BLOOMIOS, INC. (Form: 8-K, Received: 04/20/2021 17:15:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2021 (April 9, 2021)

BLOOMIOS, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-206764

88-0488851

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 W. Montecito Street

Santa Barbara, CA 93101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (805) 222-6330

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		XLRM		OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.

Introductory Note

Bloomios, Inc. (fka XLR Medical Corp.) acquired CBD Brand Partners LLC on April 12, 2021. XLR, the parent company, has amended and restated its articles of incorporation to, among other things, rename the Company Bloomios, Inc., amend the fiscal year to December 31, and to authorize the issuance of preferred stock. The Company has provided Form 10 Information below.

Item 1.01 Entry into a Material Definitive Agreement.

As stated in our 8-K filing dated April 12, 2021, on April 12, 2021, Bloomios (the “Company”), acquired CBD Brand Partners, LLC (“CBDBP”). Bloomios issued 10,000 shares of its Series A Preferred Stock and 800 shares of its Series B Preferred Stock as purchase price.

The foregoing description of the Acquisition Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as an exhibit to the Current Report on Form 8-K filed on April 12, 2021, and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.01. Form 10 Information is included in this Form 8-K Current Report.

Item 2.03 Settlement of a Direct Financial Obligation.

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.

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.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in response to Item 2.03 of this report is incorporated by reference to this item 3.02.

Item 3.03 Material Modification to Right of Security Holders.

The information provided in response to Item 5.03 of this report is incorporated by reference to this item 3.03.

Item 5.01 Changes in Control of Registrant.

Pursuant to the Merger, the Company in no longer a shell company and is providing the Form 10 Information as required in this Form 8-K Current Report.

Forward-Looking Statements

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, or some of the information incorporated herein by reference, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.

Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.

Business

The Company is an integrated, seed-to-shelf operation which includes the growing, processing, extraction, and manufacture of cannabidiol (“CBD”) products. The Company believes that it is positioned to become an industry leader. It maintains the highest standards, is GMP certified and tracks its products utilizing a proprietary system to maintain chain of custody and to ensure the safety and efficacy of its products. The Company continues to make improvements in order to build on and maintain its competitive advantage.

History

Bloomios (“we,” “us,” the “Company” or like terms) was incorporated in the State of Nevada on February 2, 2001, under the name Relay Mines Limited in order to pursue the exploration and development of mining claims located in British Columbia, Canada.

During the quarter ended March 31, 2002, the Company conducted a registered public offering under the Securities Act in which it raised $11,000 from the sale of 110,000 shares of common stock at a public offering price of $0.10 per share.

On September 13, 2004, the Company merged with TSI Medical Corp., which was developing a cancer treatment technology in a joint venture with Exelar Corporation, at which time we abandoned our mining operations. As of September 2, 2005, Exelar Medical Corporation, the joint venture company in which we were a partner (“EMC”), defaulted on its obligations under a Technology Transfer Agreement with the inventor of the technology being developed by EMC and the inventor repossessed the technology from EMC.

Commencing with the quarterly report on Form 10-Q for the period ended October 31, 2005, the Company began filing periodic reports under the Exchange Act as a “shell” company.

On November 30, 2006, the Company filed a Certificate of Change with the Nevada Secretary of State providing for the reduction in the number of authorized shares of common stock from 100,000,000 shares to 2,000,000 shares and a corresponding reverse split of outstanding shares of common stock so that every fifty shares of common stock outstanding were exchanged for one share of common stock.

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.

On March 27, 2013, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State to increase the number of shares of common stock it is authorized to issue from 2,000,000 shares to 950,000,000 shares.

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 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 Merger was completed, and the Company acquired CBDBP. The Company issued 10,000 shares of its Series A Preferred Stock and 800 shares of its Series B Preferred Stock, and no shares of the Series C Preferred Stock, as the purchase price.

Current Operations and Strategy

As previously reported, the Company acquired CBDBP on April 12, 2021. The Company is an integrated, seed-to-shelf operation which includes the growing, processing, extraction, and manufacture of cannabidiol (“CBD”) products. The Company has its headquarters in Santa Barbara, California and has operations in Newberg, Oregon and Daytona Beach, Florida. The Company intends to grow by way of an acquisition strategy that is currently in development. Currently, the Company is principally a business-to-business operation with plans to sell directly to consumers in the future.

Ramifications of Our Shell Company Status

Historically, the Company had no revenue, no assets and no specific business plan or purpose. As a result of the Merger the Company is no longer a Shell Company and is now a development stage company with revenue, employees, assets, and liabilities Our previous status as a shell company will impact the Company and its shareholders in many ways, some of which are described below.

Shell Company Status

We have historically been classified as a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a former shell company, we are subject to various laws, regulations and restrictions, including that we will be subject to restrictions on our use of Form S-8 to register stock that we may issue to our employees and consultants and you will be subject to restrictions from relying on Rule 144 for the resale of your common stock, as described below.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company and is what this filing is intended to accomplish.

Rule 144 under the Act provides an exemption from the registration requirements of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However, Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours has been historically classified or any issuer that has been at any time previously a shell company, except if the following conditions are met:

	●	The issuer of the securities that was formerly a shell company has ceased to be a shell company;
	●	The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
	●	The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and
	●	At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result of our classification as a shell company, our investors are not permitted to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities, until 12 months from the filing of this Form 8-K.

Application of Penny Stock Rules

Our common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, among other things, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult for us and you to sell your common stock.

Emerging Growth Company and Smaller Reporting Company Status

Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large-accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

Smaller Reporting Company

We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or less than $100 million in annual revenues and no public float or a public float of less than $700 million. To the extent that we remain a smaller reporting company, we will have reduced disclosure requirements for our public filings, including: (1) less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and (2) the requirement to provide only two years of audited financial statements, instead of three years. In addition, until such time as the public float of our common stock exceeds $75 million, we will be a non-accelerated filer and will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act.

Employees

The Company has approximately 70 employees.

Risk Factors

As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.

Properties

We maintain our principal executive offices at 201 W Montecito St, Santa Barbara, California, where our Chief Executive Officer maintains a business office. We use this office space free of charge.

The Company leases a 51,000 square foot facility from a third party in Daytona Beach, Florida. The lease is a sublease and calls for monthly base rent of $28,177.50 from May 2020 through April 2021, monthly base rent of 28,741.05 from May 2021 to April 2022, and monthly base rent of $29,315 from May 2022 to April 2023. The Company has an option to extend the lease for a period of 4 years on similar terms.

The Company leases an 8,000 square foot facility on 15 acres on a month-to-month basis at a rate of $10,000. This lease is with a related party.

Security Ownership of Certain Beneﬁcial Owners and Management

The following table sets forth, as of the date of this Annual Report, certain information regarding beneficial ownership of our common stock by (i) each person who is known by us to beneficially own more than 5% of the outstanding shares of common stock; (ii) each of our directors and officers; and (iii) all officers and directors as a group.

The applicable percentage of ownership is based on 12,508,011 shares of common stock outstanding as of the date of this report. The business address of each person named in the table below is in care of the Company.

Name of Beneficial Owner	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned
CBD Brand Partners, LLC. (1)(2)		11,750,000		93.94	%
Bryan Glass		250,000		2.00	%
All officers and directors as a group (1 person)		12,000,000		95.94	%

(1) The address for CBD Brand Partners, LLC. is 201 W. Montecito Street, Santa Barbara, CA 93101. Includes 11,750,000 shares of common stock.

(2) Michael Hill is a beneficial owner of CBD Brand Partners, LLC.

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.

Directors and Executive Oﬃcers

Members of our Board of Directors are elected by the stockholders to a term of one year and serve until their successors are elected and qualified. Our officers are appointed by our Board to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. Our Board has no nominating, audit or compensation committees.

The following table lists our officers and directors as of the date of this Current Report:

Name		Age		Title
Michael Hill		44		Chief Executive Officer, Chief Financial Officer and Director

Background Information about our Officers and Directors

Michael Hill was appointed as the Chief Executive Officer, Chief Financial Officer and sole Director of the Company on November 30, 2020. Mr. Hill is a seasoned executive and corporate advisor with over 15 years in both the private and public sectors. He has held leadership roles and consulted for a variety of domestic and international companies across a wide spectrum of industries. Michael has led and completed multiple mergers and acquisitions of a variety of companies, more specifically advertising, streaming media, data management, e-commerce, mobile and ad-tech driven companies. He has a deep understanding and technical experience in both pre-transaction and post-transaction operational planning and integration. Prior to this work, Mr. Hill served in the United States Navy, receiving the honor of Enlisted Surface Warfare Specialist. We further believe that Mr. Hill is qualified to serve as CEO, CFO and as Director of the Company because of his extensive involvement with public companies during the course of his career.

The term of office of our director expires at the Company’s annual meeting of stockholders or until his successor is duly elected and qualified. Directors are not compensated for serving as such. Officers serve at the discretion of the board of directors.

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, Chief Financial Officer and Secretary of the Company.

Executive Compensation

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.

Certain Relationships and Related Transactions, and Director Independence

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 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 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.

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.

Director Independence

Our Board of Directors currently consists of one member, who does not qualify as an independent director in accordance with the listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, including whether the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by our sole director with regard to his business and personal activities and relationships as they may relate to us and our management.

Legal Proceedings

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Our common stock is not traded on any exchange. Our common stock is quoted on the OTC Pink Sheets Open Market, under the trading symbol “XLRM”. The market for our stock is highly volatile. We cannot assure that there will be a market in the future for our common stock. The Pink Sheets Open Market securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, Pink Sheets Open Market securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Pink Sheets Open Market is for all types of companies that are there by reasons of default, distress or design, which are further sub-categorized by the levels of information provided. Traditionally companies that do not meet the financial and other listing requirements of a regional or national stock exchange are listed and traded on the Pink Open Market.

Holders

As of April 15, 2021, we had approximately 157 shareholders holding 12,508,011 shares of common stock.

Dividends

Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available, therefore. The Company has never declared cash dividends on its common stock and our board of directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

On November 30, 2018, the Company issued 12 million shares of common stock to Bryan Glass in consideration of the payment of $120, the par value of the stock. We believe the foregoing transaction was exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering. The recipient of the securities represented his intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. The recipient had adequate access through his relationship with us, to information about our Company.

Recent Sales of Unregistered Securities

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 March 25, 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”), 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.

Warrants

As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of 60 months, and contain full-ratchet anti-dilution protection provisions, and have an exercise price of $1.50 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.

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 with the Securities and Exchange Commission on April 2, 2021, which are incorporated herein by reference.

Description of Registrant’s Securities to be Registered

None.

Indemniﬁcation of Directors and Oﬃcers.

On April 14, 2021, the Company entered into an Indemnification Agreement with the Chief Executive Officer of the Company. The Indemnification Agreement is Exhibit 8.01 to this Form 8-K.

Financial Statements and Supplementary Data.

Bloomios, Inc.
Consolidated Balance Sheet

	December 31, 2020			December 31, 2019
*Assets*
*Current Assets:*
Cash	$	72,205		$	1,045
Accounts receivable - net		36,274			-
Inventory		195,681			-
WIP		96,551			-
Investment in life on earth Series B		50,000			-
Total Current Assets		450,711			1,045

Property and Equipment - Net		2,070,416			-
Loan receivable		50,000
Right of use asset		258,019			-
Goodwill		300,000			-
Other assets		64,511			-
*Total Assets*	$	3,193,657		$	1,045

*Liabilities and Stockholders’ (Deficit)*
*Current Liabilities:*
Accounts payable - trade	$	1,747,852		$	433,116
Accrued expenses		73,501			-
Accrued expenses related party		14,235			-
Unearned revenue		149,966
Customer JV account liabilities		600,000			-
Lease liability current		114,675			-
Notes payable		150,000			-
Notes payable PPP		310,000			-
Notes payable - related party		120,800			-
Notes payable - convertibles		202,300			-
Total Current Liabilities		3,483,329			433,116
*Long-Term Debt:*
Lease liability		143,344			-
Notes payable		831,000			40,800
*Total Liabilities*		4,457,673			473,916

*Stockholders’ (Deficit)*
Common stock ($0.00001 par value; 950,000,000 shares authorized; 12,508,011 shares issued and outstanding at December 31, 2020 and 2019 respectively		125			125
Additional paid-in capital		3,059,920			2,680,399
Accumulated deficit		(4,324,061	)		(3,153,395	)
Total Stockholders’ (Deficit)		(1,264,016	)		(472,871	)
*Total Liabilities and Stockholders’ Deficit*	$	3,193,657		$	1,045

Bloomios, Inc.
Consolidated Statement of Operations
for the years ended
December 31,

	2020			2019

Sales	$	1,316,304		$	-
Cost of Goods Sold		914,759			-
Gross Profit		401,545			-

General and Administrative expense		110,520			56,177
Salaries		258,913			-
Rent		146,013			10,000
Utilities		29,956			-
Professional fees		18,728			16,284
Consulting		667,976			383,973
Depreciation		232,271
Total Expenses		1,464,377			466,434
Net Profit From Operations		(1,062,832	)		(466,434	)

Other Income / (Expenses)
Gain on Debt settlement		-			-
Financing Fees		(36,860	)		(23,800	)
Interest Expense		(70,974	)		-
Net Profit / (Loss) Before Income Taxes		(1,170,666	)		(490,234	)
Income Tax Expense		-			-
Net Profit / (Loss)	$	(1,170,666	)	$	(490,234	)

NET LOSS PER COMMON SHARE - BASIC & DILUTED	$	(0.09	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		12,508,011			12,508,011

Bloomios, Inc.
Consolidated Statement of Stockholders Equity
December 31, 2020

	Common Stock .00001 Par				Additional Paid in		Accumulated			Stockholders’ Deficit
Description	Shares		Amount		Capital		Deficit			Totals
December 31, 2018		12,508,011	$	125	$	2,663,035	$	(2,663,160	)	$	-

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

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

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

Bloomios, Inc.
Consolidated Statement of Cashflows
for the year ended
December 31,

	2020			2019
Cash provided (used) from operating activities
Net Income (Loss)	$	(1,170,666	)	$	(490,234	)
Depreciation		232,271			-
Change in Accounts Receivable		(36,274	)		-
Change in inventory		(292,232	)		-
Change in other assets		(64,511	)		-
Change in JV liabilities		600,000			-
Change in Accounts Payable and Accrued Expenses		1,388,237			433,115
Change in Accrued Expenses - related party		14,235			-
Change in Unearned Revenue		149,966			-
Net cash provided (used) from operating activities		821,026			(57,119	)

Cash used in investing activities
Purchase of Equipment		(2,302,687	)		-
Investment in series B		(50,000	)		-
Shareholder loan		(50,000	)		-
Investment in XLR		(300,000	)		-
Net cash used in investing activities		(2,702,687	)		-

Cash provided by financing activities
Proceeds from Notes Payable		1,452,500			40,800
Contributed Capital		379,521			17,364
Proceeds from Notes Payable related parties		120,800			-
Net cash provided by financing activities		1,952,821			58,164
Net Increase (Decrease) In Cash		71,160			1,045

Cash at Beginning of Period		1,045			-

Cash at End of Period	$	72,205		$	1,045

Supplemental Cashflow Information
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 5.03 Amended and Restated Articles of Incorporation; Change in Fiscal Year.

The Company filed Amended and Restated Articles of Incorporation with the State of Nevada on April 7, 2021. Pursuant to the Amended and Restated Articles of Incorporation, the Company changed its name from XLR Medical Corp to Bloomios, Inc., changed its fiscal year end from January 31 to December 31, and authorized three (3) series of preferred stock. For a description of the Preferred Stock, see Security Ownership of Certain Beneﬁcial Owners and Management- below and Exhibit 5.03 filed with this Form 8-K.

Item 5.06 Change in Shell Company Status.

As a result of the merger, the Company ceased to be a shell company. Prior to the filing of this Form 8-K Current Report, the Company was a shell company and ceases to be a shell company upon the filing of the Form 10 Information included in this filing.

Item 8.01 Other Events. Indemniﬁcation of Directors and Oﬃcers.

On April 14, 2021, the Company entered into an Indemnification Agreement with the Chief Executive Officer of the Company. The Indemnification Agreement is Exhibit 8.01 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

Incorporated by reference are the previously reported consolidated financial statement filed with the Securities and Exchange Commission on Form 10K on April 15, 2021.

Number		Description
2.03		Toledo Payoff Letter
2.03(a)		Sunstone Settlement
5.03		Amended and Restated Articles of Incorporation
8.01		Indemnification Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bloomios, Inc.

Date: April 19, 2021	By:	/s/ Michael Hill
	Name:	Michael Hill
	Position:	Chief Executive Officer

EXHIBIT 2.03

April 2, 2021

VIA EMAIL

Toledo Advisors, LLC.

Re: Pay-Off Letter Agreement - Convertible Promissory Note

Dear Mr. Mueller:

Reference is made to the obligations and amounts outstanding with respect to that certain Convertible Promissory Note (the “Note”) issued to you by XLR Medical Corp and guaranteed by CBD Brand Partners, LLC. (collectively the “Company”) dated November 30, 2020 in the amount of $202,200.00. Under the terms and conditions of the Note, you are owed a total of $252,875.00, including any interest or penalties.

Payment of the Debt Obligation

Upon delivery of payment to you in the amount stated above, the Company will have paid all amounts due and owing to you under the Note. Further, effective immediately upon your receipt of payment in full, without further action on the part of the parties hereto, all obligations of the Company to you, under the Note, shall be paid and discharged in full.

By signing below, this Pay-Off Letter Agreement shall serve as written confirmation that you have reviewed this Pay-Off Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Pay-Off as described herein. Upon the Effective Date of such Pay-Off, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and ancillary documents with the exception of the warrants issued pursuant to the Note. You further agree to release any security including liens and UCC filings immediately. Notwithstanding anything contained herein, in the event the amount is not paid by April 7, 2021, this Pay-Off Letter Agreement will terminate and shall be of no further force and effect.

This Pay-Off Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Pay-Off Letter Agreement. This Pay-Off Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. This Pay-Off Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

In case any provision of this Pay-Off Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Pay-Off Letter Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The parties hereby consent and agree that if this Pay-Off Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order to more effectively accomplish the purposes of this Pay-Off Letter Agreement.

Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below.

		Sincerely,

		/s/ Michael Hill
		Michael Hill, CEO

Agreed to and accepted by Toledo Advisors, LLC

/s/ Moshe Mueller
Moshe Mueller Authorized Signatory

EXHIBIT 2.03a

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (the “Agreement”) is entered into as of April 2, 2021 (the “Effective Date”), by and between Health Plus Oregon, LLC, an Oregon Limited Liability Company dba The Hemp CBD Extract Studios (“HPO”), XLR Medical Corp., a Nevada corporation (to be known as Bloomios, Inc. and trading as “XLRM”) with an address of 201 W Montecito St., Santa Barbara, CA 93101 (“XLR”) and Sunstone Capital Group, LLC, a Pennsylvania Limited Liability Company (“SCG”). HPO XLR and SCG are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.”

RECITALS

WHEREAS, on January 11, 2019, HPO and SCG entered into a Lease/Services Agreement (the “LSA”) whereby HPO was to process and sell materials, and pledged certain collateral for its obligations, all as set forth in the LSA;

WHEREAS, the Parties desire to terminate the LSA upon the terms and conditions of this Agreement;

WHEREAS, SCG has potential claims against HPO relating to their current and past business relationships, including, but not limited to, the LSA (collectively, the “Claims”);

WHEREAS, Michael Petrin and Christopher Martin, principals of HPO, are now work for XLR;

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire to settle and resolve all differences, disagreements and disputes embodied in the Claims and any other claims, known or unknown, that the Parties might have against one another, upon the terms set forth below and for the Parties to provide one another with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to, any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Claims;

WHEREAS, HPO agrees to compensate SCG in the amount of Three Hundred Ten Thousand (310,000) shares of Series C Convertible Preferred Stock (the “Shares”) of XLR and SCG agrees to receive said compensation;

WHEREAS, the Parties agree that upon execution of this Agreement that each Party has released the other Party from any future obligation, excluding the obligations of this Agreement;

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value; and

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Recitals Incorporated. The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

2. Payments. The Parties agree that, other than the Payment due in accordance with this Section 2, there are no outstanding payments due to any Party. This includes but is not limited to the following: no compensation, whether cash, equity or otherwise; no inventory, loans, and/or expenses are due to the Parties, their affiliates or companies. As full settlement, XLR agrees to pay to SCG 310,000 shares of Series C Convertible Preferred Stock of XLR.

3. Mutual General Release. In consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the Effective Date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including, but not limited to, any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Claims (collectively, the “Released Claims”). The foregoing release of HPO is expressly conditioned upon the timely (time being of the essence) and complete delivery of the deliverables in Section 6.

4. Waiver of Unknown Claims. The Parties are aware that they may have claims of which they have no present knowledge or suspicion. Having taken into account such a possibility in entering into this Agreement, Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Claims and Released Claims. Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or non-statutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542. California Civil Code Section 1542 provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed. In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties. The foregoing waiver of HPO is expressly conditioned upon the timely (time being of the essence) and complete delivery of the deliverables in Section 6.

5. Limitation on Release. The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.

6. Deliverables and Covenants.

a. Within ninety (90) days of the Effective Date,

(i) XLR shall deliver a resolution of its Board of Directors authorizing the issuance of the Shares to SCG;

(ii) XLR shall cause its transfer agent to submit evidence of SCG’s ownership of the Shares with confirmation directly from the transfer agent;

(iii) XLR shall complete the merger with CBD Brand Partners LLC and deliver evidence of the same to SCG; and

(iv) XLR shall file with the Secretary of State for the State of Nevada the Articles of Incorporation changing XLR’s name to “Bloomios, Inc.” and to create the series and classes of stock described in XLR’s SEC filings dated March 9, 2021 and March 19, 2021, and shall deliver evidence of the same to SCG.

b. XLR and HPO shall defend, indemnify, and hold harmless SCH and its officers, directors, managers, members, attorneys, representatives, investors, assigns, sureties, insurers, and unit holders from and against any and all claims arising out of, or related to, the LSA or the issuance of the Shares.

7. Covenants. This Section 6 shall survive the execution and delivery of the Agreement. The following parties represent and warrant for the benefit of the other parties as follows:

a. SCG agrees to forfeit any current and future ownership and interest in any transaction completed by HPO, to the extent that any interest or ownership may exist, effective as of the Effective Date upon execution of this Agreement.

b. SCG agrees to forever release and discharge HPO from any and all amounts owed by HPO under the LSA.

7. Mutual Representations and Warranties. This Section 7 shall survive the execution and delivery of the Agreement. Each Party represents and warrants for the benefit of the other Party as follows:

a. The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b. The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Parties, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c. To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d. To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e. The Party is and has been represented by legal counsel of his or its choice or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement. Each Party has carefully read and reviewed this Agreement, has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel, and is freely and voluntarily signing this Agreement;

f. Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g. Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

8. Assumption of Risk. Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be. The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the Party to any relief, or to rescind, or set aside this Agreement. This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

9. No Admissions. This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

10. Confidentiality and Non-Disparagement. The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence. Except as required by law or necessary to enforce any rights or obligations hereunder, the Parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies. This Section shall not prohibit any Party from exercising its rights to commence a legal action subject to the terms of the Agreement nor shall it prohibit a Party from making any filing or disclosure as required under law, rule or regulation.

11. Further Assurances. The Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

12. Notice. Unless specifically otherwise provided, whenever this Agreement requires or permits any consent, approval, notice, request, or demand from one Party to another, such communication must be in writing (which may be sent by e-mail, courier or hand delivery) to be effective and shall be deemed to have been given on the day actually delivered. Until changed by Notice pursuant hereto, the contact information for each Party is as follows.

If to HPO:

Health Plus Oregon

Attn: Mike Petrin

29101 NE Mountain Top Road

Newberg, OR 97132

Email: mpetrin@bloomios.com

If to XLR:

XLR Medical Corp./Bloomios, Inc.

201 W Montecito St., Santa Barbara, CA 93101

Attn: Barrett Evans (bevans@bloomios.com)

If to SCG:

Sunstone Capital Group LLC

Attn: Zbigniew Zielinski

623 Jefferson Avenue Langhorne, PA 19047

zamzielinski@gmail.com

13. Expenses. All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

14. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed by the laws of California, without reference to its principles of conflict of laws. Each of the Parties irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in Santa Barbara County, California for purposes of disputes arising under this Agreement.

15. Parties Bound; Assignments. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns; provided that no Party may, without the prior written consent of the other Parties, assign any rights, duties, or obligations hereunder, and any purported assignment in violation of the foregoing shall be void and ineffective. This provision shall not prohibit a transfer by operation of law of all the rights and obligations under this Agreement related to any corporate reorganization of a Party.

16. No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties and their respective successors and permitted assigns.

17. Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and do not limit, amplify, or modify the terms of this Agreement.

18. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable; this Agreement shall be construed and enforced as if such provision had never comprised a part hereof; and the remaining provisions shall remain in full force and effect and shall not be affected by such provision or by its severance. Furthermore, in lieu of such provision there shall be added automatically a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

19. Neutral Interpretation. This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties. The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived. The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

20. Waivers. No course of dealing nor any failure or delay by any Party, or its respective officers, directors, employees, representatives, or attorneys with respect to exercising any right or remedy available to it hereunder shall operate as any waiver thereof under this Agreement A waiver must be in writing and signed by the waiving Party to be effective, and such waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

21. Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

22. Arbitration. In the event of any dispute regarding the meaning, instruction, or intent of this Agreement, or of any matter of performance, fact, law, background, circumstance, or other matter of any kind whatsoever relating to this Agreement, the Parties stipulate and agree that such dispute shall be submitted to binding and final arbitration in Santa Barbara, California, or such other location as the parties may mutually agree in accordance with the rules of international arbitration of the American Arbitration Association (“AAA”) in effect at the time of this Agreement. One arbitrator agreed upon by the Parties shall be appointed from a panel of arbitrators submitted to the Parties by the AM, or if the Parties cannot agree upon one arbitrator from such panel, an arbitrator from the panel shall be appointed in accordance with the AAA’s rules. Such appointment shall be made within thirty (30) days after the election to arbitrate. Arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Discovery shall be available to the Parties subject to the approval and control of the arbitrator. The decision by the arbitrator shall be binding on all Parties and may be entered in any court of competent jurisdiction for enforcement. Such a decision shall include the payment of all fees and costs of the prevailing Party by the losing Party. The determination of the “prevailing party” shall be made by the arbitrator. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Parties. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

23. Attorneys’ Fees. In the event of a dispute or litigation as to any terms or conditions of this Agreement, or if a Party brings an action or proceeding to enforce or declare any rights herein created, or to bring about or declare the termination, cancellation, or rescission of this Agreement, the prevailing Party in such action or proceeding shall be entitled to receive from the other Party fees and costs, including attorneys’ fees, as a court of competent jurisdiction may deem just and proper.

24. Entirety and Amendments. This Agreement represents the only valid agreement between the Parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by the Parties. There are no unwritten oral agreements between the Parties. The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein. No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing, signed by the Parties to be bound thereby. The terms and provisions of this Agreement shall control any conflict between the terms and provisions of this Agreement and the terms and provisions of any other agreement.

25. Survival. All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the execution and delivery of the Agreement.

26. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Facsimile and verified electronic signatures shall have the same force and effect as original signatures.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first set forth above.

Health Plus Oregon, LLC	Sunstone Capital Group LLC

/s/ Mike Petrin__________________________	By:	/s/ Zbigniew Zielinkski
Mike Petrin, Partner	Zbigniew Zielinski, Authorized Member

	XLR Medical Corp. (to be known as Bloomios, Inc.)

	By:	/s/ Michael Hill
	Name:	Michael Hill
	Title:	CEO

EXHIBIT 5.03

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

BLOOMIOS, INC.

(fka XLR Medical Corporation)

The undersigned, Michael Hill, being the Chief Executive Officer, President and Secretary of Bloomios, Inc., a Nevada corporation (the “Corporation”), hereby certifies that:

1. He is the Chief Executive Officer, President and Secretary of the Corporation.

2. The Articles of Incorporation of the Corporation are hereby amended and restated as follows:

ARTICLE I

The name of this Corporation is Bloomios, Inc.

ARTICLE II

The name of the registered office of the Corporation in the State of Nevada is Corporate Administrative Services, Inc. and the address of the registered agent at that address is 1955 Baring Blvd, Sparks, NV 89434.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada Business Corporation Act (“Nevada Corporation Law’’).

ARTICLE IV

A.	Capitalization. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Nine Hundred Fifty-Five Million (950,000,000) shares, consisting of (a) Nine Hundred Forty-Five Million (945,000,000) shares of Common Stock, par value $0.00001 per share (“Common Stock”), and (b) Five Million (5,000,000) shares of Preferred Stock par value $0.00001 per share (“Preferred Stock”).

B.	Preferred Stock. The Board of Directors of the Corporation (“Board of Directors”) 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.

	The Board of Directors has authorized the creation of three (3) series of Preferred Stock: Series A Convertible Preferred Stock – 10,000 shares authorized, See Exhibit A – below; Series B Convertible Preferred Stock – 800 shares authorized, See Exhibit B – below; and Series C Convertible Preferred Stock – 3,000,000 shares authorized, See Exhibit C – below.

C.	Common Stock.

1.	Except as otherwise required by law, and subject to any special voting rights which may be granted to any additional series of Preferred Stock in the Board of Directors resolutions which create such series, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the records of the Corporation on each matter submitted to a vote of the stockholders. Holders of Common Stock shall not have the right to cumulative voting in the election of directors of the Corporation.

2.	Subject to the rights of the holders of the Preferred Stock if any, the holders of the Common Stock shall be entitled to receive such dividends and other distributions, in cash, securities or property of the Corporation, as may be declared thereon from time to time by the Board of Directors, out of the assets and funds of the Corporation legally available therefor.

D.	General.

1.	Subject to the foregoing provisions of these Articles of Incorporation, the Corporation may issue shares of its Preferred Stock and Common Stock from time to time for such consideration (in any form, but not less in value than the par value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix such consideration in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares of Preferred Stock or Common Stock so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be subject to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.

2.	The Corporation shall have authority to create and grant rights and options entitling their holders to purchase or otherwise acquire shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights and options shall be evidenced by instruments approved by the Board of Directors. The Board of Directors shall be empowered to set the exercise price, duration, times for exercise and other terms of such options or rights, including without limitation the consideration to be received, which may be in any form permitted by the Board of Directors, for any shares of capital stock subject to such rights or options.

3.	The shareholders may take action by the written consent of the holders voting to take such action so long as the required number of votes cast is not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

ARTICLE V

A. Management. The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors of the Corporation. The number of directors which shall constitute the entire Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation, subject to any restrictions that may be set forth in these Articles of Incorporation.

B. Removal of Directors. Any director or the entire Board of Directors may be removed from office at any time but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all outstanding shares of capital stock of the Corporation then entitled to vote in an election of directors of the Corporation voting as a single class.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation; provided however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the percentage of holders of capital stock as set forth in the Bylaws.

ARTICLE VII

The election of directors at an annual or special meeting of stockholders of the Corporation need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Corporation against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred thereby in connection with such action, suit or proceeding to the fullest extent permitted by the Nevada Corporation Law and any other applicable law as shall be from time to time in effect. Such right of indemnification shall not be deemed to be exclusive of any rights to which any such director or officer may otherwise be entitled. The provisions of this Article VIII shall be deemed to constitute a contract between the Corporation and each director and officer of the Corporation serving in such capacity at any time while this Article VIII is in effect, and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

ARTICLE IX

To the fullest extent permitted by the Nevada Corporation Law, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. Any repeal or modification of the foregoing provisions of this Article IX by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE X

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Chairman of the Board of Directors of the Corporation or the Board of Directors or a Committee of the Board of Directors which has been duly designated by the Board of Directors and the powers and authority of which, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call special meetings of the stockholders. Such special meetings may not be called by any other person or persons.

ARTICLE XI

Notwithstanding any other provision of these Articles of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, these Articles of Incorporation or any designation of the Preferred Stock, the affirmative vote of at least a majority of the voting power of all of the then outstanding shares of the capital stock, voting together as a single class, shall be required to amend, alter or appeal any provision contained in these Articles of Incorporation except that the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding capital stock of the Corporation, voting together as a single class, shall be required to amend, alter or repeal any provision of Article V of these Articles of Incorporation.

The foregoing Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors.

The foregoing Amended and Restated Articles of Incorporation have been duly approved by the required vote of shareholders in accordance with Nevada Corporation Law.

The foregoing Amended and Restated Articles of Incorporation have been duly approved by the holders of more than fifty percent (50%) of the total voting power of all outstanding shares of the Corporation.

The undersigned further declare under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge.

Dated: April 9, 2021

____________________________________

Michael Hill, Chief Executive Officer,

President and Secretary

EXHIBIT A

CERTIFICATE OF DESIGNATION

SERIES A CONVERTIBLE PREFERRED STOCK

for

BLOOMIOS, INC.

Bloomios, Inc., a Nevada corporation (the “Corporation”), does hereby make this Certificate of Designation and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation, the Board of Directors, without any shareholder action, which action was not required to be taken, duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that, pursuant to Article Four of the Articles of Incorporation of the Corporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation of preferences and relative, participating, optional, and other special rights, qualifications, limitations and restrictions, of a series of Preferred Stock consisting of ten thousand (10,000) shares, $0.00001 par value, to be designated “Series A Preferred Stock”.

RESOLVED, that each share of the Series A Preferred Stock shall rank equally in all aspects and shall be subject to the following terms and provisions:

1. Designation and Number of Shares. There shall be hereby created and established a series of Preferred Stock designated as “Series A Preferred Stock”. The authorized number of shares of Series A Preferred Stock shall be 10,000. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 9 below.

2. Rank. The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a Liquidation rank (i) senior to the common stock of the Corporation and (ii) senior to each other class or series of Capital Stock of the Corporation hereafter created which does not expressly rank pari passu with or senior to the Series A Preferred Stock (collectively with the common stock, the “Junior Stock”).

3. Dividends. Holders of Series A Preferred Stock shall not be entitled to any dividends on their shares of Series A Preferred Stock.

4. Liquidation Preference.

(a) Priority Payment. Upon the occurrence of a Liquidation, the holders of shares of Series A Preferred Stock shall be entitled to be paid for each share of Series A Preferred Stock held thereby, out of, but only to the extent of, the assets of the Corporation legally available for distribution to its stockholders, an amount equal to the redemption amount specified in Section 6 below (as adjusted for stock splits, stock dividends, combinations or other recapitalizations of the Series A Preferred Stock) before any payment or distribution is made to any Junior Stock. If the assets of the Corporation available for distribution to the holders of Series A Preferred Stock shall be insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in such case, then all of the assets available for distribution to holders of the Series A Preferred Stock shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

(b) No Additional Payment. After the holders of all shares of Series A Preferred Stock shall have been paid in full the amounts to which they are entitled in paragraph 4(a), the shares of Series A Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Corporation and the remaining assets of the Corporation shall be distributed to the holders of Junior Stock.

(c) Notice. Written notice of a Liquidation stating a payment or payments and the place where such payment or payments shall be payable, shall be delivered in person, mailed by certified mail, return receipt requested, mailed by overnight mail or sent by telecopier, not less than ten (10) days prior to the earliest payment date stated therein, to the holders of record of the Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation.

5. Voting Rights. In addition to any voting rights provided by law, the holders of shares of Series A Preferred Stock shall have the following rights: Each share of Series A Preferred Stock shall entitle the holder thereof to vote, in person or by proxy, at a special or annual meeting of stockholders (or in any action by written consent), on all matters voted on by holders of common stock voting together as a single class with other shares entitled to vote thereon. With respect to any such vote, each share of Series A Preferred Stock shall entitle the holder thereof to cast such number of votes equal to 0.0051% of the total number of votes entitled to be cast. For purposes of clarification, the holders of all 10,000 shares of Series A Preferred Stock will have the right to cast an aggregate of 51% of the total number of votes entitled to be cast.

6. Automatic Conversion/Redemption. Effective upon the closing of a Qualified Financing (the “Effective Date”), all issued and outstanding shares of Series A Preferred Stock shall be automatically converted into common stock of the Corporation (the “Automatic Conversion”) at a rate of 50 shares of common stock per Series A or redeemed by the Corporation at a rate of $100 per Series A Preferred Stock, at the holder’s option.

7. Non-Transferrable. The shares of Series A Preferred Stock shall not be transferrable without the prior written consent of the Corporation, which consent may be withheld in the absolute discretion of the Corporation.

8. No Reissuance. No share or shares of Series A Preferred Stock acquired by the Corporation by reason of conversion or otherwise shall be reissued as Series A Preferred Stock, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Preferred Stock of the Corporation.

9. Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Automatic Conversion” shall have the meaning ascribed to it in Section 6 hereof.

“Board of Directors” means the Board of Directors of the Corporation.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security whether or not it is exchangeable for or convertible into such capital stock).

“Corporation” shall have the meaning ascribed to it in the first paragraph of this Certificate of Designation.

“Effective Date” shall have the meaning ascribed to it in Section 6 hereof.

“Junior Stock” shall have the meaning ascribed to it in Section 2 hereof.

“Liquidation” shall mean the voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or the dissolution or winding up of the Corporation.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

“Qualified Financing” shall mean the sale by the Company in a single offering of common stock or securities convertible into common stock for gross proceeds of at least $10,000,000.

“Series A Preferred Stock” shall have the meaning ascribed to it in Section 1 hereof.

This Certificate of Designation has been executed and adopted on behalf of the Corporation as of April 9, 2021.

	BLOOMIOS, INC.

	By:	/s/ Michael Hill
		Michael Hill
		Chief Executive Officer

EXHIBIT B

CERTIFICATE OF DESIGNATION

SERIES B CONVERTIBLE PREFERRED STOCK

for

BLOOMIOS, INC.

Bloomios, Inc., a Nevada corporation (the “Company”), pursuant to the appropriate provisions of Nevada General Corporation Law, does hereby make this Certificate of Designation and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Company by the Articles of Incorporation of the Company, the Board of Directors, without any shareholder action, which action was not required to be taken, duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that, pursuant to Article Four of the Articles of Incorporation of the Corporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional, and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of eight hundred (800) shares, without par value, to be designated “Series B Convertible Preferred Stock” (the “Series B Stock”).

RESOLVED, that the Series B Stock shall be subject to the following terms and provisions:

1. Preference on Liquidation.

Series B Preferential Amount. In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Corporation the holders of shares of Series B Stock shall be entitled to receive payment of their pro rata share of the total value of the assets and funds of the Corporation to be distributed, assuming the conversion of Series B Stock into Common Stock.

2. Voting.

(a) General Rights. Except as otherwise provided herein or as required by law, the Series B Stock shall be voted equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series B Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder’s shares of Series B Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent, plus such number of votes that equals ten percent (10%) of the number of votes to which the holders of other securities of the Company are entitled as of such dates.

3. Conversion. The holders of the Series B Stock shall have the following rights with respect to the conversion of the Series B Stock into shares of Common Stock (the “Conversion Rights”):

(a) Conversion. Subject to and in compliance with the provisions of this Section 3, any shares of Series B Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a “Voluntary Conversion”.)

The number of shares of Common Stock to which a holder of Series B Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the “Series B Stock Conversion Rate” then in effect (determined as provided in Section 3(b)) by the number of shares of Series B Stock being converted.

(b) Series B Stock Conversion Rate. The conversion rate in effect at any time for conversion of the Series B Stock (the “Series B Stock Conversion Rate”) shall be the product obtained by multiplying .001 by the aggregate number of the Company’s Common Stock, on a fully diluted basis, issued and outstanding at the time of the Conversion. For the purposes of calculating the Series B Stock Conversion Rate, the Company’s Common Stock on a fully diluted basis, shall equal the sum of (a) the aggregate number of shares of Common Stock issued, outstanding and agreed to be issued, on the date of the Conversion (the “Conversion Date”), and (b) the aggregate number of shares of Common Stock into which any options, warrants, convertible debt, convertible preferred stock, and other convertible securities of the Company which are issued and outstanding, and which the Company has agreed to issue, are convertible at the time of the Conversion.

(c) Automatic Conversion. Effective upon the closing of a Qualified Financing (a financing of at least $10,000,000) the Series C Stock shall be automatically converted into common stock at the rate specified in Section 3(b).

(d) Mechanics of the Conversion. Upon a Conversion, the holder of Series B Stock shall surrender the applicable certificate or certificates therefore, duly endorsed, at the office of the Corporation or any transfer agent for the Series B Stock, and, in the case of a Voluntary Conversion, shall give written notice to the Corporation, of the Conversion and the number of shares of Series B Stock being converted. Thereupon, the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. A Voluntary Conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series B Stock to be converted. The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(e) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Common Stock issuable upon the conversion of the Series B Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a transaction provided for elsewhere in this Section 3), in any such event each holder of Series B Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series B Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(f) Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date of issuance of the Series B Stock, there is a capital reorganization of the Common Stock (other than a transaction provided for elsewhere in this Section 3), as a part of such capital reorganization, provision shall be made so that the holders of the Series B Stock shall thereafter be entitled to receive upon conversion of the Series B Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof.

(g) Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series B Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

(h) Fractional Shares. Any fractional share resulting from the conversion of the Series B Stock shall be rounded up to the nearest whole share.

(i) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Stock, such number of its shares of Common Stock as shall from time to time be sufficient to affect the conversion of all outstanding shares of the Series B Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to affect the conversion of all then outstanding shares of the Series B Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(j) Notices. Any notice required by the provisions of this Section 3 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

(k) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series B Stock against impairment.

4. Dividends. The Series B Preferred shall not be entitled to any dividend unless a dividend is declared for common stockholders. If such an event takes place the Series B Preferred shall participate with the Common Stock on an as-converted basis.

This Certificate of Designation has been executed and adopted on behalf of the Corporation as of April 9, 2021.



/s/ Michael Hill
Michael Hill, CEO

EXHIBIT C

CERTIFICATE OF DESIGNATION

SERIES C CONVERTIBLE PREFERRED STOCK

for

BLOOMIOS, INC.

RESOLVED, that, pursuant to Article Four of the Articles of Incorporation of the Corporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional, and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of three million (3,000,000) shares, par value $0.00001, to be designated “Series C Convertible Preferred Stock” (the “Series C Stock”).

RESOLVED, that the Series C Stock shall be subject to the following terms and provisions:

5. Preference on Liquidation.

Series C Preferential Amount. In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Corporation the holders of shares of Series C Stock shall be entitled to receive payment of their pro rata share of the total value of the assets and funds of the Corporation to be distributed, assuming the conversion of Series C Stock into Common Stock.

6. Voting.

(b) General Rights. Except as otherwise provided herein or as required by law, the Series C Stock shall be voted equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series C Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder’s shares of Series C Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent..

7. Conversion. The holders of the Series C Stock shall have the following rights with respect to the conversion of the Series C Stock into shares of Common Stock (the “Conversion Rights”):

(l) Conversion. Subject to and in compliance with the provisions of this Section 3, any shares of Series C Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a “Voluntary Conversion”.)

The number of shares of Common Stock to which a holder of Series C Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the “Series C Stock Conversion Rate” then in effect (determined as provided in Section 3(b)) by the number of shares of Series C Stock being converted.

(m) Series C Stock Conversion Rate. The conversion rate in effect at any time for conversion of the Series C Stock (the “Series C Stock Conversion Rate”) shall be the product obtained by dividing the number of shares of Series C Stock by the closing share price on the date of conversion.

(n) Automatic Conversion. Effective upon the closing of a Qualified Financing (a financing of at least $10,000,000) the Series C Stock shall be automatically converted into common stock at the rate specified in Section 3(b).

(o) Mechanics of the Conversion. Upon a Conversion, the holder of Series C Stock shall surrender the applicable certificate or certificates, duly endorsed, at the office of the Corporation or the transfer agent for the Series C Stock, and, in the case of a Voluntary Conversion, shall give written notice to the Corporation, of the Conversion and the number of shares of Series C Stock being converted. Thereupon, the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. A Voluntary Conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series C Stock to be converted. The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(p) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Common Stock issuable upon the conversion of the Series C Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a transaction provided for elsewhere in this Section 3), in any such event each holder of Series C Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series C Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(q) Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date of issuance of the Series C Stock, there is a capital reorganization of the Common Stock (other than a transaction provided for elsewhere in this Section 3), as a part of such capital reorganization, provision shall be made so that the holders of the Series C Stock shall thereafter be entitled to receive upon conversion of the Series C Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof.

(r) Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series C Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

(s) Fractional Shares. Any fractional share resulting from the conversion of the Series C Stock shall be rounded up to the nearest whole share.

(t) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Stock, such number of its shares of Common Stock as shall from time to time be sufficient to affect the conversion of all outstanding shares of the Series C Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to affect the conversion of all then outstanding shares of the Series C Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(u) Notices. Any notice required by the provisions of this Section 3 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

(v) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series C Stock against impairment.

8. Dividends. The Series C Preferred shall not be entitled to any dividend unless a dividend is declared for common stockholders. If such an event takes place the Series C Preferred shall participate with the Common Stock on an as-converted basis.

This Certificate of Designation has been executed and adopted on behalf of the Corporation as of April 9, 2021.

/s/ Michael Hill
Michael Hill, CEO

EXHIBIT 8.01

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 14, 2021, by and between Bloomios, Inc., a Nevada corporation (the “Corporation”), and Michael Hill (the “Indemnified Party”), an individual having an address at 201 W. Montecito Street, Santa Barbara, CA 93101. The Corporation and the Indemnified Party are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Indemnified Party is a director of the Corporation and performs a valuable service in such capacity for the Corporation;

WHEREAS, it is essential to the Corporation to retain and attract, as directors and officers, the most capable persons available;

WHEREAS, both the Corporation and the Indemnified Party recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; and

WHEREAS, in order to induce the Indemnified Party to continue to serve as a director of the Corporation, the Corporation has determined and agreed to enter into this Agreement with the Indemnified Party.

NOW, THEREFORE, in consideration of the Indemnified Party’s continued service as a director after the date hereof, the parties agree as follows:

1. Definitions. As used in this Agreement:

(a) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which the Indemnified Party is a party or is threatened to be made a party, by reason of the fact that the Indemnified Party: (i) is, was or agreed to become a director or an officer of the Corporation (or of any predecessor or subsidiary of the Corporation or any successor to the Corporation by merger), including any actions taken by the Indemnified Party in such capacity; or (ii) is or was serving or agreed to serve at the request of the Corporation as a director, partner, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise, in each case described in subsection (i) and (ii) above whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification or reimbursement can be provided under this Agreement. “Proceeding” also includes an action by the Indemnified Party, including without limitation, any mediation or arbitration to establish or enforce a right of Indemnified Party under this Agreement.

(b) “Expense” or “Expenses” shall mean all costs, charges and expenses incurred in connection with any proceeding (including reasonable expert, consultant and attorneys’ fees and all reasonable disbursements), judgments, fines and amounts paid in settlement including, without limitation, expenses of investigation, judicial or administrative proceedings and appeals.

2. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement if the Indemnified Party is a party or is threatened to be made a party to any Proceeding (other than an action against the Indemnified Party by or in the right of the Corporation) to the greatest extent permitted by governing law against all Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection with such Proceeding and any appeal therefrom, unless it is determined by final, non-appealable order of a court of competent jurisdiction that governing law bars and prohibits the Corporation from providing such indemnification; provided further, that notwithstanding anything herein contained to the contrary, any settlement of a Proceeding must be approved in advance in writing by the Corporation (which approval shall not be unreasonably withheld). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Corporation is barred and prohibited by governing law from providing indemnification to the Indemnified Party.

3. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement if the Indemnified Party is a party, or is threatened to be made a party, to any Proceeding brought against the Indemnified Party by or in the right of the Corporation, to the greatest extent permitted by governing law, against all Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection which such Proceeding and any appeal therefrom, unless it is determined by final, non-appealable order of a court of competent jurisdiction that governing law bars and prohibits the Corporation from providing such indemnification; except that indemnification shall be made in respect of any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the Corporation by final, non-appealable order of a court of competent jurisdiction only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnity for Expenses in respect of such claim, issue or matter to the extent such court shall deem proper.

4. Costs and Expenses Relating to Service as a Witness. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement with respect to all Expenses incurred or suffered by the Indemnified Party as a result of the service, attendance or appearance by the Indemnified Party as a witness (or in any other non-party capacity) in any suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature (including any part thereof such as appearance at a hearing, deposition or trial or any actions taken in response to any subpoena, order, discovery request or the like) if such service, attendance or appearance related to or results from the fact that he (i) is, was or agreed to become a director or an officer of the Corporation; or (ii) is or was serving or agreed to serve at the request of the Corporation as a director, partner, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise, in each case described in subsection (i) and (ii) above whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification or reimbursement can be provided under this Agreement (a “Witness Proceeding”).

5. Notification and Defense of Claim. As a condition precedent to the Indemnified Party’s right to be indemnified, the Indemnified Party must promptly notify the Corporation of receipt of notice of any Proceeding or Witness Proceeding for which indemnity is sought, provided, however, that the failure to give such notice will not relieve the Corporation of any liability that it may have to any Indemnified Party, except and only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction that the defense of the Indemnified Party in such Proceeding or Witness Proceeding was materially prejudiced by the Indemnified Party’s failure to give such notice. With respect to any Proceeding or Witness Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnified Party. After notice from the Corporation to the Indemnified Party of its election so to assume such defense, the Corporation shall not be liable to the Indemnified Party for any attorney fees subsequently incurred by the Indemnified Party for so long as the Corporation maintains such defense in connection with such claim, other than as provided below in this Section 5. The Indemnified Party shall have the right to employ his own counsel in connection with such Proceeding or Witness Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnified Party unless (i) the employment of counsel by the Indemnified Party has been authorized by the Corporation, (ii) counsel to the Indemnified Party shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnified Party in the conduct of such Proceeding or Witness Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnified Party shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement.

6. Advance of Costs, Charges and Expenses. Subject to the provisions of Section 7 below, any Expenses for which the Corporation is authorized to indemnify the Indemnified Party under the terms of this Agreement (including costs, charges, and expenses, including reasonable attorney’s fees) incurred by an Indemnified Party in connection with any Proceeding or Witness Proceeding shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such Expenses in advance of the final disposition of such Proceeding or Witness Proceeding shall be made only upon receipt of (i) statements by or on behalf of the Indemnified Party reasonably evidencing the Expenses to be incurred, and (ii) an undertaking by or on behalf of the Indemnified Party to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnified Party to make such repayment. Any advances and undertakings to repay pursuant to this Section 6 shall be unsecured and interest free.

7. Procedure for Indemnification. Any indemnification or advancement of expenses pursuant to Sections 2, 3, 4, 5 or 6 of this Agreement shall be made promptly, and in any event within thirty (30) days after receipt by the Corporation of the written request of the Indemnified Party. The right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the thirty (30) day period referred to above. The Indemnified Party’s costs, charges and expenses (including reasonable attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. Unless otherwise provided by governing law, the burden of proving that the Indemnified Party is not entitled to indemnification or advancement of expenses under this Agreement shall be on the Corporation.

8. Other Rights. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Party may be entitled under the Certificate of Incorporation of the Corporation, the Bylaws of the Corporation or any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to the Indemnified Party even though he shall have ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnified Party.

9. Partial Indemnification. If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses incurred by or on behalf of the Indemnified Party in connection with any Proceeding or Witness Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such Expenses to which the Indemnified Party is entitled.

10. Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Corporation on account of any Proceeding in which judgment is rendered against Indemnified Party for an accounting of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state, or local laws or for which payment is prohibited by law.

11. Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnified Party shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnified Party against the Corporation or any director or officer of the Corporation unless (i) the Corporation has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce Indemnified Party’s rights under this Agreement, or any other agreement or insurance policy or the Corporation’s Certificate of Incorporation or Bylaws to indemnification or advancement of expenses; or (iii) as otherwise required under applicable law.

12. Reimbursement to Corporation by Indemnified Party; Limitation on Amounts Paid by Corporation. To the extent the Indemnified Party has been indemnified by the Corporation hereunder for certain Expenses, and the Corporation has fully and completely fulfilled all its obligations to the Indemnified Party hereunder, and the Indemnified Party later receives payments from any insurance carrier covering the same Expenses paid by the Corporation hereunder, the Indemnified Party shall reimburse the Corporation hereunder for such amounts received from the insurer net of costs of collection. To the extent the Indemnified Party has been indemnified by the Corporation hereunder and it is later determined by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification under Section 2 or 3, as the case may be, the Indemnified Party shall immediately reimburse the Corporation hereunder for all such amounts. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, the Indemnified Party, under the Certificate of Incorporation or Bylaws of the Corporation, in the aggregate exceed the Expenses actually and reasonably incurred by the Indemnified Party (“Excess Amounts”). To the extent the Corporation has paid Excess Amounts to the Indemnified Party, the Indemnified Party shall be obligated to promptly reimburse the Corporation for such Excess Amounts.

13. Continuation of Rights and Obligations. All rights and obligations of the Corporation and the Indemnified Party hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation’s Certificate of Incorporation or Bylaws, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or stockholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or obligations of the Corporation and/or the Indemnified Party hereunder.

14. Severability; Survival. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall nevertheless indemnify the Indemnified Party as to Expenses to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the shares of the Corporation.

15. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, including via facsimile or other electronic means, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

16. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. Notice by Indemnified Party. Indemnified Party agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. Failure of Indemnified Party to provide such notice shall not constitute a waiver of any of the rights or privileges of the Indemnified Party hereunder or render the By-laws, any other source of indemnification or applicable law.

18. Notice. Any and all notices or elections permitted or required to be made under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 18.

If to Corporation:

Bloomios, Inc.

Attn: Michael Hill

201 W. Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

If to Indemnified Party:

Michael Hill

201 W. Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

19. Liability Insurance. To the extent the Corporation maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnified Party shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Corporation director or officers.

20. Governing Law. The parties agree that the corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of California, without reference to its principles of conflict of laws and without giving effect to any choice of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of California. Each party irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in California for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed effective as of the date first set forth above.

		Bloomios, Inc.				INDEMNIFIED PARTY

		/s/ Michael Hill				/s/ Michael Hill
		Michael Hill, CEO				Michael Hill, CEO