Blüm Holdings Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

RESTATEMENT OF CONDENSED FINANCIAL STATEMENTS

RESTATEMENT OF CONDENSED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 - RESTATEMENT OF CONDENSED FINANCIAL STATEMENTS

Subsequent to the issuance of our condensed financial statements for the quarter ended March 31, 2012, we have re-evaluated our interpretation of the merger set forth in the Agreement and Plan of Merger dated February 9, 2012 and have determined that the exchange of the Series A Preferred Stock and the Series B Preferred Stock should not have been expensed in the quarter ended March 31, 2012. We have also determined that the operations for GrowOp Technology should have been included in the quarter ended March 31, 2011.

The effect of this restatement is to change previously reported expenses, net loss and loss per share for the three months ended March 31, 2012 and 2011.

Impact of the restatement on our Condensed Financial Statements

Our condensed financial statements presented in this Quarterly Report on Form 10-Q/A has been restated to reflect the impact from the restatement adjustments described above as follows:

RECONCILIATION OF CONDENSED BALANCE SHEETS

	As of March 31, 2012
	As
	Reported						As
	Previously			Adjustments			Restated

Assets
Current Assets:
Cash	$	14,873		$			$	14,873
Accounts receivable, net		126,456			(18,056	)		108,400
Inventories, net		363,228						363,228
Current portion of notes receivable, net of allowance		9,424			(9,424	)		-
Prepaid Inventory		13,461			11,490			24,951
Total Current Assets		527,442			(15,990	)		511,452
Property and equipment, net		51,286			(711	)		50,575
Deposits		5,000						5,000
Total Assets	$	583,728		$	(16,701	)	$	567,027

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	576,328		$	(370,102	)	$	206,226
Note payable		250,000						250,000
Loans from Related Party		175,000						175,000
Due to officers		-						-
Total Current Liabilities		1,001,328			(370,102	)		631,226

Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001;
authorized and issued 100 shares as of March 31, 2012		-						-
Preferred stock, Convertible Series B, Par value $0.001;
authorized 24,999,900 shares; issued and outstanding
14,750,000 shares as of March 31, 2012		14750						14,750
Common stock, Par value $0.001; authorized 350,000,000
shares; issued 81,998,520 shares as of March 31, 2012		81999						81,999
Additional paid-in capital		20837044			(17,955,766	)		2,881,278
Accumulated Deficit		(21351393	)		18,309,167			(3,042,226	)
Total Stockholders' Equity		(417,600	)		353,401			(64,199	)

Total Liabilities and Stockholders' Equity	$	583,728		$	(16,701	)	$	567,027

RECONCILIATION OF CONDENSED BALANCE SHEETS

	As of December 31, 2011
	As
	Reported						As
	Previously			Adjustments			Restated

Assets
Current Assets:
Cash	$	10,217		$	(1,078	)	$	9,139
Accounts receivable, net		34,191			(1,810	)		32,381
Inventories, net		417,115			97,899			515,014
Current portion of notes receivable, net of allowance		38,656			(38,656	)		-
Prepaid Inventory		3,938			10,838			14,776
Total Current Assets		504,117			67,193			571,310
Property and equipment, net		55,541			(722	)		54,819
Deposits		5,000						5,000
Total Assets	$	564,658		$	66,471		$	631,129

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	420,636		$	(250,436	)	$	170,200
Note payable		250,000						250,000
Loans from Related Party		150,000						150,000
Due to officers		118,792			(118,292	)		500
Total Current Liabilities		939,428			(368,728	)		570,700

Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001;
authorized and issued 100 shares as of March 31, 2012		-						-
Preferred stock, Convertible Series B, Par value $0.001;
authorized 24,999,900 shares; issued and outstanding
14,750,000 shares as of March 31, 2012		-			12,750			12,750
Common stock, Par value $0.001; authorized 350,000,000
shares; issued 81,998,520 shares as of March 31, 2012		48,000			(14,151	)		33,849
Additional paid-in capital		4,275,300			(1,408,872	)		2,866,428
Accumulated Deficit		(4,698,070	)		1,845,472			(2,852,598	)
Total Stockholders' Equity		(374,770	)		435,199			60,429

Total Liabilities and Stockholders' Equity	$	564,658		$	66,471		$	631,129

RECONCILIATION OF CONDENSED STATEMENT OF OPERATIONS

	As of March 31, 2012									As of March 31, 2011
	As									As
	Reported						As			Reported						As
	Previously			Adjustments			Restated			Previously			Adjustments			Restated

Total Revenues	$	218,905		$	(7,014	)	$	211,891		$	-		$	243,936		$	243,936
Cost of Goods Sold		136,430			60,496			196,926			-			210,578			210,578
		82,475			(67,510	)		14,965			-			33,358			33,358
Selling, general and administrative expenses		16,718,953			(16,531,205	)		187,748			3,798			119,691			123,489
Loss from operations		(16,636,478	)		16,463,695			(172,783	)		(3,798	)		(86,333	)		(90,131	)

Other Income (Expenses)
Interest Expense		(15,967	)					(15,967	)		-			(10,527	)		(10,527	)
Total Other Income (Expense)		(15,967	)		-			(15,967	)		-			(10,527	)		(10,527	)
Loss before Provision of Income Taxes		(16,652,445	)		16,463,695			(188,750	)		(3,798	)		(96,860	)		(100,658	)
Provision for income taxes		878						878			-						-
Net Loss applicable to common shareholders	$	(16,653,323	)	$	16,463,695		$	(189,628	)	$	(3,798	)	$	(96,860	)	$	(100,658	)

Net Loss per Common Share Basic and Diluted	$	(0.24	)	$	0.24		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		69,695,760			69,695,760			69,695,760			10,320,000			6,636,853			16,956,853

RECONCILIATION OF CONDENSED STATEMENT OF CASH FLOW

	As of March 31, 2012									As of March 31, 2011
	As									As
	Reported						As			Reported						As
	Previously			Adjustments			Restated			Previously			Adjustments			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(16,653,323	)	$	16,463,695		$	(189,628	)	$	(3,798	)	$	(96,860	)	$	(100,658	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		4,255			(11	)		4,244						3,020			3,020
Change in notes receivable reserve		20,000			(20,000	)		-									-
Warrants issued with common stock		15,000						15,000									-
Preferred stock issued for compensation		16,277,200			(16,277,200	)		-									-

Changes in operating assets and liabilities:
Accounts receivable		(92,265	)		16,246			(76,019	)					(45,315	)		(45,315	)
Inventory		53,887			97,899			151,786						(10,277	)		(10,277	)
Prepaid inventory		(9,523	)		(652	)		(10,175	)		187			(4,368	)		(4,181	)
Notes receivable		9,232			(9,232	)		-						(5,765	)		(5,765	)
Accounts payable		305,693			(269,667	)		36,026			1,229			101,768			102,997
Due to officers		(500	)		-			(500	)					37,500			37,500
Net cash used in operations		(70,344	)		1,078			(69,266	)		(2,382	)		(20,297	)		(22,679	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment								-			-			(5,259	)		(5,259	)
Net cash used in investing activities		-			-			-			-			(5,259	)		(5,259	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable to
related parties		30,000						30,000						-			-
Payments on notes payable		(5,000	)					(5,000	)					(100,000	)		(100,000	)
Payments on notes payable to related parties								-						-			-
Proceeds from issuance of common stock and
warrants		50,000						50,000						183,750			183,750
Net cash provided by financing activities		75,000			-			75,000			-			83,750			83,750

NET CHANGE IN CASH AND CASH EQUIVALENTS		4,656			1,078			5,734			(2,382	)		58,194			55,812
CASH AND CASH EQUIVALENTS, beginning of period		10,217			(1,078	)		9,139			2,447			59,724			62,171
CASH AND CASH EQUIVALENTS, end of period	$	14,873		$	-		$	14,873			65			117,918			117,983