UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2021
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 000-50026
BLOOMIOS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 87-4696476 |
(State or other jurisdiction of corporation or organization) |
| (I.R.S. Employer Identification No.) |
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701 Anacapa Street, Suite C, Santa Barbara, CA |
| 93101 |
(Address of registrant’s principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (805) 222-6330
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☒ No
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 and posted 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 and post 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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
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| 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 17(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2021, was approximately $1,140,168.
As of April 12, 2022, there were 13,111,220 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
Bloomios, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2021, as filed on April 15, 2022 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The purpose of this Amendment is to file Exhibit 23.1, Consent of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of BF Borgers CPA PC’s report dated April 15, 2022, with respect to the consolidated financial statements for the years ended December 31, 2021 and 2020 both appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021 into a registration statement on Form S-1, file number 333-257890 which consent was inadvertently omitted from the original Form 10-K.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. |
| Description of Exhibit |
| Location Reference |
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| Consent of Independent Registered Public Accounting Firm (BF Borgers CPA PC, Lakewood, CO, PCAOB ID 5041) |
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| * | ||
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| * | ||
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
| * |
* Filed herewith.
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bloomios, Inc. | ||
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Date: November 10, 2022 | By: | /s/ Michael Hill | |
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| Michael Hill |
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| Chief Executive Officer and Director |
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Date: November 10, 2022 | By: | /s/ John Bennett |
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| John Bennett |
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| Chief Financial Officer and Director |
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Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: November 10, 2022 | By: | /s/ Michael Hill |
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| Michael Hill |
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| Chief Executive Officer and Director |
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| (Principal Executive Officer) |
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Date: November 10, 2022 | By: | /s/ John Bennett |
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| John Bennett |
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| Chief Financial Officer and Director |
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| (Principal Financial Officer and Principal Accounting Officer) |
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Date: November 10, 2022 | By: | /s/ Barrett Evans |
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| Barrett Evans |
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| President, Chief Strategy Officer and Director |
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