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

6 Months Ended

Jun. 30, 2012

Note 2. RESTATEMENT OF CONDENSED FINANCIAL STATEMENTS

Subsequent to the issuance of our condensed financial statements for the quarter ended June 30, 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 adjusted the financials to include the operations for GrowOp Technology for the first quarter ended March 31, 2011. We have also determined that the impairment of goodwill should have been recorded in the quarter ended March 31, 2012.

The effect of this restatement is to change previously reported expenses, net loss and loss per share for the three and six months ended June 30, 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 June 30, 2012
	As
	Reported						As
	Previously			Adjustments			Restated
Assets
Current Assets:
Cash	$	6,053		$			$	6,053
Accounts receivable, net		91,256			(5,000	)		86,256
Inventories, net		331,161			(1,855	)		329,306
Current portion of notes receivable, net of allowance		-						-
Prepaid Inventory		-			29,070			29,070
Total Current Assets		428,470			22,215			450,685
Property and equipment, net		47,610			(694	)		46,916
Deposits		5,000			(5,000	)		-
Total Assets	$	481,080		$	16,521		$	497,601

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	230,079		$	(3,391	)	$	226,688
Note payable		279,982						279,982
Loans from Related Party		179,190						179,190
Total Current Liabilities		689,251			(3,391	)		685,860

Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001;
authorized and issued 100 shares as of June 30, 2012		-						-
Preferred stock, Convertible Series B, Par value $0.001;
authorized 24,999,900 shares; issued and outstanding
14,750,000 shares as of June 30, 2012		14,750						14,750
Common stock, Par value $0.001; authorized 350,000,000
shares; issued 82,038,520 shares as of June 30, 2012		82,039						82,039
Additional paid-in capital		2,911,638			5,000,000			7,911,638
Accumulated Deficit		(3,216,598	)		(4,980,088	)		(8,196,686	)
Total Stockholders' Equity		(208,171	)		19,912			(188,259	)

Total Liabilities and Stockholders' Equity	$	481,080		$	16,521		$	497,601

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	$	147,236		$	22,964		$	170,200
Note payable		250,000						250,000
Loans from Related Party		150,000						150,000
Due to officers		-			500			500
Total Current Liabilities		547,236			23,464			570,700

Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001;
authorized and issued 100 shares as of December 31, 2011		-						-
Preferred stock, Convertible Series B, Par value $0.001;
authorized 24,999,900 shares; issued and outstanding
12,750,000 shares as of December 31, 2011		12,750			-			12,750
Common stock, Par value $0.001; authorized 350,000,000
shares; issued 33,848,520 shares as of December 31, 2011		33,849			-			33,849
Additional paid-in capital		2,866,427			1			2,866,428
Accumulated Deficit		(2,895,604	)		43,006			(2,852,598	)
Total Stockholders' Equity		17,422			43,007			60,429

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

RECONCILIATION OF CONDENSED STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2012									Three Months Ended June 30, 2011
	As									As
	Reported						As			Reported						As
	Previously			Adjustments			Restated			Previously			Adjustments			Restated

Total Revenues	$	64,185		$	19,000		$	83,185		$	139,306		$	(1,462	)	$	137,844
Cost of Goods Sold		91,608			(18,160	)		73,448			51,030			(13,755	)		37,275
		(27,423	)		37,160			9,737			88,276			12,293			100,569
Selling, general and administrative expenses		130,640			(2,807	)		127,833			209,813			22,270			232,083
Loss from operations		(158,063	)		39,967			(118,096	)		(121,537	)		(9,977	)		(131,514	)

Other Income (Expenses)
Interest Expense		(17,278	)		914			(16,364	)		-			-			-
Total Other Income (Expense)		(17,278	)		914			(16,364	)		-			-			-
Loss before Provision of Income Taxes		(175,341	)		40,881			(134,460	)		(121,537	)		(9,977	)		(131,514	)
Provision for income taxes		-						-			800			-			800
Net Loss applicable to common shareholders	$	(175,341	)	$	40,881		$	(134,460	)	$	(122,337	)	$	(9,977	)	$	(132,314	)

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

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		82,024,454			82,024,454			82,024,454			18,540,316			18,540,316			18,540,316

RECONCILIATION OF CONDENSED STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2012
	As
	Reported						As
	Previously			Adjustments			Restated

Total Revenues	$	276,076		$	19,000		$	295,076
Cost of Goods Sold		226,053			44,321			270,374
		50,023			(25,321	)		24,702
Selling, general and administrative expenses		336,393			199,223			535,616
Impairment of goodwill		-			4,799,965			4,799,965
Loss from operations		(286,370	)		(5,024,509	)		(5,310,879	)

Other Income (Expenses)
Interest Expense		(33,245	)		914			(32,331	)
Total Other Income (Expense)		(33,245	)		914			(32,331	)
Loss before Provision of Income Taxes		(319,615	)		(5,023,595	)		(5,343,210	)
Provision for income taxes		879			(1	)		878
Net Loss applicable to common shareholders	$	(320,494	)	$	(5,023,594	)	$	(5,344,088	)

Net Loss per Common Share Basic and Diluted	$	-		$	(0.07	)	$	(0.07	)

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		71,447,755			71,447,755			71,447,755

RECONCILIATION OF CONDENSED STATEMENT OF CASH FLOW

	As of June 30, 2012
	As
	Reported						As
	Previously			Adjustments			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(320,994	)	$	(5,023,094	)	$	(5,344,088	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		7,931			(28	)		7,903
Change in notes receivable reserve		40,000			(35,466	)		4,534
Warrants issued with common stock		15,400						15,400
Preferred stock issued for compensation		-			200,000			200,000
Impairment of goodwill		-			4,799,965			4,799,965

Changes in operating assets and liabilities:
Accounts receivable		(77,065	)		18,656			(58,409	)
Inventory		85,954			99,754			185,708
Prepaid inventory		3,938			(18,232	)		(14,294	)
Notes receivable		18,656			(18,656	)		-
Deposits		-			5,000			5,000
Accounts payable		82,844			(26,356	)		56,488
Due to officers		-			(500	)		(500	)
Net cash used in operations		(143,336	)		1,043			(142,293	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-						-
Cash assumed in reverse merger		-			35			35
Net cash used in investing activities		-			35			35

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable		29,982						29,982
Proceeds from issuance of notes payable to
related parties		44,190						44,190
Payments on notes payable		-						-
Payments on notes payable to related parties		(15,000	)					(15,000	)
Proceeds from issuance of common stock and
warrants		80,000						80,000
Net cash provided by financing activities		139,172			-			139,172

NET CHANGE IN CASH AND CASH EQUIVALENTS		(4,164	)		1,078			(3,086	)
CASH AND CASH EQUIVALENTS, beginning		10,217			(1,078	)		9,139
of period
CASH AND CASH EQUIVALENTS, end of period	$	6,053		$	-		$	6,053