086 shares of common stock pursuant to an amendment to a senior secured convertible promissory note.

On February 17, 2022, the Company issued i 50,000 commitment shares of common stock pursuant to an equity line of credit agreement.

On May 19, 2022, the company issued i 60,000 shares for inducement recorded at $ i 1.90 per share for a total of $ i 114,000

The Company has three (3) classes of preferred Stock. Series A has i 10,000 shares authorized, issued and outstanding. Series B has i 800 shares authorized, issued and outstanding. Series C has i 3,000,000 authorized and i 310,000 currently issued and outstanding.

The Series A, par value $ i 0.00001 has i 10,000 shares authorized, issued and outstanding. The holders of the Series A are not entitled to dividends. Each share of Series A shall vote on any and all matters related to i the Company and each share entitles holder to vote such number of votes equal to 0.0051% of the total number of votes entitled to be cast. For clarification purposes, the holders of all 10,000 shares of Series A have the right to cast an aggregate of 51% of the total number of votes entitled to be cast. The Series A are subject to an automatic conversion and/or redemption in the event the Company completes a qualified financing defined as a financing in which the Company receives gross proceeds of at least $ i 10 million. If converted, each share of Series A converts into i 50 shares of common stock. If redeemed the Company shall pay $ i 100 per share of Series A.

The Series B, par value $ i 0.00001, has i 800 shares authorized, issued and outstanding. The holders of the Series B are entitled to a liquidation preference in that they participate with the common stock on an as converted basis. The holders of Series B are entitled to vote such number of shares as their Series B would be convertible into common stock plus i 10% on an as if converted basis at the time of the vote. The Series B may convert into common stock. Each share of Series B will convert into such number of shares by multiplying 0.001 by the aggregate number of the Company’s common stock issued and outstanding at the time of conversion. The Series B is subject to automatically convert into common stock in the event of a qualified financing as defined above.

The Series C, par value $ i 0.00001, has 3,000,000 shares authorized. There are i 310,000 shares issued and outstanding. The holders of the Series C are entitled to a liquidation preference in that they participate with the common stock on an as converted basis. The holders of Series C are entitled to vote such number of shares as their Series C would be convertible into common stock on an as if converted basis at the time of the vote. The Series C may convert into common stock based upon the product obtained by dividing the number of shares of Series C by the closing share price of the common stock on the date of conversion. The Series C is subject to automatically convert into common stock in the event of a qualified financing as defined above based upon the conversion formula in the previous sentence.

The Board of Directors of the Corporation is authorized to provide, by resolution, for one or more series of Preferred Stock to be comprised of authorized but unissued shares of Preferred Stock. Except as may be required by law, the shares in any series of Preferred Stock need not be identical to any other series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix, and is hereby expressly empowered to fix, by resolution the rights, preferences and privileges of, and qualifications, restrictions and limitations applicable to, such series.

The Board of Directors is authorized to increase the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series of Preferred Stock. The Board of Directors is authorized to decrease the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series.

As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. i The Warrants have a term of 60 months, and contain full-ratchet anti-dilution protection provisions, and have an exercise price of $1.50 per share for 50% of the Warrants, and $2.00 per share for 50% of the Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice.

The foregoing summaries of the Purchase Agreement, the Note, the Warrants and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2, 10.3, and 4.1, respectively, to the Current Report on Form 8-K filed on April 2, 2021, which are incorporated herein by reference.

On November 30, 2020, the Company entered into a 6% secured convertible promissory note with a third-party in the amount of $ i 203,000.00. Pursuant to the agreement, the Company issued the lender i 350,000 i 5-year warrants with an exercise price of $ i 1.00. On January 19, 2021, we issued the lender an additional i 100,000 warrants on the same terms as the previous warrants, as a penalty pursuant to the agreement. Subsequently, on April 2, 2021, the Company and lender entered into a pay-off letter agreement in the amount of $ i 252,875.00 and the Company paid the amount on April 6, 2021. The note has been paid in full.

On April 8, 2021, the Company established a wholly owned subsidiary with the Oregon Secretary of State, Bloomios Labs, LLC, an Oregon limited liability company.

On April 12, 2021, XLR Medical Corp (the “Company”), acquired CBDBP. XLR issued i 10,000 shares of its Series A Preferred Stock and i 800 shares of its Series B Preferred Stock as the purchase price.

On April 16, 2021, we received notification from the U.S. Small Business Administration (“SBA”) that our Paycheck Protection Program Loan Forgiveness Application was approved, and our Paycheck Protection Program loan has been paid in full.

On April 19, 2021, the Company established a wholly owned subsidiary with the Florida Secretary of State, Bloomios Private Label, LLC, a Florida limited liability company.

On June 16, 2021, Mr. Michael Hill, our Chief Executive Officer, Chief Financial Officer and Director, resigned his position as Chief Financial Officer and appointed Mr. John Bennett. The reason for Mr. Hill’s resignation as Chief Financial Officer was solely to expand the management team. Mr. Hill will remain the Chief Executive Officer and a Director of the Company. The board of directors has agreed to compensate Mr. Hill at a rate of $ i 25,000 per month pursuant to his employment agreement.

On June 16, 2021, the board of directors appointed Mr. Barrett Evans to the positions of President, Chief Strategy Officer and Director. The board of directors has agreed to compensate Mr. Evans at a rate of $ i 25,000 per month pursuant to his employment agreement.

On June 16, 2021, the board of directors appointed Mr. John Bennett, as director and Chief Financial Officer of the Company. The board of directors has agreed to compensate Mr. Bennett at a rate of $ i 12,500 per month pursuant to his employment agreement.

On July 9, 2021, we entered into a purchase agreement with Burdell Partners, LLC, hereinafter (“BP”), pursuant to which BP has agreed to purchase from us up to an aggregate of $ i 6,500,000 of our common stock (subject to certain limitations) from time to time over the term of the Purchase Agreement. Also, on July 9, 021, we entered into a registration rights agreement with BP, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we are required to file with the SEC a registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock that have been or may be issued to BP under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we were required to issue i 50,000 shares of our common stock (which are yet to be issued) and i 50,000 warrants to BP as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, which we refer to in this prospectus as the Commitment Shares and Commitment Warrants.

We do not have the right to commence any sales of our common stock to BP under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of BP’s control, have been satisfied, including that the SEC has declared effective the registration statement that includes this prospectus. Thereafter, we may, from time to time and at our sole discretion, direct BP to purchase shares of our common stock in amounts up to 100,000 shares on any single business day, subject to a maximum of $500,000 per purchase, plus other “VWAP Purchases” under certain circumstances. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to BP. The purchase price of the shares that may be sold to BP under the Purchase Agreement will be based on the market price of our common stock preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price. We may at any time in our sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business day notice. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement. BP may not assign or transfer its rights and obligations under the Purchase Agreement.

On February 19, 2019, the Company entered into a promissory note with a related party in the amount of $ i 17,000, with an interest due at the rates of i 8% per annum and a due date of i February 19, 2020. This note is currently in default.

On June 30, 2019, the Company entered into a promissory note with a related party in the amount of $ i 14,500, with an interest due at the rates of i 8% per annum and a due date of i March 30, 2020. This note is currently in default.

On June 11, 2020, the Company entered into a promissory note with a related party in the amount of $ i 10,000, with an interest due at the rates of i 8% per annum and a due date of i September 11, 2020. This note was paid in full in the fourth quarter of 2020 and the balance as of June 30, 2022, was $0.

On February 29, 2020, the Company entered into a promissory note with a related party in the amount of $ i 60,000, with an interest due at the rates of i 8% per annum and a due date of February 29, 2021. This note is currently in default.

On June 30, 2019, the Company entered into a promissory note with a related party in the amount of $ i 9,300, with an interest due at the rates of i 8% per annum and a due date of i June 30, 2020. On April 7, 2021, this note was paid in full.

On December 28, 2021, the Company entered into a promissory note with a related party in the amount of $ i 150,000, with an interest rate of i 12% per annum and a due date of i December 28, 2022.

On January 5, 2021, the Company entered into a promissory note in the amount of $ i 20,331 with an interest rate of i 8% per annum and a due date of i April 5, 2021. On April 5, 2021, this note was paid in full.

On July 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Senior Secured Promissory Note (the “Note”) with first priority over all current and future indebtedness of the Company and any subsidiaries, whether such subsidiaries exist on the issue date or are created or acquired thereafter, excluding the note between the Company and Leonite Capital LLC., in the aggregate principal amount of up to $ i 1,100,000 or so much as has been advanced in one or more tranches. The Note carries an original issue discount of $ i 100,000, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the potential aggregate purchase price of the Note is $ i 1,000,000. The initial tranche was paid upon closing in an amount of $ i 500,000, resulting in a current face value of the Note of $ i 550,000. The maturity date of each tranche of the Note is twelve months after the payment of such tranche. The Note provides that the Investor may not convert any amount of the Note that would result in the i beneficial ownership of greater than i 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than i 61 days prior notice. / The Note is secured with all of the assets of the Company, as described in the Security Agreement attached as Exhibit 10.3 to this Form S-1. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement.

As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of 60 months, and contain full ratchet anti-dilution protection provisions, and have an exercise price of $ i 1.75 per share for i 142,857 of the Warrants, and $ 2.25 per share for i 111,111of the Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than i 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice.

The foregoing summaries of the Purchase Agreement, Purchase Warrant, Registration Rights, Securities Purchase Agreement, Secured Promissory Note, the Warrants and the Pledge and Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed with the Securities and Exchange Commission on July 14, 2021, as exhibits to the Company’s S-1 Registration Statement as Exhibits 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, and 10.12, respectively.

On November 30, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $ i 25,000, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $ i 275,000. The Closing occurred on December 3, 2021, upon the Company receiving the purchase price of $ i 250,000. The maturity date of each tranche of the Note is nine months after the payment. The Note provides that the Investor may not convert any amount of the Note that would result in the i beneficial ownership of greater than i 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than i 61 days prior notice. The Note converts at a fixed rate of $1.08 into common stock unless there is a default under the agreements. /

The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement.

On February 24, 2022, the Company entered into a Securities Purchase Agreement with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $ i 18,450, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $ i 172,200. The Closing occurred on February 24, 2022, upon the Company receiving the purchase price of $ i 153,750. The Company is required to make 10 monthly payments beginning April 15, 2022, of $ i 19,286.40. The Note provides that the Investor may not convert any amount of the Note unless the Note is in default and if that would result in the i beneficial ownership of greater than i 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion. /

As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of i 60 months, and contain full-ratchet anti-dilution protection provisions, and have an exercise price of $ i 1.08 per share for i 250,000 Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice.

The foregoing summaries of the Purchase Agreement, the Note, the Warrants and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2, and 4.1, respectively, on Form 8-K filed on December 3, 2021, which are incorporated herein by reference.

On December 29, 2021, the Company entered into a promissory note with a related party in the amount of $ i 150,000, with an interest due at the rates of i 12% per annum and is due upon demand. The foregoing summary of the promissory note does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1, to Form 10-K filed on April 15, 2022, which is incorporated herein by reference.

On March 31, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue of $ i 12,500, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $ i 137,500. The Closing occurred on March 31, 2022, upon the Company receiving the purchase price of $ i 125,000. The maturity date of each tranche of the Note is nine months after the payment. The Note provides that the Investor may not convert any amount of the Note that would result in the i beneficial ownership of greater than i 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note converts at a fixed rate of $1.25 into common stock unless there is a default under the agreements. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement. /

As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of i 60 months, and contain full ratchet anti-dilution protection provisions, and have an exercise price of $ i 1.75 per share for i 39,285 of the Warrants, and $ i 2.25 per share for i 30,555 of the Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice.

The foregoing summaries of the Purchase Agreement and the Note, do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.3, 10.2, 10.2 and 10.4, respectively, to Form 10-K filed on April 15, 2022, which are incorporated herein by reference.

On June 21, 2022, the Company entered into a promissory note with a third-party in the amount of $ i 100,000 with a fixed interest of $ i 25,000 for a total amount due of $ i 125,000 and a due date of 7/21/2022.

On July 12, 2021, we issued i 6,494 five-year common stock warrants exercisable at $ i 1.925 per share.

On July 12, 2021, we issued i 5,051 five-year common stock warrants exercisable at $ i 2.475 per share.

On July 12, 2021, we issued i 3,247 five-year common stock warrants exercisable at $ i 1.925 per share.

On July 12, 2021, we issued i 2,525 five-year common stock warrants exercisable at $ i 2.475 per share.

On July 12, 2021, we issued i 3,247 five-year common stock warrants exercisable at $ i 1.925 per share.

On July 12, 2021, we issued i 2,526 five-year common stock warrants exercisable at $ i 2.475 per share.

On November 30, 2021, we issued i 250,000 five-year common stock warrants exercisable at $ i 1.08 per share.

On November 30, 2021, we issued i 23,570 five-year common stock warrants exercisable at $ i 1.188 per share.

On March 1, 2022, we issued i 11,097 five-year common stock warrants exercisable at $ i 1.12 per share.

On March 31, 2022, we issued i 39,285 five-year common stock warrants exercisable at $ i 1.75 per share.

On March 31, 2022, we issued i 30,555 five-year common stock warrants exercisable at $ i 2.25 per share.

On March 31, 2022, we issued i 4,286 five-year common stock warrants exercisable at $ i 1.75 per share.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that our forward-looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; political and economic conditions; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

When used in this Form 10-Q, the words, “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

Prior to the acquisition of CBD Brand Partners, the Company was engaged in the identification of suitable opportunities for a business transaction.

The Company is an integrated, seed-to-shelf operation which includes the growing, processing, extraction, and manufacture of cannabidiol (“CBD”) products. The Company believes that it is positioned to become an industry leader. It maintains the highest standards, is GMP certified and tracks its products utilizing a proprietary system to maintain chain of custody and to ensure the safety and efficacy of its products. The Company continues to make improvements in order to build on and maintain its competitive advantage.

On April 19, 2021, the Company filed what is commonly called a Super 8K that provides the information that would be filed via a Form 10 registration. Upon making that filing with the SEC disclosing the cessation of the Company’s status as a shell company. Due to the Company’s former shell status, certain exemptions are not available for different mandated periods of time. The Company is prohibited from using Form S-8 until sixty calendar days after the date it filed its Super 8K. Additionally, Rule 144 under the Act provides an exemption from the registration requirements of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However, Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours has been historically classified or any issuer that has been at any time previously a shell company, except if the following conditions are met:

The Company has met all of the conditions above with the exception of the final one which will not be met until one year has elapsed.

Our common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, among other things, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult for us and you to sell your common stock.

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

We could be an “emerging growth company” until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large-accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or less than $100 million in annual revenues and no public float or a public float of less than $700 million. To the extent that we remain a smaller reporting company, we will have reduced disclosure requirements for our public filings, including: (1) less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and (2) the requirement to provide only two years of audited financial statements, instead of three years. In addition, until such time as the public float of our common stock exceeds $75 million, we will be a non-accelerated filer and will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act.

Results of Operations during the three and six months June 30, 2022, as compared to the three and six months June 30, 2021

During the three months ended June 30, 2022, and 2021, Our net revenue was $1,265,039 compared to $2,456,013 for the same period in 2021.

Our cost of goods sold for the three months ended June 30, 2022, was $515,316, compared to $1,267,366 for the same period in 2021.

Our general and administrative expense for the three months ended June 30, 2022, was $307,070, compared to $226,072 for the same period in 2021.

Our salary expense for the three months ended June 30, 2022, was $641,587 compared to $354,494 for the same period in 2021.

Our rent expense for the three months ended June 30, 2022, was $103,101, compared to $99,735 for the same period in 2021.

Our utilities expense for the three months ended June 30, 2022, was $39,342, compared to $28,243 the same period in 2021.

Our professional fees expense for the three months ended June 30, 2022, was $46,097, compared to $21,931 for the same period in 2021.

Our consulting expense for the three months ended June 30, 2022, was $271,976 compared to $153,630 for the same period in 2021.

Our depreciation expense for the three months ended June 30, 2022, was $117,859, compared to $91,604 for the same period in 2021. This increase was mainly due to the issuance of our employee stock options.

Our share-based expense for the three months ended June 30, 2022, was $95,217, compared to $0 for the same period in 2021. This increase was mainly due to the issuance of our employee stock options.

Our shares issued for inducement expense for the three months ended June 30, 2022, was $114,000, compared to $0 for the same period in 2021. This increase was mainly due to the issuance of commitment shares.

Our financing fees expense for the three months ended June 30, 2022, was $7,499, compared to $50,574 for the same period in 2021.

Our Interest expense for the three months ended June 30, 2022, was $168,173, compared to $42,649 for the same period in 2021. This increase was mainly due to the acquisition of CBDBP.

Our net loss for the three months ended June 30, 2022, was $1,162,198 compared to a net profit of $432,298 for the same period in 2021.

During the six months ended June 30, 2022, and 2021, Our net revenue was $2,759,429 compared to $4,618,045 for the same period in 2021

Our cost of goods sold for the six months ended June 30, 2022, was $1,369,599, compared to $2,393,610 for the same period in 2021.

Our general and administrative expense for the six months ended June 30, 2022, was $664,047, compared to $436,238 for the same period in 2021.

Our salary expense for the six months ended June 30, 2022, was $1,243,017 compared to $723,154 for the same period in 2021.

Our rent expense for the six months ended June 30, 2022, was $204,984, compared to $229,470 for the same period in 2021.

Our utilities expense for the six months ended June 30, 2022, was $66,465, compared to $61,696 the same period in 2021.

Our professional fees expense for the six months ended June 30, 2022, was $110,261, compared to $48,051 for the same period in 2021.

Our consulting expense for the six months ended June 30, 2022, was $509,924 compared to $370,982 for the same period in 2021.

Our depreciation expense for the six months ended June 30, 2022, was $213,033, compared to $187,710 for the same period in 2021. This increase was mainly due to the issuance of our employee stock options.

Our share-based expense for the six months ended June 30, 2022, was $190,684, compared to $0 for the same period in 2021. This increase was mainly due to the issuance of our employee stock options.

Our shares issued for inducement expense for the three months ended June 30, 2022, was $196,100, compared to $0 for the same period in 2021.

Our financing fees expense for the six months ended June 30, 2022, was $54,870, compared to $1,542,701 for the same period in 2021.

Our Interest expense for the six months ended June 30, 2022, was $354,376, compared to $73,193 for the same period in 2021. This increase was mainly due to the acquisition of CBDBP.

Our net loss for the six months ended June 30, 2022, was $2,417,931 compared to a net profit of $1,136,177 for the same period in 2021.

As of June 30, 2022, the Company current liabilities of $6,727,406 and total Liabilities of $6,877,406 As of December 31, 2021, the Company current liabilities of $5,327,491 and total liabilities of $5,577,014

The Company has funded its operations from contributions made by management and outside investors. The Company has a funding agreement with a third-party investor as discussed above; however, the investor’s obligation to provide additional capital is solely at the third-party’s discretion.

At present, the Company has business operations which management believes will allow the Company maintain operations. The Company’s cash requirements to continue to grow the Company may exceed cash flow from operations requiring the Company to seek additional capital sources. If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by management to fulfill its filing obligations under the Exchange Act.

The following table summarizes our cash flows for the six months ended June 30, 2022, and 2021.

Our modest revenues, continuing operating losses and lack of operating capital create substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on growing its revenues and minimizing our expenses, its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of its securities and attain future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the date of this report.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended June 30, 2022, that would have materially affected, or been reasonably likely to materially affect, the Company’s internal control over financial reporting.

There are presently no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it. The Company is currently a party to two arbitrations and has a default judgment against it that has just become known to the Company. Our counsel is filing an action to have the judgment set aside and to either litigate or reach a resolution. These items are not of a material nature to the Company.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

On January 19, 2021, we issued 100,000 five-year common stock warrants exercisable at $1.00 per share.

On March 25, 2021, we issued an investor 116,667 shares of its common stock as additional consideration pursuant to a Senior Secured Promissory Note. The proceeds of the note were used for repayment of obligations and general working capital.

On March 25, 2021, we issued 116,667 five-year common stock warrants exercisable at $1.50 per share.

On March 25, 2021, we issued 116,667 five-year common stock warrants exercisable at $2.00 per share.

On March 26, 2021, we issued 16,971 five-year common stock warrants exercisable at $3.30 per share.

On July 9, 2021, we entered into a purchase agreement with Burdell Partners LLC, hereinafter (“BP”), pursuant to which BP has agreed to purchase from us up to an aggregate of $6,500,000 of our common stock (subject to certain limitations) from time to time over the term of the Purchase Agreement. Also, on July 9, 2021, we entered into a registration rights agreement with BP, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we are required to file with the SEC a registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock that have been or may be issued to BP under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we were required to issue 50,000 shares of our common stock (which are yet to be issued) and 50,000 warrants to BP as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, which we refer to in this prospectus as the Commitment Shares and Commitment Warrants.

On August 23, 2021, we issued 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. The shares we issued on November 1, 2021.

On November 1, 2021, we issued 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note.

On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded 3,200,000 of the total 4,000,000 options that are available under the plan.

On February 17, 2022, we issued 300,000 shares of common stock pursuant to a service agreement.

On February 17, 2022, we issued 30,000 shares of common stock pursuant to an amendment to a secured convertible note.

On February 17, 2022, we issued 29,086 shares of common stock pursuant to an amendment to a senior secured convertible promissory note.

On February 17, 2022, we issued 50,000 commitment shares of common stock pursuant to an equity line of credit agreement.

On February 18, 2022, we entered into three agreements with its executives for accrued and unpaid compensation. The agreements are Convertible Promissory Notes accrue interest at a rate of twelve percent (12%) require monthly interest payments beginning July 31, 2022, and mature on January 31, 2025. They are also convertible into common stock at a fixed rate of $0.54 per share. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.5, 10.6 and 10.7, to Form 10-K filed on April 15, 2022, which are incorporated herein by reference.

On February 24, 2022, we entered into a Securities Purchase Agreement with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $18,450, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $172,200. The Closing occurred on February 24, 2022, upon the Company receiving the purchase price of $153,750. The Company is required to make 10 monthly payments beginning April 15, 2022, of $19,286.40. The Note provides that the Investor may not convert any amount of the Note unless the Note is in default and if that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion.

On March 31, 2022, we issued 39,285 five-year common stock warrants exercisable at $1.75 per share.

On March 31, 2022, we issued 30,555 five-year common stock warrants exercisable at $2.25 per share.

On May 19, 2022, we issued 60,000 shares for inducement recorded at $1.90 per share for a total of $114,000

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

i Nevada		i 87-4696476
(State of Incorporation)		(I.R.S. Employer Identification Number)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☒	Smaller reporting company	i ☒
		Emerging Growth Company	i ☒

Consolidated Balance Sheets as of June 30, 2022, and December 31, 2021		F-1
Consolidated Statements of Operations for the three and six months ended June 30, 2022, and 2021		F-2
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended June 30, 2022, and 2021		F-3
Consolidated Statements of Cash Flows for the six months ended June 30, 2022, and 2021		F-4
Notes to the Consolidated Financial Statements		F-5

	June 30, 2022			December 31, 2021
Assets
Current Assets:
Cash	$	i 61,849		$	i 270,515
Accounts receivable - net		i 65,708			i 55,713
Inventory		i 307,628			i 512,203
Prepaid Expenses		i 178,500			i -
Deposits		i 2,155			i 675,236
Total Current Assets		i 615,840			i 1,513,667

Property and Equipment - Net		i 2,359,460			i 1,862,310
Loan receivable		i 50,000			i 50,000
Right of use asset		i 197,267			i 214,198
Goodwill		i 300,000			i 300,000
Other assets		i 67,290			i 67,290
Total Assets	$	i 3,589,857		$	i 4,007,465

Liabilities and Stockholders’ (Deficit)
Current Liabilities:
Accounts payable	$	i 1,458,152		$	i 2,236,298
Accrued expenses		i 275,756			i 213,687
Accrued Expenses related party		i 179,855			i 23,337
Unearned revenue		i 277,028			i 239,561
Customer JV account liabilities		i 300,000			i 300,000
Lease liability current		i 197,267			i 114,675
Notes payable		i 831,000			i 831,000
Notes payable - related party		i 241,500			i 91,500
Notes Payable - Convertibles Related Party		i 1,274,935			i -
Notes payable - convertibles (net of debt discount)		i 1,691,913			i 1,277,433
Total Current Liabilities		i 6,727,406			i 5,327,491
Long-Term Debt:
Lease liability		i -			i 99,523
Notes payable		i 150,000			i 150,000
Total Liabilities		i 6,877,406			i 5,577,014

Stockholders’ (Deficit)
Preferred series A stock ($ i 0.00001 par value; i 10,000 shares authorized; i 10,000 and i 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively		i 0			i 0
Preferred series B stock ($ i 0.00001 par value; i 800 shares authorized; i 800 and i 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively		i 0			i 0
Preferred series C stock ($ i 0.00001 par value; i 3,000,000 shares authorized; i 310,000 and i 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively		i 3			i 3
Shares to be issued		i -			i 61,500
Common stock ($ i 0.00001 par value; i 950,000,000 shares authorized; i 13,171,220 and i 12,702,134 shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively		i 186			i 144
Additional paid-in capital		i 5,465,582			i 4,704,193
Accumulated deficit		( i 8,753,320	)		( i 6,335,389	)
Total Stockholders’ (Deficit)		( i 3,287,549	)		( i 1,569,549	)
Total Liabilities and Stockholders’ Deficit	$	i 3,589,857		$	i 4,007,465

Bloomios, Inc. – ‘10-Q’ for 6/30/22

On: Monday, 8/22/22, at 3:30pm ET · For: 6/30/22 · Accession #: 1477932-22-6356 · File #: 0-50026

Previous ‘10-Q’: ‘10-Q’ on 5/13/22 for 3/31/22 · Next: ‘10-Q’ on 11/21/22 for 9/30/22 · Latest: ‘10-Q’ on 11/20/23 for 9/30/23 · 6 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

6 Previous Filings that this Filing References

PART I - FINANCIAL INFORMATION

Item 1.	Interim Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Other Information	12

Item 6.	Exhibits	13

SIGNATURES		14

	2022			2021
Cash provided (used) from operating activities
Net Income (Loss)	$	( i 2,417,931	)	$	( i 1,136,177	)
Depreciation		i 213,033			i 187,710
Gain on debt settlement		i -			( i 312,583	)
Shares issued for inducement		i 196,100			i -
Share based expense		i 190,684			i -
Finance fees and debt discount		i 259,129			i -
Change in accounts receivable		( i 9,995	)		( i 59,596	)
Change in inventory		i 204,575			( i 113,102	)
Shares and warrants issued		i 114,000			i 1,457,878
Change in other assets		i -			( i 3,110	)
Change in Accounts Payable and Accrued Expenses		i 523,023			i 272,781
Change in Accrued Expenses - related party		i 156,518			i 4,043
Change in Unearned Revenue		i 37,467			( i 14,415	)
Net cash provided (used) from operating activities		( i 533,397	)		i 283,429

Cash used in investing activities
Purchase of Equipment		( i 24,230	)		( i 297,130	)
Net cash used in investing activities		( i 24,230	)		( i 297,130	)

Cash provided by financing activities
Proceeds from Notes Payable		i 434,700			i 777,778
Payment on notes payable		( i 235,739	)		( i 202,300	)
Proceeds from (payments to) Notes Payable related parties		i 150,000			( i 29,300	)
Net cash provided by financing activities		i 348,961			i 546,178
Net Increase (Decrease) In Cash		( i 208,666	)		i 532,477

Cash At Beginning of Period		i 270,515			i 72,205

Cash At End of Period	$	i 61,849		$	i 604,682

Supplemental Cashflow Information
Interest Paid	$	i -		$	i -
Taxes Paid	$	i -		$	i -

	a)	The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6).

	b)	The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7).

	c)	The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29).

	a)	The entity has a present right to payment for the asset

	b)	The customer has legal title to the asset

	c)	The entity has transferred physical possession of the asset

	d)	The customer has the significant risks and rewards of ownership of the asset

	e)	The customer has accepted the asset

	·	Level 1: Quoted prices in active markets for identical assets or liabilities.

	·	Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

	·	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

	June 30, 2022			December 31, 2021
Deferred Tax asset	$	i 1,838,197		$	i 1,330,432
Valuation Allowance		( i 1,838,197	)		( i 1,330,432	)
Deferred Tax Asset (Net)	$	i -		$	i -

	·	The issuer of the securities that was formerly a shell company has ceased to be a shell company;

	·	The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

	·	The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and

	·	At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

Exhibit No.	Description of Exhibit	Location Reference

2.1	Agreement and Plan of Merger between Relay Mines Limited and TSI Med Acquisition Corp., dated as of September 13, 2004.	2
3.1	Articles of Merger for Relay Mines Limited and TSI Med Acquisition Corp.	2
3.2	Articles of Incorporation for Relay Mines Limited.	1
3.3	Certificate of Change dated November 30, 2006 providing for the reduction in the number of authorized shares of common stock from 100,000,000 shares to 2,000,000 shares and the corresponding reverse split of outstanding shares of common stock so that every fifty shares of common stock outstanding are exchanged for one share of common stock.	3
3.4	Bylaws, As Amended, for Relay Mines Limited.	2
3.5	Certificate of Change dated March 26, 2013 to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000 shares to 950,000,000 shares.	6
3.6	Certificate of Amendment by Custodian, dated December 6, 2018.	5
3.7	Certificate of Reinstatement with the state of Nevada, filed December 6, 2018.	5
14.1	Code of Ethics.	4
99.1	Audit Committee Charter.	4
99.2	Disclosure Committee Charter.	4
31.1*	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*
31.2*	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*
32.1**	Certification of the Company’s Principal Executive Officer Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.	*
32.2**	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.	*

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(1)	Incorporated by reference from registration statement on Form SB-2 filed on May 1, 2001.
(2)	Incorporated by reference from current report on Form 8-K filed on September 17, 2004.
(3)	Incorporated by reference from Quarterly Report on Form 10-QSB for the nine months ended October 31, 2006 filed on December 15, 2006.
(4)	Incorporated by reference from Annual Report on Form 10-KSB for the year ended June 30, 2003 filed on September 12, 2003.
(5)	Previously filed as an exhibit to the Company’s Registration Statement on Form 10 filed on April 30, 2019.
(6)	Incorporated by reference from the Company s Registration Statement on Form 10/A filed on June 18, 2019.
*	Filed herewith.

	BLOOMIOS, INC.

Date: August 22, 2022	By:	/s/ *Michael Hill*
		Michael Hill Chief Executive Officer

Date: August 22, 2022	By:	/s/ *John Bennett*
		John Bennett Chief Financial Officer

This ‘10-Q’ Filing	Date	Other Filings

	1/31/25
	12/28/22
Filed on:	8/22/22
	8/15/22
	8/12/22
	8/9/22
	8/2/22	8-K
	7/31/22
	7/28/22	8-K, DEF 14A
	7/20/22
	7/14/22
For Period end:	6/30/22	NT 10-Q
	6/21/22
	5/19/22
	4/15/22	10-K
	3/31/22	10-Q, NT 10-K
	3/1/22
	2/24/22
	2/18/22
	2/17/22
	1/26/22	EFFECT
	12/31/21	10-K, NT 10-K
	12/29/21
	12/28/21
	12/15/21	3
	12/3/21	8-K
	11/30/21
	11/1/21	S-1/A
	10/18/21
	9/30/21	10-Q
	8/23/21
	7/14/21	10-K/A, S-1
	7/12/21
	7/11/21
	7/9/21	3, 4
	6/30/21	10-Q, NT 10-Q
	6/16/21	8-K
	4/21/21
	4/20/21	8-K
	4/19/21
	4/16/21
	4/12/21	8-K
	4/8/21
	4/7/21
	4/6/21
	4/5/21
	4/2/21	8-K
	3/31/21	10-Q
	3/26/21
	3/25/21	8-K
	3/22/21
	2/10/21
	1/19/21
	1/5/21
	1/1/21
	12/31/20	10-K, 10-K/A
	11/30/20	3, 8-K
	9/11/20
	9/8/20
	7/27/20	10-Q
	7/8/20
	6/30/20
	6/11/20
	6/8/20
	5/5/20
	3/30/20
	2/29/20
	2/19/20
	6/30/19	3
	6/18/19	10-12G/A
	4/30/19	10-12G
	2/19/19
	12/22/18
	11/30/18
	1/1/18
	12/15/06	10QSB
	10/31/06	10QSB
	9/17/04	8-K
	9/12/03	10KSB
	6/30/03	10KSB
	5/1/01	SB-2
		List all Filings