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| CIK | 1138608 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bloomios, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 29, 2024 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0167 Washington, D. |
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| March 29, 2024 |
Changes in Control of Registrant 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): March 29, 2024 Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 000-50026 87-4696476 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 8, 2024 |
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): March 7, 2024 Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 333-257890 87-4696476 (State or other jurisdiction of incorporation) (Commission File Number |
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| November 20, 2023 |
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): November 17, 2023 Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 333-257890 87-4696476 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. Ne |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: September 30, 2023 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 21, 2023 |
U.S. SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. Nevada 87-4696476 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: June 30, 2023 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 29, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration NO. 333-272762 PROSPECTUS FOR 5,522,256 SHARES OF COMMON STOCK 9,426,896 SHARES OF COMMON STOCK UNDERLYING WARRANTS 190,909,354 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE DEBENTURES AND 20,000,000 SHARES OF COMMON STOCK This prospectus relates to (i) the resale of 5,522,256 shares of common stock, par value $0.00001 per share (the “common stock” or |
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| June 26, 2023 |
Form of Securities Purchase Agreement dated May 4, 2023 EXHIBIT 10.8 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 4, 2023, by and between BLOOMIOS, INC., a Nevada corporation, with headquarters located at 701 Anacapa Street, Suite C, Santa Barbara, CA 93101 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer” |
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| June 26, 2023 |
Bloomios, Inc. June 26, 2022 Via SEC Edgar Submission Jimmy McNamara Attorney-Advisor Securities and Exchange Commission Washington, D.C. 20549 Re: Bloomios, Inc. (the Company) Form S-1 Registration Statement File Number: 333-272762 Ladies and Gentlemen; At this time, on behalf of the Company, we hereby request acceleration of the effective date of the Registration Statement pursuant to Rule 461 t |
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| June 26, 2023 |
Form of Promissory Note dated May 4, 2023 EXHIBIT 10.7 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| June 26, 2023 |
Common Stock Purchase Warrant dated May 4, 2023 EXHIBIT 4.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| June 26, 2023 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Bloomios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward In |
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| June 26, 2023 |
Common Stock Purchase Agreement EXHIBIT 10.9 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated as of February 07, 2023 is made by and between Arena Business Results, LLC (the “Investor”), and Bloomios, Inc., Nevada corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLOOMIOS, INC. (Exact name of registrant as specified in its charter) Nevada 3999 87-4696476 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificati |
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| June 20, 2023 |
Form of Securities Purchase Agreement dated May 4, 2023 EXHIBIT 10.8 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 4, 2023, by and between BLOOMIOS, INC., a Nevada corporation, with headquarters located at 701 Anacapa Street, Suite C, Santa Barbara, CA 93101 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer” |
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| June 20, 2023 |
Common Stock Purchase Warrant dated May 4, 2023 EX-4.4 2 blmsex44.htm COMMON STOCK PURCHASE EXHIBIT 4.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLOOMIOS, INC. (Exact name of registrant as specified in its charter) Nevada 3999 87-4696476 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 701 Anacap |
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| June 20, 2023 |
Form of Promissory Note dated May 4, 2023 EXHIBIT 10.7 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE |
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| June 20, 2023 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Bloomios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward In |
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| May 18, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. Nevada 87-46964 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: March 31, 2023 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 17, 2023 |
Common Stock Purchase Agreement EXHIBIT 10.13 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated as of February 07, 2023 is made by and between Arena Business Results, LLC (the “Investor”), and Bloomios, Inc., Nevada corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. (Exact name |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For the Period Ended: December 31, 2022 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Form 11-K For the Transition Period Ended: Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
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| January 5, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2022 BLOOMIOS, INC. (Exact name of registrant as specified in its charter) Nevada 000-50026 87-4696476 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 5, 2023 |
EXHIBIT 99.2 INFUSIONZ LLC FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2022 INFUSIONZ LLC TABLE OF CONTENTS Page Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Changes in Members? Interest 5 Statement of Cash Flows 6 Notes to Financial Statements 7 2 INFUSIONZ LLC UNAUDITED BALANCE SHEET September 30, June 30, 2022 2022 ASSETS Current assets Cash $ 41,685 $ 1 |
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| January 5, 2023 |
BLOOMIOS, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.3 BLOOMIOS, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is based on the historical financial statements of Bloomios, Inc. (the ?Company?) and Infusionz, LLC (?Infusionz?), after giving effect to the Company?s acquisition of Infusionz. The notes to the unaudited pro forma financial information describe the recla |
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| January 5, 2023 |
EXHIBIT 99.1 INFUSIONZ LLC FINANCIAL STATEMENTS FISCAL YEARS ENDED JUNE 30, 2022 AND 2021 AND INDEPENDENT AUDITORS' REPORT INFUSIONZ LLC TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 3 Financial Statements Balance Sheets 5 Statements of Operations 6 Statements of Changes in Members? Interest 7 Statements of Cash Flows 8 Notes to Financial Statements 9 2 Independent |
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| November 25, 2022 |
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): November 15, 2022 Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 000-50026 87-4696476 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 21, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:000-50026 BLOOMIOS, INC. Nevada 87-469 |
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| November 15, 2022 |
NT 10-Q 1 blmsnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: September 30, 2022 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50026 BLOOMIOS, INC. (Exact name |
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| October 31, 2022 |
Certificate of Designation Series D Convertible Preferred Stock dated October 26, 2022 EXHIBIT 3.1 BLOOMIOS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK (this ?Certificate of Designation?) BLOOMIOS, INC., a corporation organized and existing under the Nevada Revised Statutes (the ?Corporation?), certifies that pursuant to the authority contained in the Articles of Incorporation, as amended, of the Corporation (the ?A |
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| October 31, 2022 |
EX-10.1 7 blmsex101.htm TRANSITION SERVICES AGREEMENT CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXHIBIT 10.1 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of October 26, 2022, by and |
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| October 31, 2022 |
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): October 26, 2022 Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 000-50026 87-4696476 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 31, 2022 |
Senior Secured Convertible Debenture dated October 26, 2022 EXHIBIT 4.1 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT |
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| October 31, 2022 |
EX-4.3 6 blmsex43.htm CONVERTIBLE SECURED SUBORDINATED EXHIBIT 4.3 NEITHER THIS CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURI |
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| October 31, 2022 |
Common Stock Purchase Warrant dated October 26, 2022 EXHIBIT 4.2 EXHIBIT D NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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| October 31, 2022 |
Membership Interest Purchase Agreement dated October 26, 2022 Infusionz EXHIBIT 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 26, 2022 (the ?Effective Date?), is by and among Upexi, Inc., a Nevada corporation (the ?Seller?), Bloomios, Inc., a Nevada corporation (?Bloomios?) and Infused Confections LLC, a Wyoming limited liability company (the ?Buyer?), which company is the wholly-owned subsidiary of Bloomios (th |
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| October 31, 2022 |
Bloomios Completes $23.5 Million Acquisition of Leading Gummy Manufacturer EX-99.1 11 blmsex991.htm PRESS RELEASE EXHIBIT 99.1 Bloomios Completes $23.5 Million Acquisition of Leading Gummy Manufacturer Transaction Expected to Double Production Capacity and Supports Entry of Direct-to-Consumer Market SANTA BARBARA, Calif., Oct. 27, 2022 /PRNewswire/ - Bloomios, Inc. (the "Company") (OTCQB: BLMS), a leading white-label and private-label manufacturer and wholesaler of hemp- |
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| October 31, 2022 |
Security Agreement dated October 26, 2022 EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 26, 2022 (this ?Agreement?), is among BLOOMIOS, INC., a Nevada corporation (together with its successors and assigns, the ?Company?), BLOOMIOS PRIVATE LABEL LLC, a Florida limited liability company (together with its successors and assigns, ?Bloomios Private Label?), CBD BRAND PARTNERS LLC, a Wyoming limited liability com |
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| October 31, 2022 |
EX-10.4 10 blmsex104.htm PLEDGE AND SECURITY AGREEMENT EXHIBIT 10.4 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2022 (this “Agreement”) is by and between Infusionz LLC, a Colorado limited liability company (“Pledgor”) and Upexi, Inc., a Nevada corporation (“Pledgee”). Pledgor and Pledgee may be referred to herein, individually, as a “Party” and, collec |
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| October 31, 2022 |
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October 26, 2022, between Bloomios, Inc., a Nevada corporation (the ?Company?), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?), and [ ], a Delaware limited partnership, in its capacity |
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| August 22, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. Nevada 87-469647 |
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| August 16, 2022 |
NT 10-Q 1 bloomiosnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: June 30, 2022 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report |
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| August 2, 2022 |
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): August 1, 2022 (July 28, 2022) Bloomios, Inc. (Exact name of Registrant as specified in its charter) Nevada 333-206764 87-4696476 (State or other jurisdiction of incorporation) (Commi |
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| August 2, 2022 |
2021 Equity Incentive Plan, as amended EXHIBIT 10.1 BLOOMIOS, INC. Amended 2021 Incentive Stock option Plan This plan is an Amended plan from the original 2021 Stock Plan. This Amended 2021 Incentive Stock Option Plan is the whole plan in its entirety. Any Incentive Stock Options that wer issued prior to this Amendment will remain valid and in full force and effect. 1. Purposes of the Plan. The purposes of this Amended 2021 Incentive S |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 13, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. Nevada 87-46964 |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-257890 BLOOMIOS, INC. (Exact name |
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| April 15, 2022 |
Promissory Note dated February 24, 2022 in favor of Sixth Street EXHIBIT 4.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O |
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| April 15, 2022 |
EXHIBIT 10.7 CONVERTIBLE PROMISSORY NOTE On February 18, 2022, Bloomios Inc. referred to as the ?Borrower?, and Barrett Evans referred to as ?Executive? entered into this Convertible Promissory Note converting accrued compensation due and payable to Executive as of January 31, 2022. The total compensation due to Executive at January 31, 2022 is $588,600, the ?Principal Amount.? The Borrower agrees |
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| April 15, 2022 |
Promissory Note dated December 28, 2021 issued in favor of AGPL Acquisition EXHIBIT 4.1 PROMISSORY NOTE 1. THE PARTIES. On December 28, 2021, Bloomios Inc. of 201 W Montecito Street, Santa Barbara, California, 93101 with Michael Hill acting as CEO, referred to as the ?Borrower?, HAS RECEIVED AND PROMISES TO PAY: AGPL Acquisition Inc. of 201 W Montecito Street, Santa Barbara, California, 93101 with Barrett Evans acting as CEO, referred to as the ?Lender?, the sum of $150,0 |
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| April 15, 2022 |
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| April 15, 2022 |
EXHIBIT 10.6 CONVERTIBLE PROMISSORY NOTE On February 18, 2022, Bloomios Inc. referred to as the ?Borrower?, and John Bennett referred to as ?Executive? entered into this Convertible Promissory Note converting accrued compensation due and payable to Executive as of January 31, 2022. The total compensation due to Executive at January 31, 2022 is $54,250, the ?Principal Amount.? The Borrower agrees t |
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| April 15, 2022 |
Securities Purchase Agreement MacRab EX-10.2 7 xlrmex102.htm SECURITIES PURCHASE AGREEMENT MACRAB EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of March 31, 2022, by and among BLOOMIOS, INC., a corporation organized under the laws of the state of Nevada (“Company”), and MACRAB, LLC, a Florida limited liability company (the “Purchaser”). RECITAL A. The Company and the Purcha |
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| April 15, 2022 |
EXHIBIT 4.4 Letter of Engagement CMA Initials Company Initials January 25, 2022 Michael Hill, CEO Barrett Evans, President Bloomios, Inc. 201 W. Montecito St. Santa Barbara, CA 93101 RE: Engagement for Investor and public relations services. Dear Michael and Barrett: Thank you for choosing CMA as your investor and public relations representative. This Letter of Engagement sets forth and memorializ |
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| April 15, 2022 |
Promissory Note dated March 31, 2022 in favor of MacRab EX-4.3 4 xlrmex43.htm PROMISSORY NOTE EXHIBIT 4.3 THIS NOTE HAS BEEN ISSUED WITH ‘ORIGINAL ISSUE DISCOUNT’ FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY LENDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAI |
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| April 15, 2022 |
EX-10.3 8 xlrmex103.htm FORM OF WARRANT 1 EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR S |
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| April 15, 2022 |
EXHIBIT 10.5 CONVERTIBLE PROMISSORY NOTE On February 18, 2022, Bloomios Inc. referred to as the “Borrower”, and Michael Hill referred to as “Executive” entered into this Convertible Promissory Note converting accrued compensation due and payable to Executive as of January 31, 2022. The total compensation due to Executive at January 31, 2022 is $596,250, the “Principal Amount.” The Borrower agrees |
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| April 15, 2022 |
Securities Purchase Agreement Sixth Street EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of February 24, 2022, by and between BLOOMIOS, INC., a Nevada corporation, with its address at 201 W Montecito Street, Santa Barbara, California 93101 (the ?Company?), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexand |
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| March 31, 2022 |
NT 10-K 1 xlrmnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For the Period Ended: December 31, 2021 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report |
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| January 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Bloomios, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 88-0488851 (IRS Employer Identification No.) 201 W. Montecito Street Sant |
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| January 28, 2022 |
424B3 1 xlrm424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-257890 PROSPECTUS FOR 3,389,203 SHARES OF COMMON STOCK AND 1,098,177 SHARES OF COMMON STOCK UNDERLYING WARRANTS EXERCISES AND 10,000,000 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE DEBENTURES AND 2,531,160 SHARES OF COMMON STOCK This prospectus relates to (i) the resale of 3,389,203 shares of common stock, par valu |
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| January 24, 2022 |
Bloomios, Inc. January 24, 2022 CORRESP 1 filename1.htm Bloomios, Inc. January 24, 2022 Via SEC Edgar Submission Liz Packebusch, Staff Attorney Securities and Exchange Commission Washington, D.C. 20549 Re: Bloomios, Inc. (the Company) Form S-1 Registration Statement File Number: 333-257890 Ladies and Gentlemen; At this time, on behalf of the Company, we hereby request acceleration of the effective date of the Registration Statem |
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| January 21, 2022 |
As filed with the Securities and Exchange Commission on January 21, 2022 As filed with the Securities and Exchange Commission on January 21, 2022 Registration No. |
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| December 10, 2021 |
As filed with the Securities and Exchange Commission on December 9, 2021 As filed with the Securities and Exchange Commission on December 9, 2021 Registration No. |
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| December 10, 2021 |
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 and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2021 (December 3, 2021) BLOOMIOS, INC. (Exact Name of Registrant as Specified in its Charter) Ne |
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| December 10, 2021 |
Form of Warrant dated November 30, 2021 EX-4.1 2 xlrmex41.htm FORM OF WARRANT EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO |
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| December 10, 2021 |
December 9, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Washington, D. |
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| December 10, 2021 |
Form of Securities Purchase Agreement dated November 30, 2021 EX-10.1 3 xlrmex101.htm FORM OF SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November , 2021, by and between BLOOMIOS INC, a Nevada corporation, with its address at 201 W Montecito Street, Santa Barbara, California 93101 (the “Company”), and , a limited liability company, with its address at (the “Buyer”) |
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| December 10, 2021 |
Form of Convertible Promissory Note dated November 30, 2021 EX-10.2 4 xlrmex102.htm FORM OF CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE |
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| November 15, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 BLOOMIOS INC. Nevada 88-04 |
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| November 2, 2021 |
October 29, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Washington, D. |
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| November 2, 2021 |
As filed with the Securities and Exchange Commission on October 29, 2021 As filed with the Securities and Exchange Commission on October 29, 2021 Registration No. |
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| September 22, 2021 |
As filed with the Securities and Exchange Commission on September 22, 2021 As filed with the Securities and Exchange Commission on September 22, 2021 Registration No. |
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| September 22, 2021 |
September 22, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Washington, D. |
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| August 19, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 BLOOMIOS INC. Nevada 88-0488851 |
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| August 16, 2021 |
NT 10-Q 1 xlrmnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For the Period Ended: June 30, 2021 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 10-QSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on F |
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| July 14, 2021 |
Common Stock Purchase Warrant, dated July 9, 2021. EXHIBIT 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION |
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| July 14, 2021 |
Common Stock Purchase Warrant, dated July 11, 2021 EXHIBIT 10.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| July 14, 2021 |
Senior Secured Promissory Note, dated July 11, 2021. EXHIBIT 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of July 9, 2021 by and among BLOOMIOS INC. (f/k/a XLR Medical Corp.), a corporation organized under the laws of the state of Nevada (“BLMS”) and CBD BRAND PARTNERS, LLC, a Wyoming Limited Liability Company (“CBDBP,” and collectively with BLMS the “Company”), and JEFFERSON STREET CAPITAL LLC, |
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| July 14, 2021 |
As filed with the Securities and Exchange Commission on July 14, 2021 S-1 1 xlrms1.htm FORM S-1 As filed with the Securities and Exchange Commission on July 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLOOMIOS, INC. (Exact name of registrant as specified in its charter) Nevada 3999 88-0488851 (State or other jurisdiction of incorporation or org |
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| July 14, 2021 |
Common Stock Purchase Agreement, dated July 9, 2021. EX-10.6 3 xlrm106.htm COMMON STOCK PURCHASE AGREEMENT EXHIBIT 10.6 COMMON STOCK PURCHASE AGREEMENT Bloomios, Inc. Burdell Partners, LLC THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into as of July 9, 2021 (the “Execution Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Burdell Partners, LLC, a Georgia limited liability company (the “Buyer”). Co |
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| July 14, 2021 |
10-K/A 1 xlrm10ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| July 14, 2021 |
Pledge and Security Agreement, dated July 11, 2021. EX-10.12 9 xlrm1012.htm COMMON STOCK PURCHASE WARRANT EXHIBIT 10.12 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on July 9, 2021 by and between Bloomios Inc. (f/k/a XLR Medical Corp.), a corporation organized under the laws of the State of Nevada (“BLMS”) and CBD BRAND PARTNERS, LLC, a Wyoming Limited Liability Company (“CBDBP,” and co |
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| July 14, 2021 |
Registration Rights Agreement, dated July 9, 2021. EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT Bloomios, Inc. Burdell Partners, LLC. THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), is entered into as of July 9, 2021 (the “Execution Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Burdell Partners, LLC, a Georgia limited liability company (the “Buyer”). Company and Buyer are collectively referred to herein as th |
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| July 14, 2021 |
Senior Secured Promissory Note, dated July 11, 2021. EXHIBIT 10.10 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY LENDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS U |
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| June 21, 2021 |
Employment Agreement with Michael Hill EXHIBIT 8.01 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of June 16, 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 referr |
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| June 21, 2021 |
EXHIBIT 10.3 EMPLOYMENT AGREEMENT BLOOMIOS, INC. JOHN BENNETT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the “Effective Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and John Bennett, the undersigned individual (the “Employee”). Company and Employee are collectively referred to herein as the “Par |
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| June 21, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 xlrm8k.htm FORM 8-K 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): June 21, 2021 (June 16, 2021) BLOOMIOS, INC. (Exact name of registrant as specified in its charter) Nevada 333-206764 88-0488851 (State or other jurisdiction |
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| June 21, 2021 |
Employment Agreement with John Bennett EXHIBIT 8.03 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of June 16, 2021, by and between Bloomios Inc., a Nevada corporation (the ?Corporation?), and John Bennett (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 referr |
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| June 21, 2021 |
Employment Agreement with Barrett Evans EXHIBIT 8.02 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 16, 2021, by and between Bloomios Inc., a Nevada corporation (the “Corporation”), and Barrett Evans (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 refer |
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| June 21, 2021 |
EXHIBIT 10.2 EMPLOYMENT AGREEMENT BLOOMIOS, INC. BARRETT EVANS THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the ?Effective Date?), by and between Bloomios, Inc., a Nevada corporation (the ?Company?), and Barrett Evans, the undersigned individual (the ?Employee?). Company and Employee are collectively referred to herein as the ?P |
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| June 21, 2021 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT BLOOMIOS, INC. MICHAEL HILL THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the ?Effective Date?), by and between Bloomios, Inc., a Nevada corporation (the ?Company?), and Michael Hill, the undersigned individual (the ?Employee?). Company and Employee are collectively referred to herein as the ?Par |
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| May 17, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 xlrm10q.htm FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 B |
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| April 20, 2021 |
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 refe |
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| April 20, 2021 |
8-K 1 xlrm8k.htm FORM 8-K 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 jurisdictio |
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| April 20, 2021 |
EX-2.03 2 xlrmex203.htm TOLEDO PAYOFF LETTER 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. (collective |
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| April 20, 2021 |
Amended Articles of Incorporation 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 |
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| April 20, 2021 |
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 ?XL |
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| April 15, 2021 |
10-K 1 xlrm10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-52901 |
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| April 12, 2021 |
EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT Between MAMMOTH CREST CAPITAL, LLC and XLR MEDICAL CORPORATION dated as of April 12, 2021 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this ?Agreement?), dated as of April 12, 2021, is entered into between Mammoth Crest Capital, LLC, a Wyoming limited liability company (?Seller?) and XLR Medical Corporation, |
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| April 12, 2021 |
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 12, 2021 XLR MEDICAL CORP. (Exact name of registrant as specified in charter) Nevada 333-206764 88-0488851 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 2, 2021 |
EX-4.1 2 xlrmex41.htm FORM OF WARRANT EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO |
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| April 2, 2021 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 8-K 1 xlrm8k.htm FORM 8-K 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 and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2021 XLR MEDICAL CORP. (Exact Name of Registrant as Specified in its Cha |
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| April 2, 2021 |
Form of Senior Secured Promissory Note EX-10.2 4 xlrmex102.htm SENIOR SECURED PROMISSORY NOTE EXHIBIT 10.2 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIR |
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| April 2, 2021 |
Form of Pledge and Security Agreement EX-10.3 5 xlrmex103.htm PLEDGE AND SECURITY AGREEMENT EXHIBIT 10.3 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on March 25, 2021 by and between XLR MEDICAL CORP., a corporation organized under the laws of the State of Nevada and CBD Brand Partners, LLC, a Wyoming Limited Liability Company (collectively, the “Debtor”) and , a limited l |
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| April 2, 2021 |
Securities Purchase Agreement, dated March 25, 2021. EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of March , 2021 by and among XLR MEDICAL CORP., a corporation organized under the laws of the state of Nevada (“XLRM”) and CBD BRAND PARTNERS, LLC, a Wyoming Limited Liability Company (“CBDBP,” and collectively with XLRM, the “Company”), and a limited liability company (the “Purchaser”). RECI |
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| March 19, 2021 |
DEF 14C 1 xlrmdef14c.htm DEF 14C INFORMATION STATEMENT OF XLR MEDICAL CORP. 201 W Montecito Street Santa Barbara, CA 93101 Telephone: (805) 222-6330 NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING To the Stockholders of XLR Medical Corp.: The attached Information Statement is furnished by the Board of Directors of XLR Medical Corp. (the “Company,” “we,” or “us”). The Company, a Nevada corpor |
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| March 9, 2021 |
PRE 14C 1 xlrmpre14c.htm PRE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement XLR MEDICAL CORP. (Name of Registrant as Specified in Its Charter) Payment |
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| December 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 30, 2020 XLR Medical Corp. (Exact name of registrant as specified in its charter) Nevada 88-0488851 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| November 3, 2020 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 XLR MEDICAL CORP. (Name of S |
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| October 1, 2020 |
10-Q 1 xlrm10q.htm FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-27246 XLR M |
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| July 27, 2020 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 XLR MEDICAL CORP. (Name of Sma |
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| July 9, 2020 |
10-K 1 xlrm10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: January 31, 2020 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-52901 |
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| March 5, 2020 |
XLRM / XLR Medical Corp. 10-Q - Quarterly Report - FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 XLR MEDICAL CORP. (Name of S |
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| October 18, 2019 |
XLRM / XLR Medical Corp. 10-Q - Quarterly Report - FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-206764 XLR MEDICAL CORP. (Name of Smal |
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| August 5, 2019 |
XLRM / XLR Medical Corp. / Glass Bryan - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 XLR MEDICAL CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 983756206 (CUSIP Number) Bryan Glass 20 West Park Ave. Suite 207 Long Beach, NY 11561 July 31, 2019 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the |
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| June 27, 2019 |
June 27, 2019 Mr. Ruairi Regan Mr. David Link Division of Corporation Finance Office of Beverages, Apparel and Mining U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: XLR MEDICAL CORP. Registration Statement on Form 10-12G/A Filed April 30, 2019 File No. 000-50026 Dear Messrs. Regan and Link: This letter sets forth the respo |
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| June 27, 2019 |
10-12G/A 1 xlrm1012ga.htm 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Under Section 12(b) or (g) of The Securities Exchange Act of 1934 XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) Nevada 88-0488851 (State or other jurisdiction of incorporation or organization) (I. |
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| June 18, 2019 |
Certificate of Reinstatement with the state of Nevada, filed December 6, 2018. EXHIBIT 3.7 |
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| June 18, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Under Section 12(b) or (g) of The Securities Exchange Act of 1934 XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) Nevada 88-0488851 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2 |
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| June 18, 2019 |
Certificate of Amendment by Custodian, dated December 6, 2018. EXHIBIT 3.6 |
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| June 18, 2019 |
EXHIBIT 3.5 |
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| June 18, 2019 |
June 17, 2019 Mr. Ruairi Regan Mr. David Link Division of Corporation Finance Office of Beverages, Apparel and Mining U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: XLR MEDICAL CORP. Registration Statement on Form 10-12G Filed April 30, 2019 File No. 000-50026 Dear Messrs. Regan and Link: This letter sets forth the respons |
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| April 30, 2019 |
Certificate of Amendment by Custodian, dated December 6, 2018. EX-3.6 2 xlrmex36.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.6 |
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| April 30, 2019 |
Certificate of Reinstatement with the state of Nevada, filed December 6, 2018. EXHIBIT 3.7 |
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| April 30, 2019 |
XLRM / XLR Medical Corp. 10-12G 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Under Section 12(b) or (g) of The Securities Exchange Act of 1934 XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) Nevada 88-0488851 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 20 West Park Avenue |
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| February 12, 2009 |
15-12G 1 form15-12g.htm CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE NUMB |
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| April 29, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 2008 |
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| February 11, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 XLR Medical Corp. (Name of Issuer) Common Stock, par .00001 (Title of Class of Securities) 983756206 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| December 17, 2007 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended October 31, 2007 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of |
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| September 14, 2007 |
10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED JULY 31, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended July 31, 2007 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the tra |
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| June 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended April 30, 2007 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Exa |
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| May 16, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the fiscal year ended January 31, 2007 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Name o |
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| April 30, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 [ x ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 20 |
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| December 15, 2006 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 3.3 DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Change Pursuant to NRS 78.209 Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed P |
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| December 15, 2006 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended October 31, 2006 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act O |
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| September 14, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended July 31, 2006 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Exac |
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| June 14, 2006 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ x ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended April 30, 2006 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of |
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| June 7, 2006 |
10KSB 1 form10ksb.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED JANUARY 31, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [ x ] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the fiscal year ended January 31, 2006 [ ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For t |
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| May 2, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: January 31, 2006 ? Transition Re |
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| December 23, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended October 31, 2005 ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Exact n |
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| December 16, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 CUSIP NUMBER 983756 10 7 ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: October |
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| December 13, 2005 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.2 SETTLEMENT AND TRANSFER AGREEMENT THIS AGREEMENT is dated for reference as of the 13th day of December, 2005. AMONG: XLR MEDICAL CORP., a Nevada corporation, having an address at Suite 3400 Park Place, 666 Burrard Street, Vancouver, BC, Canada V6C 3P6 (hereinafter called the “Company") OF THE FIRST PART AND: |
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| December 13, 2005 |
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 DECEMBER 8, 2005 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-59872 88-0488851 (State or other jurisdiction of (Commission File (IRS Employer Ide |
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| December 13, 2005 |
DEBT SETTLEMENT AGREEMENT THIS AGREEMENT made the 8th day of December, 2005. A M O N G: 689158 B.C. LTD. (the ?Borrower?) - and - THE CHARLES F. WHITE CORPORATION (the ?Lender?) - and - XLR MEDICAL CORP. (the ?Guarantor?) WHEREAS pursuant to an agreement dated March 8, 2004 (the ?Loan Agreement?), the Borrower borrowed the amount of $500,000 US from the Lender; AND WHEREAS the Loan Agreement was a |
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| October 18, 2005 |
10QSB 1 form10qsb.htm REPORT FOR THE QUARTERLY PERIOD ENDED JULY 31, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended July 31, 2005 ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transitio |
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| October 18, 2005 |
Notice of Default dated September 2, 2005 from Leonard Reiffel. EX-10.2 2 exhibit10-2.htm NOTICE OF DEFAULT DATED SEPTEMBER 2, 2005 FROM LEONARD REIFFEL Leonard Reiffel 602 Deming Place Chicago, Illinois 60614 September 2, 2005 VIA FEDERAL EXPRESS President Mr. Logan B. Anderson Exelar Medical Corporation XLR Medical Corp. Suite 204, 1480 Gulf Road 3199 E. Warm Springs Road, Suite 200 Point Roberts, Washington 98281 Las Vegas, Nevada 89120 Re: Technology Trans |
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| October 18, 2005 |
Notice of Disposition of Collateral from The Charles F. White Corporation. NOTICE OF DISPOSITION OF COLLATERAL Pursuant to Section 59(10) of the Personal Property Security Act of British Columbia TO: 689158 B. |
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| September 14, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 CUSIP NUMBER 983756107 ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: July 31, |
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| August 30, 2005 |
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 August 26, 2005 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-50026 88-0488851 (State or other jurisdiction of (Commission File (IRS Employer Iden |
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| June 23, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended April 30, 2005 ? Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Exact nam |
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| June 15, 2005 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR MEDICAL CORP. - Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 CUSIP NUMBER 983756 10 7 ¨ Form 10-K ¨ Form 20- |
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| June 6, 2005 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 99.1 XLR MEDICAL CORP. Suite 204, 1480 Gulf Road Point Roberts, Washington 98281 News Release Trading Symbol: XLRC June 6, 2005 – Point Roberts, WA- XLR Medical Corp. (the “Company”) announced today that it has received notice that it will not be receiving the $4,700,000 in financing as previously reported. In Mar |
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| June 6, 2005 |
10KSB 1 form10ksb.htm REPORT FOR THE FISCAL YEAR ENDED JANUARY 31, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the fiscal year ended January 31, 2005 ¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition |
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| May 2, 2005 |
NT 10-K 1 form12b25.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CS |
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| April 20, 2005 |
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 April 5, 2005 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-50026 88-0488851 (State or other jurisdiction of (Commission File (IRS Employer Identi |
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| April 20, 2005 |
Founder of GE Imatron joins XLR Medical’s board Founder of GE Imatron joins XLR Medical’s board POINT ROBERTS, WA, April 5, 2005 - XLR Medical Corp. |
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| March 22, 2005 |
XLR MEDICAL CORP. Suite 204, 1480 Gulf Road Point Roberts, Washington 98281 XLR MEDICAL CORP. Suite 204, 1480 Gulf Road Point Roberts, Washington 98281 News Release Trading Symbol: XLRC March 17, 2005 ? Point Roberts, WA- XLR Medical Corp. (the ?Company?) announced today that it has negotiated a $4,700,000 convertible note financing with an investor based in New York. The Company has reached a non-binding letter of intent with the investor which is subject to completion o |
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| March 22, 2005 |
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 March 16, 2005 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-50026 88-0488851 (State or other jurisdiction of (Commission File (IRS Employer Ident |
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| March 22, 2005 |
Non-Binding Letter of Intent dated March 16, 2005 from Avi Faliks. Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.1 From: Avi Faliks Date: Wed, 16 Mar 2005 01:39:12 Subject: Re: Revised Intent to Finance Gentlemen, Please consider this email a non-binding letter of intent for financing subject to drafting of a formal agreement. Summary of Intent to Finance: 1. A Convertible Note (CN) issued by the public company (symbol - |
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| March 3, 2005 |
8-K 1 form8k.htm CURRENT REPORT 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 February 28, 2005 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-50026 88-0488851 (State or other jurisdiction of ( |
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| March 3, 2005 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.3 FORBEARANCE AND AMENDMENT AGREEMENT THIS AGREEMENT made the 28th day of February, 2005. A M O N G: 689158 B.C. LTD. (the “Borrower”) - and - THE CHARLES F. WHITE CORPORATION (the “Lender”) - and - XLR MEDICAL CORP. (“XLR”) WHEREAS the Borrower is indebted to the Lender in the principal amount of $580,000 (U.S |
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| March 3, 2005 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.2 GUARANTEE This Guarantee dated as of March 8, 2004 made by TSI MEDICAL CORP. (the “Guarantor”) to and in favour of THE CHARLES F. WHITE CORPORATION (the “Lender”) as lender under the Loan Agreement hereinafter referred to. WHEREAS: A. 689158 B.C. Ltd. (the “Borrower”) has entered into a loan agreement with th |
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| March 3, 2005 |
LOAN AGREEMENT THIS AGREEMENT dated as of the 8th day of March, 2004. BETWEEN: 689158 B.C. Ltd., c/o O?Neill & Taylor Law Corporation Barrister and Solicitors Suite 1880 ? 1055 West Georgia Street Box 11122 Vancouver, British Columbia V6E 3P3 (hereinafter called the ?Borrower?) OF THE FIRST PART AND: THE CHARLES F. WHITE CORPORATION, c/o 150 ? 10760 Shellbridge Way Richmond, British Columbia V6X 3 |
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| December 27, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended October 31, 2004 ¨ Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the transition period fromto Commission File Number: 000-50026 XLR MEDICAL COR |
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| December 16, 2004 |
SC 13D 1 schd13d.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden Hours per response .... 14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 XLR MEDICAL CORP. (Name of Issuer) COMMON STOCK, $0.00001 PER SHARE PAR VALUE (Title of Class of Securities) 983756 10 7 (CUSIP Number) P |
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| December 16, 2004 |
NT 10-Q 1 form12b25.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 CUSIP NUMBER 983756 10 7 ¨ Form 10-K or Form 10KSB ¨ Form 20-F ¨ Form 11-K x Form 10 |
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| December 14, 2004 |
XLR MEDICAL CORP. Suite 3400 Park Place, 666 Burrard Street Vancouver, BC V6C 3P6 XLR MEDICAL CORP. Suite 3400 Park Place, 666 Burrard Street Vancouver, BC V6C 3P6 News Release Trading Symbol: XLRC December 14, 2004 – Vancouver, BC – XLR Medical Corp. (“XLR” or the “Company”) announced today that Harold C. Moll has resigned as Chairman and Director of the Company and Mr. Derek van Laare has resigned as Secretary of the Company. Mr. Moll and Mr. van Laare have resigned for perso |
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| December 14, 2004 |
8-K 1 form8k.htm CURRENT REPORT 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 DECEMBER 10, 2004 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-59872 88-0488851 (State or other jurisdiction of ( |
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| November 23, 2004 |
8-K/A 1 form8ka.htm AMENDMENT NO. 1 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2004 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-59872 88-0488851 (State o |
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| November 15, 2004 |
Filed by Automated Filing Services Inc. (604) 609-0244 - XLR MEDICAL CORP. - Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-50026 CUSIP NUMBER 983756 10 7 ¨ Form 10-K or Form 10 |
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| October 29, 2004 |
XLR MEDICAL CORP. Suite 3400 Park Place, 666 Burrard Street Vancouver, BC V6C 3P6 Canada October 13, 2004 TO: Exelar Corporation AND TO: Exelar Medical Corporation Dear Sirs: RE: Technology Acquisition and Funding Agreement dated March 22, 2004 (the Agreement") This will confirm that in consideration of Exelar Corporation and Exelar Medical Corporation agreeing not to exercise their rights to deli |
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| October 29, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the fiscal year ended June 30, 2004 ? Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from to COMMISSION FILE NUMBER 000-50026 XLR MEDICAL CORP. (Name of |
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| September 28, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Commission File Number: 000-50026 (Check One): x Form 10-KSB ? Form 20-F ? Form 11-K ? Form 10-QSB ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2004 ? Transition Report on Form 10-KSB ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10 |
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| September 23, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden Hours per response …. 14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 XLR MEDICAL CORP. (Name of Issuer) COMMON STOCK, $0.00001 PER SHARE PAR VALUE (Title of Class of Securities) 983756 10 7 (CUSIP Number) Harold C. Moll Unit 45, |
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| September 23, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden Hours per response ?. 14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 XLR MEDICAL CORP. (Name of Issuer) COMMON STOCK, $0.00001 PER SHARE PAR VALUE (Title of Class of Securities) 983756 10 7 (CUSIP Number) Derek R. Van Laare 6119 |
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| September 17, 2004 |
AGREEMENT AND PLAN OF MERGER This Agreement And Plan Of Merger dated as of the 13th day of September, 2004. |
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| September 17, 2004 |
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 September 13, 2004 Date of Report (Date of earliest event reported) XLR MEDICAL CORP. (Exact name of registrant as specified in its charter) NEVADA 000-59872 88-0488851 (State or other jurisdiction of (Commission File (IRS Employer I |
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| September 17, 2004 |
EX-10.1 5 exhibit10-1.htm TECHNOLOGY ACQUISITION AND FUNDING AGREEMENT DATED FOR REFERENCE MARCH 22, 2004 TECHNOLOGY ACQUISITION AND FUNDING AGREEMENT THIS AGREEMENT is dated for reference as of the 22 day of March, 2004. BETWEEN: TSI MEDICAL CORP. a Nevada corporation ("TSI") OF THE FIRST PART AND: EXELAR CORPORATION, a Delaware corporation ("Exelar") OF THE SECOND PART AND: EXELAR MEDICAL CORPOR |
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| September 17, 2004 |
Bylaws, As Amended, for Relay Mines Limited. BYLAWS, AS AMENDED OF RELAY MINES LIMITED (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. |
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| September 17, 2004 |
RELAY MINES LIMITED Suite 3400 Park Place, 666 Burrard Street Vancouver, BC V6C 3P6 Filed by Automated Filing Services Inc. (604) 609-0244 - Exelar Medical Corporation - Exhibit 99.1 RELAY MINES LIMITED Suite 3400 Park Place, 666 Burrard Street Vancouver, BC V6C 3P6 News Release Current Trading Symbol: RLYM New Trading Symbol: XLRC Relay Mines Limited ("Relay") issued the following news release today. Effective September 13, 2004, Relay's wholly owned subsidiary, TSI Med Acquisit |
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| September 17, 2004 |
Articles of Merger for Relay Mines Limited and TSI Med Acquisition Corp. DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate. |
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| August 30, 2004 |
SC 14F1 1 rml14f82704.htm RELAY MINES SCHEDULE 14(F) =================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INFORMATION FILED PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 29, 2004 RELAY MINES LIMITED (Exact name of registrant as specified in its charter) Nevada (Stat |
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| August 20, 2004 |
Exhibit 10.1 Exhibit 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT is made effective as of the 12th day of August, 2004. AMONG: CARLO CIVELLI, of Gerbergasse 5, Postfach 7427, 8023, Zurich, Switzerland ("Civelli") OF THE FIRST PART AND: BRUNO MOSIMANN, of Albisriederstrasse 164, Postfach, 8040, Zurich, Switzerland ("Mosimann") OF THE SECOND PART AND: TSI MEDICAL CORP., a Nevada corporation with |
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| August 20, 2004 |
======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 18, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RELAY MINES LIMITED Form 8-K for June 18, 2004 =================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 18, 2004 |
Exhibit 99.1 News Release Relay Mines Limited ("Relay") and TSI Medical Corp. ("TSI") announced today that they have entered into a letter of intent for the proposed merger of Relay and TSI. Under the terms of the proposed merger, the merged company will have 23,367,208 shares outstanding of which 13,367,208 shares will be held by the shareholders of Relay and 10,000,000 shares will be held by the |
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| February 11, 2004 |
QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED DECEMBER 31, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 12, 2003 |
Exhibit 99.1 Exhibit 99.2 RELAY MINES LIMITED DISCLOSURE COMMITTEE CHARTER Disclosure Policy All financial disclosures made by the Corporation to its security holders or the investment community should (i) be accurate, complete and timely, (ii) fairly present, in all material respects, the Corporation's financial condition, results of operations and cash flows, and (iii) meet any other legal, regu |
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| September 12, 2003 |
Exhibit 14.1 RELAY MINES LIMITED CODE OF ETHICS TOPICS 1. Statement of Policy 2. Implementation and Enforcement 3. Relations with Competitors and Other Third Parties 4. Insider Trading, Securities Compliance and Public Statements 5. Financial Reporting 6. Human Resources 7. Environmental, Health and Safety 8. Conflicts of Interest 9. International Trade 10. Government Relations 11. Contractors, Co |
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| September 12, 2003 |
Exhibit 99.1 RELAY MINES LIMITED CHARTER - AUDIT COMMITTEE Committee Role The committee's role is to act on behalf of the board of directors and oversee all material aspects of the company's reporting, control, and audit functions, except those specifically related to the responsibilities of another standing committee of the board. The audit committee's role includes a particular focus on the qual |
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| September 12, 2003 |
FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ================================================================================== FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2003 |
PART I.- FINANCIAL INFORMATION PART II - OTHER INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB [ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or the transition period from to COMMISSION FILE NUMBER 333-59872 Relay Mines Limit |
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| May 9, 2003 |
PART I.- FINANCIAL INFORMATION PART II - OTHER INFORMATION 10QSB 1 rlymmr312003.htm RELAY MINES MARCH 2003 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB [ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or the transition period from |
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| February 12, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER 333-59872 RELAY MINES LI |
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| November 13, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB ================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 19 |
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| November 5, 2002 |
8-K/A 1 relay8ka.htm AMENDMENT TO THE FORM 8-K FOR RELAY MINES LIMITED ================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 4, 2002 RELAY MINES LIMITED (Exact name of registrant as specifie |
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| November 5, 2002 |
EX-16 3 exh161.htm LETTER FROM WILLIAMS & WEBSTER, P.S. Exhibit 16.1 WILLIAMS & WEBSTER, P.S. Certified Pubic Accountants 601 West Riverside Suite 1940 Spokane, Washington 99201 (509) 838-5111 FAX: (509) 838 5114 October 29, 2002 Securities and Exchange Commission 450 Fifth Street SW Washington, DC 20549 Re: Relay Mines Limited Commission File Number 333-59872 Dear Sirs: We are in agreement with t |
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| October 23, 2002 |
8-K 1 relay8k.htm FORM 8-K FOR RELAY MINES LIMITED ================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report October 18, 2002 RELAY MINES LIMITED (Exact name of registrant as specified in its charter) NEVADA (State o |
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| October 4, 2002 |
8-A12G 1 form8a.htm FORM 8-A12G FOR RELAY MINES LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RELAY MINES LIMITED (Exact name of registrant as specified in its charter.) Nevada (State of incorporation of organization) 88-0488851 (I.R.S. Employer Id |
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| September 26, 2002 |
FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 333-59872 RELAY MINES LIMITED (Exact name of r |
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| May 10, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB 10QSB 1 relay30210q.htm RELAY MINES LIMITED FORM 10-QSB FOR THE PERIOD ENDING MARCH 31, 2002 ================================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 OR [ ] |
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| March 12, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For |
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| January 17, 2002 |
Exhibit 15.2 EXHIBIT 15.2 WILLIAMS & WEBSTER, P.S. Certified Public Accountants 601 West Riverside Suite 1940 Spokane, Washington 99201-0611 (509) 838-8111 FAX (509) 624-5001 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Board of Directors Relay Mines Limited Vancouver, B.C. Canada We consent to the use of our review report dated November 16, 2001, on the financial statements of Relay Mines Limited as o |
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| January 17, 2002 |
As filed with the Securities and Exchange Commission on . Registration No. 333-59872 ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - - FORM SB-2/A-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RELAY MINES LIMITED (Name of small business issuer in its charter) Nevada 1081 88-0488851 (State or Other Juri |
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| December 6, 2001 |
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Exhibit 15.1 Williams & Webster, P.S. Certified Public Accountants & Business Consultants Bank of American Financial Center 601 West. Riverside Suite 1940 Spokane, Washington 99201-0611 (509) 838-511 Fax (509) 838-5114 E-mail: [email protected] Board of Directors Relay Mines Limited Vancouver, BC Canada CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS We c |
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| December 6, 2001 |
As filed with the Securities and Exchange Commission on . Registration No. 333-59872 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM SB-2/A-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RELAY MINES LIMITED (Name of small business issuer in its charter) Nevada 1081 88-0488851 (State or Other Jurisdiction of Organization) (Primary Standard Industrial Classification Code) |
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| August 28, 2001 |
As filed with the Securities and Exchange Commission on . Registration No. 333-59872 ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - - FORM SB-2/A-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RELAY MINES LIMITED (Name of small business issuer in its charter) Nevada 1081 88-0488851 (State or Other Jurisdi |
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| May 1, 2001 |
As filed with the Securities and Exchange Commission on . Registration No. ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - - FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RELAY MINES LIMITED (Name of small business issuer in its charter) Nevada 1081 88-0488851 (State or Other Jurisdiction of Organ |
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| May 1, 2001 |
EX-10 12 exh107.htm WARRANTY DEED Exhibit 10.7 WARRANTY DEED The Grantor, Tomasz Tomczyk, of Suite 111 - 9071 No 5. Road, Richmond, BC for and in consideration of ten dollars ($10.00) and other good and valuable consideration, does hereby convey unto Relay Mining Limited, a Nevada corporation with offices at 1160- 1040 West Georgia St., Vancouver, BC, (the"Grantee"), all right title and interest i |
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| May 1, 2001 |
EX-10 7 exh102.htm MUGWUMP #2 CLAIM EXHIBIT 10.2 Ministry of Energy and Mines. Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E1 |
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| May 1, 2001 |
Articles of Incorporation for Relay Mines Limited. EX-3 2 exh31.htm ARTICLES OF INCORPORATION EXHIBIT 3.1 ARTICLES OF INCORPORATION OF RELAY MINES LIMITED FIRST The name of the corporation is RELAY MINES LIMITED. SECOND Its principal office in the state of Nevada is located at 3110 E. Sunset Road, Suite H1, Las Vegas, Nevada 89120 The name and address of its resident agent is Pacific Corporate Services, 3110 E. Sunset Road, Suite H1, Las Vegas, Ne |
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| May 1, 2001 |
EX-10 11 exh106.htm MUGWUMP #6 CLAIM EXHIBIT 10.6 Ministry of Energy and Mines. Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E |
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| May 1, 2001 |
EX-10 10 exh105.htm MUGWUMP #5 CLAIM EXHIBIT 10.5 Ministry of Energy and Mines. Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E |
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| May 1, 2001 |
EX-10 6 exh101.htm MUGWUMP #1 CLAIM EXHIBIT 10.1 Ministry of Energy and Mines, Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E1 |
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| May 1, 2001 |
EX-10 9 exh104.htm MUGWUMP #4 CLAIM EXHIBIT 10.4 Ministry of Energy and Mines. Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E1 |
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| May 1, 2001 |
EX-99 15 exh991.htm SUBSCRIPTION AGREEMENT Exhibit 99.1 SUBSCRIPTION AGREEMENT Relay Mines Limited 1160-1040 West Georgia Street Vancouver, British Columbia Canada V6E 4H1 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing shares of Common Stock of Relay Mines Limited (the "Company") at a price of $0.10 per Share (the "Subscription Price") Purch |
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| May 1, 2001 |
EX-3 3 exh32.htm BYLAWS EXHIBIT 3.2 BYLAWS OF RELAY MINES LIMITED I. SHAREHOLDER'S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may b |
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| May 1, 2001 |
EX-10 8 exh103.htm MUGWUMP #3 CLAIM EXHIBIT 10.3 Ministry of Energy and Mines. Energy and Minerals Division Mineral Titles Branch 380266 RECORD OF 2 POST CLAIM - MINERAL TENURE ACT (Section 24) BRITISH COLUMBIA Mining Division Tenure No. Gold Commissioner Date of Record APPLICATION TO RECORD A 2 POST CLAIM I, Tom Tomczyk, Name of Locator, Suite 111-9071 No 5 Road, Richmond British Columbia V7A 4E1 |
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| May 1, 2001 |
EX-4 4 exh41.htm SPECIMEN STOCK CERTIFICATE EXHIBIT 4.1 RELAY MINES LIMITED INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA AUTHORIZED SHARES $0.00001 PAR VALUE NUMBER SHARES CUSIP See Reverse For Certain Definitions THIS CERTIFIES THAT Is The Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON STOCK OF RELAY MINES LIMITED Transferable only on the books of the Company in |
