BLOOMIOS, INC. 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
On
25
Table of Contents
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
· 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
26
Table of Contents
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
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
Results of Operations
Results of Operations during the three months ended
During the three months ended
Our cost of goods sold for the three months ended
Our general and administrative expense for the three months ended
Our salary expense for the three months ended
Our rent expense for the three months ended
Our utilities expense for the three months ended
Our professional fees expense for the three months ended
27
Table of Contents
Our consulting expense for the three months ended
Our depreciation expense for the three months ended
Our share-based expense for the three months ended
Our shares issued for inducement expense for the three months ended
Our financing fees expense for the three months ended
Our Interest expense for the three months ended
Our net loss for the three months ended
Liquidity and Capital Resources
As of
As of
The Company has funded its operations from contributions made by management and outside investors. The Company has a funding agreement with a third-party investor as discussed above; however, the investor's obligation to provide additional capital is solely at the third-party's discretion.
At present, the Company has business operations which management believes are sufficient to allow the Company to maintain operations. The Company's cash requirements to continue to grow the Company may exceed cash flow from operations requiring the Company to seek additional capital sources. If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by management to fulfill its filing obligations under the Exchange Act.
The following table summarizes our cash flows for the three months endedMarch 31, 2022 and 2021. 2022 2021
Net cash provided (used) from operating activities
Net cash used in investing activities (24,230 ) (43,528 ) Net cash provided by financing activities 326,820 778,109 Net Increase (Decrease) In Cash$ (22,607 ) $ 817,901 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.
28
Table of Contents
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.
© Edgar Online, source
