United States securities and exchange commission logo





                              October 1, 2021

       Michael Hill
       Chief Executive Officer
       BLOOMIOS, INC.
       201 W Montecito Street
       Santa Barbara, CA 93101

                                                        Re: BLOOMIOS, INC.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 22,
2021
                                                            File No. 333-257890

       Dear Mr. Hill:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 10, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Risk Factors, page 22

   1.                                                   We note your added
disclosure at page 6 that your hemp products include edibles and
                                                        beverages. Please
expand your risk factor disclosure at page 22 to clarify that while
                                                        your hemp-derived CBD
products are not intended to fall within and do not fall within the
                                                        purview of the FDA,
certain public statements by the FDA interpret the Federal Food,
                                                        Drug, and Cosmetic Act
(FDCA) as prohibiting the sale of food products that contain
                                                        CBD; and that the FDCA
prohibits the introduction or delivery for introduction into
                                                        interstate commerce of
any food that contains an approved drug or a drug for which
                                                        substantial clinical
investigations have been instituted and made public, unless a statutory
                                                        exemption applies, and
that none of the statutory exceptions has been met for CBD. In
 Michael Hill
BLOOMIOS, INC.
October 1, 2021
Page 2
       addition, expand your disclosure to discuss the 2018 Farm Bill, address
any risks or
       effects, including state regulations related to the sampling and testing
for THC and the
       disposal of non-compliant product, and the shared state-federal
jurisdiction over hemp
       cultivation and production.
Financial Statements for the Year Ended December 31, 2020
Notes to the Consolidated Financial Statements, page F-7

2.     We reissue prior comment 6 as it does not appear that adequate revised
disclosure has
       been provided. Expand your disclosure here and in appropriate sections
throughout the
       filing to more clearly describe how you accounted for the acquisition of
CBD Brand
       Partners LLC. Your revised disclosure should also explain the basis of
your financial
       statement presentation.
General

3.     We note your response to prior comment 9 and reissue it in part. Please
revise your
       prospectus cover page, Determination of Offering Price, and Plan of
Distribution
       sections to clearly disclose that your shares will be sold at a fixed
price of $2.00 per share
       until such time as your shares are listed on a national securities
exchange or quoted on the
       OTC Bulletin Board, OTCQX or OTCQB, at which time they may be sold at
prevailing
       market prices or in privately negotiated transactions. Please also
revise your prospectus
       cover page to clarify that your shares are currently quoted on the OTC
Pink Market.
       Please note that unless there is an established trading market for your
securities, shares
       resold by stockholders in a public offering must be sold at a fixed
price until such time as
       a market is established. Please revise accordingly.
        You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.



                                                              Sincerely,
FirstName LastNameMichael Hill
                                                              Division of
Corporation Finance
Comapany NameBLOOMIOS, INC.
                                                              Office of Energy
& Transportation
October 1, 2021 Page 2
cc:       Ken Bart
FirstName LastName