U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2022

~~For the quarterly period ended:~~ ~~June 30, 2021~~

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: ~~333-206764~~333-257890

BLOOMIOS, INC.

Nevada

~~88-0488851~~87-4696476

(State ~~or other jurisdiction~~

of ~~Identification No.)~~Incorporation)

(I.R.S. Employer

~~incorporation or organization)~~ Identification Number)

~~201 W Montecito~~701 Anacapa St, Suite C Santa Barbara, CA 93101

Address of registrant’s principal executive offices

(805) 222-6330

Issuer’s telephone number

Securities registered pursuant to Section 12(b) of the Act:

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

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. ☒ 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). ☒ 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		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. ☐

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

At August ~~16, 2021,~~12, 2022, there were ~~12,662,134~~13,171,220 shares of common stock outstanding.

~~PART I — FINANCIAL INFORMATION~~TABLE OF CONTENTS

~~ITEM 1. FINANCIAL STATEMENTS.~~

Table of Contents

Bloomios, Inc.
Consolidated Balance Sheet

June 30,
2021

December 31,
2020

Assets

Current Assets:

Cash

$ 604,682

$ 72,205

Accounts receivable - net

95,870

36,274

Inventory

308,783

195,681

WIP

49,606

96,551

Investment in LOE Series B

0

50,000

Total Current Assets

1,058,941

450,711

Property and Equipment - Net

2,179,836

2,070,416

Loan receivable

50,000

50,000

Right of use asset

241,093

258,019

Goodwill

300,000

300,000

Other assets

67,621

64,511

Total Assets

$ 3,897,491

$ 3,193,657

Liabilities and Stockholders’ (Deficit)

Current Liabilities:

Accounts payable - trade

$ 1,994,188

$ 1,747,852

Accrued expenses

99,946

73,501

Accrued expenses related party

18,278

14,235

Unearned revenue

135,551

149,966

Customer JV account liabilities

300,000

600,000

Lease liability current

114,675

114,675

Notes payable

831,000

150,000

Notes payable PPP

0

310,000

Notes payable - related party

91,500

120,800

Notes payable - convertibles

777,778

202,300

Total Current Liabilities

4,362,916

3,483,329

Long-Term Debt:

Lease liability

126,418

143,344

Notes payable

150,000

831,000

Total Liabilities

4,639,334

4,457,673

Stockholders’ (Deficit)

Preferred series A stock ($0.00001 par value; 10,000 shares authorized; 10,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively

0

0

Preferred series B stock ($0.00001 par value; 800 shares authorized; 800 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively

0

0

Preferred series C stock ($0.00001 par value; 3,000,000 shares authorized; 310,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively

3

0

Common stock ($0.00001 par value; 945,000,000 shares authorized; 12,624,678 and 12,508,011 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively

137

125

Additional paid-in capital

4,718,255

��

3,059,920

Accumulated deficit

(5,460,238 )

(4,324,061 )
Total Stockholders’ (Deficit)

(741,843 )

(1,264,016 )
Total Liabilities and Stockholders’ Deficit

$ 3,897,491

$ 3,193,657

FORWARD-LOOKING STATEMENTS

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.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

Table of Contents

Bloomios, Inc.

Consolidated Balance Sheet

	June 30, 2022			December 31, 2021
Assets
Current Assets:
Cash	$	61,849		$	270,515
Accounts receivable - net		65,708			55,713
Inventory		307,628			512,203
Prepaid Expenses		178,500			0
Deposits		2,155			675,236
Total Current Assets		615,840			1,513,667

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

Liabilities and Stockholders’ (Deficit)
Current Liabilities:
Accounts payable	$	1,458,152		$	2,236,298
Accrued expenses		275,756			213,687
Accrued Expenses related party		179,855			23,337
Unearned revenue		277,028			239,561
Customer JV account liabilities		300,000			300,000
Lease liability current		197,267			114,675
Notes payable		831,000			831,000
Notes payable - related party		241,500			91,500
Notes Payable - Convertibles Related Party		1,274,935			0
Notes payable - convertibles (net of debt discount)		1,691,913			1,277,433
Total Current Liabilities		6,727,406			5,327,491
Long-Term Debt:
Lease liability		0			99,523
Notes payable		150,000			150,000
Total Liabilities		6,877,406			5,577,014

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

The accompanying notes are an integral part of these financial statements.

3F-1

Table of Contents

Bloomios, Inc.
Consolidated Statement of Operations
for the three and six months ended June 30,

three months ended June 30,

six months ended June 30,

2021

2020

2021

2020

Sales

$ 2,456,013

$ 73,615

$ 4,618,045

$ 73,615

Cost of Goods Sold

1,267,366

61,337

2,393,610

61,337

Gross Profit

1,188,647

12,278

2,224,435

12,278

General and Administrative Expense

226,072

1,764

436,238

2,480

Salaries

354,494

0

723,154

0

Rent

99,735

20,000

229,470

20,000

Utilities

28,243

0

61,696

0

Professional Fees

21,931

0

48,051

0

Consulting

153,630

173,500

370,982

278,500

Depreciation

91,604

187,710

Total Expenses

975,709

195,264

2,057,301

300,980

Net Profit from Operations

212,938

(182,986 )

167,134

(288,702 )

Other Income / (Expenses)

Gain on Debt settlement

312,583

0

312,583

0

Financing Fees

(50,574 )
��

0

(1,542,701 )

0

Interest Expense

(42,649 )

0

(73,193 )

0

Net Profit / (Loss) Before Income Taxes

432,298

(182,986 )

(1,136,177 )

(288,702 )
Income Tax Expense

0

0

0

0

Net Profit / (Loss)

$ 432,298

$ (182,986 )

$ (1,136,177 )

$ (288,702 )

NET PROFIT / (LOSS) PER COMMON SHARE - BASIC

$ 0.03

$ (0.01 )

$ (0.09 )

$ (0.02 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

12,642,678

12,508,011

12,570,534

12,508,011

NET PROFIT / (LOSS) PER COMMON SHARE - DILUTED

$ 0.02

$ (0.01 )

$ (0.09 )

$ (0.02 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

24,824,912

12,508,011

12,570,534

12,508,011

Bloomios, Inc.

Consolidated Statement of Operations

for the three and six months ended June 30,

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021

Sales	$	1,265,039		$	2,456,013		$	2,759,429		$	4,618,045
Cost of Goods Sold		515,316			1,267,366			1,369,599			2,393,610
Gross Profit		749,723			1,188,647			1,389,830			2,224,435

General and Administrative expense		307,070			226,072			664,047			436,238
Salaries		641,587			354,494			1,243,017			723,154
Rent		103,101			99,735			204,984			229,470
Utilities		39,342			28,243			66,465			61,696
Professional fees		46,097			21,931			110,261			48,051
Consulting		271,976			153,630			509,924			370,982
Depreciation		117,859			91,604			213,033			187,710
Share based Expense		95,217			0			190,684			0
Total Expenses		1,622,249			975,709			3,202,415			2,057,301
Net Profit From Operations		(872,526	)		212,938			(1,812,585	)		167,134

Other Income / (Expenses)
Gain on Debt settlement		0			312,583			0			312,583
Other Income		0			0			0			0
Shares issued for inducement		(114,000	)		0			(196,100	)		0
Financing Fees		(7,499	)		(50,574	)		(54,870	)		(1,542,701	)
Interest Expense		(168,173	)		(42,649	)		(354,376	)		(73,193	)
Net Profit / (Loss) Before Income Taxes		(1,162,198	)		432,298			(2,417,931	)		(1,136,177	)
Income Tax Expense		0			0			0			0
Net Profit / (Loss)	$	(1,162,198	)	$	432,298		$	(2,417,931	)	$	(1,136,177	)

NET PROFIT / (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$	(0.09	)	$	0.03		$	(0.19	)	$	(0.09	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		13,170,561			12,642,678			13,009,966			12,570,534

NET PROFIT / (LOSS) PER COMMON SHARE - DILUTED	$	(0.09	)	$	0.02		$	(0.19	)	$	(0.09	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED		13,170,561			24,824,912			13,009,966			12,570,534

The accompanying notes are an integral part of these financial statements.

~~Table of Contents~~

Bloomios Inc.
Consolidated Statement of Stockholders Equity
June 30, 2021

Common Stock
.00001 Par

Preferred Stock
.00001 Par

Additional Paid in

Accumulated

Stock
holders’

Description

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit Totals

December 31, 2017

508,011

$ 5

$ 2,653,155

$ (2,653,160 )

$ 0

Contributed Capital

-

0

10,000

0

10,000

Issuance of Common Stock

12,000,000

120

��

(120 )

0

0

Net Loss

-

0

-

(10,000 )

(10,000 )
December 31, 2018

12,508,011

$ 125

$ 2,663,035

$ (2,663,160 )

$ 0

Capital Contributions

-

0

16,864

0

16,864

CBD Capital contribution

500

500

Net Loss

(490,235 )

(490,235 )
December 31, 2019

12,508,011

$ 125

$ 2,680,399

$ (3,153,395 )

$ (472,871 )

Capital Contributions

-

0

11,225

0

11,225

CBD Equity

368,296

368,296

-

Net Loss

(1,170,666 )

(1,170,666 )
December 31, 2020

12,508,011

$ 125

$ 3,059,920

$ (4,324,061 )

$ (1,264,016 )

Commitment Shares

116,667

12

-

0

388,489

0

388,501

Warrants issued

-

0

969,849

0

969,849

-

Net Loss

(1,568,475 )

(1,568,475 )
March 31, 2021

12,624,678

$ 137

$ 4,418,258

$ (5,892,536 )

$ (1,474,141 )

Preferred shares issued

10,800

0

(0 )

0

Preferred shares issued for debt conversion

310,000

3

299,997

0

300,000

Shares issued for warrant conversion

37,456

0

(0 )

0

-

Net Loss

432,298

432,298

June 30, 2021

12,662,134

$ 137

$ 320,800

$ 3

$ 4,718,255

$ (5,460,238 )

$ (741,843 )

~~The accompanying notes are an integral part of these financial statements.~~

~~Table of Contents~~

Bloomios Inc.

Consolidated Statement of Cashflows

for the six months ended

June 30,

2021

2020

Cash provided (used) from Operating Activities

Net Income (Loss)

$ (1,136,177 )

$ (288,702 )
Depreciation

187,710

0

Gain on Debt Settlement

(312,583 )

Change in Accounts Receivable

(59,596 )

0

Change in Inventory

(113,102 )

(76,900 )
Shares and Warrants Issued

1,457,878

Change in other assets

(3,110 )

0

Change in JV liabilities

0

900,000

Change in Accounts Payable and Accrued Expenses

272,781

603,804

Change in Accrued Expenses - related party

4,043

0

Change in Unearned Revenue

(14,415 )

0

Net cash provided (used) from Operating Activities

283,429

1,138,202

Cash used in Investing Activities

Purchase of Equipment

(297,130 )

(2,107,450 )
Net cash used in Investing Activities

(297,130 )

(2,107,450 )

Cash provided by Financing Activities

Proceeds from Notes Payable

777,778

641,100

Payment on Notes Payable

(202,300 )

Contributed Capital

0

358,296

Proceeds from (payments to) Notes Payable related parties

(29,300 )

0

Net cash provided by Financing Activities

546,178

999,396

Net Increase (Decrease) In Cash

532,477

30,148

Cash At Beginning of Period

72,205

1,041

Cash At End of Period

$ 604,682

$ 31,189

Supplemental Cashflow Information

Interest Paid

$ 0

$ 0

Taxes Paid

$ 0

$ 0

~~The accompanying notes are an integral part of these financial statements.~~

6F-2

Table of Contents

Bloomios Inc.

Consolidated Statement of Stockholders Equity

June 30, 2022

	Common Stock .00001 Par				Preferred Stock .00001 Par				Shares to be			Additional Paid in			Accumulated			Stockholders’ Deficit
Description	Shares		Amount		Shares		Amount		issued			Capital			Deficit			Totals
December 31, 2020		12,508,011	$	125		-	$	0		0		$	3,059,920		$	(4,324,061	)	$	(1,264,016	)

Commitment Shares		116,667		12		-		0					388,489			0			388,501
Warrants issued						-		0					969,849			0			969,849
																			-
Net Loss																(1,568,475	)		(1,568,475	)
March 31, 2021		12,624,678	$	137		-	$	0		0		$	4,418,258		$	(5,892,536	)	$	(1,474,141	)

Preferred shares issued						10,800		0					0						0
Preferred shares issued for debt conversion						310,000		3					299,997			0			300,000
Shares issued for warrant conversion		37,456		3									(3	)					0
																			-
Net Loss																432,298			432,298
June 30, 2021		12,662,134	$	140		320,800	$	3		0		$	4,718,252		$	(5,460,238	)	$	(741,843	)

Shares to be issued for inducement		-		0		-		0		82,100			0			0			82,100

Net Loss																(296,209	)		(296,209	)
September 30, 2021		12,662,134	$	140		320,800	$	3		82,100		$	4,718,252		$	(5,756,447	)	$	(955,952	)

Shares issued for inducement		40,000		4		-		0		(20,600	)		42,196			0			21,600
Warrants Issued		-		0		-		0		0			(333,588	)		0			(333,588	)
Share based expense for stock options		-		0		-		0		0			277,333			0			277,333

Net Loss																(578,942	)		(578,942	)
December 31, 2021		12,702,134	$	144		320,800	$	3		61,500		$	4,704,193		$	(6,335,389	)	$	(1,569,549	)

Shares issued for inducement		59,086		6		-		0		0			60,262			0			60,268
Shares issued for inducement from to be issued		50,000		5		-		0		(61,500	)		61,495			0			0
Warrants Issued						-		0		0			28,979		��	0			28,979
Shares issued for prepaid services		300,000		30		-		0		0			305,970			0			306,000
Vested Stok options													95,466			0			95,466

Net Loss		-		0		-		0		0			0			(1,255,733	)		(1,255,733	)
March 31, 2022		13,111,220	$	185		320,800	$	3		0		$	5,256,365		$	(7,591,122	)	$	(2,334,569	)

Shares issued for inducement		60,000		1		-		0		0			113,999			0			114,000
Vested Stok options						-		0		0			95,218			0			95,218

Net Loss		-		0		-		0		0			0			(1,162,198	)		(1,162,198	)
June 30, 2022		13,171,220	$	186		320,800	$	3		0		$	5,465,582		$	(8,753,320	)	$	(3,287,549	)

The accompanying notes are an integral part of these financial statements.

F-3

~~Notes to the Consolidated financial statements~~

~~June 30, 2021~~

Table of Contents

Bloomios Inc.

Consolidated Statement of Cashflows

for the six months ended June 30,

	2022			2021
Cash provided (used) from operating activities
Net Income (Loss)	$	(2,417,931	)	$	(1,136,177	)
Depreciation		213,033			187,710
Gain on debt settlement		0			(312,583	)
Shares issued for inducement		196,100			0
Share based expense		190,684			0
Finance fees and debt discount		259,129			0
Change in accounts receivable		(9,995	)		(59,596	)
Change in inventory		204,575			(113,102	)
Shares and warrants issued		114,000			1,457,878
Change in other assets		0			(3,110	)
Change in Accounts Payable and Accrued Expenses		523,023			272,781
Change in Accrued Expenses - related party		156,518			4,043
Change in Unearned Revenue		37,467			(14,415	)
Net cash provided (used) from operating activities		(533,397	)		283,429

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

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

Cash At Beginning of Period		270,515			72,205

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

Supplemental Cashflow Information
Interest Paid	$	0		$	0
Taxes Paid	$	0		$	0

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

Bloomios, Inc.

Notes to the Consolidated financial statements

June 30, 2022

NOTE 1 - BUSINESS ACTIVITY

Bloomios, Inc. fka XLR Medical Corp. (the “Company”) was organized under the laws of the State of Nevada on February 2, 2001, under the name Relay Mines Limited—subsequently the name of the Company was changed to XLR Medical Corp. After the October 31, 2007, 10Q filing, the management of the Company abandoned the Company and it became a dormant company until 2018 when a new shareholder acquired stock to become the majority shareholder and owner of the Company. The Company’s fiscal year end is December 31^st. On April 12, 2021, the Company amended its name from XLR Medical Corp to Bloomios, Inc., its fiscal year end from January 31 to December 31, authorized the designation of Series A, B and C Preferred Stock, and acquired CBD Brand Partners LLC (“CBDBP”).

Bloomios manufactures, markets and distributes U.S. ~~hemp-derived~~hemp--derived supplements and cosmetic products through wholesale and retail distribution channels in the U.S. through its ~~wholly-owned~~wholly- owned subsidiary Bloomios Private Label (“BPL”). BPL is an innovative leader in quality manufacturing, processing, sourcing and distributing of cannabidiol products to wholesalers and retailers. BPL provides support at each step from custom formulation, order fulfillment, and brand development. We offer one of the largest collections of customizable ~~hemp-derived~~hemp--derived products that includes over ~~220~~80 products across 127 categories in addition to custom formulation and manufacturing services. Our product categories include edibles, tinctures, oils, salves, capsules, balms, lotions, creams, beverages and pet ~~treats, premium packaged smokable hemp flower and pre-rolled hemp joints.~~treats.

Bloomios is headquartered in Santa Barbara, California with its operations in Daytona Beach, Florida. Bloomios intends to grow by increasing production capacity and by an acquisition strategy that is currently in development. ~~We are committed to becoming a leading vertically integrated seed-to-shelf operator within the hemp industry.~~ Currently, Bloomios is principally a ~~business-to-business~~business-to--business operation with plans to sell ~~direct-to-consumers~~direct -to -consumers in the future.

NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of ~~$741,843~~$3,287,549 and a net loss of ~~$1,136,177~~$1,162,198 for the three months ended June 30, ~~2021.~~2022. The Company also had an accumulated deficit of ~~$5,460,238~~$8,753,320 as of June 30, ~~2021.~~2022. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty.

To address the aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity ~~funding;~~funding; 2) undertake a program to continue to monitor the Company’s ongoing working capital ~~requirements;~~requirements; and 3) focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources.

NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

On April 12, 2021, the Company completed the acquisition CBDBP. Under the terms of the agreement, the Company issued 10,000 shares of its Series A Preferred Stock at $0.00001 per share (the par value) and 800 shares of its Series B Preferred Stock at $0.00001 per share (the par value), to the owners of CBDBP as the purchase price.

The acquisition of CBD Brand Partners, LLC, by Bloomios, Inc. (formerly XLR Medical Corp) was treated as a capital transaction because Bloomios was a non-operating public shell company. Pursuant to ASC 805, the transaction does not meet the definition of a business. Therefore, we accounted for the transaction as a capital transaction and the shares issued for the transactions were valued at Par ($.00001) and recorded to additional paid in capital, since the net assets of Bloomios, Inc. were negative (~$30,000).

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~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

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.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.

Cash and Cash Equivalents

We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to ~~$250,000~~$ 250,000 per commercial bank, at times we may exceed the FDIC limits. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

Accounts Receivable

We grant credit to our customers and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of ~~June 30, 2021, and~~ December 31, ~~2020,~~2021, we had a reserve for potentially un-collectable accounts of ~~$26,000~~$80,000. For the six months ended June 30, 2022, we determined that we had uncollectable accounts receivables in the amount of $108,572. We recorded $80,000 to our reserve for uncollectable accounts and ~~$0 respectively. Historically, our~~the balance $18,572 to bad debt ~~write-offs related to these trade accounts have been insignificant.~~expense. As of June 30, 2022, we had $0 as a reserve for uncollectable accounts.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, we had a reserve for potentially obsolete inventory of $150,000 and $0$150,000 respectively.

Property and Equipment

Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:

~~Furniture and fixtures~~
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	~~3 to 7 years~~
~~Equipment~~		~~7 to 10 years~~
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Long –Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”).

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Performance Obligations Satisfied Over Time

FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10

An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met:

	a.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.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.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).

Performance ~~Obligations~~obligations Satisfied at a Point in Time

FASB ASC 606-10-25-30

If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following:

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

	b.b)	The customer has legal title to the asset

	c.c)	The entity has transferred physical possession of the asset

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

	e.e)	The customer has accepted the asset

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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~~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, ~~2021,~~2022, and December 31, ~~2020,~~2021, we had ~~$135,551~~$277,028 and ~~$149,966~~$239,561 of deferred revenue respectively.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

	●·	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;~~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.

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The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, and advances from related parties. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.

The carrying amounts of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Net Profit (Loss) per Common Share

Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. AtOn June 30, ~~2021,~~2022, we had outstanding common shares of ~~12,662,134~~13,171,220 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended June 30, 2022, and 2021, were 13,170,561 and ~~2020, were~~ 12,642,678 ~~and 12,570,534respectively.~~respectively. As of June 30, ~~2021,~~2022, we had convertible notes to potentially convert into approximately ~~622,222~~3,962,826 of additional common ~~shares and 700,305~~shares,1,386,155 common stock warrants convertible into an additional ~~740,305~~1,386,155 common ~~shares.~~shares and 3,995,000 of employee stock options convertible into additional shares of common stock. Fully diluted weighted average common shares and equivalents for the three and six months ended June 30, ~~2021, were 24,824,912. Fully diluted weighted average common shares and equivalents for the three months ended June 30, 2020, and the Six months ended June 30, 2021, and 2020,~~2022, were withheld from the calculation as they were considered anti-dilutive.

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Research and Development

We had no amounts of research and development expense during the three ~~and six~~ months ended June 30, ~~2021,~~2022, and 2020.

Share-Based Compensation

The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, ~~“Share-Based~~“Share -Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, ~~Compensation-Stock Compensation~~)Compensation- Stock Compensation), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an ~~option-pricing~~option -pricing model that meets certain requirements. We use the Black-Scholes ~~option-pricing~~option- pricing model to estimate the fair value of our equity awards, including stock options and warrants. The ~~Black-Scholes~~Black -Scholes model meets the requirements of SFAS No. ~~123R;~~123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The ~~Black-Scholes~~Black -Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility. For the ~~“risk-free~~“risk--free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.

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We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining ~~share-based~~share- based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. ~~For~~On October 18, 2021, the ~~Six~~Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. At the annual shareholder meeting held on July 28, 2022, the shareholders ratified the Amended Bloomios 2021 Incentive Stock Plan. The Company has awarded 3,995,000 of the total 5,500,000 options that are available under the amended plan. As a result, for the six months ended June 30, 2022, and the year ended December 31, 2021, ~~the Company had no~~our share-based ~~expense.~~expense was $190,684 and $277,233 respectively.

Income Taxes

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2018, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2021, using a Federal Tax Rate of 21%.

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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, ~~2021,~~2022, we had a net operating loss carry-forward of approximately ~~$(5,460,238)~~$(8,753,320), and a deferred tax asset of ~~$1,146,650~~$1,838,197 using the statutory rate of 21%. The deferred tax asset may be recognized in future, periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of ~~$(1,146,650)~~$(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. AtOn June 30, ~~2021,~~2022, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Deferred Tax Asset	$	1,146,650		$	908,053
Deferred Tax asset							$	1,838,197		$	1,330,432
Valuation Allowance		(1,146,650	)		(908,053	)		(1,838,197	)		(1,330,432	)
Deferred Tax Asset (Net)	$	0		$	0		$	0		$	0

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, total liabilities or stockholders’ equity as previously reported.

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Recently Issued Accounting Standards

The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and the impact on the Company is under evaluation.

Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This was issued in August of 2020 and will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are in the process of evaluating the impact to the Company.

~~NOTE 4 -WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT~~

The Company takes the position that the statute of limitations with respect to the Related Party Loans has expired and the lenders are barred from pursuing a claim against us for repayment of the amount loaned. Nevada law relating to the statute of limitations is found in Chapter 11 of the Nevada Revised Statutes (“NRS”), titled “Limitations of Actions” (https://www.leg.state.nv.us/NRS/NRS-011.html#NRS011Sec190). NRS 11.010 titled “Commencement of civil actions” provides that “Civil actions can only be commenced within the periods prescribed in this chapter, after the cause of action shall have accrued, except where a different limitation is prescribed by statute.”

~~Given the foregoing,~~ ~~all existing liabilities would be time barred by the statute of limitations:~~

Last 10-Q

Last 10-K

10/31/07

1/31/07

Accounts payable

94,888

85,225

Accrued liabilities

25,347

18,935

Due to related parties

293,931

248,636

Loans payable

409,000

397,000

Total Liabilities

823,166

749,796

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~~Therefore, the Company made the decision~~

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 ~~write-off the~~ Related Party ~~Loans, Accrued~~Guidance for Variable Interest and Other Payables totaling $823,166 as of January 31, 2017. The debts were written off against Additional Paid in Capital—per ASC Section 470-50-40. ASC Section 470-50-40 (Debt Modification and Extinguishments), considers Related Party Transactions to be capital transactions and the extinguishment of the debt is in effect a capital transaction and it is not a gain or loss recognition event and should be excluded from the determination of net income.Entities.

NOTE 54 - EQUITY

Capitalization

The Company is authorized to issue a total of 950,000,000 shares of capital stock, consisting of, 945,000,000 Common Stock and 5,000,000 Preferred Stock.

Common Stock

The Company is authorized to issue 945,000,000 shares of Common Stock at ~~$.00001~~$0.00001 par value per share.

On November 30, 2018, the Company’s board of directors and custodian appointed, Bryan Glass as the Company’s President, Secretary and Treasurer and authorized the issuance of 12,000,000 shares of stock to Mr. Glass for an aggregate price of $120.

On March 26, 2021, the Company issued 116,667 in commitment shares for the issuance of a convertible note.

On April 21, 2021, the Company issued 37,456 of common stock for the conversion of 40,000 cashless warrants.

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.

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.

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On August 23, 2021, the Company agreed to issue 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 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 January 26, 2022, the Company’s S-1 Registration Statement was declared effective.

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

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

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

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

On February 17, 2022, the Company issued 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 (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, 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 $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.

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.

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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 300,000 shares of common stock pursuant to a service agreement.

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

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

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

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

Total issued and outstanding shares as of June 30, ~~2021, is 12,662,134.~~2022, was 13,171,220.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of Preferred stock.

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

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Series A Convertible Preferred Stock

The Series A, par value $0.00001 has 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 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 $10 million. If converted, each share of Series A converts into 50 shares of common stock. If redeemed the Company shall pay $100 per share of Series A.

Series B Convertible Preferred Stock

The Series B, par value $0.00001, has 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 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.

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Series C Convertible Preferred Stock

The Series C, par value $0.00001, has 3,000,000 shares authorized. There are 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.

NOTE 65 - MATERIAL EVENTS

In October 2007, prior management of the Company discontinued filing reports required under the Exchange Act, at which time current management considers the prior business of the Company to have been abandoned. In February 2009, the Company filed a Form 15 with the SEC terminating the registration of its class of common stock under Section 12(g) of the Exchange Act and its duty to file periodic and other reports with the SEC.

Current management assumed control of the Company in November 2018. This Registration Statement is being filed to register the Company’s class of common stock under Section 12 of the Exchange Act on a voluntary basis.

On November 29, 2018, the Eight Judicial District Court of Nevada entered an order appointing Bryan Glass as custodian of the Company, authorizing and directing him to, among other things, take any action reasonable, prudent and for the benefit of the Company, including reinstating the Company under Nevada law, appointing officers and convening an annual meeting of stockholders (the “Order”).

On November 30, 2018, Bryan Glass, as custodian, appointed himself to serve as an interim director of the Company until the next meeting of stockholders, as permitted by the Order. Also, on November 30, 2018, the board of directors and the custodian appointed Bryan Glass as our President, Secretary and Treasurer and authorized the issuance of 12,000,000 shares of stock to Mr. Glass for an aggregate price of $120.

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~~On December 6, 2018, the Company filed a Certificate of Reinstatement with the state of Nevada to reestablish the Company’s existence.~~

~~On January 16, 2019, the Company held a stockholder’s meeting at which Mr. Glass was elected as the sole director of the Company.~~

On November 30, 2020, Mr. Bryan Glass, our President and a sole director of the Company, resigned from both positions as part of his departure from the Company. Mr. Glass served as the President, Secretary and Treasurer and a member of our Board since November 30, 2018. This resignation is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.

On November 30, 2020, the board of directors appointed Mr. Michael Hill, as the sole director of the Company, and as interim Chief Executive Officer and Chief Financial Officer of the Company. The board of directors has agreed to compensate Mr. Hill at a rate of $25,000 per month during his interim service to the Company.

On February 10, 2021, the Company entered into a non-binding Letter of (the “LOI”) with CBDBP. Under the terms of the LOI, the Company agreed to acquire CBDBP as its wholly owned subsidiary, such that the Company would acquire all of the outstanding equity of CBDBP and the holders of the shares of CBDBP immediately prior to the Merger would receive 10,000 shares of Series A Preferred Stock, 800 shares of Series B Preferred Stock and 3,000,000 shares of Series C Preferred Stock.

On March 25, 2021, XLR Medical Corp. (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”), in the aggregate principal amount of up to $1,666,666.67 or so much as has been advanced in one or more tranches. The Note carries an original issue discount of $166,666.67, 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 $1,500,000. The initial tranche was paid upon closing in an amount of $700,000, resulting in a current face value of the Note of $777,777.78. As additional consideration for the first tranche funded upon closing, the Company issued to the Investor 116,667 shares of its common stock. Upon future tranches being funded under the Note, the Company shall issue to the Investor an amount of the Company’s restricted common stock equal to the purchase price of such future tranche or tranches divided by six. 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 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. 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 8-K. 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.

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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 $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.

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As stated in our 8-K filing dated April 12, 2021, ~~on April 12, 2021,~~ Bloomios ~~(the “Company”),~~ acquired CBDBP.

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 $203,000.00. Pursuant to the agreement, the Company issued the lender 350,000 5-year warrants with an exercise price of $1.00. On January 19, 2021, we issued the lender an additional 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 ~~$252,875.00~~$ 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 10,000 shares of its Series A Preferred Stock and 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.

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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 $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 $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 $12,500 per month pursuant to his employment agreement.

~~NOTE 7 - NOTES PAYABLE~~

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

On June 30, 2019, the Company entered into a promissory note with a related party in the amount of $9,300, with an interest due at the rates of8% per annum and a due date of June 30, 2020. On April 7, 2021, this note was paid in full.

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

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~~On February 29, 2020, the Company entered into a promissory note with a related party in the amount of $531,000, with an interest due at the rates of 9.9% per annum and a due date of January 1, 2021.~~

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

On May 5, 2020, the Company entered into a promissory note under the Payroll Protection Program in the amount of $310,000, with an interest due at the rates of 1% per annum and a due date of August 15, 2022. On April 16, 2021, this loan has been forgiven in full.

~~On July 8, 2020, the company entered into an SBA promissory note in the amount of $150,000, with an interest due at the rates of 3.75% per annum and a due date of August 15, 2022.~~

On June 4, 2020, the Company entered into a promissory note with a third party in the amount of $20,000, with an interest due at the rates of 8% per annum and a due date of September 5, 2020. This note was offset against an account receivable in the fourth quarter of 2020, and the balance due as of June 30, 2021, was $0.

On June 5, 2020, the Company entered into a promissory note with a third party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of June 30, 2020. This note was offset against an account receivable in the fourth quarter of 2020 and the balance due as of June 30, 2021, was $0.

On June 8, 2020, the Company entered into a promissory note with a related party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of September 8, 2020. The balance due as of June 30, 2021, was $0.

On June 11, 2020, the Company entered into a promissory note with a related party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of September 11, 2020. The balance due as of June 30, 2021, was $0.

~~On July 27, 2020, the Company entered into a promissory note with a third-party in the amount of $300,000, with an interest due at the rates of 9% per annum and a due date of August 15, 2022.~~

~~The prior majority shareholder, Bryan Glass contributed $26,864 for expenses and fees to reinstate the Company. This money was booked as a capital contribution.~~

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

On March 25, 2021, the Company entered into a 11% secured convertible promissory note with a third-party with a total commitment of $1,666,667and the first tranche advanced on that date of $777,778. Pursuant to the agreement, the Company issued the lender 116,667 shares of common stock, 116,667 5-year warrants with an exercise price of $1.50 and 116,667 5-year warrants with an exercise price of $2.00. The note had an original issue discount of $77,778.

On January 11, 2019, the Company entered into Lease Services Agreement with a third-party company whereby the Company received funds in the amount of $300,000 as an advance on future services. The Company and third-party desired to reach an amicable settlement to the agreement and agreed on April 2, 2021, to enter into a settlement and mutual release agreement whereby the Company was released from its obligations and the third-party company received 310,000 shares of the Company’s Series C Convertible Preferred Stock.

On November 30, 2020, the Company entered into a 6% secured convertible promissory note with a third-party in the amount of $203,000.00. Pursuant to the agreement, the Company issued the lender 350,000 5-year warrants with an exercise price of $1.00. On January 19, 2021, we issued the lender an additional 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 $252,875.00 and the Company paid the amount on April 6, 2021. As of June 30, 2021, the balance due on this note was $0.

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~~NOTE 8 – WARRANTS~~

~~On November 30, 2020, we issued 350,000 five-year common stock warrants exercisable at $1.00 per share.~~

~~On November 30, 2020, we issued 40,000 five-year common stock warrants exercisable at $0.264 per share.~~

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

~~On March 22, 2021, we issued 116,667 five-year common stock warrants exercisable at $1.50 per share.~~

~~On March 22, 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 April 21, 2021, the Company issued 37,456 of common stock for the conversion of 40,000 cashless warrants.~~

~~The following is the outstanding warrant activity:~~

Warrants - Common Share Equivalents

Weighted Average Exercise price

Warrants exercisable - Common Share Equivalents

Weighted Average Exercise price

Outstanding December 31, 2020

390,000

$ 0.63

390,000

$ 0.63

Additions

350,305

1.61

350,305

1.61

Converted

(40,000 )

0.260

0.260

Expired

-

-

-

-

-

-

-

Outstanding June 30, 2021

700,305

$ 1.31

700,305

1.31

~~NOTE 9 - SUBSEQUENT EVENTS~~
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,~~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 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.
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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.

NOTE 6 - NOTES PAYABLE RELATED PARTY
On June 8, 2020, the Company entered into a promissory note with a related party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of September 8, 2020. This note was paid in full in the fourth quarter of 2020 and the balance as of June 30, 2022, was $0.
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On February 19, 2019, the Company entered into a promissory note with a related party in the amount of $17,000, with an interest due at the rates of 8% per annum and a due date of 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 $14,500, with an interest due at the rates of 8% per annum and a due date of 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 $10,000, with an interest due at the rates of 8% per annum and a due date of 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 $60,000, with an interest due at the rates of 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 $9,300, with an interest due at the rates of 8% per annum and a due date of June 30, 2020. On April 7, 2021, this note was paid in full.
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 (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 December 28, 2021, the Company entered into a promissory note with a related party in the amount of $150,000, with an interest rate of 12% per annum and a due date of December 28, 2022.
NOTE 7 - NOTES PAYABLE
On February 29, 2020, the Company entered into a promissory note in the amount of $531,000, with an interest due at the rates of 9.9% per annum and a due date of January 1, 2021.
On July 27, 2020, the Company entered into a promissory note with a third-party in the amount of $300,000, with an interest due at the rates of 9% per annum and a due date of August 15, 2022.
On May 5, 2020, the Company entered into a promissory note under the Payroll Protection Program in the amount of $310,000, with an interest due at the rates of 1% per annum and a due date of August 15, 2022. On April 16, 2021, this loan has been forgiven in full.
On July 8, 2020, the company entered into an SBA promissory note in the amount of $150,000, with an interest due at the rates of 3.75% per annum and installment payments of $731 per month to begin in January 2023.
On November 30, 2020, the Company entered into a 6% secured convertible promissory note with a third-party in the amount of $203,000.00. Pursuant to the agreement, the Company issued the lender 350,000 5-year warrants with an exercise price of $1.00. On January 19, 2021, we issued the lender an additional 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 $ 252,875.00 and the Company paid the amount on April 6, 2021. The balance due on this note was $0.
On March 25, 2021, the Company entered into a 11% secured convertible promissory note with a third-party with a total commitment of $1,666,667 and the first tranche advanced on that date of $777,778. Pursuant to the agreement, the Company issued the lender 116,667 shares of common stock, 116,667 5-year warrants with an exercise price of $1.50 and 116,667 5-year warrants with an exercise price of $2.00. The note had an original issue discount of $77,778. On January 26, 2022, this note was renegotiated with six monthly payments and as of June 30, 2022 the outstanding balance on this note was $535,000. As an additional fee in exchange for the extension provided by Investor, the Borrower shall issue thirty thousand (29,086) common shares of BLMS to the Investor delivered in book entry.
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On January 5, 2021, the Company entered into a promissory note in the amount of $20,331 with an interest rate of 8% per annum and a due date of 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 $1,100,000 or so much as has been advanced in one or more tranches. The Note carries an original issue discount of $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 ~~$1,000,000.~~$ 1,000,000. The initial tranche was paid upon closing in an amount of $500,000, resulting in a current face value of the Note of $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 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. 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~~full ratchet anti-dilution protection provisions, and have an exercise price of $1.75 per share for 142,857 of the Warrants, and ~~$2.25~~$ 2.25 per share for ~~111,111 of~~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 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 $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 $275,000. The Closing occurred on December 3, 2021, upon the Company receiving the purchase price of $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 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. 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.

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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 $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.
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 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.
Warrants
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 $1.08 per share for 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 $150,000, with an interest due at the rates of 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.
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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 $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 $137,500. The Closing occurred on March 31, 2022, upon the Company receiving the purchase price of $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 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. 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.
Warrants
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 $1.75 per share for 39,285 of the Warrants, and $ 2.25 per share for 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 $100,000 with a fixed interest of $25,000 for a total amount due of $125,000 and a due date of 7/21/2022.
NOTE 8 – WARRANTS
On November 30, 2020, we issued 350,000 five-year common stock warrants exercisable at $1.00 per share.
On November 30, 2020, we issued 40,000 five-year common stock warrants exercisable at $0.264 per share.
On January 19, 2021, we issued 100,000 five-year common stock warrants exercisable at $1.00 per share.
On March 22, 2021, we issued 116,667 five-year common stock warrants exercisable at $1.50 per share.
On March 22, 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 April 21, 2021, we issued 37,456 of common stock for the conversion of 40,000 cashless warrants.
On July 9, 2021, we issued 50,000 five-year common stock warrants exercisable at $2.00 per share.
On July 11, 2021, we issued 142,857 five-year common stock warrants exercisable at $1.75 per share.
On July 11, 2021, we issued 111,111 five-year common stock warrants exercisable at $2.00 per share.
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On July 12, 2021, we issued 6,494 five-year common stock warrants exercisable at $1.925 per share.
On July 12, 2021, we issued 5,051 five-year common stock warrants exercisable at $2.475 per share.
On July 12, 2021, we issued 3,247 five-year common stock warrants exercisable at $1.925 per share.
On July 12, 2021, we issued 2,525 five-year common stock warrants exercisable at $2.475 per share.
On July 12, 2021, we issued 3,247 five-year common stock warrants exercisable at $1.925 per share.
On July 12, 2021, we issued 2,526 five-year common stock warrants exercisable at $2.475 per share.
On November 30, 2021, we issued 250,000 five-year common stock warrants exercisable at $1.08 per share.
On November 30, 2021, we issued 23,570 five-year common stock warrants exercisable at $1.188 per share.
On March 1, 2022, we issued 11,097 five-year common stock warrants exercisable at $1.12 per share.
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 March 31, 2022, we issued 4,286 five-year common stock warrants exercisable at $1.75 per share.

Warrants - Common Share Equivalents

Weighted Average Exercise price

Warrants exercisable - Common Share Equivalents

Weighted Average Exercise price

Outstanding December 31, 2020

390,000

$ 0.920

390,000

0.920

Additions

950,932

1.65

950,932

1.65

Converted

(40,000 )

0.260

0.260

Expired

-

0

0

Outstanding December 31, 2021

1,300,932

$ 1.43

1,300,932

1.43

Additions

85,223

1.85

85,223

1.85

Converted

-

0

0

Expired

-

0

0

Outstanding June 30, 2022

1,386,155

$ 1.46

1,386,155

1.46

NOTE 9 – SUBSEQUENT EVENTS
On July 14, 2022, the Company entered into a 6-month loan agreement with a third-party investor for $550,000.
On July 20, 2022, the Company issued 10,000 shares of common stock to a third-party investor.
On July 28, 2022, the Company held its annual shareholder meeting. The published results for the annual shareholder meeting can be found on the Company report filed on Form 8-k filed with the Commission on August 2, 2022.
On August 2, 2022, the Company entered into a $115,000 promissory note with Mammoth Crest Capital, a related party.
On August 9, 2022, the Company issued 115,000 shares of common stock to a third-party investor related to an amended senior secure convertible promissory note.
In accordance with ASC 855, the Company has analyzed its operations subsequent to June 30, 2022, through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS.~~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.

Overview

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

On April 12, 2021, the Company completed the acquisition of CBDBP.

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 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.

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.

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Emerging Growth Company

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.

Smaller Reporting Company

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

Results of Operations during the three and six months ~~ended~~ June 30, ~~2021,~~2022, as compared to the three and six months ~~ended June 30, 2020~~
~~Our net revenue for the three-months ended~~ June 30, 2021 ~~was $2,456,013, compared to $73,615 for the same period in 2020. This was an increase of approximately $300,000 over the first quarter.~~
~~Our net revenue for the six-months ended June 30, 2021, was $4,618,045, compared to $73,615 for the same period in 2020.~~

These increases in revenue were due to the acquisition of CBD Brand Partners and related revenue. The revenue for the three- and six-months ended June 30, 2021, are representative the current run rate and is expected to continue.

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Three months ended June 30, 2022

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.

Six months ended June 30, 2022

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.

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Our ~~cost of goods sold~~salary expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$1,267,366,~~$1,243,017 compared to ~~$61,337~~$723,154 for the same period in ~~2020.~~ 2021.

Our ~~cost of goods sold~~rent expense for the ~~six-months~~six months ended June 30, ~~2021,~~2022, was ~~$2,393,610,~~$204,984, compared to ~~$61,337~~$229,470 for the same period in 2020. These increases were a result of the increase in revenue and the corresponding cost of goods. For the three-months ended June 30, 2021, the cost of goods sold was approximately 52% of the revenue. We are investing in improved production lines and we anticipate a reduction in the cost of goods sold, resulting in improved gross profit margins.

Our general and administrative expense for the three-months ended June 30, 2021, was $226,072, compared to $1,764 for the same period in 2020. Our general and administrative expense for the six-months ended June 30, 2021, was $436,238, compared to $2,480 for the same period in 2020. These increases are directly related to the acquisition and related expenses. For the three-months ended June 30, 2021, our general and administrative expense was approximately 10% of the revenue and is expected to remain consistent or decrease as revenues increase.

Our salary expense for the three-months ended June 30, 2021, was $354,494, compared to $0 for the same period in 2020. Our salary expense for the six-months ended June 30, 2021, was $723,154, compared to $0 for the same period in 2020. These increases are directly related to the acquisition and the increase in the administrative salaries and related expenses, and are expected to increase as the business grows and the addition of our executive officers.

Our rent and facility expense for the three-months ended June 30, 2021, was $99,735, compared to $20,000 for the same period in 2020. Our rent and facility expense for the six-months ended June 30, 2021, was $229,470, compared to $20,000 for the same period in 2020. These increases are due to the acquisition and acquired facility lease, which is approximately $35,000 per month.2021.

Our utilities expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$28,243,~~$66,465, compared to ~~$0 for~~$61,696 the same period in 2020. Our utilities expense for the six-months ended June 30, 2021, was $61,696, compared to $0 for the same period in 2020. These increases are due to the acquisition and acquired facility lease and production equipment, which results in approximately $10,000 per month in utilities expense. We expect this to increase as we add production equipment in the third and fourth quarters of this year.2021.

Our professional fees expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$21,931,~~$110,261, compared to $0$48,051 for the same period in 2020. Our professional fees expense for the six-months ended June 30, 2021, was $48,051, compared to $0 for the same period in 2020. These increases were due to acquisition and increase in audit and legal expenses related to increased compliance protocols.2021.

Our consulting expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$153,630~~$509,924 compared to ~~$173,500~~$370,982 for the same period in 2020. Our consulting expense for the six-months ended June 30, 2021, was $370,982 compared to $278,500 for the same period in 2020. This decrease in the three months ended June 30, 2021, was a result in the reduction of outside consultants in the second quarter. In addition, outside consultants have been retained by the Company to become salaried employees of the Company. This increase in the six-month ended June 30, 2021 was a result of additional outside consultants in the first quarter.2021.

Our depreciation expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$91,604,~~$213,033, compared to $0$187,710 for the same period in ~~2020. Our depreciation expense for the six-months ended June 30, 2021, was $187,710, compared to $0 for the same period in 2020. These increases are due to the acquisition and acquired assets.~~

Our gain on debt settlement for the three- and six-months ended June 30, 2021, was $312,583, compared to $0 for the same periods in 2020. This was due to the forgiveness of our payroll protection loan.

Our financing fees expense for the three-months ended June 30, 2021, was $50,574, compared to $0 for the same period in 2020. This increase was mainly due to the prepayment penalty from the payoff of a note payable.

~~Our financing fees expense for the six-months ended June 30, 2021, was $1,542,701, compared to $0 for the same period in 2020.~~2021. This increase was mainly due to the issuance of ~~commitment shares and common~~our employee stock ~~warrants and the prepayment penalty from the payoff of a note payable.~~options.

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Our ~~Interest~~share-based expense for the ~~three-months~~six months ended June 30, ~~2021,~~2022, was ~~$42,649,~~$190,684, compared to $0 for the same period in ~~2020.~~2021. This increase was mainly due to the ~~note payable~~issuance of ~~$203,000 entered into on November 30, 2020.~~our employee stock options.

Our ~~Interest~~shares issued for inducement expense for the ~~six-months~~three months ended June 30, ~~2021,~~2022, was ~~$73,193,~~$196,100, compared to $0 for the same period in ~~2020.~~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 ~~note payable~~acquisition of ~~$777,778 entered into on March 25,2021.~~

Our net profit / (loss) for the three-months ended June 30, 2021, was a net profit of $432,298 compared to a net loss of ($182,986) for the same period in 2020. This increase was mainly due to the gain on the loan forgiveness listed above and the increased revenue over the first quarter of approximately $300,000.CBDBP.

Our net loss for the ~~six-months~~six months ended June 30, ~~2021,~~2022, was ~~$1,136,177~~$2,417,931 compared to ~~$288,702~~a net profit of $1,136,177 for the same period in ~~2020. This increase was mainly due to the factors listed above.~~2021.

Liquidity and Capital Resources

As of June 30, ~~2021,~~2022, the Company ~~had~~ current assets of ~~$1,058,941~~$615,840 and total assets of ~~$3,897,491.~~$3,589,857 As of December 31, ~~2020,~~2021, the Company ~~had~~ current assets of ~~$450,711~~$1,513,667 and total assets of ~~$3,193,657.~~$4,007,465.

As of June 30, ~~2021,~~2022, the ~~Company’s~~Company current liabilities of ~~$4,362,916~~$6,727,406 and total Liabilities of ~~$4,639,334.~~$6,877,406 As of December 31, ~~2020,~~2021, the Company ~~had~~ current liabilities of ~~$3,483,329~~$5,327,491 and total liabilities of ~~$4,457,673.~~

As of June 30, 2021, the Company had a working capital deficit of $3,303,975. As of December 31, 2020, the Company had a working capital deficit of $3,032,618. This increase in working capital deficit is mainly the result of the increase in current notes payable.$5,577,014

The Company has funded its operations from contributions made by management and outside investors contributing a total of $2,412,209 in notes payable of which $251,931 was paid off in March of 2021. In addition, our payroll protection loan was forgiven in the second quarter of this year. Leaving total notes payable of $1,850,278 of which $1,700,000 is due within the next year.

investors. The Company has a ~~number of~~ funding ~~agreements~~agreement with a third-party ~~investors~~investor as discussed above; however, ~~certain of~~ the investor’s ~~obligations~~obligation to provide additional capital is solely at the third-party’s ~~discretion, while others are required to fund pursuant to the Company complying with the requirements in the funding agreements.~~discretion.

~~For the six months ended June 30, 2021, our cash from operations was $283,429 and at~~At present, the Company has business operations which management believes will allow the Company to maintain operations. ~~However, the~~The Company’s cash requirements to ~~meet its debt obligations over~~continue to grow the ~~next year~~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.

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The following table summarizes our cash flows for the six months ended June 30, ~~2021,~~2022, and ~~2020.~~2021.

2021

2020

Net cash provided (used) from operating activities

$ 283,429

$ 1,138,202

Net cash used in investing activities

(297,130 )

(2,107,450 )
Net cash provided by financing activities

546,178

999,396

Net Increase (Decrease) In Cash

$ 532,477

$ 30,148

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	2022			2021
Net cash provided (used) from operating activities	$	(533,397	)	$	283,429
Net cash used in investing activities		(24,230	)		(297,130	)
Net cash provided by financing activities		348,961			546,178
Net Increase (Decrease) In Cash	$	(208,666	)	$	532,477

Going Concern

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.

Off-Balance Sheet Arrangements

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.

Contractual Obligations

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.

~~ITEM~~Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

~~ITEM~~Item 4. ~~CONTROLS AND PROCEDURES.~~Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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.

Changes in Internal Controls

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, ~~2021,~~2022, that would have materially affected, or been reasonably likely to materially affect, the Company’s internal control over financial reporting.

249

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PART II — OTHER INFORMATION

~~ITEM~~Item 1. ~~LEGAL PROCEEDINGS.~~Legal Proceedings.

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.

~~ITEM~~Item 1A. ~~RISK FACTORS.~~Risk Factors.

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

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~Unregistered Sales of Equity Securities and Use of Proceeds.

On ~~April 21,~~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 ~~Company~~note were used for repayment of obligations and general working capital.

On March 25, 2021, we issued ~~37,456~~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.

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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 January 26, 2022, the Company’s S-1 Registration Statement was declared effective.

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 ~~conversion~~10 trading days prior to any such conversion.

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The foregoing summaries of ~~40,000 cashless warrants.~~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 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

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES.~~Defaults Upon Senior Securities.

None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES.~~Mine Safety Disclosures.

N/A

~~ITEM~~Item 5. ~~OTHER INFORMATION.~~Other Information.

None.

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Item 6. Exhibits.

The following documents are incorporated by reference:

(1)

The 8-K Current Reports filed with the Securities and Exchange Commission on April ~~20,~~2, 2021, April 12, 2021, and ~~June 21,~~April 20, 2021; and

(2)

Exhibits.

Exhibit No.	Description of Exhibit	Location Reference	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	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	Articles of Merger for Relay Mines Limited and TSI Med Acquisition Corp.	2
3.2	Articles of Incorporation for Relay Mines Limited.	1	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	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	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	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	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	Certificate of Reinstatement with the state of Nevada, filed December 6, 2018.	5
14.1	Code of Ethics.	4	Code of Ethics.	4
99.1	Audit Committee Charter.	4	Audit Committee Charter.	4
99.2	Disclosure Committee Charter.	4	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.	*	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.	*	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.	*
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).		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.		Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).		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.

* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

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.

	BLOOMIOS, INC.

Date: August ~~16, 2021~~22, 2022	By:	/s/ Michael Hill
		Michael Hill Chief Executive Officer

Date: August ~~16, 2021~~22, 2022	By:	/s/ John Bennett
		John Bennett Chief Financial Officer

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~~Balance Sheets~~PART I - FINANCIAL INFORMATION			3

Item 1.	Interim Consolidated Financial Statements ~~of Operations~~		4

~~Statements~~Item 2.	Management’s Discussion and Analysis of ~~Changes in Stockholders’ Equity~~Financial Condition or Plan of Operation		5
~~Statements of Cash Flows~~		6
~~Notes to the Financial Statements~~Item 3.	Quantitative and Qualitative Disclosures About Market Risk		79

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

Bloomios, Inc.
Consolidated Balance Sheet

	June 30, 2021				December 31, 2020
Assets
Current Assets:
Cash	$	604,682			$	72,205
Accounts receivable - net		95,870				36,274
Inventory		308,783				195,681
WIP		49,606				96,551
Investment in LOE Series B		0				50,000
Total Current Assets		1,058,941				450,711

Property and Equipment - Net		2,179,836				2,070,416
Loan receivable		50,000				50,000
Right of use asset		241,093				258,019
Goodwill		300,000				300,000
Other assets		67,621				64,511
Total Assets	$	3,897,491			$	3,193,657

Liabilities and Stockholders’ (Deficit)
Current Liabilities:
Accounts payable - trade	$	1,994,188			$	1,747,852
Accrued expenses		99,946				73,501
Accrued expenses related party		18,278				14,235
Unearned revenue		135,551				149,966
Customer JV account liabilities		300,000				600,000
Lease liability current		114,675				114,675
Notes payable		831,000				150,000
Notes payable PPP		0				310,000
Notes payable - related party		91,500				120,800
Notes payable - convertibles		777,778				202,300
Total Current Liabilities		4,362,916				3,483,329
Long-Term Debt:
Lease liability		126,418				143,344
Notes payable		150,000				831,000
Total Liabilities		4,639,334				4,457,673

Stockholders’ (Deficit)
Preferred series A stock ($0.00001 par value; 10,000 shares authorized; 10,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively		0				0
Preferred series B stock ($0.00001 par value; 800 shares authorized; 800 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively		0				0
Preferred series C stock ($0.00001 par value; 3,000,000 shares authorized; 310,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively		3				0
Common stock ($0.00001 par value; 945,000,000 shares authorized; 12,624,678 and 12,508,011 shares issued and outstanding at June 30, 2021 and December 31, 2020) respectively		137				125
Additional paid-in capital		4,718,255		��		3,059,920
Accumulated deficit		(5,460,238	)			(4,324,061	)
Total Stockholders’ (Deficit)		(741,843	)			(1,264,016	)
Total Liabilities and Stockholders’ Deficit	$	3,897,491			$	3,193,657

Bloomios, Inc.
Consolidated Statement of Operations
for the three and six months ended June 30,

	three months ended June 30,							six months ended June 30,
	2021				2020			2021			2020

Sales	$	2,456,013			$	73,615		$	4,618,045		$	73,615
Cost of Goods Sold		1,267,366				61,337			2,393,610			61,337
Gross Profit		1,188,647				12,278			2,224,435			12,278

General and Administrative Expense		226,072				1,764			436,238			2,480
Salaries		354,494				0			723,154			0
Rent		99,735				20,000			229,470			20,000
Utilities		28,243				0			61,696			0
Professional Fees		21,931				0			48,051			0
Consulting		153,630				173,500			370,982			278,500
Depreciation		91,604							187,710
Total Expenses		975,709				195,264			2,057,301			300,980
Net Profit from Operations		212,938				(182,986	)		167,134			(288,702	)

Other Income / (Expenses)
Gain on Debt settlement		312,583				0			312,583			0
Financing Fees		(50,574	)	��		0			(1,542,701	)		0
Interest Expense		(42,649	)			0			(73,193	)		0
Net Profit / (Loss) Before Income Taxes		432,298				(182,986	)		(1,136,177	)		(288,702	)
Income Tax Expense		0				0			0			0
Net Profit / (Loss)	$	432,298			$	(182,986	)	$	(1,136,177	)	$	(288,702	)

NET PROFIT / (LOSS) PER COMMON SHARE - BASIC	$	0.03			$	(0.01	)	$	(0.09	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC		12,642,678				12,508,011			12,570,534			12,508,011

NET PROFIT / (LOSS) PER COMMON SHARE - DILUTED	$	0.02			$	(0.01	)	$	(0.09	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED		24,824,912				12,508,011			12,570,534			12,508,011

Bloomios Inc.
Consolidated Statement of Stockholders Equity
June 30, 2021

	Common Stock .00001 Par				Preferred Stock .00001 Par					Additional Paid in			Accumulated			Stock holders’
Description	Shares		Amount		Shares			Amount		Capital			Deficit			Deficit Totals
December 31, 2017		508,011	$	5						$	2,653,155		$	(2,653,160	)	$	0

Contributed Capital		-		0							10,000			0			10,000
Issuance of Common Stock		12,000,000		120			��				(120	)		0			0
Net Loss		-		0							-			(10,000	)		(10,000	)
December 31, 2018		12,508,011	$	125						$	2,663,035		$	(2,663,160	)	$	0

Capital Contributions		-		0							16,864			0			16,864
CBD Capital contribution											500						500

Net Loss														(490,235	)		(490,235	)
December 31, 2019		12,508,011	$	125						$	2,680,399		$	(3,153,395	)	$	(472,871	)

Capital Contributions		-		0							11,225			0			11,225
CBD Equity											368,296						368,296
																	-
Net Loss														(1,170,666	)		(1,170,666	)
December 31, 2020		12,508,011	$	125						$	3,059,920		$	(4,324,061	)	$	(1,264,016	)

Commitment Shares		116,667		12		-			0		388,489			0			388,501
Warrants issued						-			0		969,849			0			969,849
																	-
Net Loss														(1,568,475	)		(1,568,475	)
March 31, 2021		12,624,678	$	137						$	4,418,258		$	(5,892,536	)	$	(1,474,141	)

Preferred shares issued						10,800			0		(0	)					0
Preferred shares issued for debt conversion						310,000			3		299,997			0			300,000
Shares issued for warrant conversion		37,456		0							(0	)					0
																	-
Net Loss														432,298			432,298
June 30, 2021		12,662,134	$	137	$	320,800		$	3	$	4,718,255		$	(5,460,238	)	$	(741,843	)

Bloomios Inc.
Consolidated Statement of Cashflows
for the six months ended
June 30,

	2021			2020
Cash provided (used) from Operating Activities
Net Income (Loss)	$	(1,136,177	)	$	(288,702	)
Depreciation		187,710			0
Gain on Debt Settlement		(312,583	)
Change in Accounts Receivable		(59,596	)		0
Change in Inventory		(113,102	)		(76,900	)
Shares and Warrants Issued		1,457,878
Change in other assets		(3,110	)		0
Change in JV liabilities		0			900,000
Change in Accounts Payable and Accrued Expenses		272,781			603,804
Change in Accrued Expenses - related party		4,043			0
Change in Unearned Revenue		(14,415	)		0
Net cash provided (used) from Operating Activities		283,429			1,138,202

Cash used in Investing Activities
Purchase of Equipment		(297,130	)		(2,107,450	)
Net cash used in Investing Activities		(297,130	)		(2,107,450	)

Cash provided by Financing Activities
Proceeds from Notes Payable		777,778			641,100
Payment on Notes Payable		(202,300	)
Contributed Capital		0			358,296
Proceeds from (payments to) Notes Payable related parties		(29,300	)		0
Net cash provided by Financing Activities		546,178			999,396
Net Increase (Decrease) In Cash		532,477			30,148

Cash At Beginning of Period		72,205			1,041

Cash At End of Period	$	604,682		$	31,189

Supplemental Cashflow Information
Interest Paid	$	0		$	0
Taxes Paid	$	0		$	0

	Last 10-Q		Last 10-K
	10/31/07		1/31/07
Accounts payable		94,888		85,225
Accrued liabilities		25,347		18,935
Due to related parties		293,931		248,636
Loans payable		409,000		397,000
Total Liabilities		823,166		749,796

	Warrants - Common Share Equivalents			Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price
Outstanding December 31, 2020		390,000		$	0.63		390,000	$	0.63
Additions		350,305			1.61		350,305		1.61
Converted		(40,000	)		0.260				0.260
Expired		-			-		-
		-			-		-		-
Outstanding June 30, 2021		700,305		$	1.31		700,305		1.31

	•·	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.