Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | BLOOMIOS, INC. |
Entity Central Index Key | 0001138608 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Amendment Description | Amendment |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 88-0488851 |
Entity Address Address Line 1 | 201 W Montecito Street |
Entity Address City Or Town | Santa Barbara |
Entity Address State Or Province | CA |
Entity Address Postal Zip Code | 93101 |
City Area Code | 805 |
Local Phone Number | 222-6330 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash | $ 303,982 | $ 72,205 | $ 1,045 |
Accounts receivable - net | 257,767 | 36,274 | 0 |
Inventory | 323,574 | 195,681 | 0 |
WIP | 58,470 | 96,551 | 0 |
Investment in life on earth Series B | 2,155 | 50,000 | 0 |
Total Current Assets | 945,948 | 450,711 | 1,045 |
Property and Equipment - Net | 2,603,910 | 2,070,416 | 0 |
Loan receivable | 50,000 | 50,000 | |
Right of use asset | 236,537 | 258,019 | 0 |
Goodwill | 300,000 | 300,000 | 0 |
Other assets | 67,621 | 64,511 | 0 |
Total Assets | 4,204,016 | 3,193,657 | 1,045 |
Current Liabilities: | |||
Accounts payable - trade | 1,957,104 | 1,747,852 | 433,116 |
Accrued expenses | 127,018 | 73,501 | 0 |
Accrued expenses related party | 20,595 | 14,235 | 0 |
Unearned revenue | 198,434 | 149,966 | |
Customer JV account liabilities | 300,000 | 600,000 | 0 |
Lease liability current | 114,675 | 114,675 | 0 |
Notes payable | 831,000 | 150,000 | 0 |
Notes payable PPP | 0 | 310,000 | 0 |
Notes payable - related party | 91,500 | 120,800 | 0 |
Notes payable - convertibles | 1,247,778 | 202,300 | 0 |
Total Current Liabilities | 4,888,104 | 3,483,329 | 433,116 |
Long-Term Debt: | |||
Lease liability | 121,862 | 143,344 | 0 |
Notes payable | 150,000 | 831,000 | 40,800 |
Total Liabilities | 5,159,966 | 4,457,673 | 473,916 |
Stockholders' (Deficit) | |||
Shares to be issued | 82,100 | 0 | |
Common Stock Value | 137 | 125 | 125 |
Additional paid-in capital | 4,718,255 | 3,059,920 | 2,680,399 |
Accumulated deficit | (5,756,445) | (4,324,061) | (3,153,395) |
Total Stockholders' (Deficit) | (955,950) | (1,264,016) | (472,871) |
Total Liabilities and Stockholders' Deficit | 4,204,016 | $ 3,193,657 | $ 1,045 |
Series A Preferred Stock [Member] | |||
Stockholders' (Deficit) | |||
Preferred Stock Value | 0 | ||
Series B Preferred Stock [Member] | |||
Stockholders' (Deficit) | |||
Preferred Stock Value | 0 | ||
Series C Preferred Stock [Member] | |||
Stockholders' (Deficit) | |||
Preferred Stock Value | $ 3 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
STOCKHOLDER'S EQUITY | |||
Common stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 945,000,000 | 950,000,000 | 950,000,000 |
Common stock, shares issued | 12,662,134 | 12,508,011 | 12,508,011 |
Common stock, shares outstanding | 12,662,134 | 12,508,011 | 12,508,011 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 310,000 | 0 | |
Preferred stock, shares outstanding | 310,000 | 0 | |
Series A Preferred Stock [Member] | |||
STOCKHOLDER'S EQUITY | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares issued | 10,000 | 0 | |
Preferred stock, shares outstanding | 10,000 | 0 | |
Series B Preferred Stock [Member] | |||
STOCKHOLDER'S EQUITY | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 800 | 800 | |
Preferred stock, shares issued | 800 | 0 | |
Preferred stock, shares outstanding | 800 | 0 | |
Series C Preferred Stock [Member] | |||
STOCKHOLDER'S EQUITY | |||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | |
Preferred stock, shares issued | 310,000 | 0 | |
Preferred stock, shares outstanding | 310,000 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statement of Operations | ||||||
Sales | $ 2,214,325 | $ 34,700 | $ 6,832,370 | $ 108,315 | $ 1,316,304 | $ 0 |
Cost of Goods Sold | 1,353,743 | 29,475 | 3,747,353 | 90,812 | 914,759 | 0 |
Gross Profit | 860,582 | 5,225 | 3,085,017 | 17,503 | 401,545 | 0 |
General and Administrative expense | 209,026 | 5,108 | 645,262 | 7,588 | 110,520 | 56,177 |
Salaries | 385,722 | 0 | 1,108,876 | 0 | 258,913 | 0 |
Rent | 101,528 | 30,000 | 330,998 | 50,000 | 146,013 | 10,000 |
Utilities | 30,165 | 0 | 91,861 | 0 | 29,956 | 0 |
Professional fees | 38,660 | 0 | 86,711 | 0 | 18,728 | 16,284 |
Consulting | 166,828 | 166,799 | 537,810 | 445,299 | 667,976 | 383,973 |
Depreciation | 85,806 | 0 | 273,516 | 0 | 232,271 | 0 |
Total Expenses | 1,017,735 | 201,907 | 3,075,034 | 502,887 | 1,464,377 | 466,434 |
Net Profit From Operations | (157,153) | (196,682) | 9,983 | (485,384) | (1,062,832) | (466,434) |
Other Income / (Expenses) | ||||||
Gain on Debt settlement | 0 | 0 | 312,583 | 0 | 0 | 0 |
Shares issued for inducement | (82,100) | (82,100) | ||||
Financing Fees | 0 | 0 | (1,542,700) | 0 | (36,860) | (23,800) |
Interest Expense | (56,956) | 0 | (130,150) | 0 | (70,974) | 0 |
Net Profit / (Loss) Before Income Taxes | (296,209) | (196,682) | (1,432,384) | (485,384) | (1,170,666) | (490,234) |
Income Tax Expense | 0 | 0 | 0 | 0 | 0 | 0 |
Net Profit / (Loss) | $ (269,209) | $ (196,682) | $ (1,432,384) | $ (485,384) | $ (1,170,666) | $ (490,234) |
NET PROFIT / (LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ (0.02) | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.09) | $ (0.04) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 12,662,134 | 12,508,011 | 12,605,519 | 12,508,011 | 12,508,011 | 12,508,011 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Preferred Stock | Shares To Be Issued |
Balance, shares at Dec. 31, 2017 | 508,011 | |||||
Balance, amount at Dec. 31, 2017 | $ 0 | $ 5 | $ 2,653,155 | $ (2,653,160) | ||
Contributed Capital | 10,000 | $ 0 | 10,000 | 0 | ||
Issuance of Common Stock, shares | 12,000,000 | |||||
Issuance of Common Stock, amount | 0 | $ 120 | (120) | 0 | ||
Net Loss | (10,000) | $ 0 | 0 | (10,000) | ||
Balance, shares at Dec. 31, 2018 | 12,508,011 | |||||
Balance, amount at Dec. 31, 2018 | $ 125 | 2,663,035 | (2,663,160) | $ 0 | $ 0 | |
Net Loss | (490,235) | (490,235) | ||||
Capital Contributions | 16,864 | $ 0 | 16,864 | 0 | ||
CBD Capital contribution | 500 | 500 | ||||
Balance, shares at Dec. 31, 2019 | 12,508,011 | |||||
Balance, amount at Dec. 31, 2019 | (472,871) | $ 125 | 2,680,399 | (3,153,395) | 0 | 0 |
Net Loss | (1,170,666) | (1,170,666) | ||||
Capital Contributions | 11,225 | $ 0 | 11,225 | 0 | ||
CBD Equity | 368,296 | 368,296 | ||||
Balance, shares at Dec. 31, 2020 | 12,508,011 | |||||
Balance, amount at Dec. 31, 2020 | (1,264,016) | $ 125 | 3,059,920 | (4,324,061) | 0 | 0 |
Net Loss | (1,568,475) | (1,568,475) | ||||
Commitment Shares, shares | 116,667 | |||||
Commitment Shares, amount | 388,501 | $ 12 | 388,489 | 0 | 0 | |
Warrants issued | 969,849 | 969,849 | 0 | 0 | ||
Balance, shares at Mar. 31, 2021 | 12,624,678 | |||||
Balance, amount at Mar. 31, 2021 | (1,474,141) | $ 137 | 4,418,258 | (5,892,536) | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 12,508,011 | |||||
Balance, amount at Dec. 31, 2020 | (1,264,016) | $ 125 | 3,059,920 | (4,324,061) | $ 0 | 0 |
Net Loss | (296,209) | |||||
Balance, shares at Sep. 30, 2021 | 12,662,134 | 320,800 | ||||
Balance, amount at Sep. 30, 2021 | (955,950) | $ 137 | 4,718,255 | (5,756,445) | $ 3 | 82,100 |
Balance, shares at Mar. 31, 2021 | 12,624,678 | |||||
Balance, amount at Mar. 31, 2021 | (1,474,141) | $ 137 | 4,418,258 | (5,892,536) | $ 0 | 0 |
Net Loss | 432,298 | 432,298 | ||||
Shares issued for warrant conversion, shares | 37,456 | |||||
Shares issued for warrant conversion, amount | 0 | $ 0 | 0 | |||
Preferred shares issued, shares | 10,800 | |||||
Preferred shares issued, amount | 0 | 0 | $ 0 | |||
Preferred shares issued for debt conversion, shares | 310,000 | |||||
Preferred shares issued for debt conversion, amount | 300,000 | 299,997 | 0 | $ 3 | ||
Balance, shares at Jun. 30, 2021 | 12,662,134 | 320,800 | ||||
Balance, amount at Jun. 30, 2021 | (741,843) | $ 137 | 4,718,255 | (5,460,238) | $ 3 | 0 |
Net Loss | (296,267) | (296,267) | ||||
Shares to be issued for inducement | 82,100 | 0 | 82,100 | |||
Balance, shares at Sep. 30, 2021 | 12,662,134 | 320,800 | ||||
Balance, amount at Sep. 30, 2021 | $ (955,950) | $ 137 | $ 4,718,255 | $ (5,756,445) | $ 3 | $ 82,100 |
Consolidated Statement of Cash
Consolidated Statement of Cash flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash provided (used) from operating activities | ||||
Net Income (Loss) | $ (1,432,384) | $ (485,384) | $ (1,170,666) | $ (490,234) |
Depreciation | 273,516 | 0 | 232,271 | 0 |
Gain on Debt Settlement | (312,583) | |||
Shares issued for inducement | 82,100 | 0 | ||
Change in Accounts Receivable | (221,493) | 0 | (36,274) | 0 |
Change in inventory | $ (136,757) | (76,900) | (292,232) | 0 |
Shares and warrants issued | 1,457,878 | |||
Change in other assets | $ (3,110) | 0 | (64,511) | 0 |
Change in JV liabilities | 0 | 600,000 | 600,000 | 0 |
Change in Accounts Payable and Accrued Expenses | 262,769 | 794,862 | 1,388,237 | 433,115 |
Change in Accrued Expenses - related party | 6,360 | 0 | 14,235 | 0 |
Change in Unearned Revenue | 48,468 | 0 | 149,966 | 0 |
Net cash provided (used) from operating activities | 24,764 | 832,578 | 821,026 | (57,119) |
Cash used in investing activities | ||||
Purchase of Equipment | (807,010) | (2,107,450) | (2,302,687) | 0 |
Investment in series B | 0 | 0 | (50,000) | 0 |
Shareholder loan | 0 | 0 | (50,000) | 0 |
Investment in XLR | 0 | 0 | (300,000) | 0 |
Net cash used in investing activities | (807,010) | (2,107,450) | (2,702,687) | 0 |
Cash provided by financing activities | ||||
Proceeds from Notes Payable | 1,245,623 | 911,000 | 1,452,500 | 40,800 |
Payment on Notes Payable | (202,300) | |||
Contributed Capital | 0 | 368,296 | 379,521 | 17,364 |
Proceeds from Notes Payable related parties | (29,300) | 0 | 120,800 | 0 |
Net cash provided by financing activities | 1,014,023 | 1,279,296 | 1,952,821 | 58,164 |
Net Increase (Decrease) In Cash | 231,777 | 4,424 | 71,160 | 1,045 |
Cash At Beginning of Period | 72,205 | 1,045 | 1,045 | 0 |
Cash At End of Period | 303,982 | 5,469 | 72,205 | 1,045 |
Supplemental Cashflow Information | ||||
Interest Paid | 0 | 0 | 0 | 0 |
Taxes Paid | $ 0 | $ 0 | $ 0 | $ 0 |
BUSINESS ACTIVITY
BUSINESS ACTIVITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BUSINESS ACTIVITY | ||
NOTE 1 - BUSINESS ACTIVITY | 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 Bloomios manufactures, markets and distributes U.S. hemp-derived supplements and cosmetic products through wholesale and retail distribution channels in the U.S. through its 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 products that includes over 220 products across 12 categories in addition to custom formulation and manufacturing services. Our product categories include edibles, tinctures, oils, salves, capsules, balms, lotions, creams, beverages, pet treats, premium packaged smokable hemp flower and pre-rolled hemp joints. 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 operation with plans to sell direct-to-consumers in the future. | NOTE 1 – BUSINESS ACTIVITY 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 |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOING CONCERN | ||
NOTE 2 - GOING CONCERN | 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 $955,950 and a net loss of $296,209 for the three months ended September 30, 2021. The Company also had an accumulated deficit of $5,756,445 as of September 30, 2021. 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; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements; and 3) focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources. | NOTE 2 – GOING CONCERN 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 $1,264,016 and a net loss of $1,170,666 for the year ended December 31, 2020. The company also had an accumulated deficit of $4,324,061 as of December 31, 2020. 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 these aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
NOTE 3 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 February 11, 2021, the Company entered into a non-binding Letter of (the “LOI”) with CBD Brand Partners, LLC., a Wyoming limited liability company (“CBDBP”). Under the terms of the LOI, the Company agreed to acquire CBDBP as its wholly owned subsidiary by merging CBDBP with the Company (the “Merger”), such that the Company would acquire all of the outstanding membership interests of CBDBP and the holders of the membership interests 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 1,200,000 shares of Series C Preferred Stock. 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 $.00001 per share (the par value) and 800 shares of its Series B Preferred Stock at $.00001 per share (the par value), and no shares of the Series C Preferred Stock, 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 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 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 September 30, 2021, and December 31, 2020, we had a reserve for potentially un-collectable accounts of $26,000 and $0 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. 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 September 30, 2021, and December 31, 2020, we had a reserve for potentially obsolete inventory of $150,000 and $0 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 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years 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),” 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. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance 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. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the Company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met). Also, from time to time we require deposits from our customers. As of September 30, 2021, and December 31, 2020, we had $198,434 and $149,966 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; 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. 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. At September 30, 2021, we had outstanding common shares of 12,662,134 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended September 30, 2021, and 2020, were 12,662,134 and 12,508,011 respectively. As of September 30, 2021, we had convertible notes to potentially convert into approximately 1,327,778 of additional common shares and 1,004,273 common stock warrants convertible into an additional 740,305 common shares. Fully diluted weighted average common shares and equivalents for the three and nine months ended September 30, 2020 and 2021, were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development expense during the three and nine months ended September 30, 2021, and 2020. Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation 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 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 the nine months ended September 30, 2021, the Company had no share-based expense. 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%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. 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 September 30, 2021, we had a net operating loss carry-forward of approximately $(5,756,445) and a deferred tax asset of $1,208,853 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 $(1,208,853). 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. At September 30, 2021, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. September 30, 2021 December 31, 2020 Deferred Tax Asset $ 1,208,853 $ 908,053 Valuation Allowance (1,208,853 ) (908,053 ) Deferred Tax Asset (Net) $ - $ - 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. 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 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 February 11, 2021, the Company entered into a non-binding Letter of (the “LOI”) with CBD Brand Partners, LLC., a Wyoming limited liability company (“CBDBP”). Under the terms of the LOI, the Company agreed to acquire CBDBP as its wholly owned subsidiary by merging CBDBP with the Company (the “Merger”), such that the Company would acquire all of the outstanding membership interests of CBDBP and the holders of the membership interests 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 1,200,000 shares of Series C Preferred Stock. 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 $.00001 per share (the par value) and 800 shares of its Series B Preferred Stock at $.00001 per share (the par value), and no shares of the Series C Preferred Stock, 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 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 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 December 31, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $0 and $0 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. 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 December 31, 2020, and 2019, we had a reserve for potentially obsolete inventory of $0. 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 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years 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),” 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. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance 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.The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) Also from time to time we require deposits from our customers. As of December 31, 2020, and 2019 we had $149,966 and $0 of deferred revenue. 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; 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. 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. At December 31, 2020, we had outstanding common shares of 12,508,011 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the years ended December 31, 2020 and 2019 were 12,508,011. As of December 31, 2020, we had convertible notes to potentially convert into approximately 1,011,500 of additional common shares and 390,000 common stock warrants convertible into an additional 390,000 common shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development R&D expense during the three and nine months ended December 31, 2020 and 2019. Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation 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 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 the years ended December 31, 2020 and 2019, the company had no share-based expense. 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 months ended September 30, 2020 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. 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 December 31, 2020, we had a net operating loss carry-forward of approximately $(4,324,061) and a deferred tax asset of $908,053 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 $(908,053). 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. At December 31, 2020, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2020 December 31, 2019 Deferred Tax Asset $ 908,053 $ 662,213 Valuation Allowance (908,053 ) (662,213 ) Deferred Tax Asset (Net) $ - $ - 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. 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. |
WRITE-OFF OF PAYABLES, RELATED
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | ||
NOTE 4 - WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | 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, 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 Therefore, the Company made the decision to write-off the Related Party Loans, Accrued 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. | NOTE 4 -WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT The last debts incurred by the Company was in 2007, 13 years ago. No new loans have been identified since the last filing and since the new owner has acquired the Company. The new management of 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, 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 Therefore, the Company made the decision to write-off the Related Party Loans, Accrued Interest and Other Payables totaling $823,160 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. |
EQUITY
EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQUITY | ||
NOTE 5 - EQUITY | NOTE 5 - 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 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. 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. Total issued and outstanding shares as of September 30, 2021, is 12,662,134. 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. 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. 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 5 – EQUITY The Company is authorized to issue 945,000,000 Common Shares at $.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. Total issued and outstanding shares as of December 31, 2020 is 12,508,011. |
MATERIAL EVENTS
MATERIAL EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
MATERIAL EVENTS | ||
NOTE 6 - MATERIAL EVENTS | NOTE 6 - 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. 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. 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. 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 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. 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. 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. | NOTE 6 – 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. 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. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
NOTES PAYABLE | ||
NOTE 7 - NOTES PAYABLE | 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 of 8% 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. 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 is $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 is $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 is $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 $1,666,667 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 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. The 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. 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 anti-dilution protection provisions, and have an exercise price of $1.75 per share for 142,857 of the Warrants, and $2.25 per share for 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. | 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 March 31, 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 March 31, 2020. On March 31, 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. 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 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 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 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 December 31, 2020 was $0. On June 5, 2020 the company entered into a promissory note with a in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of March 31, 2020. This note was offset against an account receivable in the fourth quarter of 2020 and the balance due as of December 31, 2020 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. 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. On July 27, 2020 the company entered into a promissory note 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 November 30, 2020 the company entered into a secured convertible promissory note for $202,300, with an interest rate of 6% per annum. The note is convertible at $.20 per share. To date, 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. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
NOTE 8 - WARRANTS | 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. 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. 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 654,273 1.78 654,273 1.78 Converted (40,000 ) 0.260 0.260 Expired - - - - - - - Outstanding September 30, 2021 1,004,273 $ 1.51 1,004,273 1.51 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
NOTE 9 - SUBSEQUENT EVENTS | 9 - SUBSEQUENT EVENTS On October 18, 2021, Yaron Elkayam was appointed President of Bloomios Private Label, LLC., a wholly owned subsidiary of Bloomios. On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded 2,600,000 of the total 3,000,000 options that are available under the plan. On November 1, 2021, the Company issued 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2021, 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. | NOTE 8 - SUBSEQUENT EVENTS On February 11, 2021, the Company entered into a non-binding Letter of (the “LOI”) with CBD Brand Partners, LLC., a Wyoming limited liability company (“CBDBP”). Under the terms of the LOI, the Company agreed to acquire CBDBP as its wholly owned subsidiary by merging CBDBP with and into a 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 1,200,000 shares of Series C Preferred Stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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. | 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 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. | 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 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 September 30, 2021, and December 31, 2020, we had a reserve for potentially un-collectable accounts of $26,000 and $0 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. | 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 December 31, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $0 and $0 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. |
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 September 30, 2021, and December 31, 2020, we had a reserve for potentially obsolete inventory of $150,000 and $0 respectively. | 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 December 31, 2020, and 2019, we had a reserve for potentially obsolete inventory of $0. |
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 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years | 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 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
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. | 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),” 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. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance 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. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the Company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met). Also, from time to time we require deposits from our customers. As of September 30, 2021, and December 31, 2020, we had $198,434 and $149,966 of deferred revenue respectively. | The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” 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. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance 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.The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) Also from time to time we require deposits from our customers. As of December 31, 2020, and 2019 we had $149,966 and $0 of deferred revenue. |
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; 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. 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. | 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; 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. 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. | 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. At September 30, 2021, we had outstanding common shares of 12,662,134 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended September 30, 2021, and 2020, were 12,662,134 and 12,508,011 respectively. As of September 30, 2021, we had convertible notes to potentially convert into approximately 1,327,778 of additional common shares and 1,004,273 common stock warrants convertible into an additional 740,305 common shares. Fully diluted weighted average common shares and equivalents for the three and nine months ended September 30, 2020 and 2021, were withheld from the calculation as they were considered anti-dilutive. | Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2020, we had outstanding common shares of 12,508,011 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the years ended December 31, 2020 and 2019 were 12,508,011. As of December 31, 2020, we had convertible notes to potentially convert into approximately 1,011,500 of additional common shares and 390,000 common stock warrants convertible into an additional 390,000 common shares. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. |
Research and Development | We had no amounts of research and development expense during the three and nine months ended September 30, 2021, and 2020. | We had no amounts of research and development R&D expense during the three and nine months ended December 31, 2020 and 2019. |
Share-Based Compensation | The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation 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 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 the nine months ended September 30, 2021, the Company had no share-based expense. | The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation 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 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 the years ended December 31, 2020 and 2019, the company had no share-based expense. |
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%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. 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 September 30, 2021, we had a net operating loss carry-forward of approximately $(5,756,445) and a deferred tax asset of $1,208,853 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 $(1,208,853). 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. At September 30, 2021, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. September 30, 2021 December 31, 2020 Deferred Tax Asset $ 1,208,853 $ 908,053 Valuation Allowance (1,208,853 ) (908,053 ) Deferred Tax Asset (Net) $ - $ - | 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 months ended September 30, 2020 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. 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 December 31, 2020, we had a net operating loss carry-forward of approximately $(4,324,061) and a deferred tax asset of $908,053 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 $(908,053). 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. At December 31, 2020, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2020 December 31, 2019 Deferred Tax Asset $ 908,053 $ 662,213 Valuation Allowance (908,053 ) (662,213 ) Deferred Tax Asset (Net) $ - $ - |
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. | 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. |
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. | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of Property and Equipment | Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years | Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
Schedule of Income Taxes | September 30, 2021 December 31, 2020 Deferred Tax Asset $ 1,208,853 $ 908,053 Valuation Allowance (1,208,853 ) (908,053 ) Deferred Tax Asset (Net) $ - $ - | December 31, 2020 December 31, 2019 Deferred Tax Asset $ 908,053 $ 662,213 Valuation Allowance (908,053 ) (662,213 ) Deferred Tax Asset (Net) $ - $ - |
WRITE-OFF OF PAYABLES, RELATE_2
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | ||
Schedule of all existing liabilities | 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 | 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 (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
Schedule of 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 654,273 1.78 654,273 1.78 Converted (40,000 ) 0.260 0.260 Expired - - - - - - - Outstanding September 30, 2021 1,004,273 $ 1.51 1,004,273 1.51 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
GOING CONCERN | ||||||||
Accumulated Deficit | $ (5,756,445) | $ (5,756,445) | $ (4,324,061) | $ (3,153,395) | ||||
Net loss | (296,267) | $ 432,298 | $ (1,568,475) | (296,209) | (1,170,666) | (490,235) | $ (10,000) | |
Stockholder's equity | $ (955,950) | $ (741,843) | $ (1,474,141) | $ (955,950) | $ (1,264,016) | $ (472,871) | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Furniture And Fixtures [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | 3 years |
Furniture And Fixtures [Member] | Maximum [Member] | ||
Estimated useful life | 7 years | 7 years |
Euipments [Member] | Maximum [Member] | ||
Estimated useful life | 10 years | 10 years |
Leasehold Improvements [Member] | ||
Estimated useful life | 7 years | 7 years |
Euipment [Member] | Minimum [Member] | ||
Estimated useful life | 7 years | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred tax assets | $ 1,208,853 | $ 908,053 | $ 662,213 |
Valuation allowance | (1,208,853) | (908,053) | (662,213) |
Deferred tax assets (Net) | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 12, 2021 | Feb. 11, 2021 | |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||
Potentially un-collectable accounts | 26,000 | 0 | $ 0 | |||||
Net operating loss carry-forward | (5,756,445) | (5,756,445) | (4,324,061) | |||||
Inventory | $ 150,000 | $ 150,000 | $ 0 | |||||
Additional warrants convertible, shares | 740,305 | 390,000 | ||||||
Deferred tax assets future periods | 20 years | 20 years | ||||||
Conversion of notes into common share | 1,011,500 | |||||||
Common stock shares outstanding | 12,662,134 | 12,662,134 | 12,508,011 | |||||
Valuation allowance | $ (1,208,853) | $ (1,208,853) | $ (908,053) | (662,213) | ||||
Federal tax rate | 21.00% | 21.00% | 35.00% | |||||
Statutory rate | 21.00% | 21.00% | ||||||
Deferred tax assets | 1,208,853 | $ 1,208,853 | $ 908,053 | 662,213 | ||||
Reserve of obsolete inventory | 0 | 0 | ||||||
Deferred revenue | $ 198,434 | $ 198,434 | $ 149,966 | $ 0 | ||||
Weighted average common shares basic | 12,662,134 | 12,508,011 | 12,508,011 | 12,508,011 | ||||
Additional common shares | 1,327,778 | 1,327,778 | 390,000 | |||||
Additional common warrants | 1,004,273 | 1,004,273 | ||||||
Preferred stock, shares issued | 310,000 | 310,000 | 0 | |||||
Preferred Stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
XLR Medical Corp [Member] | ||||||||
Assets, net business acquisition | $ (30,000) | $ (30,000) | ||||||
Par value, transaction cost | $ 0.00001 | $ 0.00001 | ||||||
Series B Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 800 | 800 | 0 | |||||
Preferred Stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 310,000 | 310,000 | 0 | |||||
Preferred Stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 10,000 | 10,000 | 0 | |||||
Preferred Stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
CBD Brand Partners [Member] | Series B Preferred Stock [Member] | ||||||||
Prederred stock shares received upon merger | 800 | |||||||
Preferred stock, shares issued | 800 | |||||||
Preferred Stock, shares par value | $ 0.00001 | |||||||
CBD Brand Partners [Member] | Series C Preferred Stock [Member] | ||||||||
Prederred stock shares received upon merger | 1,200,000 | |||||||
CBD Brand Partners [Member] | Series A Preferred Stock [Member] | ||||||||
Prederred stock shares received upon merger | 10,000 | |||||||
Preferred stock, shares issued | 10,000 | |||||||
Preferred Stock, shares par value | $ 0.00001 |
WRITEOFF OF PAYABLES RELATED PA
WRITEOFF OF PAYABLES RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONME (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2007 | Jan. 31, 2007 |
WRITEOFF OF PAYABLES RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONME (Details) | |||||
Accounts payable | $ 1,957,104 | $ 1,747,852 | $ 433,116 | $ 94,888 | $ 85,225 |
Accrued liabilities | 25,347 | 18,935 | |||
Due to related parties | 91,500 | 120,800 | 0 | 293,931 | 248,636 |
Loans payable | 409,000 | 397,000 | |||
Total Liabilities | $ 5,159,966 | $ 4,457,673 | $ 473,916 | $ 823,166 | $ 749,796 |
WRITEOFF OF PAYABLES RELATED _2
WRITEOFF OF PAYABLES RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT (Details Narrative) | Jan. 31, 2017USD ($) |
WRITEOFF OF PAYABLES RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONME (Details) | |
Write off other liabilities | $ 823,166 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Jul. 09, 2021 | Apr. 02, 2021 | Apr. 21, 2021 | Nov. 30, 2018 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 23, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Commitment shares for issuance | 116,667 | 116,667 | 116,667 | ||||||||
Common stock, shares authorized | 945,000,000 | 950,000,000 | 950,000,000 | ||||||||
Common stock, shares outstanding | 12,662,134 | 12,508,011 | 12,508,011 | ||||||||
Common stock, shares issued | 12,662,134 | 12,508,011 | 12,508,011 | ||||||||
Common stock, shares issuance | 12,508,011 | ||||||||||
Common stock, shares outstanding | 12,508,011 | ||||||||||
Preferred Stock Shares Authorized | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, shares issued | 310,000 | 0 | |||||||||
Perferred stock, shares outstanding | 310,000 | 0 | |||||||||
Common stock conversion shars | 37,456 | ||||||||||
Conversion of warrant shares | 310,000 | 40,000 | |||||||||
Warrants issued | $ 37,456 | $ 969,849 | |||||||||
Mr. Glass [Member] | |||||||||||
Stock issued during the period, shares | 12,000,000 | ||||||||||
Stock issued during the period, aggregate price | $ 120 | ||||||||||
Capitalization [Member] | |||||||||||
Common stock, shares authorized | 950,000,000 | 945,000,000 | |||||||||
Preferred Stock Shares Authorized | 5,000,000 | ||||||||||
Burdell Partners, LLC [Member] | |||||||||||
Common stock, shares issued | 20,000 | 12,508,011 | 12,508,011 | ||||||||
Purchase of aggregate common stock | $ 6,500,000 | ||||||||||
Warrants issued | $ 50,000 | ||||||||||
Issuance of common stock | 50,000 | ||||||||||
Purchase of shares | 100,000 | ||||||||||
Maximum purchase amount | $ 500,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Common stock, shares par value | $ 0.00001 | $ 0.00001 | |||||||||
Preferred Stock Shares Authorized | 10,000 | 10,000 | |||||||||
Preferred stock, shares issued | 10,000 | 0 | |||||||||
Perferred stock, shares outstanding | 10,000 | 0 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Common stock, shares par value | $ 0.00001 | $ 0.00001 | |||||||||
Preferred Stock Shares Authorized | 800 | 800 | |||||||||
Preferred stock, shares issued | 800 | 0 | |||||||||
Perferred stock, shares outstanding | 800 | 0 | |||||||||
Conversion rate | 10.00% | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Common stock, shares par value | $ 0.00001 | $ 0.00001 | |||||||||
Preferred Stock Shares Authorized | 3,000,000 | 3,000,000 | |||||||||
Preferred stock, shares issued | 310,000 | 0 | |||||||||
Perferred stock, shares outstanding | 310,000 | 0 | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Preferred Stock Shares Authorized | 10,000 | ||||||||||
Common stock conversion shars | 50 | ||||||||||
Voting description | 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 | ||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||
Price per share | $ 100 |
MATERIAL EVENTS (Details Narrat
MATERIAL EVENTS (Details Narrative) - USD ($) | Jul. 09, 2021 | Apr. 12, 2021 | Feb. 10, 2021 | Jun. 16, 2021 | Apr. 21, 2021 | Mar. 25, 2021 | Jan. 19, 2021 | Nov. 30, 2020 | Nov. 30, 2018 | Mar. 31, 2021 | Sep. 30, 2021 |
Secured convertible promissory note | $ 203,000 | ||||||||||
Additional warrant | 100,000 | 350,000 | 100,000 | ||||||||
Warrant shares | 350,000 | 1,457,878 | |||||||||
Warrant period | 5 years | ||||||||||
Exercise price | $ 1 | ||||||||||
Pay-off letter agreement amount | $ 252,875 | ||||||||||
Aggregate principal amount | $ 1,666,667 | ||||||||||
Series A Preferred Stock shares | 10,000 | ||||||||||
Series B Preferred Stock shares | 800 | ||||||||||
Series C Preferred Stock shares | 3,000,000 | ||||||||||
Original issue discount | 166,667 | ||||||||||
Purchase price of note | 1,500,000 | ||||||||||
Initial tranche, amount | 700,000 | ||||||||||
Debt conversion face amount | $ 777,778 | ||||||||||
Anti dilutive securities description | 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 | ||||||||||
Benefically ownership percantage | 4.99% | ||||||||||
Warrants issued | $ 37,456 | $ 969,849 | |||||||||
XLR Medical Corp [Member] | |||||||||||
Series A Preferred Stock shares | 10,000 | ||||||||||
Series B Preferred Stock shares | 800 | ||||||||||
Mr. Glass [Member] | |||||||||||
Stock issued during the period, shares | 12,000,000 | ||||||||||
Stock issued during the period, aggregate price | $ 120 | ||||||||||
Mr Evans [Member] | |||||||||||
Compensation per month | $ 25,000 | ||||||||||
Mr. Bennett [Member] | |||||||||||
Compensation per month | 12,500 | ||||||||||
Burdell Partners, LLC [Member] | |||||||||||
Purchase of aggregate common stock | $ 6,500,000 | ||||||||||
Maximum purchase amount | $ 500,000 | ||||||||||
Purchase of shares | 100,000 | ||||||||||
Issuance of common stock | 50,000 | ||||||||||
Warrants issued | $ 50,000 | ||||||||||
Mr. Michael Hill [Member] | |||||||||||
Compensation per month | $ 25,000 | ||||||||||
Monthy compensation amount | $ 25,000 | ||||||||||
Investors [Member] | |||||||||||
Stock issued during the period, shares | 116,667 | ||||||||||
Interest rate description | 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 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 11, 2021 | Apr. 02, 2021 | Jan. 05, 2021 | Jul. 08, 2020 | Jun. 11, 2020 | Jun. 08, 2020 | Jun. 05, 2020 | Jun. 04, 2020 | May 05, 2020 | Jan. 11, 2019 | Apr. 21, 2021 | Mar. 25, 2021 | Jan. 19, 2021 | Nov. 30, 2020 | Jul. 27, 2020 | Feb. 29, 2020 | Jun. 30, 2019 | Feb. 19, 2019 | Nov. 30, 2018 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Interest rate | 8.00% | 3.75% | 8.00% | 8.00% | 1.00% | 6.00% | 9.00% | 8.00% | ||||||||||||||||
Maturity Date | Apr. 5, 2021 | Aug. 15, 2022 | Sep. 11, 2020 | Sep. 8, 2020 | Aug. 15, 2022 | Aug. 15, 2022 | Feb. 19, 2020 | |||||||||||||||||
Promissory note issued to related party | $ 20,331 | $ 150,000 | $ 10,000 | $ 10,000 | $ 310,000 | $ 203,000 | $ 300,000 | $ 17,000 | ||||||||||||||||
Accounts receivable | $ 257,767 | $ 36,274 | $ 0 | |||||||||||||||||||||
Proceeds from lease | $ 300,000 | |||||||||||||||||||||||
Settlement of lease by shares | 310,000 | 40,000 | ||||||||||||||||||||||
Debt Convertible price per share | $ 2 | $ 1 | $ 1 | |||||||||||||||||||||
Additionally warrants | 100,000 | 350,000 | 100,000 | |||||||||||||||||||||
Debt conversion face amount | $ 777,778 | |||||||||||||||||||||||
Commitment shares for issuance | 116,667 | 116,667 | 116,667 | |||||||||||||||||||||
Mr. Glass [Member] | ||||||||||||||||||||||||
Contribution for expenses and fees | $ 26,864 | |||||||||||||||||||||||
Third party [Member] | ||||||||||||||||||||||||
Debt conversion face amount | $ 777,778 | |||||||||||||||||||||||
Aggregate purchase price | $ 1,666,667 | |||||||||||||||||||||||
Agreement description | 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 | |||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Interest rate | 8.00% | 9.90% | 8.00% | 8.00% | ||||||||||||||||||||
Maturity Date | Sep. 5, 2020 | Jan. 1, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | ||||||||||||||||||||
Promissory note issued to related party | $ 20,000 | $ 531,000 | $ 9,300 | $ 9,300 | ||||||||||||||||||||
Accounts receivable | 0 | |||||||||||||||||||||||
Promissory Note 1 [Member] | ||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Maturity Date | Jun. 30, 2020 | Feb. 28, 2021 | Mar. 30, 2020 | Mar. 30, 2020 | ||||||||||||||||||||
Promissory note issued to related party | $ 10,000 | $ 60,000 | $ 14,500 | $ 14,500 | ||||||||||||||||||||
Accounts receivable | $ 0 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt Convertible price per share | $ 1.75 | |||||||||||||||||||||||
Promissory note, principal amount | $ 1,100,000 | |||||||||||||||||||||||
Debt term | 60 years | |||||||||||||||||||||||
Descriotion of ownership percentage | 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 | |||||||||||||||||||||||
Face value of note | $ 550,000 | |||||||||||||||||||||||
Closing price of note | 500,000 | |||||||||||||||||||||||
Aggregate purchase price of debt | $ 1,000,000 | |||||||||||||||||||||||
Warrants issued, tranche One | 111,111 | |||||||||||||||||||||||
Warrants Issued | 142,857 | |||||||||||||||||||||||
Exercise price, tranche One | $ 2.25 | |||||||||||||||||||||||
5-Year Warrants [Member] | ||||||||||||||||||||||||
Debt Convertible price per share | $ 1.50 | |||||||||||||||||||||||
Commitment shares for issuance | 116,667 | |||||||||||||||||||||||
Original issue discount | $ 77,778 | |||||||||||||||||||||||
Letter Agreement [Member] | ||||||||||||||||||||||||
Amount paid | $ 252,875 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants - Common Share Equivalents [Member] | |
Shares outstanding, beginning balance | shares | 390,000 |
Warrants - Common Share Equivalents, additions | shares | 654,273 |
Warrants - Common Share Equivalents, Converted | shares | (40,000) |
Shares outstanding, ending balance | shares | 1,004,273 |
Warrants Exercisable Common Share Equivalents [Member] | |
Warrants exercisable - Common Share Equivalents, beginning balance | shares | 390,000 |
Warrants exercisable - Common Share Equivalents, addition | shares | 654,273 |
Warrants exercisable - Common Share Equivalents, ending balance | shares | 1,004,273 |
Weighted Average Exercise price, beginning balance | $ 0.63 |
Weighted Average Exercise price, additions | 1.78 |
Weighted Average Exercise price, converted | 0.260 |
Weighted Average Exercise price, ending balance | 1.51 |
Weighted Average Exercise Price [Member] | |
Weighted Average Exercise price, beginning balance | 0.63 |
Weighted Average Exercise price, additions | 1.78 |
Weighted Average Exercise price, converted | 0.260 |
Weighted Average Exercise price, ending balance | $ 1.51 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Jul. 11, 2021 | Jul. 09, 2021 | Apr. 21, 2021 | Mar. 26, 2021 | Mar. 22, 2021 | Jan. 19, 2021 | Nov. 30, 2020 | Mar. 31, 2021 | Mar. 25, 2021 |
Cashless warrants | 40,000 | ||||||||
Warrants issued | $ 37,456 | $ 969,849 | |||||||
Exercise price | $ 1 | $ 1 | $ 2 | ||||||
Five-Year Common Stock [Member] | |||||||||
Warrants issued | $ 142,857 | $ 50,000 | $ 16,971 | $ 116,667 | $ 100,000 | $ 350,000 | |||
Exercise price | $ 1.75 | $ 2 | $ 3.30 | $ 1.50 | $ 1 | $ 1 | |||
Five-Year Common Stock One [Member] | |||||||||
Warrants issued | $ 111,111 | $ 116,667 | $ 40,000 | ||||||
Exercise price | $ 2 | $ 2 | $ 0.264 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 1 Months Ended | ||
Nov. 01, 2021 | Oct. 18, 2021 | Feb. 11, 2021 | |
CBD Brand Partners [Member] | Series B Preferred Stock [Member] | |||
Prederred stock shares received upon merger | 800 | ||
CBD Brand Partners [Member] | Series C Preferred Stock [Member] | |||
Prederred stock shares received upon merger | 1,200,000 | ||
CBD Brand Partners [Member] | Series A Preferred Stock [Member] | |||
Prederred stock shares received upon merger | 10,000 | ||
Subsequent Event [Member] | |||
Common stock shares issued pursuant to an amendment to a senior debt | 20,000 | ||
Bloomios 2021 Incentive Stock Plan [Member] | Subsequent Event [Member] | |||
Stock options authorised, related party | 3,000,000 | ||
Stock options awarded, related party | 2,600,000 |