UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

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 under Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

For the transition period from ________ to ________

 

Commission File No. 000-52828

 

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-0521119

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028

(Address of Principal Executive Offices, Including Zip Code)

 

(833) 223-4204

(Registrant’s telephone number, including area code)

 

______________________________________________________________

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

 

Securities Registered under Section 12(b) of the Exchange Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Smaller reporting company

☒

Accelerated filer

☐

Emerging growth company

☒

Non-accelerated Filer

☒

 

 

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 658,855,696 as of May 22, 2023.

 

 

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

 

Page

 

Consolidated Balance Sheets as of March 31, 2023 (unaudited), and December 31, 2022 (audited)

 

3

 

Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2023 and 2022

 

4

 

Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the Three Months Ended March 31, 2023 and 2022

 

5

 

Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2023 and 2022

 

6

 

Notes to Unaudited Consolidated Financial Statements

 

7

 

 

 
2

Table of Contents

 

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Balance Sheets

 

 

 

3/31/23

(unaudited)

 

 

12/31/22

(audited)

 

ASSETS

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$7,234

 

 

$44,448

 

Other current assets

 

 

 

 

 

 

 

 

Inventory

 

 

82,987

 

 

 

88,381

 

Accounts receivable

 

 

2,315

 

 

 

2,259

 

Right of use asset - operating lease

 

 

6,128

 

 

 

---

 

Total current assets

 

 

98,664

 

 

 

135,088

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Fixtures and equipment

 

 

6,009

 

 

 

7,127

 

Deferred offering cost

 

 

76,293

 

 

 

76,293

 

Right of use asset - operating lease

 

 

9,199

 

 

 

---

 

Other asset

 

 

1,000

 

 

 

---

 

Total other assets

 

 

92,501

 

 

 

83,420

 

TOTAL ASSETS

 

$191,165

 

 

$218,508

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Other current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$61,950

 

 

$103,849

 

Accrued interest payable

 

 

32,444

 

 

 

15,977

 

Due to related party

 

 

104,123

 

 

 

79,077

 

Third-party notes payable, net of loan fees of $46,544 (unaudited) and debt discount of $113,286 (unaudited) at March 31, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively

 

 

703,325

 

 

 

669,775

 

Lease liability - operating

 

 

6,128

 

 

 

---

 

Total current liabilities

 

 

907,970

 

 

 

868,678

 

Long-term liabilities

 

 

 

 

 

 

 

 

Lease liability - operating

 

 

9,199

 

 

 

---

 

Total long-term liabilities

 

 

9,199

 

 

 

---

 

TOTAL LIABILITIES

 

$917,169

 

 

$868,678

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and 42,000 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively

 

$42

 

 

$42

 

Common stock, $0.001 par value, 2,500,000,000 shares authorized, 530,136,997 and 310,695,330 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively

 

 

530,136

 

 

 

310,695

 

Stockholder receivable

 

 

(1,000)

 

 

(1,000)

Additional paid-in capital

 

 

3,291,701

 

 

 

3,320,042

 

Retained earnings (accumulated deficit)

 

 

(4,546,883)

 

 

(4,279,949)

Total stockholders’ equity

 

 

(726,004)

 

 

(650,170)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$191,165

 

 

$218,508

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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Table of Contents

 

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statements of Operations

 

 

 

For the Three Months

Ended March 31,

 

 

 

2023

(unaudited)

 

 

2022

(unaudited)

 

Sales

 

$7,385

 

 

$13,802

 

Cost of goods sold

 

 

3,999

 

 

 

7,970

 

Gross profit (loss)

 

 

3,386

 

 

 

5,832

 

Expense

 

 

 

 

 

 

 

 

Consulting services

 

 

---

 

 

 

63,100

 

Website expense

 

 

175

 

 

 

1,720

 

Depreciation expense

 

 

1,118

 

 

 

1,118

 

Amortization expense

 

 

---

 

 

 

31,667

 

Legal and professional services

 

 

7,350

 

 

 

5,100

 

Advertising and marketing

 

 

---

 

 

 

102,245

 

License fee

 

 

4,325

 

 

 

16,998

 

Rent

 

 

2,582

 

 

 

1,800

 

General and administrative

 

 

70,610

 

 

 

285,104

 

Total expenses

 

 

86,160

 

 

 

508,852

 

Net operating loss

 

 

(82,774)

 

 

(503,020)

Other expense

 

 

 

 

 

 

 

 

Interest expense

 

 

(184,261)

 

 

(167,338)

Interest income

 

 

101

 

 

 

---

 

Total other income (expense)

 

 

(184,160)

 

 

(167,338)

Profit (loss) before taxes

 

 

(266,934)

 

 

(670,358)

Income tax expense

 

 

---

 

 

 

---

 

Net profit (loss)

 

$(266,934)

 

$(670,358)

 

 

 

 

 

 

 

 

 

Net profit (loss) per common share

 

 

 

 

 

 

 

 

Basic

 

$(0.00)

 

$(0.00)

Diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

433,167,850

 

 

 

301,230,828

 

Diluted

 

 

894,450,785

 

 

 

346,355,206

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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Table of Contents

 

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2023 and 2022 (unaudited)

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Stockholder

 

 

Additional

Paid-in

 

 

Retained

Earnings

(Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

Capital

 

 

Deficit)

 

 

Total

 

Balance, December 31, 2022

 

 

42,000

 

 

$42

 

 

 

310,695,330

 

 

$310,695

 

 

$(1,000)

 

$3,320,042

 

 

$(4,279,949)

 

$(650,170)

Common stock issued for debt cancellation

 

 

---

 

 

 

---

 

 

 

68,541,667

 

 

 

68,541

 

 

 

---

 

 

 

(50,841)

 

 

---

 

 

 

17,700

 

Common stock issued for debt cancellation

 

 

---

 

 

 

---

 

 

 

41,900,000

 

 

 

41,900

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

41,900

 

Common stock issued for debt cancellation

 

 

---

 

 

 

---

 

 

 

106,500,000

 

 

 

106,500

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

106,500

 

Common stock issued for services

 

 

---

 

 

 

---

 

 

 

2,500,000

 

 

 

2,500

 

 

 

---

 

 

 

22,500

 

 

 

---

 

 

 

25,000

 

Net loss

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

$(266,934)

 

 

(266,934)

Balance, March 31, 2023

 

 

42,000

 

 

$42

 

 

 

530,136,997

 

 

$530,136

 

 

$(1,000)

 

 

3,291,701

 

 

$(4,546,883)

 

$(726,004)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2021

 

 

---

 

 

$---

 

 

 

301,230,828

 

 

$310,693

 

 

$(1,000)

 

$2,991,163

 

 

$(2,621,183)

 

$670,210

 

Net loss

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

---

 

 

 

(670,358)

 

 

(670,358)

Balance, March 31, 2022

 

 

---

 

 

$---

 

 

 

301,230,828

 

 

$301,230

 

 

$(1,000)

 

$2,991,163

 

 

$(3,291,541)

 

$(148)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
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Table of Contents

 

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

For the Three Months

Ended March 31,

 

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(266,934)

 

$(670,358)

Adjustments to reconcile net loss to net cash used for operating activities:

 

 

 

 

 

 

 

 

Stock issued for services

 

 

5,000

 

 

 

---

 

Depreciation and amortization

 

 

158,741

 

 

 

32,784

 

Non-cash debt conversion fees

 

 

5,250

 

 

---

 

Account receivable

 

 

(56)

 

 

(708)

Debt amortization

 

 

---

 

 

 

166,667

 

Prepaid consulting fees

 

 

---

 

 

 

62,600

 

Accrued interest

 

 

16,467

 

 

 

672

 

Inventory

 

 

5,394

 

 

 

(4,166)

Accrued expenses

 

 

(21,899)

 

 

14,553

 

Other asset

 

 

(1,000)

 

 

---

 

Net cash used for operating activities

 

 

(99,037)

 

 

(397,956)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayment of loans payable - third party

 

 

(88,553)

 

 

(200,000)

Proceeds loans payable - third parties

 

 

125,330

 

 

 

---

 

Proceeds from issuance of common stock

 

 

---

 

 

 

203,750

 

Net advances from related party

 

 

25,046

 

 

 

---

 

Net cash provided by financing activities

 

 

61,823

 

 

 

3,750

 

Net increase (decrease) in cash and cash equivalents

 

 

(37,214)

 

 

(394,206)

Cash and cash equivalents at beginning of period

 

 

44,448

 

 

 

499,766

 

Cash and cash equivalents at end of period

 

$7,234

 

 

$105,560

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

    Common stock issued to repay third-party debt

 

$160,850

 

 

$---

 

    Common stock issued for services for reduction in accounts payable

 

$20,000

 

 

$---

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$---

 

 

$---

 

Interest paid

 

$10,171

 

 

$---

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
6

Table of Contents

 

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

 

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

 

These unaudited interim consolidated financial statements, as of March 31, 2023, and for the three months ended March 31, 2023 and 2022, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2023. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities Exchange Commission.

 

Nature of Operations

 

The Company is the exclusive worldwide manufacturer and distributor for MiteXstreamTM, an EPA-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew.

 

The Company also manufactures and sells, under its Grizzly Creek NaturalsTM brand name, CBD products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

 

Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $809,306 (unaudited) as of March 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s activities will necessitate significant uses of working capital for 2023 and beyond. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.

 

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

 

 
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Table of Contents

 

Cash and Cash Equivalents and Restricted Cash

 

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2023, and December 31, 2022.

 

Income Taxes

 

The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

Basic and Diluted Net Loss Per Share

 

Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2023 and 2022.

 

Related Parties

 

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Inventories

 

Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO).

 

Property and Equipment

 

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years.

 

Accounts Receivable and Revenue Recognition

 

Accounts receivable is recorded net of an allowance for expected losses. As of March 31, 2023 and 2022, there is $-0- and $-0- recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory.

 

Deferred Financing Costs

 

Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. As of March 31, 2023, there were $46,544 in unamortized loan fees.

 

 
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Convertible Notes

 

The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements.

 

Leases

 

Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.

 

Recent Accounting Pronouncements

 

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.

 

 

 
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3. CORONAVIRUS PANDEMIC

 

During 2020 a strain of coronavirus (COVID-19) was reported worldwide resulting in decreased economic activity and closures of businesses which has adversely affected the broader global economy. The virus, including the responses thereto, has continued to affect the economy into 2023. At this time, the extent to which COVID-19 will continue to impact the economy and the Company is uncertain. Pandemics or other significant public heath events could have a material adverse effect on the Company and the results of its operations in the future.

 

4. CONCENTRATION OF CREDIT RISK

 

In the normal course of business the Company maintains cash with a Federally-insured financial institution. Individual account balance may occasionally exceed the Federally-insured limit of $250,000. The Company has not experienced and does not anticipate any losses as a result of any account balances exceeding the Federally-insured limits.

 

5. PREFERRED STOCK

 

During the year ended December 31, 2022, pursuant to six separate Exchange Agreements a total of 42,000 shares of Series A Preferred Stock were issued in exchange for a total of 123,472,996 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued.

 

6. COMMON STOCK

 

Common Stock Issued for Services

 

Three Months Ended March 31, 2023

 

In April 2022, the Company entered into an executive services agreement with a former executive officer, pursuant to which it was obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At December 31, 2022, the Company was obligated to issue a total of 2,000,000 shares of its common stock pursuant to this agreement, the total value of which, $20,000, is included in the Company’s accounts payable at December 31, 2022. All 2,000,000 shares were issued subsequent to December 31, 2022. In addition, during the three months ended March 31, 2023, the Company issued 500,000 shares under this agreement, which shares were valued at $5,000.

 

Three Months Ended March 31, 2022

 

In January 2022, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $7,500 of its common stock for each month of the six-month term of such agreement. Subsequent to March 31, 2022, the Company issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $22,500, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022.

 

Common Stock Issued for Debt Conversions

 

Talos Victory Fund, LLC. During the three months ended March 31, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

106,500

 

 

$0.001

 

 

 

106,500,000

 

Total Converted: $106,500

 

 

 

 

 

 

Total Shares: 106,500,000

 

 

 
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Mast Hill Fund, L.P. During the three months ended March 31, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

36,650

 

 

$0.001

 

 

 

41,900,000

 

 

Total Converted: $36,650

 

 

 

 

 

 

 

Total Shares: 41,900,000

 

 

Boot Capital, LLC. During the three months ended March 31, 2023, $17,700 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

6,250

 

 

$0.0003

 

 

 

20,833,333

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

 

Total Converted: $17,700

 

 

 

 

 

 

 

Total Shares: 68,541,667

 

 

 

NOTE 7. WARRANTS

 

At March 31, 2023, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants:

 

Outstanding as of December 31, 2022

 

 

421,282,935

 

Granted

 

 

---

 

Exchanged for common shares

 

 

---

 

Outstanding as of March 31, 2023

 

 

421,282,935

 

 

NOTE 8. NEW MITEXSTREAM AGREEMENT

 

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

 

 

New MiteXstream Agreement

Original MiteXstream Agreement

Term

December 31, 2080

Initial terms of 10 years, with one 10-year renewal term

Territory

Worldwide Exclusive (1)

United States and Canada

Royalty

$10.00 per gallon manufactured

Effective royalty of an estimated $50 per gallon

Minimums

2,500 gallons of concentrate manufactured per year (2)

$20,000 of product per year

Sublicensing

Right to sublicense granted

No right to sublicense

Trademarks

For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”

For no extra consideration, rights granted to use “MiteXstream”

(1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.

(2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.

 

The disinterested Directors of the Company approved the New MiteXstream Agreement.

 

 
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9. INTANGIBLE ASSET

 

The Company had an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and was being amortized over 18 months. The Company recorded amortization expense in the amount of $0 and $31,667 for the periods ended March 31, 2023 and 2022, respectively. As of December 31, 2022, the intangible asset had been completely amortized.

 

10. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES

 

Tri-Bridge Ventures LLC. In April 2020, the Company obtained a loan in the amount of $25,000 from Tri-Bridge Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “Tri-Bridge Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. Tri-Bridge Note is convertible into shares of the Company’s common stock at the rate of one share for each $.001 of debt converted anytime after August 30, 2020.

 

During the year ended December 31, 2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock.

 

At March 31, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.

 

Tiger Trout Capital Puerto Rico, LLC. In September 2021, the Company obtained a loan from Tiger Trout Capital Puerto Rico, LLC which netted the Company $250,000 in proceeds. In consideration of such loan, the Company issued a $500,000 face amount convertible promissory note (“Tiger Trout Note”), with OID of $250,000, with principal due in September 2022. During the three months ended March 31, 2022, the Company repaid in full the remaining $200,000 balance of the Tiger Trout Note.

 

1800 Diagonal Lending LLC. In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 recorded as a debt discount and a one-time interest charge of $25,102, with principal and interest payable in 10 equal monthly payments of $25,330.20 beginning in May 2022. The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

 

The 1800 Diagonal Note #1 was paid in full during the three months ended March 31, 2023.

 

Talos Victory Fund, LLC. In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), with OID of $13,500 recorded as a debt discount, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

 

During the three months ended March 31, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

106,500

 

 

$0.001

 

 

 

106,500,000

 

 

Total Converted: $106,500

 

 

 

 

 

 

 

Total Shares: 106,500,000

 

 

At March 31, 2023, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively.

 

Mast Hill Fund, L.P. In May 2002, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $25,000 recorded as a debt discount, commissions of $18,000 and legal fees of $7,000. The Mast Hill Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

 

In December 2022, the Mast Hill Note #1 was amended to increase the principal by $100,000, which amount represents financing fees. Also in December 31, 2022, the Company repaid $100,000 in principal of the Mast Hill Note #1.

 

 
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During the three months ended March 31, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

36,650

 

 

$0.001

 

 

 

41,900,000

 

Total Converted: $36,650

 

 

 

 

 

 

Total Shares: 41,900,000

 

 

At March 31, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $240,500 .

 

GS Capital Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500 recorded as a debt discount, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

 

As of March 31, 2023, the Company was delinquent in its repayment obligations under the GS Capital Note #1. The GS Capital Note #1 had a remaining balance of $28,000 and $42,000 at March 31, 2023, and December 31, 2022, respectively.

 

Boot Capital, LLC. In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $56,000 in proceeds. In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600 recorded as a debt discount, commissions of $3,360 and legal fees of $2,500. The Boot Capital Note #1 is due in August 2023 and is convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4.99% equity blocker.

 

During the three months ended March 31, 2023, $17,700 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

6,250

 

 

$0.0003

 

 

 

20,833,333

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

 

Total Converted: $17,700

 

 

 

 

 

 

 

Total Shares: 68,541,667

 

 

 

At March 31, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $43,900 and $61,600, respectively.

 

Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $130,500 in proceeds. In consideration of such loan, the Company issued a $145,000 face amount promissory note (the “Mast Hill Note #2”), with OID of $14,500 recorded as a debt discount, commissions of $10,440 and legal fees of $3,000. The Mast Hill Note #2 is due in September 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0025 per share, subject to a 4.99% equity blocker.

 

At March 31, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $145,000.  

 

1800 Diagonal Lending LLC. In November 2022, the Company obtained a loan from 1800 Diagonal Lending LLC which netted the Company $100,000 in proceeds. In consideration of such loan, the Company issued a $103,750 face amount convertible promissory note (“1800 Diagonal Note #2”) bearing interest at 10% per annum, with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at a premium ranging from 120% to 125% of the face amount. The 1800 Diagonal Note #2 is convertible into shares of the Company’s common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023.

 

At March 31, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $103,750.

 

Mast Hill Fund, L.P. In December 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $179,650 in proceeds. In consideration of such loan, the Company issued a $223,000 face amount senior secured promissory note (the “Mast Hill Note #3”), with OID of $22,300 recorded as a debt discount, commissions of $16,050 and legal fees of $5,000. The Mast Hill Note #3 is due in December 2023 and is convertible into shares of our common stock at any time at a conversion price of $0.001 per share, subject to a 4.99% equity blocker. In connection with the Mast Hill Note #3, we issued to Mast Hill 223,000,000 cashless warrants with an exercise price of $.001 per share. Additionally, we issued 11,468,572 cashless warrants with an exercise price of $0.0014 per share to Darbie, as a placement agent fee, in connection with the Mast Hill Note #3.

 

 
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At March 31, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $223,000.

 

1800 Diagonal Lending LLC. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $125,330.20 in proceeds. In consideration of such loan, the Company issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. The Company has the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

 

At March 31, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $115,655.

 

11. STOCKHOLDER RECEIVABLE

 

At March 31, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock.

 

12. AMENDMENTS OF ARTICLES OF INCORPORATION

 

In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports.

 

In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021.

 

In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock.

 

In November 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 2,500,000,000 shares.

 

Certificate of Designation – Series A Preferred Stock

 

In August 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations:

 

Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series A Preferred Stock and the number of shares so designated shall be Forty-Two Thousand (42,000). Each share of the Series A Preferred Stock shall have a par value of $0.001.

 

Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.

 

Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

 

(a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus

 

(b)   The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

 

 
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Dividends. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

 

Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

 

Conversion and Adjustments.

 

Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:

 

Each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of the Company’s common stock that equals one percent (1.00%) of the number of issued and outstanding shares of the Company’s common stock outstanding on the date of conversion (the “Conversion Rate”).

 

No Partial Conversion. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.

 

Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.

 

Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.

 

Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

 

No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.

 

13. RELATED PARTY TRANSACTIONS

 

Advances from Related Parties

 

Three Months Ended March 31, 2023

 

During the three months ended March 31, 2023, the Company obtained $25,046 in advances from related parties.

 

Three Months Ended March 31, 2022

 

During the three months ended March 31, 2022, the Company obtained no advances from related parties.

 

New Mitexstream Agreement

 

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

 

New MiteXstream Agreement

Original MiteXstream Agreement

Term

December 31, 2080

Initial terms of 10 years, with one 10-year renewal term

Territory

Worldwide Exclusive (1)

United States and Canada

Royalty

$10.00 per gallon manufactured

Effective royalty of an estimated $50 per gallon

Minimums

2,500 gallons of concentrate manufactured per year (2)

$20,000 of product per year

Sublicensing

Right to sublicense granted

No right to sublicense

Trademarks

For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”

For no extra consideration, rights granted to use “MiteXstream”

 

(1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.

(2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.

 

 
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The disinterested Directors of the Company approved the New MiteXstream Agreement

 

14. LOANS PAYABLE – RELATED PARTIES

 

Three Months Ended March 31, 2023

 

During the three months ended March 31, 2023, the Company obtained $25,046 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of March 31, 2023, the Company owed Mr. Newlan the amount of $25,681.

 

As of March 31, 2022, the Company owed $68,800 to Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. Such amount accrues no interest and is due on demand.

 

As of March 31, 2022, the Company owed $4,400 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand.

 

As of March 31, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest.

 

Three Months Ended March 31, 2022

 

During the three months ended March 31, 2022, the Company did not obtain any loans from related parties. As of March 31, 2022, the Company owed Astonia LLC $5,242 in principal and $268 in accrued and unpaid interest.

 

15. LEASE

 

 The Company entered into a lease agreement for office space in Argyle, Texas, beginning January 9, 2023, and ending on January 31, 2025. The monthly rents over the 24-month period amount to $1,450. An operating lease liability calculated using a discount rate of 4.19% and a right of use asset of $17,195 were recorded at the lease commencement date of January 9, 2023. The balance of the right of use asset and the related lease liability for this lease were $15,327 and $15,327, respectively, at March 31, 2023. Operating lease costs associated with this lease were $1,868, for the period ended March 31, 2023.

 

Future minimum lease payments under the operating leases are as follows:

 

Period Ended March 31,

 

Amount

 

2023

 

$6,525

 

2024

 

 

8,700

 

2025

 

 

725

 

Total minimum lease payments

 

 

15,950

 

Less: amount of lease payments representing interest

 

 

(623 )

Present value of future minimum lease payments

 

 

15,327

 

Less: current liability under lease

 

 

(6,128 )

Long-term lease liability

 

$9,199

 

 

In January 2023, the Company entered into a lease for the operating facility described below.

 

Address

 

Description

 

Use

 

Yearly Rent

 

 

Expiration Date

 

11961 Hilltop Road

Building 7 – Suite 22

Argyle, Texas 76226

 

Office/Warehouse

(1,500 sq. ft.)

 

Administrative/ Warehousing

 

$8,700*

 

January 31, 2025

 

 

 

*

The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII), an affiliate the Company. By agreement with Petro X Solutions, each party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450.

 

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16.  SUBSEQUENT EVENTS

 

Common Stock Issued for Debt Conversions

 

GS Capital Partners, LLC. Subsequent to March 31, 2023, $8,700 in principal and $960 in interest on the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

4,800

 

 

$0.000203125

 

 

 

26,194,560

 

 

3,900

 

 

 

0.00017875

 

 

 

26,057,678

 

 

Total Converted: $8,700

 

 

 

 

 

 

 

Total Shares: 52,252,238

 

 

Mast Hill Fund, L.P. Subsequent to March 31, 2023, $15,060 in interest on the Mast Hill Note #2 has been repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

15,060

 

 

$0.0003

 

 

 

50,200,000

 

Total Converted: $15,060

 

 

 

 

 

 

Total Shares: 50,200,000

 

 

Loans From a Related Party

 

Subsequent to March 31, 2023, the Company has obtained a total of $21,000 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay operating expenses of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand.

 

Other

 

Management has evaluated subsequent events through May 22, 2023.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Basis of Presentation

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section includes financial results of our company, Black Bird Biotech, Inc., including its subsidiaries, Black Bird Potentials Inc. (BB Potentials), Big Sky American Dist., LLC (Big Sky American) and Black Bird Hemp Manager, LLC, for the three months ended March 31, 2023 and 2022.

 

Cautionary Statement

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes, beginning on page F-1 of this Quarterly Report.

 

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties. We assume no obligation to update any of the forward-looking statements included herein.

 

Implications of Being an Emerging Growth Company

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

 

·

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

 

 

 

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

 

 

 

·

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

 

 

 

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Critical Accounting Policies

 

In General. Our accounting policies are discussed in detail in the footnotes to our financial statements beginning on page F-1. We consider our critical accounting policies related to revenue recognition, inventory and fair value of financial instruments.

  

 
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Overview and Outlook

 

Through BB Potentials, our company is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide (EPA Reg. No. 95366-1) effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew. Also through BB Potentials, we manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American distributes our Grizzly Creek Naturals products, as well as an array of other consumer retail products, in Western Montana. In addition, for 2020 and 2021, BB Potentials was a licensed grower of industrial hemp under the Montana Hemp Pilot Program and, in connection therewith, established “Black Bird American Hemp” as the brand name under which these efforts were to be conducted. For the foreseeable future, we have suspended our hemp-related efforts.

 

Principal Factors Affecting Our Financial Performance

 

Our future operating results can be expected to be primarily affected by the following factors:

 

 

·

our ability to establish and maintain the value proposition of our MiteXstream biopesticide, vis-a-vis other available pest control products;

 

·

our ability to generate sales channels for MiteXstream; and

 

·

our ability to contain our operating costs.

 

Results of Operations

 

Three Months Ended March 31, 2023 (“Interim 2023”) and 2022 (“Interim 2022”). Our 2021 purchase of certain distribution-related assets pursuant to the Big Sky APA was made with an expectation that an immediately accessible larger number of retail locations would allow us to increase more quickly sales of our CBD products. Big Sky American, since beginning its consumer product distribution operations in Northwest Montana in April 2021, has had a positive impact on our operating results, when compared to our prior operating results. However, our anticipated increase in sales of our CBD products has not yet occurred. During Interim 2023, sales of non-CBD consumer products we lower compared to prior periods, which followed a trend beginning during the summer of 2022, when Western Montana experiences a significant reduction in tourism. During Interim 2023, sales of MiteXstream were relatively small, though slightly higher from the fourth quarter of 2022, as we began to place product in Ace Hardware stores across Montana.

 

During Interim 2023, our business operations generated $7,385 (unaudited) in revenues from sales with a cost of goods sold of $3,999 (unaudited), resulting in a gross profit of $3,386 (unaudited). During Interim 2022, our business operations generated $13,802 (unaudited) venues from sales with a cost of goods sold of $7,970 (unaudited), resulting in a gross profit of $5,832 (unaudited).

 

During Interim 2023, we incurred operating expenses of $86,160 (unaudited), which were comprised of $175 (unaudited) in website expenses, $1,118 (unaudited) in depreciation and amortization, $7,350 (unaudited) in legal and professional services, $2,582 (unaudited) in rent, $4,325 (unaudited) in license fee and $70,610 (unaudited) in general and administrative expense, resulting in a net operating loss of $82,774 (unaudited). In addition, we incurred total other expense of $184,160 (unaudited), which was comprised of $184,261 (unaudited) in interest expense offset by $101 (unaudited) in interest income, resulting in a net loss for Interim 2023 of $266,934 (unaudited).

 

During Interim 2022, we incurred operating expenses of $508,852 (unaudited), which were comprised of $63,100 (unaudited) in consulting services, $1,720 (unaudited) in website expenses, $32,785 (unaudited) in depreciation and amortization, $5,100 (unaudited) in legal and professional services, $1,800 (unaudited) in rent, $102,245 (unaudited) in advertising and marketing expense, $16,998 (unaudited) in license fee and $285,104 (unaudited) in general and administrative expense, resulting in a net operating loss of $503,020 (unaudited). In addition, we incurred interest expense of $167,338 (unaudited), resulting in a net loss for Interim 2022 of $670,358 (unaudited).

 

We expect that our revenues will increase from quarter to quarter beginning with the third quarter of 2023, as sales of MiteXstream are expected to increase from our recently-initiated marketing efforts. There is no assurance that such will be the case, and we expect to incur operating losses through at least December 31, 2023. Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream, we cannot predict the levels of our future revenues.

 

Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream and Grizzly Creek Naturals, we cannot predict the levels of our future revenues. However, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business.

 

 
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Plans for 2023

 

Substantially all of our available capital, financial and human, will be devoted to increasing sales of MiteXstream. Through our marketing consulting agreement with Spire+, we are implementing a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. In addition, our internal efforts will be focused on developing sales channels outside the scope of the Spire+ efforts. There is no assurance that we will be successful in increasing sales of MiteXstream.

 

Financial Condition, Liquidity and Capital Resources

 

March 31, 2023. At March 31, 2023, our company had $7,234 (unaudited) in cash and a working capital deficit of $809,306 (unaudited), compared to $44,448 in cash and a working capital deficit of $824,230 at December 31, 2022. The change in our working capital position from December 31, 2022, to March 31, 2023, is attributable primarily to our inability to increase sales of our products, our repayment of debt, the payment of increased marketing expenses and the payment of operating expenses.

 

Our company’s current cash position of approximately $5,000 is not adequate for our company to maintain its present level of operations through the remainder of 2023. We must obtain additional capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

 

Capital Sources. We derived capital from sales of our common stock and from loans. Our capital sources are described below.

 

Regulation A Offerings. In May 2020, our company filed an Offering Statement on Form 1-A (File No. 054-11215) (the “Reg A #1”) with the SEC with respect to 70,000,000 shares of common stock, as amended, which was qualified by the SEC on August 4, 2020. During the year ended December 31, 2021, we sold a total of 4,875,000 shares of common stock for a total of $195,000 in cash, under the Reg A #1, which expired by its terms on August 4, 2021. At the end of August 2021, our company filed a second Offering Statement on Form 1-A (File No. 024-11621) (the “Reg A #2”) with the SEC with respect to 100,000,000 shares of common stock, as amended, which was qualified by the SEC on September 9, 2021. During the year ended December 31, 2021, we sold a total of 93,033,333 shares of common stock for a total of $1,395,500 in cash, under the Reg A #2.

 

Third-Party Loans.

 

Tri-Bridge Ventures LLC. In April 2020, the Company obtained a loan in the amount of $25,000 from Tri-Bridge Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “Tri-Bridge Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. Tri-Bridge Note is convertible into shares of the Company’s common stock at the rate of one share for each $.001 of debt converted anytime after August 30, 2020. The Tri-Bridge Note was repaid in full through conversion into shares of the Company’s common stock during 2022. At March 31, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.

 

Tiger Trout Capital Puerto Rico, LLC. In September 2021, the Company obtained a loan from Tiger Trout Capital Puerto Rico, LLC which netted the Company $250,000 in proceeds. In consideration of such loan, the Company issued a $500,000 face amount convertible promissory note (“Tiger Trout Note”), with OID of $250,000, with principal due in September 2022. During the three months ended March 31, 2022, Company repaid in full the remaining $200,000 balance of the Tiger Trout Note.

 

1800 Diagonal Lending LLC. In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 recorded as a debt discount and a one-time interest charge of $25,102, with principal and interest payable in 10 equal monthly payments of $25,330.20 beginning in May 2022. The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. The 1800 Diagonal Note #1 was paid in full during the three months ended March 31, 2023.

 

Talos Victory Fund, LLC. In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), with OID of $13,500 recorded as a debt discount, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

 

 
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                During the three months ended March 31, 2023, the remaining balance of the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

106,500

 

 

$0.001

 

 

 

106,500,000

 

Total Converted: $106,500

 

 

 

 

 

 

Total Shares: 106,500,000

 

 

At March 31, 2023 and 2022, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively.

 

Mast Hill Fund, L.P. In May 2002, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $25,000 recorded as a debt discount, commissions of $18,000 and legal fees of $7,000. The Mast Hill Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

 

In December 2022, the Mast Hill Note #1 was amended to increase the principal by $100,000, which amount represents financing fees. Also in December 31, 2022, the Company repaid $100,000 in principal of the Mast Hill Note #1.

 

During the three months ended March 31, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

36,650

 

 

$0.001

 

 

 

41,900,000

 

Total Converted: $36,650

 

 

 

 

 

 

Total Shares: 41,900,000

 

 

At March 31, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $240,500 and 240,500, respectively.

 

GS Capital Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500 recorded as a debt discount, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

 

As of March 31, 2023, the Company was delinquent in its repayment obligations under the GS Capital Note #1. The GS Capital Note #1 had a remaining balance of $26,320 and $42,000 at March 31, 2023, and December 31, 2022, respectively.

 

Subsequent to March 31, 2023, $8,700 in principal and $960 in interest on the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

4,800

 

 

$0.000203125

 

 

 

26,194,560

 

 

3,900

 

 

 

0.00017875

 

 

 

26,057,678

 

Total Converted: $8,700

 

 

 

 

 

 

Total Shares: 52,252,238

 

 

                Boot Capital, LLC. In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $56,000 in proceeds. In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600 recorded as a debt discount, commissions of $3,360 and legal fees of $2,500. The Boot Capital Note #1 is due in August 2023 and is convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4.99% equity blocker.

 

                During the three months ended March 31, 2023, $17,700 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

6,250

 

 

$0.0003

 

 

 

20,833,333

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

 

5,725

 

 

 

0.00024

 

 

 

23,854,167

 

Total Converted: $17,700

 

 

 

 

 

 

Total Shares: 68,541,667

 

 

 
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At March 31, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $43,900 and $61,600, respectively.

 

Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $130,500 in proceeds. In consideration of such loan, the Company issued a $145,000 face amount promissory note (the “Mast Hill Note #2”), with OID of $14,500 recorded as a debt discount, commissions of $10,440 and legal fees of $3,000. The Mast Hill Note #2 is due in September 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0025 per share, subject to a 4.99% equity blocker.

 

At March 31, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $145,000, respectively.

 

Subsequent to March 31, 2023, $15,060 in interest on the Mast Hill Note #2 has been repaid through conversion into shares of the Company’s common stock, as follows:

 

Amount Converted

 

 

Conversion Price Per Share

 

 

Number Shares

 

$

15,060

 

 

$0.0003

 

 

 

50,200,000

 

Total Converted: $15,060

 

 

 

 

 

 

Total Shares: 50,200,000

 

 

1800 Diagonal Lending LLC. In November 2022, the Company obtained a loan from 1800 Diagonal Lending LLC which netted the Company $100,000 in proceeds. In consideration of such loan, the Company issued a $103,750 face amount convertible promissory note (“1800 Diagonal Note #2”) bearing interest at 10% per annum, with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at a premium ranging from 120% to 125% of the face amount. The 1800 Diagonal Note #2 is convertible into shares of the Company’s common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023.

 

At March 31, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $103,750 and $103,750, respectively.

 

Mast Hill Fund, L.P. In December 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $179,650 in proceeds. In consideration of such loan, the Company issued a $223,000 face amount senior secured promissory note (the “Mast Hill Note #3”), with OID of $22,300 recorded as a debt discount, commissions of $16,050 and legal fees of $5,000. The Mast Hill Note #3 is due in December 2023 and is convertible into shares of our common stock at any time at a conversion price of $0.001 per share, subject to a 4.99% equity blocker. In connection with the Mast Hill Note #3, we issued to Mast Hill 223,000,000 cashless warrants with an exercise price of $.001 per share. Additionally, we issued 11,468,572 cashless warrants with an exercise price of $0.0014 per share to Darbie, as a placement agent fee, in connection with the Mast Hill Note #3.

 

At March 31, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $223,000 and $223,000, respectively.

 

1800 Diagonal Lending LLC. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $125,330.20 in proceeds. In consideration of such loan, the Company issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. The Company has the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

 

At March 31, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $219,405.

 

Related-Party Loans. During the three months ended March 31, 2023, the Company obtained $25,531 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of March 31, 2023, the Company owed Mr. Newlan the amount of $25,531.

 

As of March 31, 2022, the Company owed $70,500 to Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. Such amount accrues no interest and is due on demand.

 

 
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As of March 31, 2022, the Company owed $10,000 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand.

 

As of March 31, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest.

 

Inflation

 

Our management believes economic conditions point toward significant inflationary pressures arising in the near future. However, no prediction can be made in this regard and, further, no prediction can be made with respect to how the potential impact any inflation would affect our results of operations.

 

Seasonality

 

Our Big Sky American operations are subject to seasonal fluctuation, with the months of May through September providing approximately 70% of Big Sky American’s sales revenues. We expect that our operating results with respect to MiteXstream will be impacted, in an indeterminate measure, by the seasonality of farming operations, including cannabis grow operations. However, we are currently unable to predict the level to which such seasonality will impact our MiteXstream business.

 

Off Balance Sheet Arrangements

 

As of March 31, 2023, there were no off-balance sheet arrangements.

 

Contractual Obligations

 

In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our Directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the previously-leased facility for storage, at no charge.

 

In January 2023, we entered into a lease for the operating facility described below.

 

Address

 

Description

 

 

Use

 

Yearly Rent

 

Expiration Date

11961 Hilltop Road

Building 7 – Suite 22

Argyle, Texas 76226

Office/Warehouse

(1,500 sq. ft.)

 

Administrative/ Warehousing

 

$8,700 *

 

January 31, 2025

 

*

The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII), an affiliate the Company. By agreement with Petro X Solutions, each party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450.

 

Capital Expenditures

 

We made no capital expenditures during the three months ended March 31, 2023, nor during the year ended December 31, 2022. Without obtaining additional capital, we will not be able to make any capital expenditures.

 

 
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COVID-19

 

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

 

As of the quarter ended March 31, 2023, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

 

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of March 31, 2023.

 

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We have no pending legal or administrative proceedings.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three months ended March 31, 2023, we did not issue shares of common stock that have not been reported previously.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit

 

Description

 

 

 

31.1*

 

Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023

31.2*

 

Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023

32.1*

 

Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023

101.*

 

INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________

* Filed herewith.

 

 
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SIGNATURES

 

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

 

BLACK BIRD BIOTECH, INC.

 

  

 

 
By:/s/ Fabian G. Deneault

 

Dated: May 22, 2023

 

Fabian G. Deneault

 

 
 President (Principal Executive Officer)

 

 

 

 

27

 

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