EXHIBIT 4.7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021 |
|
|
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________ |
Commission File 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) 223-4202
(Registrant’s telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act: None
Securities Registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act. Yes ☐ No ☒
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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 | ☐ | Accelerated filer | ☐ | Smaller reporting company | ☒ |
Non-accelerated Filer | ☒ |
|
| Emerging growth company
| ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to 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 aggregate market value of the voting and non-voting common equity (the only such common equity being Common Stock, $.001 par value per share) held by non-affiliates of the registrant (computed by reference to the closing sale price of the Common Stock on June 30, 2021 of $0.042) is $7,585,400.
The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 303,330,828 as of April 14, 2022.
Documents Incorporated by Reference
None
BLACK BIRD BIOTECH, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
For the Fiscal Year ended December 31, 2021
Items in Form 10-K
4 |
| |||
| 10 |
| ||
| 10 |
| ||
10 |
| |||
10 |
| |||
|
|
| ||
|
|
|
|
|
PART II |
| |||
|
| |||
| 11 |
| ||
| 13 |
| ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 13 |
| |
| 19 |
| ||
| 19 |
| ||
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
| 19 |
| |
| 20 |
| ||
| 20 |
| ||
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
| 20 |
| |
|
|
|
|
|
PART III |
| |||
|
|
|
|
|
| 21 |
| ||
| 23 |
| ||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 25 |
| ||
Certain Relationships and Related Transactions, and Director Independence |
| 26 |
| |
| 29 |
| ||
|
|
|
|
|
PART IV |
| |||
|
|
|
|
|
| 30 |
| ||
| 30 |
| ||
|
| 31 |
| |
| Certifications |
|
|
|
| 2 |
| Table of Contents |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. For example, statements included in this Annual Report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like “intend,” “anticipate,” “believe,” “estimate,” “plan” or “expect,” or other words of a similar import, we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based upon information available to us on the date hereof (but excluding the impact of COVID-19), but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors (e.g., see Item 1. Business—Preliminary Statements Regarding the COVID-19 Pandemic and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of COVID-19) that could cause our actual results to differ materially from our current expectations elsewhere in this Annual Report. You should understand that forward-looking statements made in this Annual Report are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise.
| 3 |
| Table of Contents |
PART I
Item 1. Business
In this Annual Report, “we,” “us” and “our” refer to Black Bird Biotech, Inc., including its wholly-owned subsidiaries, Black Bird Potentials Inc., a Wyoming corporation (“BB Potentials”), Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), and Black Bird Hemp Manager, LLC, a Montana limited liability company.
Preliminary Statements Regarding the COVID-19 Pandemic
The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business, as well as to obtain needed inventory, due to supply chain delays. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.
Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic. Further, our product manufacturing operations have experienced no negative consequences attributable to the COVID-19 pandemic, inasmuch as these operations involve a limited number of persons.
For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the impact of the COVID-19 pandemic or our responses thereto.
Our Company After Acquiring Black Bird Potentials Inc.
With the January 2020 acquisition of Black Bird Potentials Inc. (BB Potentials), our company emerged from its long-standing status as a “shell company.” Our Board of Directors has adopted the business plan of BB Potentials and our company’s ongoing operations now include those of BB Potentials.
History of Our Company
We were incorporated in the State of Nevada in 2006 under the name “Cyprium Resources Inc.”, which was changed in August 2009 to “Digital Development Partners, Inc.” Our corporate name was changed to “Black Bird Biotech, Inc.,” effective June 14, 2021. Through 2014, our company was involved, first, in the mining industry and, then, in the communications industry. From 2015 until the January 2020 acquisition of Black Bird Potentials Inc., a Wyoming corporation (BB Potentials), our company was a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Our Board of Directors has adopted the business plan of BB Potentials and our ongoing operations now include those of BB Potentials.
Our principal executive office is located at 3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028; our telephone number is 833-223-4204; our corporate website is located at: www.blackbirdbiotech.com. No information found on our company’s website is part of this Annual Report.
Recent Developments
Spire+. In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.
New Sales Executive Officer. Following our executing the agreement with Spire+, in April 2022, we hired William J. LoBell to serve as our Executive Vice President of Sales and Development. In addition to working directly with Spire+ to expand sales of MiteXstream, Mr. LoBell seeks to establish additional sales channels for the biopesticide product. (See Item 10. Directors, Executive Officers and Corporate Governance).
| 4 |
| Table of Contents |
Business Overview
MiteXstream. BB Potentials is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide 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.
CBD and Other Products. 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 currently distributes an array of consumer products, including the Grizzly Creek Naturals products, to retail locations in Western Montana.
MiteXstream
Worldwide Exclusivity. At the present time, our future success is primarily dependent upon our ability to achieve market penetration of MiteXstream.
Pursuant to a February 2021 Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of our directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan, BB Potentials possesses the exclusive rights, even as to Touchstone, to manufacture, sell and distribute MiteXstream, an EPA-registered biopesticide (EPA Reg. No. 95366-1). The exclusivity granted would be reduced to a status of non-exclusivity, should we fail to manufacture at least 2,500 gallons of concentrate in any year during the term of the New MiteXstream Agreement; provided, however, that such minimum required is deemed to have been satisfied through December 31, 2022. We are required to pay Touchstone a royalty of $10 per gallon of MiteXstream manufactured by us or by any sublicensee of ours. For no further consideration, we were granted the rights to use the “MiteXstream” trademark and the “Harnessing the Power of Water” trademark.
The New MiteXstream Agreement replaced a prior similar agreement with Touchstone (the “Original MiteXstream Agreement”) and served to expand our company’s rights with respect to MiteXstream. 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 our Company approved the New MiteXstream Agreement.
Approval as Biopesticide. Effective December 16, 2020, MiteXstream was approved as a biopesticide by the U.S. Environmental Protection Agency (EPA Reg. No. 95366-1). MiteXstream has been approved for sale in 44 states, with applications pending in the remaining states, except for California, the application for which is in the final stage of preparation. In addition, we intend to seek approval of MiteXstream in countries around the world, although no specific time for such actions has been set.
Sales and Distribution.
Online. We sell MiteXstream directly to customers though our website, MiteXstream.com. Our marketing efforts during the remainder of 2022 will be centered around driving customer traffic to the website for purchases MiteXstream, as well as to our Amazon page. Spire+ is focused on these efforts.
| 5 |
| Table of Contents |
Spire+. In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.
New Sales Executive Officer. Following our executing the agreement with Spire+, in April 2022, we hired William J. LoBell to serve as our Executive Vice President of Sales and Development. In addition to working directly with Spire+ to expand sales of MiteXstream, Mr. LoBell seeks to establish additional sales channels for the biopesticide product. (See Item 10. Directors, Executive Officers and Corporate Governance).
Other Opportunities. In March 2021, we entered into a distribution agreement with IFC Fulfillment Company (“IFC”), a Los Angeles-based export firm, whereby IFC was appointed the exclusive distributor for MiteXstream in China, Hong Kong and Taiwan. One of our Directors, Jack Jie Qin, facilitated the signing of the IFC Agreement. As of the date of this Annual Report, IFC has not made a sale of MiteXstream.
The Genesis of MiteXstream. Our President, Fabian G. Deneault, was, from 2017 through 2019, a licensed dispenser of medical marijuana (MMJ) in the State of Montana and, as such, was permitted to grow marijuana plants for use in his MMJ dispensary business. As a licensed medical marijuana grower, Mr. Deneault encountered infestations of spider mites on his plants. To combat the spider mites, Mr. Deneault developed the MiteXstream formulation (see “Product Effectiveness” below).
Mr. Deneault soon came to understand that the spider mite issue is a cannabis-industry-wide issue. In fact, all types of mites and similar pests are a significant pest in the production of a wide array of agricultural crops worldwide, including coffee, hops and strawberries, among other agricultural crops.
Product Effectiveness and Independent Testing. In original testing done by our company, we determined that, when mixed with water at the prescribed dilution rate, MiteXstream is effective in eliminating mites, including spider mites, and similar pests and their eggs, with no risk of plant damage. Additionally, MiteXstream eliminates molds and mildews on all types of plants.
BRIM Efficacy Testing. In February 2022, British Columbia, Canada-based laboratory Botanical Research in Motion (BRIM) published its Efficacy Testing Report on MiteXstream. The BRIM Report was authored by Dr. Fawzia Afreen, who, in addition to holding three international patents, publishing over 40 articles in peer-reviewed international journals and publishing two books, possesses nearly 20 years of experience in plant horticulture, plant tissue culture and plant production.
The BRIM Report, entitled “MiteXstream - a new, safe, environmentally friendly and the most effective biopesticide for controlling pests in Cannabis,” details the extensive testing procedures undertaken and ends with the following summary assessment:
“To summarize, the major findings of the study are: MiteXstream biopesticide can be a safe alternative of chemical pesticides and to achieve the maximum benefit the use of full-strength full strength concentration without any addition of surfactant is recommended. It can effectively control or eradicate the spider mites and powdery mildew as well as work as a preventative measure when applied at the appropriate dose, time, and stage. The use of MiteXstream is not limited to Cannabis it can be used to control pest infestation in a wide range of plants.”
Cannabis-Specific Independent Lab Testing. Based on independent lab testing, users of MiteXstream are able to treat their cannabis (marijuana) plants through the day of harvest and still satisfy state-level pesticide testing standards.
| 6 |
| Table of Contents |
In January 2019, Stillwater Labs, an Olney, Montana-based medical marijuana testing facility, concluded its testing of a cannabis sample treated only with MiteXstream. In addition to testing for pesticides prohibited by the State of Montana, Stillwater Labs also tested for pesticides prohibited by the State of Oregon, the most stringent state-level marijuana testing standard. The results of this testing, presented as being measured in parts per billion (PPB), are set forth below.
Montana Pesticide Testing Standard
|
|
|
|
|
|
| Montana | MiteXstream |
| Montana | MiteXstream |
Allowable | Treated |
| Allowable | Treated | |
Analyte | Limit (PPB) | Sample (PPB) | Analyte | Limit (PPB) | Sample (PPB) |
Abamectin | 500 | 0 | Imidacloprid | 400 | 0 |
Acequinocy | 2000 | 0 | Myclobutanil | 200 | 0 |
Bifenazate | 200 | 0 | Paclobutrazol | 400 | 0 |
Bifenthrin | 200 | 0 | Pyrethrin I | 1000 | 0 |
Chlormequat Chloride | 1000 | 0 | Spinosyn A | 200 | 0 |
Cyfluthrin | 1000 | 0 | Spinosyn D | 200 | 0 |
Daminozide | 1000 | 0 | Spiromefesin | 200 | 0 |
Etoxazole | 200 | 0 | Spirotetramat | 200 | 0 |
Fenoxycarb | 200 | 0 | Trifloxystrobin | 200 | 0 |
Imazalil | 200 | 0 |
|
Oregon Pesticide Testing Standard
|
|
|
|
|
|
| Oregon | MiteXstream |
| Oregon | MiteXstream |
Allowable | Treated |
| Allowable | Treated | |
Analyte | Limit (PPB) | Sample (PPB) | Analyte | Limit (PPB) | Sample (PPB) |
Abamectin | 0 | 0 | Clofentezine | 200 | 0 |
Acequinocy | 0 | 0 | Cypermethrin | 1000 | 0 |
Bifenazate | 0 | 0 | Diazinon | 200 | 0 |
Bifenthrin | 0 | 0 | Dichlorvos | 100 | 0 |
Chlormequat Chloride | 0 | 0 | Dimethoate | 200 | 0 |
Cyfluthrin | 0 | 0 | Etofenprox | 400 | 0 |
Daminozide | 0 | 0 | Fenpyroximate | 400 | 0 |
Etoxazole | 0 | 0 | Fipronil | 400 | 0 |
Fenoxycarb | 0 | 0 | Flonicamid | 1000 | 0 |
Imazalil | 0 | 0 | Fludioxonil | 400 | 0 |
Imidacloprid | 0 | 0 | Hexythiazox | 1000 | 0 |
Myclobutanil | 0 | 0 | Kresoxym-methyl | 400 | 0 |
Paclobutrazol | 0 | 0 | Malathion | 200 | 0 |
Pyrethrin I | 0 | 0 | Metalaxyl | 200 | 0 |
Spinosyn A | 0 | 0 | Methiocarb | 200 | 0 |
Spinosyn D | 0 | 0 | Methomyl | 400 | 0 |
Spiromefesin | 0 | 0 | Oxamyl | 1000 | 0 |
Spirotetramat | 0 | 0 | Permethrins | 200 | 1* |
Trifloxystrobin | 0 | 0 | Phosmet | 200 | 0 |
Acephate | 0 | 0 | Piperonyl Butoxide | 2000 | 0 |
Acetamiprid | 0 | 0 | Prallethrin | 200 | 0 |
Aldicarb | 0 | 0 | Propiconazole | 400 | 0 |
Azoxystrobin | 0 | 0 | Pyridaben | 200 | 0 |
Boscalid | 0 | 0 | Spiroxamine | 400 | 0 |
Carbaryl | 0 | 0 | Tebuconazole | 400 | 0 |
Carbofuran | 0 | 0 | Thiacloprid | 200 | 0 |
Chloantraniliprole | 0 | 0 | Thiamethoxam | 200 | 0 |
Chlorpyrifos | 0 | 0 |
|
* Noted in the report of Stillwater Labs as possible ambient environmental contamination.
Competition. The pesticide industry is characterized by severe competition, evolving industry standards, evolving business and distribution models, price cutting, with resulting downward pressure on gross margins, and price sensitivity on the part of customers. Many of our competitors possess substantially greater resources, financial and otherwise, than does our company. In addition, MiteXstream lacks name recognition. Our future success will depend on our ability to gain product name recognition and customer loyalty, as well as our being able to anticipate and respond to emerging standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating results could suffer. Further, intra-industry consolidations may result in stronger competitors and may, therefore, also harm our future results of operations. There is no assurance that we will ever overcome these challenges.
| 7 |
| Table of Contents |
Regulation. Field testing, production and marketing of pesticide products are regulated by federal, state, local and foreign governments. The EPA regulates pesticides in the U.S. under the Federal Insecticide, Fungicide and Rodenticide Act, as amended (“FIFRA”). Pesticides also are regulated by the states. MiteXstream is registered under FIFRA and, prior to sale in any state, will be approved by such state.
CBD and Other Products
CBD Products. We have created “Grizzly Creek Naturals” as the brand name for our CBD-related products, which are manufactured by our company using CBD purchased from third parties. Our line of Grizzly Creek Naturals CBD products are currently manufactured by BB Potentials. The Grizzly Creek Naturals product line includes CBD Oils, CBD Body Butter, CBD Lip Balm, CBD Sports Roll-on and CBD Bath Bombs. In addition, we sell CBD gummies on a private-label basis.
Other Products. Since Big Sky American started its distribution efforts, we have distributed a wide array of non-CBD consumer items to retail locations in Western Montana. These products include food items, clothing items and items associated with outdoor activities.
During the COVID-19 pandemic, we began the manufacture and sale of our Grizzly Creek Naturals hand sanitizer to distributors, directly to retail customers and directly to consumers through our website, after completed our FDA product listing in March 2020. We determined recently to cease the production of our hand sanitizer products.
Distribution.
In-House Distribution. Since it began to manufacture and sell its CBD products in mid-2019, BB Potentials has self-distributed its products. In December 2020, these distribution efforts we formalized with the formation of Big Sky American. Big Sky American currently distributes an array of consumer products, including the Grizzly Creek Naturals CBD products, to retail locations in Western Montana. In December 2020, Big Sky American entered into an asset purchase agreement (the “Big Sky APA”), whereby it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash. These assets became available for purchase, due their owner’s determination to terminate its distribution business in such locations. The closing of under the Big Sky APA occurred in February 2021.
Online. Our Grizzly Creek Naturals products are sold to consumers through our website, GrizzlyCreekNaturals.com.
Third-Party Distributors. In 2020, we entered into a letter agreement with Las Vegas, Nevada-based Hope Botanicals LLC (the “Hope Distributor”), with respect to its selling our products primarily in the Las Vegas area and the Hope Distributor continues to purchase small amounts of products from us.
Just as the shutdown related to the COVID-19 pandemic occurred in March 2020, we entered into a distribution agreement with Northland Partners, LLC (the “Tri-State Distributor”). Due to COVID-19-related restrictions, the Tri-State Distributor never was able to commence its efforts and our agreement has been abandoned.
Beginning in April 2020, we began to distribute our hand sanitizer products through Raghorn Wholesale, LLC (“Raghorn”), a Montana-based distributor of consumer products. In July 2020, we entered into a written distribution agreement with Raghorn and, for all of 2020, Raghorn was our largest customer, purchasing approximately $30,000 of our hand sanitizer products. During 2021, Raghorn did not purchase any products from us. Raghorn is the party from which Big Sky American purchased the distribution assets under the Big Sky APA.
We continue to seek additional distributors who are able to demonstrate, to our management’s satisfaction, an ability to develop sales for our Grizzly Creek Naturals CBD products.
Perceived Benefits of CBD. The recent growth in sales of CBD products is primarily due to perceived benefits expressed by those who have used CBD products. While our company does not make any claims as to the effectiveness or potential benefits of CBD, the following perceived benefits expressed by those who have used CBD products include, among others:
| 8 |
| Table of Contents |
Competitive Strengths and Weaknesses. With respect to our Grizzly Creek Naturals products, we believe our company possesses the following competitive strengths and weaknesses:
| Competitive Strengths: |
| • our products are produced using high-quality ingredients • we enjoy low overhead costs |
|
|
| Competitive Weaknesses: |
| • none of our products enjoys brand name recognition • we possess limited capital • we have limited personnel |
|
|
Competition. The competition for customers in the CBD market is highly competitive and highly fragmented, with no significant barriers to entry. We expect competitive conditions to increase over time. There is no assurance that our Grizzly Creek Naturals CBD products will achieve profitability in the face of such competition.
Regulation. Under the 2018 Farm Bill, CBD products may be sold legally, if and only if the hemp from which the CBD is derived is produced in a manner consistent with the 2018 Farm Bill, associated federal regulations, associated state regulations and by a licensed grower. Our CBD products are in compliance with the provisions of the 2018 Farm Bill.
Industrial Hemp-Related Activities
In 2020, we formed a division of our company that was to focus on industrial hemp-related business opportunities under the “Black Bird American Hemp” brand name. During 2020 and early 2021, Black Bird American Hemp sought to develop industrial hemp processing operations in the State of Montana. However, during 2021, our management determined that market conditions, especially as it relates to attracting investors, related to the industrial hemp industry had waned, and we suspended our industrial hemp activities for the foreseeable future.
During 2020 and 2021, BB Potentials was a licensed hemp grower in Montana under the Montana Hemp Pilot Program. BB Potentials did not grow commercial quantities of hemp during either year. No 2022 application for a license was submitted by BB Potentials.
Insurance
We have not yet purchased product liability or other insurance. However, our management intends to secure a commercially reasonable product liability insurance policy in May 2022.
Intellectual Property
In General. We regard our rights to intellectual property pertaining to “MiteXstream” and “Grizzly Creek Naturals” and our business know-how as having significant value and as being an important factor in the marketing of our products. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.
Patents. Currently, we own no interest in any patent or patent application. None of the products that we sell in our business is the subject of any patent or patent application. Due to such lack of patent protection, neither our company nor our licensor may be able to defend our or its rights to such intellectual property.
Trademarks. We are the owner of the “Grizzly Creek Naturals” and “Black Bird American Hemp” trademarks and have the exclusive right to the use of the “MiteXstream” trademark. In addition, we have the right to use the “Harnessing the Power of Water” trademark, in associated with MiteXstream. It is intended that, in the near future, filings for the registration of these trademarks with the U.S. Patent and Trademark Office will be made.
Employees
We currently have five employees, in addition to our current executive officers. Upon our obtaining adequate funding, we expect that we would hire a small number of additional employees. We have used, and, in the future, expect to use, the services of certain outside consultants and advisors as needed on a consulting basis.
| 9 |
| Table of Contents |
Item 1A. Risk Factors
Not applicable to a smaller reporting company.
Item 1B. Unresolved Staff Comments
Not applicable to a smaller reporting company.
Item 2. Properties
From 2014 through May 2020, our current Director and former CEO, Jack Jie Qin, provided office space to our company at no cost.
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.
The following sets forth information concerning the sole operating lease for the facility maintained by us as of the date of this Annual Report.
| Address |
| Description |
| Use |
| Yearly Rent |
| Expiration Date |
|
| 3505 Yucca Drive, Suite 104 |
| Corporate Office |
| Administrative |
| $7,200 |
| April 2022 |
|
| Flower Mound, TX 75028 |
| (160 sq. ft.) |
|
|
|
|
|
|
|
We own no real property.
Item 3. Legal Proceedings
We have no pending legal or administrative proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
| 10 |
| Table of Contents |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Over-the-Counter Market (OTC Link ATS) under the symbol “BBBT.” Over-the-Counter Market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. On April 12, 2022, the closing sale price on the OCT Pink marketplace for our common stock was $0.011.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, shareholders may have difficulty selling our securities.
Holders of Our Common Stock
As of April 14, 2022, we had 303,330,828 outstanding shares of common stock and 77 shareholders of record.
| 11 |
| Table of Contents |
Dividends
There are no restrictions in our Articles of Incorporation, as amended, or Bylaws that prevent us from declaring dividends. The payment of dividends on common stock is at the discretion of our Board of Directors. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: (1) we would not be able to pay our debts as they become due in the usual course of business; or (2) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We currently do not anticipate paying any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the fourth quarter of 2021, we issued the following unregistered securities that have not been previously reported:
1. (a) Securities Sold. 4,833,333 shares of common stock were issued. (b) Underwriter or Other Purchasers. Such shares of common stock were issued to FirstFire Global Opportunities Fund, LLC. (c) Consideration. Such shares of common stock were issued for cash at $0.015 per share, or $72,500, in the aggregate. (d) Exemption from Registration Claimed. These securities were issued pursuant to Regulation A under the Securities Act of 1933, as amended.
2. (a) Securities Sold. 13,000,000 shares of common stock were issued. (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Leonard Tucker, LLC. (c) Consideration. Such shares of common stock were issued in payment of consulting services pursuant to a consulting agreement and were valued at $.0195 per share, or $253,500, in the aggregate. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.
Subsequent to December 31, 2021, we have issued the following unregistered securities that have not been previously reported:
3. (a) Securities Sold. A total of 2,300,000 shares of common stock were issued. (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Strategic Innovations First, Inc. (c) Consideration. Such shares of common stock were issued in payment of consulting services pursuant to two separate consulting agreements and were valued at $.015 per share, or $34,500, in the aggregate. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.
4. (a) Securities Sold. A $228,200 principal amount promissory note was issued. (b) Underwriter or Other Purchasers. Such promissory note was issued to Power Up Lending Group Ltd. (c) Consideration. Such promissory note was issued in consideration of a loan in the net amount of $200,000 in cash. (d) Exemption from Registration Claimed. This security is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
| 12 |
| Table of Contents |
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Effects of COVID-19
The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business, as well as to obtain needed inventory, due to supply chain delays. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.
Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic. Further, our product manufacturing operations have experienced no negative consequences attributable to the COVID-19 pandemic, inasmuch as these operations involve a limited number of persons.
For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.
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 years ended December 31, 2021 and 2020.
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 Offering Circular.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described herein under “Disclosure Regarding Forward-Looking Statements.” 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.
| 13 |
| Table of Contents |
Critical Accounting Policies
Change in Accounting Principle. 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. Our company has early-adopted ASU 2020-06 for the year beginning January 1, 2021.
Overview and Outlook
With the acquisition of BB Potentials effective January 1, 2020, BB Potentials’ operations became the operations of our company.
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
Following our acquisition of BB Potentials, 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. |
Recent Developments
Spire+. In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.
New Sales Executive Officer. Following our executing the agreement with Spire+, in April 2022, we hired William J. LoBell to serve as our Executive Vice President of Sales and Development. In addition to working directly with Spire+ to expand sales of MiteXstream, Mr. LoBell seeks to establish additional sales channels for the biopesticide product. (See Item 10. Directors, Executive Officers and Corporate Governance).
| 14 |
| Table of Contents |
Results of Operations
Years Ended December 31, 2021 (“Fiscal 2021”) and 2020 (“Fiscal 2020”). Our 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. Rather, sales of non-CBD consumer products, in large measure, accounted for the overall increase in our product sales for Fiscal 2021. During Fiscal 2021, sales of MiteXstream were insignificant.
During Fiscal 2021, our business operations generated $104,458 in revenues from sales with a cost of goods sold of $84,871, resulting in a gross profit of $19,587. During Fiscal 2020, our business operations generated $57,604 in revenues with a cost of goods sold of $28,245, resulting in a gross profit of $29,359.
During Fiscal 2021, we incurred operating expenses of $1,549,061, which were comprised of $725,240 in consulting services ($573,348 of which was paid by the issuance of common stock), $12,328 in website expenses, $84,457 in legal and professional services, $10,320 in rent, $5,234 in advertising and marketing expense and $601,825 in general and administrative expense, resulting in a net operating loss of $1,529,474. In addition, we incurred interest expense of $281,828, resulting in a net loss for Fiscal 2021 of $1,811,302.
During Fiscal 2020, we incurred operating expenses of $714,162, which were comprised of $266,640 in consulting services ($23,000 of which was paid by the issuance of common stock), $17,899 in website expenses, $143,310 in legal and professional services, $23,280 for product license, $17,200 in rent, $1,918 in advertising and marketing expense, $4,461 in bad debt expense, $29,788 in beneficial conversion expense and $209,666 in general and administrative expense, resulting in a net operating loss of $690,158. In addition, we incurred net other expense of $5,355, resulting in a net loss for Fiscal 2020 of $684,803.
We expect that our revenues will increase from quarter to quarter beginning with the third quarter of 2022, 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, 2022. 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.
Plans for 2022
Substantially all of our available capital, financial and human, will be devoted to increasing sales of MiteXstream. Through our agreement with Spire+, we will implement 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
December 31, 2021. At December 31, 2021, our company had $499,766 in cash and working capital of $574,165, compared to $52,974 in cash and working capital of $7,609 at December 31, 2020. The significant change in our working capital position from December 31, 2020, to December 31, 2021, is attributable primarily to $1,711,150 in proceeds from sales of our common stock in the Reg A #1 and the Reg A #2 remaining after our repayment of $914,000 in debt and the payment of operating expenses.
Capital Sources. During the years ended December 31, 2021 and 2020, 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.
| 15 |
| Table of Contents |
Third-Party Loans.
GPL Ventures LLC. In April 2020, the Company obtained a loan in the amount of $25,000 from GPL Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “GPL Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. The GPL Note was 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.
In November 2020, the GPL Note was repaid in full in the amount of $28,000, as follows: $25,000 in principal, $3,000 in interest.
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.
At December 31, 2021 and 2020, accrued interest on the Tri-Bridge Note was $4,178 and $1,870, respectively.
At December 31, 2021, the Tri-Bridge Note was past due.
EMA Financial, LLC. In December 2020, the Company obtained a loan from EMA Financial, LLC which netted us $50,000 in proceeds. In consideration of such loan, the Company issued a $58,600 face amount convertible promissory note (the “EMA Note”), with OID of $4,100, bearing interest at 10% per annum, with principal and interest due in September 2021. The Company had the right to repay the EMA Note at a premium ranging from 120% to 145% of the face amount. The EMA Note was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 60% of the market price of the Company’s common stock on the date of issuance of the EMA Note and the date of conversion, any time after June 15, 2021.
In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium.
Power Up Lending Group Ltd. In January 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $52,000 in proceeds. In consideration of such loan, the Company issued a $55,500 face amount convertible promissory note (“Power Up Note #1”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #1 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #1 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #1 and the date of conversion, any time after July 14, 2021.
During July 2021, the Power Up 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 |
| |||
| $ | 15,000 |
|
| $ | 0.0162 |
|
|
| 925,926 |
|
| $ | 20,000 |
|
| $ | 0.0143 |
|
|
| 1,398,601 |
|
| $ | 20,500 |
|
| $ | 0.0143 |
|
|
| 1,666,434 |
|
Total Converted: $55,500 |
|
|
|
|
|
| Total Shares: 3,990,961 |
| ||
SE Holdings, LLC. In February 2021, the Company obtained a loan from SE Holdings LLC which netted the Company $106,000 in proceeds. In consideration of such loan, the Company issued a $121,000 face amount promissory note (the “SE Holdings Note”), with OID of $15,000, bearing interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in July 2021. The Company had the right to repay the SE Holdings Note at any time. Should the Company have been in default on SE Holdings Note, the SE Holdings Note would have become convertible into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest closing bid price of the Company’s commons stock for the trading day immediately preceding either (a) the delivery of a notice of default, (b) the delivery of a notice of conversion resulting from such default or (c) the issue date of the SE Holdings Note. In addition, the Company issued 2,000,000 shares of its common stock to SE Holdings as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate.
Through September 2021, the Company had repaid $45,375 of the SE Holdings Note, in accordance with the terms of the SE Holdings Note. In October 2021, the remaining balance of the SE Holdings Note, $75,625, was repaid by the Company.
| 16 |
| Table of Contents |
Power Up Lending Group Ltd. In February 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $43,500 in proceeds. In consideration of such loan, the Company issued a $43,500 face amount convertible promissory note (“Power Up Note #2”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #2 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #2 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #2 and the date of conversion, any time after August 17, 2021.
During August and September 2021, the Power Up Note #2 was repaid in full through conversion into shares of the Company’s common stock, as follows:
Power Up Lending Group Ltd. In April 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $68,750 in proceeds. In consideration of such loan, the Company issued a $68,750 face amount convertible promissory note (“Power Up Note #3”) bearing interest at 12% per annum, with principal and interest due in April 2022. The Company had the right to repay the Power Up Note #3 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #3 and the date of conversion, any time after October 22, 2021.
In September 2021, the Power Up Note #3 was repaid in full by the Company, as follows: $68,750.00 in principal, $27,500.00 in additional principal as a prepayment premium and $5,063.01 in interest, a total repayment amount of $101,313.01.
Power Up Lending Group Ltd. In August 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $78,750 in proceeds. In consideration of such loan, the Company issued a $78,750 face amount convertible promissory note (“Power Up Note #4”) bearing interest at 12% per annum, with principal and interest due in August 2022. The Company had the right to repay the Power Up Note #4 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #4 and the date of conversion, any time after October 22, 2021.
In September 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of $99,893.84.
FirstFire Global Opportunities Fund LLC. In September 2021, the Company obtained a loan from FirstFire Global Opportunities Fund LLC which netted the Company $125,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount convertible promissory note (“FirstFire Note”), with OID of $125,000, due in September 2022. The Company had the right to repay the FirstFire Note at anytime, with a 20%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The FirstFire Note was convertible into shares of the Company’s common stock at a conversion price equal to $.015 per share, any time after December 1, 2021.
Prior to November 30, 2021, the FirstFire Note was repaid in full by the Company, in the amount of $200,000 (which included a $50,000 reduction in principal owed, due to the FirstFire Note’s being repaid in full on or before November 30, 2021).
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. The Company has the right to repay the Tiger Trout Note at anytime, with a 10%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The Tiger Trout Note is convertible into shares of the Company’s common stock at a conversion price equal to $.015 per share, any time after December 1, 2021.
| 17 |
| Table of Contents |
At December 31, 2021, $300,000 of the Tiger Trout Note had been repaid by the Company. The remaining balance of the Tiger Trout Note, $200,000, was repaid by the Company in March 2022.
Subsequent to December 31, 2021, we have derived capital from a single third-party, as described below.
Power Up Lending Group Ltd. In March 2022, we obtained a loan from Power Up Lending Group Ltd. which netted our company $200,000 in proceeds. In consideration of such loan, we issued a $228,200 face amount promissory note (the “Power Up Note #5”), with OID of $24,450 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. We have the right to repay the Power Up Note #5 at any time, without penalty. Should we become in default on the Power Up Note #5 , the Power Up Note #5 becomes convertible into shares of our common stock at a conversion price equal to 75% multiplied by the lowest trading price of our common stock during the 10 trading days prior to the applicable conversion date.
Related Party Loans. During the year ended December 31, 2021, we obtained an advance from one of our officers and directors, Eric Newlan, as follows:
In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70.
During the years ended December 31, 2021 and 2020, advances of $772 and $6,670 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2021 and 2020, the Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268 and $391 in accrued and unpaid interest, respectively.
Our company’s current cash position of approximately $100,000 is not adequate for our company to maintain its present level of operations through the remainder 2022. However, 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.
Transactions Relating to the BB Potentials Acquisition. In connection with our acquisition of BB Potentials in January 2020, we consummated a stock cancellation agreement with a related party and three separate debt forgiveness agreements with related parties, as follows:
Stock Cancellation Agreement. We entered into this agreement with our former majority shareholder, EFT Holdings, Inc., whereby we cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc. The total stated capital and additional paid-in capital associated with such shares is $79,265 (unaudited), and is a reduction of our shareholders’ equity.
Debt Forgiveness Agreements. We entered into three separate debt forgiveness agreements with related parties:
EFT Holdings, Inc. We issued 18,221,906 shares of common stock to our former majority shareholder, EFT Holdings, Inc., in payment of $886,108 of indebtedness, principal and accrued interest.
EF2T, Inc. We issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of indebtedness, principal and accrued interest.
Astonia LLC. We issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of indebtedness, principal and accrued 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.
| 18 |
| Table of Contents |
Seasonality
For the foreseeable future, 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 December 31, 2021, 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.
The following sets forth information concerning the sole operating lease for the facility maintained by us as of the date of this Annual Report.
| Address |
| Description |
| Use |
| Yearly Rent |
| Expiration Date |
|
| 3505 Yucca Drive, Suite 104 |
| Corporate Office |
| Administrative |
| $7,200 |
| April 2022 |
|
| Flower Mound, TX 75028 |
| (160 sq. ft.) |
|
|
|
|
|
|
|
Capital Expenditures
We made capital expenditures of $185,702 during the year ended December 31, 2021, which included the purchase of distribution assets used by Big Sky American and the purchase of other distribution-related assets. Without obtaining additional capital, we will not be able to make any capital expenditures.
We made no capital expenditures during the year ended December 31, 2020.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to a smaller reporting company.
Item 8. Financial Statements and Supplementary Data
Please see our Financial Statements beginning on page F-1 of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On February 25, 2020, we dismissed MaloneBailey, LLP as our independent auditor. At the time of the dismissal, there was no disagreement with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On February 25, 2020, we engaged Farmer, Fuqua & Huff, P.C. as our new independent auditor, to audit our financial statements for the year ended December 31, 2019, and succeeding years. The decision to change auditors was unanimously approved by our Board of Directors.
| 19 |
| Table of Contents |
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Exchange Act Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our President and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our President and our Chief Financial Officer concluded that our disclosure controls were not effective at December 31, 2021.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| · | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
|
| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
|
|
|
| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
As an emerging growth company experiencing rapid growth, we have worked diligently to improve processes within our company, specifically including within our manufacturing environment, that increase risk related to transaction processing which can impact our financial reporting. We intend to implement a significant number of manual compensating controls to address this risk.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Our management, including our President and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, during the period covered by this Annual Report, such internal controls and procedures were not effective.
This Annual Report on Form 10-K does not include an attestation report by our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to the rules of the SEC that require our company to provide only our company’s management’s report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
| 20 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following table sets forth the names and ages of our company’s current directors and executive officers.
Name | Age | Position(s) |
| Fabian G. Deneault | 55 | Director, Chairman of the Board, President |
| Eric Newlan | 60 | Director, Vice President, Secretary |
| William E. Sluss | 66 | Director, Vice President Finance, Chief Financial Officer |
| William J. LoBell | 74 | Executive Vice President of Sales and Development |
| Jack Jie Qin | 62 | Director |
| L. A. Newlan, Jr. | 87 | Director |
Our Directors serve until the earlier occurrence of the election of his successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors. Eric Newlan is the son of L. A. Newlan, Jr. There exist no other family relationships among our officers and directors.
Certain information regarding the backgrounds of each of our officers and directors is set forth below.
Fabian G. Deneault became our company’s President and a Director upon our acquisition of Black Bird, January 2020. Mr. Deneault is a founder of Black Bird and has served as President and as a Director since its inception in October 2018. Since 2017, Mr. Deneault has been an insurance representative for Montana Unified School Trust. From January 2017 through December 2019, Mr. Deneault owned and operated Grizzly Creek Medical Cannabis, a proprietorship licensed as a medical marijuana dispensary in the State of Montana. Since June 2016, Mr. Deneault has been President of Touchstone Enviro Solutions, Inc., a purveyor of environmentally-friendly products and an affiliate of our company. From 2014 through April 2016, Mr. Deneault owned and operated PetroXg3 LLC, a purveyor of environmentally-friendly products. For more than 10 years prior to that, Mr. Deneault was engaged in petrochemical sales.
Eric Newlan became our company’s Vice President and a Director upon our acquisition of Black Bird, January 2020. Mr. Newlan is a founder of Black Bird and has served as Vice President, Secretary and as a Director since its inception in October 2018. Since 1987, Mr. Newlan has practiced law in the North Texas area and is currently managing member of Newlan Law Firm, PLLC, Flower Mound, Texas, a firm engaged principally in the area of securities regulation. Since June 2016, Mr. Newlan has been Vice President of Touchstone Enviro Solutions, Inc., a purveyor of environmentally-friendly products and an affiliate of our company. From October 2012 to October 2015, Mr. Newlan served as a director, and from April to October 2015, Mr. Newlan served as CEO, of Green Life Development, Inc., a Las Vegas, Nevada-based a purveyor of environmentally-friendly products. Mr. Newlan earned a B.A. degree in Business from Baylor University, Waco, Texas, and a J.D. degree from the Washburn University School of Law, Topeka, Kansas. Mr. Newlan is a member of the Texas Bar.
William E. Sluss has been our Principal Financial and Accounting Officer since January 2011. In January 2020, Mr. Sluss became a Director, Vice President–Finance and Chief Financial Officer of our company. Between August 2010 and January 2011, Mr. Sluss coordinated our accounting and financial reporting. Between 2008 and 2010, Mr. Sluss was the Chief Financial Officer for AcccuForce Staffing Services in Kingsport, Tennessee. Between 2002 and 2008 Mr. Sluss was the Chief Financial Officer and Treasurer for Studsvik, Inc., a nuclear services company based in Erwin, Tennessee. Mr. Sluss is a Certified Public Accountant in the State of Virginia and received his Bachelor of Science degree in accounting from the University of Virginia’s College at Wise, Wise, Virginia.
| 21 |
| Table of Contents |
William J. LoBell has been our Executive Vice President of Sales and Development since April 2022. From December 2021 until April 2022, Mr. LoBell served as a consultant to Barry’s Restore It All Products, a Carlsbad, California-based developer of restoration products. From June 2016 to December 2021, he served as Chief Operating Officer of MSMART, a developer and purveyor of nano-technologies. From April 2011 to August 2017, Mr. LoBell was a Founder and Chief Executive Officer of Luminec Animal Sciences Corporation, where he both developed and directed the distribution of animal health products. From 2008 to July 2017, Mr. LoBell provided retail management consulting services to numerous national pet industry retailers in his position at Gerson Lehrman Group. Mr. LoBell’s experience prior to 2008 included Director of E-Commerce for Petsense Inc., Retail Management Consultant to 99 Cents Only Stores, West Coast Director of Operations and Director of Sales Programs for Petco Animal Supply Company, West Coast Regional Operating Vice President for PETSMART, INC. and Western Region District Manager for American Stores (Jewel Supermarket, Osco Drug Stores and Sav-On Drugs Inc.).
L. A. Newlan, Jr. became a Director of our company upon our acquisition of Black Bird, January 2020 and is a founder of Black Bird. Mr. Newlan was born in Morristown, New Jersey. After a public school education in Daytona Beach, Florida, he served a three-year tour of duty in the United States Marine Corps, from 1953-1956. Mr. Newlan earned a B.A. in Political Science from the University of California at Los Angeles, in 1961, and a J.D. degree from Loyola University of Los Angeles School of Law, Los Angeles, California, in 1964. He has engaged in the private practice of law in California (1965-1977), Kansas (1977-1984) and Texas (1984-Present). Since 1987, Mr. Newlan has been a shareholder in the Flower Mound, Texas, law firm of Newlan & Newlan, Ltd., a firm engaged principally in the area of securities regulation, and is currently Of Counsel to Newlan Law Firm, PLLC, Flower Mound, Texas. In addition to the practice of law during his career, Mr. Newlan has engaged in business in the oil and gas industry, international construction and engineering and alcoholic beverage distribution. Mr. Newlan is a member of the Texas Bar.
Jack Jie Qin has been a Director of our company since February 2010. From February 2010 until our acquisition of Black Bird in January 2020, Mr. Qin served as our President, Chief Executive Officer and Secretary. Mr. Qin has been President, Chief Executive Officer and Chairman of the Board of EFT Holdings, Inc., a Los Angeles, California-based product sales company, since November 2007. Since July 2016, Mr. Qin has served as a Director and President/CEO of HeavenStone Corp., a Temecula, California-based real estate development company. Since 2002, Mr. Qin has been the President of EFT Inc., the predecessor of EFT Holdings, Inc. From July 1998 to December 2002, Mr. Qin was the President of eFastTeam International, Inc. located in Los Angeles, California. Between June 1992 and December 1997 Mr. Qin was the President of LA Import & Export Company, also located in Los Angeles, California. In May 1991, Mr. Qin earned an MBA degree from Emporia State University, Emporia, Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute in Nanchang, China, with a major in Mechanical Engineering.
Conflicts of Interest
Our company has obtained an exclusive worldwide license with respect to MiteXstream from Touchstone Enviro Solutions, Inc. (Touchstone), a company controlled by three of our directors, Fabian G. Deneault, Eric Newlan and L. A. Newlan, Jr. Due to this circumstance, it is possible that these persons could be in a conflict of interest position at a time in the future. Should any such conflict of interest arise, Messrs. Deneault, Newlan and Newlan will, in accordance with the fiduciary duty to our company and our shareholders, resolve any such conflict of interest by exercising utmost good faith and fair dealing.
Corporate Governance
In General. We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole. During 2021, our Board of Directors held one meeting, and took action by written consent in lieu of a meeting on two occasions.
Executive Committee. Our Board of Directors created an Executive Committee to facilitate management between meetings of the full Board of Directors. The Executive Committee is composed of Fabian G. Deneault (chairman), William E. Sluss and Eric Newlan. During 2021, the Executive Committee did not hold a meeting, but took action by written consent in lieu of a meeting on 16 occasions. Pursuant to our Bylaws and the charter of the Executive Committee, between meetings of the full Board of Directors, the Executive Committee has the full power and authority of the Board of Directors in the management of our business and affairs, except to the extent limited by Nevada law.
| 22 |
| Table of Contents |
Independence of Board of Directors
None of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.
Shareholder Communications with Our Board of Directors
Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Vice President and Secretary, Eric Newlan, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We will attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC, so that all shareholders have access to information about us at the same time. Mr. Newlan collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.
Code of Ethics
As of the date of this Annual Report, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.
Item 11. Executive Compensation
In General
Currently, our management is unable to estimate accurately when, if ever, our company will possess sufficient capital, whether derived from sales revenues, this offering or otherwise, for the payment of salaries to our management.
As of the date of this Annual Report, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.
Compensation Summary
The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.
|
|
|
| Salary |
|
| Bonus |
|
| Stock Awards |
|
| Option Awards |
|
| Non-Equity Incentive Plan Com-pensation |
|
| Non-qualified Deferred Compen-sation Earnings |
|
| All Other Compen-sation |
|
| Total |
| ||||||||
Name and Principal Position |
| Year |
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
| ||||||||
Jack Jie Qin |
| 2021 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
Former President |
| 2020 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Sluss |
| 2021 |
|
| 20,000 |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 25,000 |
|
|
| 45,000 |
|
Vice President Finance and |
| 2020 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 26,500 |
|
|
| 26,500 |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fabian G. Deneault |
| 2021 |
|
| 60,000 |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 30,000 |
|
|
| 90,000 |
|
President |
| 2020 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 70,692 |
|
|
| 70,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric Newlan |
| 2021 |
|
| 60,000 |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 24,000 |
|
|
| 84,000 |
|
Vice President |
| 2020 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 85,010 |
|
|
| 85,010 |
|
| 23 |
| Table of Contents |
Outstanding Option Awards
The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Annual Report, for each named executive officer.
Option Awards |
|
| Stock Awards |
|
|
|
| |||||||||||||||||||||||||||||
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unex-ercisable |
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
|
|
Option Exercise Price ($) |
|
|
Option Expiration Date |
|
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |||||||||
Jack Jie Qin (1) |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| --- |
|
William E. Sluss |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| --- |
|
Fabian G. Deneault |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| --- |
|
Eric Newlan |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| n/a |
|
|
| --- |
|
|
| --- |
|
| (1) | Mr. Qin ceased being an officer of our company effective January 1, 2020, though he remains a Director. |
Employment Agreements
We have entered into an employment agreement with one of our executive officers, William J. LoBell. Our agreement with Mr. LoBell is for a two-year term, beginning in April 2022. Under the agreement, Mr. LoBell was issued 1,000,000 shares of our common stock as a signing bonus and he is to be issued 500,000 shares of our common stock on the first day of July 2022, October 2022, January 2023 and April 2023. By the terms of the agreement, all shares of common stock issued to Mr. LoBell are valued at $0.01 per share. Additionally, Mr. LoBell is to be paid a monthly salary of $5,000.
It is our intention to enter into employment agreements with our other executive officers in the future. None of the terms of such employment agreements has been determined.
Outstanding Equity Awards
Our Board of Directors has made no equity awards and no such award is pending.
Long-Term Incentive Plans
We currently have no employee incentive plans.
Director Compensation
Our directors receive no compensation for their serving as directors.
| 24 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
As of the date of this Annual Report, we had 303,333,828 shares of common stock issued and outstanding. The following table sets forth information known to us relating to the beneficial ownership of shares of our voting securities by: each person who is known by us to be the beneficial owner of more than 5% of our outstanding voting stock; each director; each named executive officer; and all named executive officers and directors as a group. Unless otherwise indicated, the business address of each person listed is in care of Black Bird Biotech, Inc., 3505 Yucca Drive, Suite 104, Flower Mound, Texas 75022. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
|
| Beneficially Owned |
| |||||||
Name and Address of Beneficial Owner | Shares |
|
| Percent (1) |
| |||||
Executive officers and directors |
|
|
|
|
|
| ||||
Fabian G. Deneault |
|
| 49,746,253 |
|
|
|
| 14.92 | % | |
Eric Newlan |
|
| 24,658,703 | (2 | ) |
|
| 7.40 | % | |
William E. Sluss |
|
| 1,615,002 |
|
|
| * |
| ||
L. A. Newlan, Jr. |
|
| 24,658,703 | (2 | )(3) |
|
| 7.40 | % | |
Jack Jie Qin 300 Lemon Creek Drive, Suite A Walnut, California 91789 |
|
| 22,047,401 | (4 | ) |
|
| 6.61 | % | |
Officers and directors, as a group (5 persons) |
|
| 122,726,062 | (5 | ) |
|
| 36.82 | % | |
5% Owners |
|
|
|
|
|
|
|
|
| |
Newlan & Newlan, Ltd.(6) |
|
| 49,317,406 |
|
|
|
| 14.80 | % | |
EF2T, Inc.(7) 300 Lemon Creek Drive, Suite A Walnut, California 91789 |
|
| 19,215,740 |
|
|
|
| 5.76 | % | |
Tri-Bridge Ventures, LLC(8) 601 Monmouth Avenue Spring Lake, New Jersey 07762 |
|
| 30,000,000 | (9 | ) |
|
| 9.00 | % | |
________________
* | Less than 1%. | ||||
(1) | Based on 333,330,828 shares issued and outstanding, including 30,000,000 shares that underlie currently convertible portions of convertible debt. | ||||
(2) | These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr., two of our Directors. | ||||
(3) | These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr., two of our Directors. However, 21,442,356 of these shares are beneficially owned by Cruciate Irrevocable Trust, of which trust L. A. Newlan, Jr. is a trustee. | ||||
(4) | These shares are owned of record by Astonia LLC. Jack Jie Qin, one our directors, is the sole manager of this entity. | ||||
(5) | Included in these shares are (a) 49,317,406 shares owned of record by Newlan & Newlan, Ltd. (See Note 2), (b) 2,831,661 shares owned of record by Astonia LLC (see Note 4), and (c) 19,215,740 shares owned of record by EF2T, Inc. (See Notes 4 and 7) | ||||
(6) | This entity is a law firm owned by Eric Newlan and L. A. Newlan, Jr., two of our directors. | ||||
(7) | This entity is owned by Jack Jie Qin, one of our Directors. | ||||
(8) | Mr. John Forsythe is the managing member of this entity. | ||||
(9) | These shares are unissued shares that underlie the convertible portion of convertible debt. | ||||
| 25 |
| Table of Contents |
Item 13. Certain Relationships and Related Transactions, and Director Independence
BB Potentials Acquisition
Four of our company’s Directors, Fabian G. Deneault, Eric Newlan, L. A. Newlan, Jr. and William E. Sluss, collectively owned, directly and indirectly, 75.33% of the then-issued and outstanding shares of common stock of BB Potentials and 100% of the issued and outstanding voting preferred stock of BB Potentials. Pursuant to the Merger Agreement with BB Potentials, Mr. Deneault, Eric Newlan, L. A. Newlan, Jr. and Mr. Sluss were issued a total of 100,178,661 shares our common stock. The table below sets forth information relating to such persons’ acquiring their respective shares of capital stock of BB Potentials and the number of shares of our common stock issued to each of them.
Name |
|
Black Bird Capital Stock Beneficial Ownership |
| Total Consideration Paid for Black Bird Capital Stock |
| Common Stock Issued Pursuant to Merger Agreement |
Fabian G. Deneault |
| Common Stock: 22,700,000 shares Preferred Stock: 500,000 shares |
| $4,250 in cash |
|
49,746,253 shares |
Eric Newlan |
| Common Stock: 11,250,000 shares (1) Preferred Stock: 250,000 shares (1) |
| $125 in cash |
|
24,658,703 shares (2) |
L. A. Newlan, Jr. |
| Common Stock: 11,250,000 shares (1) Preferred Stock: 250,000 shares (1) |
| $125 in cash |
|
24,658,703 shares (3) |
|
|
|
|
|
|
|
William E. Sluss |
| Common Stock: 520,000 shares |
| Consulting services valued at $7,000 |
| 1,115,002 shares |
| (1) | These shares were purchased of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr. |
| (2) | These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr. |
| (3) | These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr. However, 21,442,356 of these shares are beneficially owned by Cruciate Irrevocable Trust, of which trust L. A. Newlan, Jr. is a trustee. |
Loans from Related Parties
During the year ended December 31, 2021, we obtained an advance from one of our officers and directors, Eric Newlan, as follows:
In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70.
| 26 |
| Table of Contents |
During the years ended December 31, 2021 and 2020, advances of $772 and $6,670 were received from Astonia LLC. Astonia LLC is considered a “related party,” due to the fact that a Director of our company, Jack Jie Qin, is the manager of Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2021 and 2020, the Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268 and $391 in accrued and unpaid interest, respectively.
During the year ended December 31, 2019, advances of $22,676 were received from EFT Holdings, Inc. Also during the year ended December 31, 2019, the Company repaid $139,611 in loans due to EFT Holdings, Inc. The amounts due EFT Holdings, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EFT Holdings, Inc. $251,785 in accrued and unpaid interest. $-0- of these EFT Holdings, Inc. advances at December 31, 2019, were past due and payable upon demand. In conjunction with the Merger Agreement, all amounts owed to EFT Holdings, Inc. as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).
During the year ended December 31, 2019, advances of $64,500 were received from EF2T, Inc. The amounts due EF2T, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EF2T, Inc. $4,742 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to EF2T, Inc. as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).
During the year ended December 31, 2019, advances of $135,000 were received from Astonia, LLC. Astonia, LLC is considered a “related party”, due to the fact that a Director of the Company, Jack Jie Qin, is the manager of Astonia. The amounts due Astonia, LLC carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed Astonia $1,997 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to Astonia, LLC as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).
Debt Forgiveness Transactions with Related Parties
In conjunction with the Merger Agreement with BB Potentials, we entered into debt forgiveness agreements with related parties, as follows:
| · | EFT Holdings, Inc.: we issued 18,221,906 shares of common stock to our former majority shareholder, EFT Holdings, |
|
|
|
| · | Inc., in payment of $886,108 of indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement. |
|
|
|
| · | EF2T, Inc.: we issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of |
|
|
|
| · | indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement. |
|
|
|
| · | Astonia LLC: we issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of |
|
|
|
| · | indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement. |
| 27 |
| Table of Contents |
Cancellation of Stock Transaction with Related Party
In conjunction with the Merger Agreement with BB Potentials, we entered into a cancellation of stock agreement with our former majority shareholder, EFT Holdings, Inc., whereby we cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc.
MiteXstream Agreements
Effective January 1, 2019, BB Potentials entered into a Distribution and Private Label Agreement (the “Original MiteXstream Agreement”) with Thoreauvian Product Services, LLC (“TPS”), a company controlled by two of our company’s officers and directors, Fabian G. Deneault and Eric Newlan, relating to the licensed biopesticide product, MiteXstream (the “Private Label Product”). The Original MiteXstream Agreement had an initial term of 10 years and a single 10-year renewal term. Under the Original MiteXstream Agreement, BB Potentials had the exclusive right to distribute and sell the Private Label Product in the United States and Canada. In addition, BB Potentials was required to pay a $20,000 exclusivity fee and to purchase $20,000 of the Private Label Product in conjunction with the signing of the Original MiteXstream Agreement and to purchase not less than $20,000 of the Private Label Product each year. Further, BB Potentials was required to pay all costs in excess of $20,000 associated with MiteXstream’s becoming approved by the U.S. EPA (and relevant states) as a pesticide.
In February 2021, the Original MiteXstream Agreement was replaced with a similar agreement, a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”), between BB Potentials and Touchstone Enviro Solutions Inc. (Touchstone), the parent company of TPS, which served to expand BB Potentials’ 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 our company approved the New MiteXstream Agreement.
Employment Agreement
We have entered into an employment agreement with one of our executive officers, William J. LoBell. Our agreement with Mr. LoBell is for a two-year term, beginning in April 2022. Under the agreement, Mr. LoBell was issued 1,000,000 shares of our common stock as a signing bonus and he is to be issued 500,000 shares of our common stock on the first day of July 2022, October 2022, January 2023 and April 2023. By the terms of the agreement, all shares of common stock issued to Mr. LoBell are valued at $0.01 per share. Additionally, Mr. LoBell is to be paid a monthly salary of $5,000.
| 28 |
| Table of Contents |
Item 14. Principal Accountant Fees and Services
The following table sets forth fees billed to us by our independent auditors during the fiscal years ended December 31, 2020 and 2019, for: (a) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (b) services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (c) services rendered in connection with tax compliance, tax advice and tax planning and (d) all other fees for services rendered.
|
| Year Ended December 31, 2021 |
|
| Year Ended December 31, 2020 |
| ||
Audit Fees |
| $ | 31,000 |
|
| $ | 20,700 |
|
Audit Related Fees |
| $ | 0 |
|
| $ | 0 |
|
Tax |
| $ | 0 |
|
| $ | 0 |
|
All Other Fees |
| $ | 0 |
|
| $ | 0 |
|
| 29 |
| Table of Contents |
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements (included in Item 8):
Black Bird Biotech, Inc. – Audited Financial Statements for the Years Ended December 31, 2021 and 2020
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 782)
Balance Sheets at December 31, 2021 and 2020
Statements of Operations for the Years Ended December 31, 2021 and 2020
Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020
Statements of Cash Flows for the Years Ended December 31, 2021 and 2020
Notes to Financial Statements
(2) Financial Statement Schedules: None
(3) Exhibits:
__________________________
* Filed herewith.
+ Incorporated by reference as indicated.
Item 16. Form 10-K Summary
None.
| 30 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |||
| Dated: April 15, 2022 | By: | /s/ Fabian G. Deneault | |
|
| Fabian G. Deneault | |
| President | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name |
| Title(s) |
| Date |
|
|
|
|
|
|
|
|
| /s/ Fabian G. Deneault |
| President [Principal Executive Officer] and Director |
| April 15, 2022 |
|
| Fabian G. Deneault |
|
|
|
|
|
|
|
|
|
|
|
|
| /s/ William E. Sluss |
| Vice President-Finance, Chief Financial Officer [Principal |
| April 15, 2022 |
|
| William E. Sluss |
| Accounting Officer] and Director |
|
|
|
|
|
|
|
|
|
|
| /s/ Eric Newlan |
| Vice President, Secretary and Director |
| April 15, 2022 |
|
| Eric Newlan |
|
|
|
|
|
|
|
|
|
|
|
|
| /s/ L. A. Newlan, Jr. |
| Director |
| April 15, 2022 |
|
| L. A. Newlan, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
| April 15, 2022 |
|
| Jack Jie Qin |
|
|
|
|
|
| 31 |
| Table of Contents |
INDEX TO FINANCIAL STATEMENTS
Black Bird Biotech, Inc.
(formerly Digital Development Partners, Inc.)
Audited Financial Statements for the Years Ended December 31, 2021 and 2020
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Black Bird
Biotech, Inc. (formerly Digital Development Partners, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Black Bird Biotech, Inc. (formerly Digital Development Partners, Inc.) and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2021 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and also has only a small capital surplus that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.
Asset Purchase
Description of the Matter
In 2021, the Company completed an asset purchase where it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash. The purchased assets consisted of $10,000 in furniture and equipment and $190,000 for an intangible asset, a customer list. The Company determined it was an asset purchase and performed an assessment of the respective values of the equipment and customer list to record.
Auditing the Company's accounting of the asset purchase is complex due to the judgment involved in the evaluation of the proper accounting treatment of the asset purchase and managements’ estimates regarding the subsequent recording of the assets acquired.
How We Addressed the Matter in Our Audit
We obtained an understanding of the Company's controls over their accounting for an asset purchase. Our testing included among other things, agreeing the terms of the agreement to their application of the purchase accounting, evaluating managements’ estimates and testing that the balances were recorded properly.
Change in Accounting Principle
Description of the Matter
Effective January 1, 2021, the Company early adopted ASU 2020-06. The ASU simplified accounting for convertible instruments by removing separation models required under current GAAP, resulting in more convertible debt instruments being reported as a single liability instrument with no separate accounting for embedded conversion features. It also simplified the diluted net income per share calculation in certain areas. The Company’s adoption resulted beginning of year equity of being reduced from $27,609 to $1,054, a reduction of $26,555.
Auditing the Company's implementation of the new ASU is complex due to the calculation related to previously embedded conversion features and significant due to its effect on equity.
How We Addressed the Matter in Our Audit
We obtained an understanding of the Company's controls over their accounting for embedded conversion features under the new ASU. Our testing included among other things, recalculating the significant components of the initial accounting of these instruments, gaining an understanding of the Company’s new calculation relating to the implementation and comparing the two methods to determine its effect on the Company’s debt and equity.
/s/ Farmer, Fuqua, & Huff, P.C.
Farmer, Fuqua, & Huff, P.C.
We have served as the Company’s auditor since 2020
Richardson, TX
April 15, 2022
| F-2 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Consolidated Balance Sheets
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Consolidated Statements of Operations
|
| Year Ended |
|
| Year Ended |
| ||
|
| 12/31/2021 |
|
| 12/31/2020 |
| ||
|
|
|
|
|
|
|
|
|
| Sales |
|
| 104,458 |
|
|
| 57,604 |
|
| Cost of goods sold |
|
| 84,871 |
|
|
| 28,245 |
|
| Gross profit (loss) |
|
| 19,587 |
|
|
| 29,359 |
|
| Expense |
|
|
|
|
|
|
|
|
| Consulting services |
|
| 725,240 |
|
|
| 266,640 |
|
| Website expense |
|
| 12,328 |
|
|
| 17,899 |
|
| Depreciation expense |
|
| 4,101 |
|
|
|
|
|
| Amortization expense |
|
| 105,556 |
|
|
|
|
|
| Legal and professional services |
|
| 84,457 |
|
|
| 143,310 |
|
| Advertising and marketing |
|
| 5,234 |
|
|
| 1,918 |
|
| Bad debt expense |
|
| - |
|
|
| 4,461 |
|
| License fee |
|
| - |
|
|
| 23,280 |
|
| Rent |
|
| 10,320 |
|
|
| 17,200 |
|
| Beneficial conversion expense |
|
| - |
|
|
| 29,788 |
|
| General and administrative |
|
| 523,478 |
|
|
| 209,666 |
|
| Total expenses |
|
| 1,470,714 |
|
|
| 714,162 |
|
| Net operating loss |
|
| (1,451,127 | ) |
|
| (684,803 | ) |
| Other expense |
|
|
|
|
|
|
|
|
| Net other income (expense) |
|
| - |
|
|
| 518 |
|
Prepayment penalty |
|
| (74,848 | ) |
|
| - |
|
| Interest expense |
|
| (285,327 | ) |
|
| (5,873 | ) |
| Total other income (expense) |
|
| (360,175 | ) |
|
| (5,355 | ) |
| Profit (loss) before taxes |
|
| (1,811,302 | ) |
|
| (690,158 | ) |
| Income tax expense |
|
| - |
|
|
| - |
|
| Net profit (loss) |
|
| (1,811,302 | ) |
|
| (690,158 | ) |
|
|
|
|
|
|
|
|
|
| Net profit (loss) per common share |
|
|
|
|
|
|
|
|
| Basic |
|
| 0 |
|
|
| 0 |
|
| Diluted |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
| 194,420,001 |
|
|
| 120,358,931 |
|
| Diluted |
|
| 225,537,811 |
|
|
| 132,545,440 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2021 and 2020
|
| Common Stock |
|
| Stockholder |
|
| Additional Paid-in | Retained Earnings (Accumulated |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Receivable |
|
| Capital |
|
| Deficit) |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
|
| 85,970,665 |
|
|
| 85,971 |
|
|
| --- |
|
|
| 7,488,946 |
|
|
| (8,715,712 | ) |
|
| (1,140,795 | ) |
Cancellation of stock |
|
| (79,265,000 | ) |
|
| (79,265 | ) |
|
| --- |
|
|
| 79,265 |
|
|
| --- |
|
|
| --- |
|
Stock issued for debt cancellation |
|
| 23,294,335 |
|
|
| 23,294 |
|
|
| --- |
|
|
| 1,109,803 |
|
|
| --- |
|
|
| 1,133,097 |
|
Effect of issuance related to acquisition of Black Bird Potentials Inc. |
|
| 120,000,000 |
|
|
| 120,000 |
|
|
| (1,000 | ) |
|
| (8,570,256 | ) |
|
| 8,566,201 |
|
|
| 114,945 |
|
Stock issued for services |
|
| 100,000 |
|
|
| 100 |
|
|
| --- |
|
|
| 7,900 |
|
|
| --- |
|
|
| 8,000 |
|
Stock issued for cash |
|
| 125,000 |
|
|
| 125 |
|
|
| --- |
|
|
| 2,375 |
|
|
| --- |
|
|
| 2,500 |
|
Stock issued for cash |
|
| 5,000,000 |
|
|
| 5,000 |
|
|
| --- |
|
|
| 195,000 |
|
|
| --- |
|
|
| 200,000 |
|
Stock issued for cash |
|
| 2,500,000 |
|
|
| 2,500 |
|
|
| --- |
|
|
| 97,500 |
|
|
| --- |
|
|
| 100,000 |
|
Stock issued for cash |
|
| 1,250,000 |
|
|
| 1,250 |
|
|
| --- |
|
|
| 48,750 |
|
|
| --- |
|
|
| 50,000 |
|
Stock issued for cash |
|
| 4,450,000 |
|
|
| 4,450 |
|
|
| --- |
|
|
| 173,550 |
|
|
| --- |
|
|
| 178,000 |
|
Stock issued for services |
|
| 1,500,000 |
|
|
| 1,500 |
|
|
| --- |
|
|
| 13,500 |
|
|
| --- |
|
|
| 15,000 |
|
Beneficial conversion related to convertible debt |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 56,343 |
|
|
| --- |
|
|
| 56,343 |
|
Inventory contributed to additional paid-in capital by related party |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| 677 |
|
|
| --- |
|
|
| 677 |
|
Net loss |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| (690,158 | ) |
|
| (690,158 | ) |
Balance, December 31, 2020 |
|
| 164,925,000 |
|
| $ | 164,925 |
|
| $ | (1,000 | ) |
| $ | 703,353 |
|
| $ | (839,669 | ) |
| $ | 27,609 |
|
Effect of adoption of ASU 2020-06 |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| (56,343 | ) |
|
| 29,788 |
|
|
| (26,555 | ) |
Stock issued for cash |
|
| 4,875,000 |
|
|
| 4,875 |
|
|
| --- |
|
|
| 190,125 |
|
|
| --- |
|
|
| 195,000 |
|
Stock issued for services |
|
| 150,000 |
|
|
| 150 |
|
|
| --- |
|
|
| 6,730 |
|
|
| --- |
|
|
| 6,880 |
|
Stock issued for commitment fee |
|
| 2,000,000 |
|
|
| 2,000 |
|
|
| --- |
|
|
| 63,000 |
|
|
| --- |
|
|
| 65,000 |
|
Stock issued for cash (Reg A#1) |
|
| 3,125,000 |
|
|
| 3,125 |
|
|
| --- |
|
|
| 96,875 |
|
|
| --- |
|
|
| 100,000 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2021 and 2020
(continued)
|
| Common Stock |
|
| Stockholder |
|
| Additional Paid-in | Retained Earnings (Accumulated |
|
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Receivable |
|
| Capital |
|
| Deficit) |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for services |
|
| 450,000 |
|
|
| 450 |
|
|
| --- |
|
|
| 13,050 |
|
|
| --- |
|
|
| 13,500 |
|
Stock issued for services |
|
| 8,000,000 |
|
|
| 8,000 |
|
|
| --- |
|
|
| 242,400 |
|
|
| --- |
|
|
| 250,400 |
|
Stock issued for services |
|
| 500,000 |
|
|
| 500 |
|
|
| --- |
|
|
| 14,500 |
|
|
| --- |
|
|
| 15,000 |
|
Stock issued for cash (Reg A #1) |
|
| 1,562,500 |
|
|
| 1,562 |
|
|
| --- |
|
|
| 48,438 |
|
|
| --- |
|
|
| 50,000 |
|
Stock issued for cash (Reg A #2) |
|
| 51,700,000 |
|
|
| 51,700 |
|
|
| --- |
|
|
| 723,800 |
|
|
| --- |
|
|
| 775,500 |
|
Stock issued for debt conversion |
|
| 8,607,995 |
|
|
| 8,608 |
|
|
| --- |
|
|
| 93,002 |
|
|
| --- |
|
|
| 101,610 |
|
Stock issued for services |
|
| 1,002,000 |
|
|
| 1,002 |
|
|
| --- |
|
|
| 33,066 |
|
|
| --- |
|
|
| 34,068 |
|
Stock issued for cash (Reg A #2) |
|
| 41,333,333 |
|
|
| 41,333 |
|
|
| --- |
|
|
| 578,667 |
|
|
| --- |
|
|
| 620,000 |
|
Stock issued for services |
|
| 13,000,000 |
|
|
| 13,000 |
|
|
| --- |
|
|
| 240,500 |
|
|
| --- |
|
|
| 253,500 |
|
Net loss |
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| --- |
|
|
| (1,811,302 | ) |
|
| (1,811,302 | ) |
Balance, December 31, 2021 |
|
| 301,230,828 |
|
| $ | 301,230 |
|
| $ | (1,000 | ) |
| $ | 2,991,163 |
|
| $ | (2,621,183 | ) |
| $ | 670,210 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Statements of Cash Flows
For the Years Ended December 31, 2021 and 2020
|
| Year Ended |
|
| Year Ended |
| ||
|
| 12/31/2021 |
|
| 12/31/2020 |
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
| Net loss |
|
| (1,811,302 | ) |
|
| (690,158 | ) |
| Adjustments to reconcile net loss to net cash used for operating activities: |
|
|
|
|
|
|
|
|
| Stock issued for services |
|
| 573,348 |
|
|
| 23,000 |
|
| Amortization of debt discount |
|
| 266,511 |
|
|
| --- |
|
| Prepaid expenses |
|
| (87,689 | ) |
|
| --- |
|
| Depreciation and amortization |
|
| 109,657 |
|
|
| --- |
|
| Account receivable |
|
| (2,741 | ) |
|
| --- |
|
| Debt amortization |
|
| --- |
|
|
| 672 |
|
| Bad debt expense |
|
| --- |
|
|
| 4,461 |
|
| Non-cash beneficial conversion expense |
|
| --- |
|
|
| 29,788 |
|
| Prepaid consulting fees |
|
| --- |
|
|
| (13,500 | ) |
| Accrued interest |
|
| 4,855 |
|
|
| 2,201 |
|
| Inventory |
|
| (34,787 | ) |
|
| (30,212 | ) |
| Deposits |
|
| --- |
|
|
| 20,000 |
|
| Accrued expenses |
|
| (10,280 | ) |
|
| 34,283 |
|
| Net cash used for operating activities |
|
| (992,428 | ) |
|
| (619,465 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
| Deposit - asset purchase |
|
| (180,000 | ) |
|
| (20,000 | ) |
| Machinery and equipment |
|
| (5,702 | ) |
|
| --- |
|
| Net cash used for investing activities |
|
| (185,702 | ) |
|
| (20,000 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Financing fees paid |
|
| --- |
|
|
| (8,000 | ) |
| Repayment of loans payable - third party |
|
| (914,100 | ) |
|
| (25,000 | ) |
| Repayments on related-party notes |
|
| --- |
|
|
| --- |
|
| Loans payable - third parties |
|
| 827,100 |
|
|
| 104,500 |
|
| Proceeds from issuance of common stock |
|
| 1,711,150 |
|
|
| 530,500 |
|
| Net advances from related party |
|
| 772 |
|
|
| 4,470 |
|
| Net cash provided by financing |
|
| 1,624,922 |
|
|
| 606,470 |
|
| Net increase (decrease) in cash and cash equivalents |
|
| 446,792 |
|
|
| (32,995 | ) |
| Cash and cash equivalents at beginning of period |
|
| 52,974 |
|
|
| 85,969 |
|
| Cash and cash equivalents at end of period |
|
| 499,766 |
|
|
| 52,974 |
|
|
|
|
|
|
|
|
|
|
| NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Common stock issued to repay third-party debt |
|
| 101,610 |
|
| $ | --- |
|
| Common stock issued to repay related party debt |
| $ | --- |
|
|
| 1,133,067 |
|
| Common stock issued for commitment fee |
|
| 65,000 |
|
| $ | --- |
|
| Inventory contributed for capital |
| $ | --- |
|
|
| 677 |
|
|
|
|
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
| Income taxes paid |
| $ | --- |
|
| $ | --- |
|
| Interest paid |
|
| 13,067 |
|
| $ | --- |
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
(formerly Digital Development Partners, Inc.)
Notes to Consolidated Financial Statements
December 31, 2021
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
Basis of Presentation
Black Bird Biotech, Inc. (formerly Digital Development Partners, Inc.) (the “Company”) was incorporated in the State of Nevada in 2006 under the name “Cyprium Resources Inc.,” which was changed to “Digital Development Partners, Inc.” in August 2009. Effective June 14, 2021, the Company’s name change to “Black Bird Biotech, Inc.” Through 2014, the Company was involved, first, in the mining industry and, then, in the communications industry.
From 2015 until the January 1, 2020, acquisition of Black Bird Potentials Inc., a Wyoming corporation (“BB Potentials”), the Company was a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. The Company’s Board of Directors has adopted the business plan of BB Potentials and the Company’s ongoing operations now include those of BB Potentials. References to “the Company” include BB Potentials, as well as its other wholly-owned subsidiaries: Big Sky American Dist., LLC, a Montana limited liability company, and Black Bird Hemp Manager, LLC, a Montana limited liability company.
The consolidated financial statements include the accounts of Black Bird Biotech, Inc. and its wholly-owned subsidiaries. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation.
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. In addition, BB Potentials is a licensed grower of industrial hemp under the Montana Hemp Pilot Program.
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 working capital of $574,165 at December 31, 2021. 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 beyond 2021. 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.
| F-8 |
| Table of Contents |
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.
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 December 31, 2021 and 2020.
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, outstanding options and warrants, if any, 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. At December 31, 2021 and 2020, there were potential dilutive securities of the Company outstanding.
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).
| F-9 |
| Table of Contents |
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 December 31, 2021 and 2020, there is $-0- and $8,922 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. All loan fees have been amortized as of December 31, 2021.
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.
Change in Accounting Principle
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.
The Company has adopted the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS.
During the year ended December 31, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the year ended December 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06.
| F-10 |
| Table of Contents |
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 has continued to affect the economy through 2021. The Company is taking all necessary steps to keep its business premises in a safe environment and is constantly monitoring the impact of COVID-19. At this time, the extent to which COVID-19 will 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. ACQUISITION OF BLACK BIRD POTENTIALS INC.
Effective January 1, 2020, the Company consummated a plan and agreement of merger (the “Merger Agreement”) with Black Bird Potentials Inc., a Wyoming corporation (BB Potentials), pursuant to which BB Potentials became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement
Due to the effects of the “reverse merger” acquisition of BB Potentials occurring effective January 1, 2020, in accordance with ASC 805 Business Combinations, the presentation of the financial statements represents the continuation of BB Potentials, the accounting acquirer, except for the legal capital structure. Historical shareholders’ equity of the Company, the accounting acquiree, has been adjusted to reflect the recapitalization. Retained earnings (deficit) of the BB Potentials, the accounting acquirer have been carried forward after the acquisition and operations prior to the merger are those of BB Potentials, the accounting acquirer. Earnings per share for periods prior to the merger have been adjusted to reflect the recapitalization.
6. COMMON STOCK
Common Stock Issued for Cash
2021 Regulation A Offering (SEC File No. 024-11215) (“Reg A #1”). During the year ended December 31, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 4,687,500 shares of its common stock for a total of $150,000, or $0.032 per share, in cash, under the Reg A #1.
Regulation A Offering (SEC File No. 024-11621) (“Reg A #2”). During the year ended December 31, 2021, the Company sold a total of 93,033,333 shares of its common stock for a total of $1,395,000, or $0.015 per share, in cash under the Reg A #2.
2020 During the year ended December 31, 2020, the Company sold 125,000 shares of its common stock to a third party for $2,500 in cash, or $0.02 per share.
During the year ended December 31, 2020, the Company sold a total of 13,200,000 shares of its common stock for a total of $528,000, or $0.04 per share, in cash, under the Reg A #1.
| F-11 |
| Table of Contents |
Common Stock Issued for Services
2021 In October 2021, the Company issued 13,000,000 shares of its common stock to a third party consultant, which shares were valued at $0.0195 per share, or $253,500, in the aggregate.
In September 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $3,000 of its common stock for each month of the three-month term of such agreement, in arrears. In October, November and December 2021, the Company became obligated to issue a total of 600,000 shares of its common stock pursuant to this agreement. The 600,000 shares were valued at $.015 per share, or $9,000, in the aggregate, which amount is included in accounts payable in the accompanying balance sheet. All 600,000 shares were issued subsequent to December 31, 2021. (See Note 16. Subsequent Events).
In July 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue 167,000 shares of its common stock for each month of the six-month term of such agreement, a total of 1,002,000 shares, which shares were valued at $0.034 per share, or $34,068, in the aggregate.
In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $.03 per share, or $15,000, in the aggregate.
In May 2021, the Company issued 8,000,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.0313 per share, or $250,400, in the aggregate. The term of the consulting agreement expires in May 2022.
In April 2021, the Company issued 450,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.03 per share, or $13,500, in the aggregate. The term of the consulting agreement expired in June 2021.
In February 2021, the Company issued 2,000,000 shares of its common stock to a third party as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate.
Pursuant to a consulting agreement, in January, February and March 2021, the Company issued a total of 150,000 shares (50,000 shares each month) of its common stock to a third-party consultant, which shares were valued at $0.0406 per share ($2,030, in the aggregate), $0.0534 per share ($2,670, in the aggregate) and $0.0436 per share ($2,180, in the aggregate), respectively.
2020 In November 2020, the Company issued a total of 1,500,000 shares of common stock to two third-party consultants, pursuant to separate consulting agreements, which shares were valued at $.01 per share, or $15,000, in the aggregate. In addition to the issuance of such shares, the third-party consultants were paid a total of $6,200 in cash for website development and related services. The terms of these consulting agreements expire September 30, 2021.
In March 2020, the Company issued 100,000 shares of common stock to two third-party consultants pursuant to a consulting agreement, which shares were valued at $0.08 per share, or $8,000, in the aggregate. The term of the consulting agreement expired in September 2020.
Acquisition of BB Potentials
Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement.
| F-12 |
| Table of Contents |
Stock Cancellation Agreement
In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc.
Debt Forgiveness Agreements
In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows:
EFT Holdings, Inc. The Company issued 18,221,906 shares of common stock to its former majority shareholder, EFT Holdings, Inc., in payment of $886,108 of indebtedness, principal and accrued interest.
EF2T, Inc. The Company issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of indebtedness, principal and accrued interest.
Astonia LLC. The Company issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of indebtedness, principal and accrued interest.
7. NEW MITEXSTREAM AGREEMENT
In February 2021, BB Potentials 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 BB Potentials’ 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.
| F-13 |
| Table of Contents |
8. ASSET PURCHASE
In February 2021, a newly-formed subsidiary of the Company, Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), which distributes the Company’s Grizzly Creek Naturals CBD and other consumer products in Western Montana, completed an asset purchase (the “Big Sky APA”), whereby it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash. The purchased assets consisted of $10,000 of furniture and equipment and $190,000 of an intangible asset, a customer list, which is being amortized over 18 months.
9. INTANGIBLE ASSET
The Company has an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and is being amortized over 18 months. The Company recorded amortization expense in the amount of $105,556 for the year ended December 31, 2021. As of December 31, 2021, the intangible asset net of accumulated amortization was $84,444. Amortization expense for 2022 is estimated to be $84,444.
10. INVENTORY
Inventory at December 31, 2021, consists of the following:
Raw Materials |
| $ | 23,575 |
|
Work in Process |
|
| 50,887 |
|
|
|
| 74,462 |
|
11. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES
GPL Ventures LLC. In April 2020, the Company obtained a loan in the amount of $25,000 from GPL Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “GPL Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. The GPL Note was convertible into shares of the Company’s common stock at the rate of one share for each $0.001 of debt converted anytime after August 30, 2020.
In November 2020, the GPL Note was repaid in full in the amount of $28,000, as follows: $25,000 in principal, $3,000 in interest.
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 $0.001 of debt converted anytime after August 30, 2020.
At December 31, 2021 and 2020, accrued interest on the Tri-Bridge Note was $4,178 and $1,870, respectively.
At December 31, 2021, the Tri-Bridge Note was past due.
| F-14 |
| Table of Contents |
EMA Financial, LLC. In December 2020, the Company obtained a loan from EMA Financial, LLC which netted us $50,000 in proceeds. In consideration of such loan, the Company issued a $58,600 face amount convertible promissory note (the “EMA Note”), with OID of $4,100, bearing interest at 10% per annum, with principal and interest due in September 2021. The Company had the right to repay the EMA Note at a premium ranging from 120% to 145% of the face amount. The EMA Note was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 60% of the market price of the Company’s common stock on the date of issuance of the EMA Note and the date of conversion, any time after June 15, 2021.
In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium.
Power Up Lending Group Ltd. In January 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $52,000 in proceeds. In consideration of such loan, the Company issued a $55,500 face amount convertible promissory note (“Power Up Note #1”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #1 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #1 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #1 and the date of conversion, any time after July 14, 2021.
During July 2021, the Power Up 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 |
| |||
| $ | 15,000 |
|
| $ | 0.0162 |
|
|
| 925,926 |
|
| $ | 20,000 |
|
| $ | 0.0143 |
|
|
| 1,398,601 |
|
| $ | 20,500 |
|
| $ | 0.0143 |
|
|
| 1,666,434 |
|
| Total Converted: | $55,500 |
|
|
|
|
|
| Total Shares: | 3,990,961 |
|
SE Holdings, LLC. In February 2021, the Company obtained a loan from SE Holdings LLC which netted the Company $106,000 in proceeds. In consideration of such loan, the Company issued a $121,000 face amount promissory note (the “SE Holdings Note”), with OID of $15,000, bearing interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in July 2021. The Company had the right to repay the SE Holdings Note at any time. Should the Company have been in default on SE Holdings Note, the SE Holdings Note would have become convertible into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest closing bid price of the Company’s commons stock for the trading day immediately preceding either (a) the delivery of a notice of default, (b) the delivery of a notice of conversion resulting from such default or (c) the issue date of the SE Holdings Note. In addition, the Company issued 2,000,000 shares of its common stock to SE Holdings as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate.
Through September 2021, the Company had repaid $45,375 of the SE Holdings Note, in accordance with the terms of the SE Holdings Note. In October 2021, the remaining balance of the SE Holdings Note, $75,625, was repaid by the Company.
Power Up Lending Group Ltd. In February 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $43,500 in proceeds. In consideration of such loan, the Company issued a $43,500 face amount convertible promissory note (“Power Up Note #2”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #2 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #2 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #2 and the date of conversion, any time after August 17, 2021.
| F-15 |
| Table of Contents |
During August and September 2021, the Power Up Note #2 was repaid in full through conversion into shares of the Company’s common stock, as follows:
Power Up Lending Group Ltd. In April 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $68,750 in proceeds. In consideration of such loan, the Company issued a $68,750 face amount convertible promissory note (“Power Up Note #3”) bearing interest at 12% per annum, with principal and interest due in April 2022. The Company had the right to repay the Power Up Note #3 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #3 and the date of conversion, any time after October 22, 2021.
In September 2021, the Power Up Note #3 was repaid in full by the Company, as follows: $68,750.00 in principal, $27,500.00 in additional principal as a prepayment premium and $5,063.01 in interest, a total repayment amount of $101,313.01.
Power Up Lending Group Ltd. In August 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $78,750 in proceeds. In consideration of such loan, the Company issued a $78,750 face amount convertible promissory note (“Power Up Note #4”) bearing interest at 12% per annum, with principal and interest due in August 2022. The Company had the right to repay the Power Up Note #4 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #4 and the date of conversion, any time after October 22, 2021.
In September 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of $99,893.84.
FirstFire Global Opportunities Fund LLC. In September 2021, the Company obtained a loan from FirstFire Global Opportunities Fund LLC which netted the Company $125,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount convertible promissory note (“FirstFire Note”), with OID of $125,000, due in September 2022, with an effective interest rate in excess of 100%. The Company had the right to repay the FirstFire Note at anytime, with a 20%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The FirstFire Note was convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021.
Prior to November 30, 2021, the FirstFire Note was repaid in full by the Company, in the amount of $200,000 (which included a $50,000 reduction in principal owed, due to the FirstFire Note’s being repaid in full on or before November 30, 2021).
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, with an effective interest rate in excess of 100%. The Company has the right to repay the Tiger Trout Note at anytime, with a 10%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The Tiger Trout Note is convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021.
| F-16 |
| Table of Contents |
At December 31, 2021, $300,000 of the Tiger Trout Note had been repaid by the Company, leaving a balance owed of $200,000 at December 31, 2021.
Subsequent to December 31, 2021, the remaining balance of the Tiger Trout Note, $200,000, was repaid by the Company. (See Note 19. Subsequent Events).
12. STOCKHOLDER RECEIVABLE
At December 31, 2021 and 2020, cash relating to a stockholder receivable of BB Potentials for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of BB Potentials. The stockholder receivable relates to 42,885 shares of Company common stock.
13. 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.
In April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” and submitted such filing to FINRA for approval thereof, which amendment became effective June 14, 2021.
14. RELATED PARTY TRANSACTIONS
Acquisition of BB Potentials
Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement.
Stock Cancellation Agreement
In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc.
Debt Forgiveness Agreements
In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows:
EFT Holdings, Inc. The Company issued 18,221,906 shares of common stock to its former majority shareholder, EFT Holdings, Inc., in payment of $886,108 of indebtedness, principal and accrued interest.
| F-17 |
| Table of Contents |
EF2T, Inc. The Company issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of indebtedness, principal and accrued interest.
Astonia LLC. The Company issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of indebtedness, principal and accrued interest
Advances from Related Parties
Year Ended December 31, 2021. During the year ended December 31, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows:
In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70.
At December 31, 2021, the Company owed EF2T, Inc. $4,470 and Astonia LLC $773.
Year Ended December 31, 2020. During the year ended December 31, 2020, advances of $6,670 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2021 and 2020, the Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268 and $391 in accrued and unpaid interest, respectively.
Stock Issued for Bonus
In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate.
New MiteXstream Agreement
In February 2021, BB Potentials 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 BB Potentials’ 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.
| F-18 |
| Table of Contents |
Facility Lease
In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one of the Company’s 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 leased facility for storage, at no charge.
15. LOANS PAYABLE - RELATED PARTIES
Year Ended December 31, 2021. During the year ended December 31, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows:
In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70.
Year Ended December 31, 2020. During the year ended December 31, 2020, the Company entered into three separate debt forgiveness agreements with related parties:
EFT Holdings, Inc. The Company issued 18,221,906 shares of common stock to its former majority shareholder, EFT Holdings, Inc., in payment of $886,108 of indebtedness, principal and accrued interest.
EF2T, Inc. The Company issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of indebtedness, principal and accrued interest.
Astonia LLC. The Company issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of indebtedness, principal and accrued interest.
During the year ended December 31, 2020, advances of $6,670 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2021 and 2020, the Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268 and $391 in accrued and unpaid interest, respectively.
16. REGULATION A OFFERINGS
Reg A #1. In August 2021, the Reg A #1, which was qualified by the SEC on August 4, 2020, expired.
Reg A #2. On September 9, 2021, the Reg A #2 was qualified by the SEC; on September 24, 2021, Post-Qualification Amendment No. 1 (the “Reg A #2 PQA”) to the Reg A #2 was qualified by the SEC. Under the Reg A #2, including the Reg A #2 PQA, relates to the offer of up to 100,000,000 shares of the Company’s common stock at an offering price of $0.015 per share.
| F-19 |
| Table of Contents |
17. INCOME TAXES
The Company’s federal income tax returns for the years ended December 31, 2018, through December 31, 2020, remain subject to examination by the Internal Revenue Service, as of December 31, 2021.
No provision was made for federal income tax for the year ended December 31, 2021, since the Company had net operating losses.
The Company has available net operating loss carry-forward of approximately $3,800,219 which begins to expire in 2029 unless utilized beforehand. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward. However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available. Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a full valuation allowance such that the net deferred tax asset is $0, as of December 31, 2021 and 2020.
The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2018. For net operating losses (NOLs) arising after December 31, 2018, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018, will not be subject to the taxable income limitation. The 2017 Act would eliminate the carryback of all NOLs arising in a tax year ending after 2017 and, instead, permits all such NOLs to be carried forward indefinitely.
|
| 2021 |
|
| 2020 |
| ||
Deferred tax assets: |
| |||||||
Net operating loss carryforwards |
| $ | 798,046 |
|
| $ | 417,673 |
|
Less: valuation allowance |
| (798,046 | ) |
|
| (417,673 | ) | |
Net deferred tax assets |
| $ | --- |
|
| $ | --- |
|
18. LEASING COMMITMENTS
At December 31, 2021, the Company has one operating lease that expires in April 2022. One operating lease in force at December 31, 2020, was terminated effective April 1, 2021. Rent expense for the years ended December 31, 2021 and 2020, totaled $10,320 and $17,200, respectively.
Future minimum payments under the lease are as follows:
2022 |
| $ | 2,400 |
|
|
| $ | 2,400 |
|
| F-20 |
| Table of Contents |
19. SUBSEQUENT EVENTS
Common Stock Issued for Services
Subsequent to December 31, 2021, the Company issued a total of 600,000 shares of common stock it had become obligated to issue during the year ended December 31, 2021. These shares were valued at $9,000, in the aggregate, and had been included in the Company’s accounts payable at December 31, 2021.
In January 2022, the Company issued 200,000 shares of its common stock pursuant to a consulting agreement with a third party, which shares were valued at $0.015 per share, or $3,000, in the aggregate.
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, in arrears. In February, March and April 2022, the Company has issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $0.015 per share, or $22,500, in the aggregate.
Convertible Promissory Note Repayment
Tiger Trout Note. Subsequent to December 31, 2021, the Company has repaid the remaining balance, $300,000, of the Tiger Trout Note.
Loan From Third Party
Power Up Lending Group Ltd. In March 2022, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “Power Up Note #5”), with OID of $24,450 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 Power Up Note #5 at any time, without penalty. Should the Company become in default on the Power Up Note #5 , the Power Up Note #5 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.
Other
Management has evaluated subsequent events through April 15, 2022.
| F-21 |
EXHIBIT 4.7
EXHIBIT 10.27
EXHIBIT 21.1
Subsidiaries of Black Bird Biotech, Inc.:
Black Bird Potentials Inc., a Wyoming corporation
Big Sky American Dist., LLC, a Montana limited liability company
Black Bird Hemp Manager, LLC, a Montana limited liability company
EXHIBIT 31.1
CERTIFICATION
I, Fabian G. Deneault, certify that:
1. I have reviewed this Annual Report on Form 10-K of Black Bird Biotech, Inc. for the fiscal year ended December 31, 2021.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: April 15, 2022 | By: | /s/ Fabian G. Deneault | |
|
|
| Fabian G. Deneault | |
| President |
EXHIBIT 31.2
I, William E. Sluss, certify that:
1. I have reviewed this Annual Report on Form 10-K of Black Bird Biotech, Inc. for the fiscal year ended December 31, 2021.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: April 15, 2022 | By: | /s/ William E. Sluss | |
|
|
| William E. Sluss | |
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Fabian G. Deneault, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Black Bird Biotech, Inc. on Form 10-K for the fiscal year ended December 31, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Black Bird Biotech, Inc. at the dates and for the periods indicated.
| Date: April 15, 2022 | By: | /s/ Fabian G. Deneault | |
|
|
| Fabian G. Deneault | |
| President |
I, William E. Sluss, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Black Bird Biotech, Inc. on Form 10-K for the fiscal year ended December 31, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Black Bird Biotech, Inc. at the dates and for the periods indicated.
| Date: April 15, 2022 | By: | /s/ William E. Sluss | |
|
|
| William E. Sluss | |
| Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to Black Bird Biotech, Inc. and will be retained by Black Bird Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.