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 BlackBird Hemp Manager, LLC, for the years endedDecember 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
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
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. InAugust 2020 , theFinancial 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 afterDecember 15, 2021 , and early adoption is permitted for fiscal years beginning afterDecember 15, 2020 . Our company has early-adopted ASU 2020-06 for the year beginningJanuary 1, 2021 . Overview and Outlook
With the acquisition of BB Potentials effective
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, inWestern 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+. InMarch 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+, aCornelius, 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 ofSpire Sports + Entertainment, LLC , has a long history of building and executing successful sales and marketing programs for brands, such asToyota , 5-hour ENERGY,Auto-Owners Insurance , ENEOS Motor Oil, Petro-Canada, STP andParker Hannifin . New Sales Executive Officer. Following our executing the agreement with Spire+, inApril 2022 , we hiredWilliam 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 EndedDecember 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 inNorthwest Montana inApril 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 leastDecember 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 . AtDecember 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 atDecember 31, 2020 . The significant change in our working capital position fromDecember 31, 2020 , toDecember 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 endedDecember 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. InMay 2020 , our company filed an Offering Statement on Form 1-A (File No. 054-11215) (the "Reg A #1") with theSEC with respect to 70,000,000 shares of common stock, as amended, which was qualified by theSEC onAugust 4, 2020 . During the year endedDecember 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 onAugust 4, 2021 . At the end ofAugust 2021 , our company filed a second Offering Statement on Form 1-A (File No. 024-11621) (the "Reg A #2") with theSEC with respect to 100,000,000 shares of common stock, as amended, which was qualified by theSEC onSeptember 9, 2021 . During the year endedDecember 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 . InApril 2020 , the Company obtained a loan in the amount of$25,000 fromGPL Ventures LLC . In consideration of such loan, the Company issued a$25,000 face amount convertible promissory note (the "GPL Note") bearing interest at 10% per annum, with principal and interest due inJanuary 2021 . The GPL Note was convertible into shares of the Company's common stock at the rate of one share for each$.001 of debt converted anytime afterAugust 30, 2020 .
In
Tri-Bridge Ventures LLC . InApril 2020 , the Company obtained a loan in the amount of$25,000 fromTri-Bridge Ventures LLC . In consideration of such loan, the Company issued a$25,000 face amount convertible promissory note (the "Tri-Bridge Note") bearing interest at 10% per annum, with principal and interest due inJanuary 2021 .Tri-Bridge Note is convertible into shares of the Company's common stock at the rate of one share for each$.001 of debt converted anytime afterAugust 30, 2020 .
At
At
EMA Financial, LLC . InDecember 2020 , the Company obtained a loan fromEMA 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 inSeptember 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 afterJune 15, 2021 .
In
Power Up Lending Group Ltd. InJanuary 2021 , the Company obtained a loan fromPower 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 inJanuary 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 afterJuly 14, 2021 .
During
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: 3,990,961SE Holdings, LLC . InFebruary 2021 , the Company obtained a loan fromSE 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 inJuly 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 theSE Holdings Note. In addition, the Company issued 2,000,000 shares of its common stock toSE 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
16 Table of ContentsPower Up Lending Group Ltd. InFebruary 2021 , the Company obtained a loan fromPower 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 inJanuary 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 afterAugust 17, 2021 .
During August and
Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0137 1,094,891 $ 20,000 $ 0.0093 2,150,538 $ 11,110 * $ 0.0081 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 * This amount includes$2,610 of interest.
Power Up Lending Group Ltd. InApril 2021 , the Company obtained a loan fromPower 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 inApril 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 afterOctober 22, 2021 .
In
Power Up Lending Group Ltd. InAugust 2021 , the Company obtained a loan fromPower 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 inAugust 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 afterOctober 22, 2021 .
In
FirstFire Global Opportunities Fund LLC . InSeptember 2021 , the Company obtained a loan fromFirstFire 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 inSeptember 2022 . The Company had the right to repay the FirstFire Note at anytime, with a 20%, or$50,000 , reduction in principal owed if repaid in full on or beforeNovember 30, 2021 . The FirstFire Note was convertible into shares of the Company's common stock at a conversion price equal to$.015 per share, any time afterDecember 1, 2021 .
Prior to
Tiger Trout Capital Puerto Rico, LLC . InSeptember 2021 , the Company obtained a loan fromTiger 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 inSeptember 2022 . The Company has the right to repay the Tiger Trout Note at anytime, with a 10%, or$50,000 , reduction in principal owed if repaid in full on or beforeNovember 30, 2021 . The Tiger Trout Note is convertible into shares of the Company's common stock at a conversion price equal to$.015 per share, any time afterDecember 1, 2021 . 17 Table of Contents AtDecember 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 inMarch 2022 .
Subsequent to
Power Up Lending Group Ltd. InMarch 2022 , we obtained a loan fromPower 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 inMay 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
InJune 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. AtDecember 31, 2021 , such loan had been repaid in full, in the amount of$93,697.70 . During the years endedDecember 31, 2021 and 2020, advances of$772 and$6,670 were received fromAstonia LLC . The amounts dueAstonia LLC bear interest at 5% per year and have a maturity of one year. As ofDecember 31, 2021 and 2020, the Company owedAstonia 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 inJanuary 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 byEFT 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:
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
Contractual Obligations
InMay 2020 , BB Potentials entered into a facility lease withGrizzly 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 inRonan, Montana . Monthly rent under such lease was$1,500 and the initial term of such lease expired inDecember 2025 . This lease was terminated effectiveApril 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 Administrative$7,200 April 2022 Drive, Suite Corporate Office 104 Flower Mound, (160 sq. ft.) TX 75028 Capital Expenditures
We made capital expenditures of
We made no capital expenditures during the year ended
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