EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ________ to ________
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification No.) |
(Address of Principal Executive Offices, Including Zip Code)
(
(Registrant’s telephone number, including area code)
______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered under Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Smaller reporting company | |
Accelerated filer | ☐ | Emerging growth company | |
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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
The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
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| Table of Contents |
BLACK BIRD BIOTECH, INC.
Consolidated Balance Sheets
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| 6/30/23 (unaudited) |
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| 12/31/22 (audited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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Inventory |
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Accounts receivable |
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Right of use asset - operating leases |
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Total current assets |
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OTHER ASSETS |
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Fixtures and equipment |
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Deferred offering cost |
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Right of use asset - operating lease |
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Other asset |
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Total other assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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LIABILITIES |
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Current liabilities |
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Other current liabilities |
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Accounts payable and accrued liabilities |
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Accrued interest payable |
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Due to related party |
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Third-party notes payable, net of loan fees of $ |
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Lease liability – operating |
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Total current liabilities |
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Long-term liabilities |
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Lease liability – operating |
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Total long-term liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, $ |
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Common stock, $ |
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Stockholder receivable |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
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Total stockholders’ equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
Consolidated Statements of Operations
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| For the Three Months Ended June 30, |
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| For the Six Months Ended June 30, |
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Sales |
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Cost of goods sold |
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Gross profit (loss) |
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Expense |
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Consulting services |
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Website expense |
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Legal and professional services |
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Product distribution and development costs |
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Beneficial conversion expense |
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Advertising and marketing |
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License fee |
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Rent |
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Amortization |
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Depreciation expense |
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General and administrative |
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Total expenses |
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Net operating loss |
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Other expense |
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Interest expense |
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Interest income |
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Total other income (expense) |
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Profit (loss) before taxes |
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Income tax expense |
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Net profit (loss) |
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Net profit (loss) per common share |
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Basic |
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Diluted |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Six Months Ended June 30, 2023 and 2022 (unaudited)
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| Preferred Stock |
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| Common Stock |
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| Stockholder | Additional Paid-in | Retained Earnings (Accumulated |
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| Amount |
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| Deficit) |
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| Total |
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Balance, December 31, 2022 |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for services |
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Net loss |
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Balance, March 31, 2023 |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Common stock issued for debt cancellation |
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Net loss |
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Balance, June 30, 2023 |
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| Common Stock |
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| Deficit) |
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Balance, December 31, 2021 |
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Net loss |
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Balance, March 31, 2022 |
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Stock issued for services |
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Stock issued for debt cancellation |
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Warrants |
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Net loss |
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Balance, June 30, 2022 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
Consolidated Statements of Cash Flows
(unaudited)
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| For the Six Months Ended June 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used for operating activities: |
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Stock issued for services |
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Amortization of financing fees |
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Depreciation and amortization |
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Non-cash deferred offering cost |
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Non-cash debt conversion fees |
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Account receivable |
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Debt amortization |
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Prepaid consulting fees |
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Accrued interest |
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Inventory |
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Accrued expenses |
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Rent security deposit |
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Net cash used for operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Net cash used for investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Financing fees paid |
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Repayment of loans payable - third party |
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Proceeds loans payable - third parties |
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Proceeds from issuance of common stock |
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Net advances from related party |
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Net cash provided by financing |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Common stock issued to repay third-party debt |
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Common stock issued for services for reduction in accounts payable |
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Common stock issued to for accrued interest |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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Income taxes paid |
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Interest paid |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
BLACK BIRD BIOTECH, INC.
Notes to Unaudited Consolidated Financial Statements
June 30, 2023
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.
These unaudited interim consolidated financial statements, as of June 30, 2023, and for the six months ended June 30, 2023 and 2022, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2023. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities Exchange Commission.
Nature of Operations
The Company is the exclusive worldwide manufacturer and distributor for MiteXstreamTM, an EPA-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew.
The Company also manufactures and sells, under its Grizzly Creek NaturalsTM brand name, CBD products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Going Concern
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $
The Company’s activities will necessitate significant uses of working capital for 2023 and beyond. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.
While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
| 7 |
| Table of Contents |
Cash and Cash Equivalents and Restricted Cash
Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of June 30, 2023, and December 31, 2022.
Income Taxes
The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of June 30, 2023 and 2022.
Related Parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Inventories
Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO).
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from
Accounts Receivable and Revenue Recognition
Accounts receivable is recorded net of an allowance for expected losses. As of June 30, 2023 and 2022, there is $-
Deferred Financing Costs
Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. As of June 30, 2023, there were $
Convertible Notes
The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements.
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| Table of Contents |
Leases
Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.
3. CORONAVIRUS PANDEMIC
During 2020 a strain of coronavirus (COVID-19) was reported worldwide resulting in decreased economic activity and closures of businesses which has adversely affected the broader global economy. The virus, including the responses thereto, has continued to affect the economy into 2023. At this time, the extent to which COVID-19 will continue to impact the economy and the Company is uncertain. Pandemics or other significant public heath events could have a material adverse effect on the Company and the results of its operations in the future.
4. CONCENTRATION OF CREDIT RISK
In the normal course of business the Company maintains cash with a Federally-insured financial institution. Individual account balance may occasionally exceed the Federally-insured limit of $
5. PREFERRED STOCK
During the year ended December 31, 2022, pursuant to six separate Exchange Agreements a total of
6. COMMON STOCK
Common Stock Issued for Services
Six Months Ended June 30, 2023
In April 2022, the Company entered into an executive services agreement with a former executive officer, pursuant to which it was obligated to issue
Six Months Ended June 30, 2022
In January 2022, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $
| 9 |
| Table of Contents |
Common Stock Issued for Debt Conversions
Talos Victory Fund, LLC. During the six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
Total Converted: $106,500 |
|
|
|
|
|
| Total Shares: 106,500,000 |
| ||
Mast Hill Fund, L.P. During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
| Total Converted: $36,650 |
|
|
|
|
|
|
| Total Shares: 41,900,000 |
|
Boot Capital, LLC. During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
GS Capital Partners, LLC. During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
Mast Hill Fund, L.P. During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
Mast Hill Fund, L.P. During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
| 10 |
| Table of Contents |
NOTE 7. WARRANTS
At June 30, 2023, the Company had reserved
Outstanding as of December 31, 2022 |
|
|
| |
Granted |
|
| --- |
|
Exchanged for common shares |
|
| --- |
|
Outstanding as of June 30, 2023 |
|
|
|
NOTE 8. NEW MITEXSTREAM AGREEMENT
In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:
|
| New MiteXstream Agreement | Original MiteXstream Agreement |
Term |
| ||
Territory |
| ||
Royalty |
| ||
Minimums |
| ||
Sublicensing |
| ||
Trademarks |
|
(1) (2) |
The disinterested Directors of the Company approved the New MiteXstream Agreement.
9. INTANGIBLE ASSET
The Company had an intangible asset related to the purchase of product distribution assets in the amount of $
10. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES
Tri-Bridge Ventures LLC. In April 2020, the Company obtained a loan in the amount of $
During the year ended December 31, 2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock.
At June 30, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.
Tiger Trout Capital Puerto Rico, LLC. In September 2021, the Company obtained a loan from Tiger Trout Capital Puerto Rico, LLC which netted the Company $
1800 Diagonal Lending LLC. In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $
| 11 |
| Table of Contents |
The 1800 Diagonal Note #1 was paid in full during the six months ended June 30, 2023.
Talos Victory Fund, LLC. In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $
During the six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
At June 30, 2023, and December 31, 2022, the Talos Note #1 had a remaining balance of $-
Mast Hill Fund, L.P. In May 2002, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $
In December 2022, the Mast Hill Note #1 was amended to increase the principal by $
During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
Total Converted: $41,900 |
|
|
|
|
|
| Total Shares: 41,900,000 |
| ||
At June 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $
GS Capital Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $
During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
As of June 30, 2023, the Company was delinquent in its repayment obligations under the GS Capital Note #1. The GS Capital Note #1 had a remaining balance of $
| 12 |
| Table of Contents |
Boot Capital, LLC. In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $
During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
At June 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $
Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $
During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
At June 30, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $
1800 Diagonal Lending LLC. In November 2022, the Company obtained a loan from
At June 30, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $
Mast Hill Fund, L.P. In December 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $
| 13 |
| Table of Contents |
During the six months ended June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
At June 30, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $223,000, respectively.
1800 Diagonal Lending LLC. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $
At June 30, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $
11. STOCKHOLDER RECEIVABLE
At June 30, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $
12. AMENDMENTS OF ARTICLES OF INCORPORATION
In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports.
In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to
In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to
In November 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to
In June 2023, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to
Certificate of Designation – Series A Preferred Stock
In August 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations:
Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series A Preferred Stock and the number of shares so designated shall be Forty-Two Thousand (
Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.
Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:
(a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus
(b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.
| 14 |
| Table of Contents |
Dividends. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.
Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.
Conversion and Adjustments.
Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:
Each
No Partial Conversion. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.
Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.
Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.
Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.
No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.
13. RELATED PARTY TRANSACTIONS
Advances from Related Parties
Six Months Ended June 30, 2023
During the six months ended June 30, 2023, the Company obtained $
Six Months Ended June 30, 2022
During the six months ended June 30, 2022, the Company obtained no $
New Mitexstream Agreement
In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:
| 15 |
| Table of Contents |
| New MiteXstream Agreement | Original MiteXstream Agreement | |
Term |
| ||
Territory |
| ||
Royalty |
| ||
Minimums |
| ||
Sublicensing |
| ||
Trademarks |
| ||
|
| (1) (2) | |
The disinterested Directors of the Company approved the New MiteXstream Agreement
14. LOANS PAYABLE – RELATED PARTIES
Six Months Ended June 30, 2023
During the six months ended June 30, 2023, the Company obtained $
As of June 30, 2023, the Company owed $
As of June 30, 2023, the Company owed $
As of June 30, 2023, the Company owed Astonia LLC $
Six Months Ended June 30, 2022
During the six months ended June 30, 2022, the Company did not obtain any loans from related parties. As of June 30, 2022, the Company owed Astonia LLC $
15. LEASE
The Company entered into a lease agreement for office space in Argyle, Texas,
Future minimum lease payments under the operating leases are as follows:
Period Ended June 30, |
| Amount |
| |
2023 |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
Total minimum lease payments |
|
|
| |
Less: amount of lease payments representing interest |
|
| ( | ) |
Present value of future minimum lease payments |
|
|
| |
Less: current liability under lease |
|
| ( | ) |
Long-term lease liability |
| $ |
| |
| 16 |
| Table of Contents |
In January 2023, the Company entered into a lease for the operating facility described below.
Address |
| Description |
| Use |
| Yearly Rent |
|
| Expiration Date |
| |
11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 |
| Office/Warehouse (1,500 sq. ft.) |
| Administrative/ Warehousing |
| $ | * |
|
| ||
| * | The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450. |
16. SUBSEQUENT EVENTS
Common Stock Issued for Debt Conversions
GS Capital Partners, LLC. Subsequent to June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
|
|
|
|
|
| |||||
$ |
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
Boot Capital, LLC. Subsequent to June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
Mast Hill Fund, L.P. Subsequent to June 30, 2023, $
Amount Converted |
|
| Conversion Price Per Share |
|
| Number Shares |
| |||
$ |
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| |||
| Total Converted: $ |
|
|
|
|
|
|
| Total Shares: |
|
Loans From a Related Party
Subsequent to June 30, 2023, the Company has obtained a total of $
Other
Management has evaluated subsequent events through August 21, 2023.
| 17 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Basis of Presentation
This Management’s Discussion and Analysis of Financial Condition and Results of Operations section includes financial results of our company, Black Bird Biotech, Inc., including its subsidiaries, Black Bird Potentials Inc. (BB Potentials), Big Sky American Dist., LLC (Big Sky American) and Black Bird Hemp Manager, LLC, for the six months ended June 30, 2023 and 2022.
Cautionary Statement
The following discussion and analysis should be read in conjunction with our financial statements and related notes, beginning on page F-1 of this Quarterly Report.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties. We assume no obligation to update any of the forward-looking statements included herein.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| · | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
|
|
|
| · | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
|
|
|
| · | submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
|
|
|
| · | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Critical Accounting Policies
In General. Our accounting policies are discussed in detail in the footnotes to our financial statements beginning on page F-1. We consider our critical accounting policies related to revenue recognition, inventory and fair value of financial instruments.
Overview and Outlook
Through BB Potentials, our company is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide (EPA Reg. No. 95366-1) effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew. Also through BB Potentials, we manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American distributes our Grizzly Creek Naturals products, as well as an array of other consumer retail products, in Western Montana. In addition, for 2020 and 2021, BB Potentials was a licensed grower of industrial hemp under the Montana Hemp Pilot Program and, in connection therewith, established “Black Bird American Hemp” as the brand name under which these efforts were to be conducted. For the foreseeable future, we have suspended our hemp-related efforts.
| 18 |
| Table of Contents |
Principal Factors Affecting Our Financial Performance
Our future operating results can be expected to be primarily affected by the following factors:
| · | our ability to establish and maintain the value proposition of our MiteXstream biopesticide, vis-a-vis other available pest control products; |
| · | our ability to generate sales channels for MiteXstream; and |
| · | our ability to contain our operating costs. |
Results of Operations
Six Months Ended June 30, 2023 (“Interim 2023”) and 2022 (“Interim 2022”). Our 2021 purchase of certain distribution-related assets pursuant to the Big Sky APA was made with an expectation that an immediately accessible larger number of retail locations would allow us to increase 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 occurred. During Interim 2023, sales of non-CBD consumer products we lower compared to prior periods, which followed a trend beginning during the summer of 2022, when Western Montana experiences a significant reduction in tourism. During Interim 2023, sales of MiteXstream were relatively small, though slightly higher from the fourth quarter of 2022, as we began to place product in Ace Hardware stores across Montana, Idaho, Oregon and Washington. MiteXstream is currently sold in approximately 75 retail locations, in addition to our online store located at www.MiteXstream.com.
During Interim 2023, our business operations generated $20,307 (unaudited) in revenues from sales with a cost of goods sold of $9,930 (unaudited), resulting in a gross profit of $10,377 (unaudited). During Interim 2022, our business operations generated $44,745 (unaudited) in revenues from sales with a cost of goods sold of $26,625 (unaudited), resulting in a gross profit of $18,120 (unaudited).
During Interim 2023, we incurred operating expenses of $187,647 (unaudited), which were comprised of $5,000 (unaudited) in consulting services, $483 (unaudited) in website expenses, $14,450 (unaudited) in legal and professional services, $4,057 (unaudited) in rent, $150 (unaudited) in advertising expense, $4,325 (unaudited) in license fee and $156,945 (unaudited) in general and administrative expense and $2,237 (unaudited) in depreciation expense, resulting in a net operating loss of $177,270 (unaudited). In addition, we incurred total other expense of $286,619 (unaudited), which was comprised entirely of interest expense of $286,845 (unaudited) which was offset by $226 in interest income, resulting in a net loss for Interim 2023 of $463,889 (unaudited).
During Interim 2022, we incurred operating expenses of $1,001,694 (unaudited), which were comprised of $246,030 (unaudited) in consulting services, $3,457 (unaudited) in website expenses, $7,200 (unaudited) in legal and professional services, $3,000 (unaudited) in rent, $202,287 (unaudited) in advertising and marketing expense, $16,998 (unaudited) in license fee and $457,152 (unaudited) in general and administrative expense, resulting in a net operating loss of $983,574 (unaudited). In addition, we incurred interest expense of $209,378 (unaudited), amortization expense of $63,333 (unaudited) and depreciation expense of $2,237 (unaudited), resulting in a net loss for Interim 2022 of $1,192,952 (unaudited).
We expect that our revenues will increase from quarter to quarter beginning with the third quarter of 2023, as sales of MiteXstream are expected to increase from our recently-initiated marketing efforts. There is no assurance that such will be the case, and we expect to incur operating losses through at least March 31, 2024. 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 2023
Substantially all of our limited capital, financial and human, will be devoted to increasing sales of MiteXstream. There is no assurance that we will be successful in increasing sales of MiteXstream.
Financial Condition, Liquidity and Capital Resources
June 30, 2023. At June 30, 2023, our company had $6,720 (unaudited) in cash and a working capital deficit of $877,179 (unaudited), compared to $44,448 in cash and a working capital deficit of $824,230 at December 31, 2022. The change in our working capital position from December 31, 2022, to June 30, 2023, is attributable primarily to our inability to increase sales of our products, our repayment of debt and the payment of operating expenses.
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Our company’s current cash position of approximately $5,000 is not adequate for our company to maintain its present level of operations through the remainder of 2023. We must obtain additional capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.
Capital Sources During the Six Months Ended June 30, 2023. During the six months ended June 30, 2023, we derived capital from loans from a third-party lender and a related-party lender.
Third-Party Loan. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted our company $125,330.20 in proceeds. In consideration of such loan, we issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. We have the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should we become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 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.
At June 30, 2023, we were current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $219,405.
Related-Party Loans. During the six months ended June 30, 2023, the Company obtained $25,531 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. Such funds were used to pay operating expenses and to make monthly payments on the 1800 Diagonal Note #3. As of June 30, 2023, the Company owed Mr. Newlan the amount of $25,531.
Capital Sources During 2022.
During 2022, we derived approximately $800,000 in capital from loans from third-party lenders, which funds were used for the repayment of debt obligations, the payment of advertising and marketing expenses and the payment of operating expenses. Information with respect to these loans is set forth in Note 6. Common Stock – Common Stock Issued for Debt Conversions, Note 10. Convertible Promissory Notes – Third Parties and Note 16. Subsequent Events in the accompanying financial statements of our company.
Inflation
Our management believes economic indicators point toward continuing significant inflationary pressures. However, no prediction can be made in this regard and, further, no prediction can be made with respect to how the continuing impacts of inflation would affect our results of operations.
Seasonality
Our Big Sky American operations are subject to seasonal fluctuation, with the months of May through September providing approximately 70% of Big Sky American’s sales revenues. We expect that our operating results with respect to MiteXstream will be impacted, in an indeterminate measure, by the seasonality of farming operations, including cannabis grow operations. However, we are currently unable to predict the level to which such seasonality will impact our MiteXstream business.
Off Balance Sheet Arrangements
As of June 30, 2023, there were no off-balance sheet arrangements.
Contractual Obligations
In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our Directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the previously-leased facility for storage, at no charge.
In January 2023, we entered into a lease for the operating facility described below.
Address |
| Description |
| Use |
| Yearly Rent |
| Expiration Date | |
11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 | Office/Warehouse (1,500 sq. ft.) |
| Administrative/ Warehousing |
| $8,700 * |
| January 31, 2025 |
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* | The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450. |
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Capital Expenditures
We made no capital expenditures during the six months ended June 30, 2023, nor during the year ended December 31, 2022. Without obtaining additional capital, we will not be able to make any capital expenditures.
COVID-19
On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.
As of the quarter ended June 30, 2023, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.
Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of June 30, 2023.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We have no pending legal or administrative proceedings.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2023, we issued shares of common stock not reported previously, as follows:
We issued a total of 224,100,000 shares of common stock to holders of four separate convertible promissory notes for conversion of a total of $41,691 in convertible debt. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
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Exhibit |
| Description | |||
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| Articles of Amendment to Articles of Incorporation filed June 21, 2023 | ||||
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101.INS* |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document. | |||
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
101.LAB* |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
_______________________
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLACK BIRD BIOTECH, INC. |
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By: | /s/ Fabian G. Deneault |
| Dated: August 21, 2023 |
| Fabian G. Deneault |
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EXHIBIT 3.1
EXHIBIT 31.1
CERTIFICATION
I, Fabian G. Deneault, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Black Bird Biotech, Inc. for the fiscal period ended June 30, 2023. |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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 |
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| 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): | |
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| (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 |
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| (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: August 21, 2023. |
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| By: | /s/ Fabian G. Deneault |
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| Fabian G. Deneault |
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| President |
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EXHIBIT 31.2
CERTIFICATION
I, William E. Sluss, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Back Bird Biotech, Inc. for the fiscal period ended June 30, 2023. | |
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| 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; | |
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| 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; | |
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| 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: | |
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| (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; |
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| (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; |
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| (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 |
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| (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 |
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| 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): | |
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| (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 |
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| (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. |
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Date: August 21, 2023.
| By: | /s/ William E. Sluss |
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| William E. Sluss |
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| Chief Financial Officer |
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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 Quarterly Report of Black Bird Biotech, Inc. on Form 10-Q for the period ended June 30, 2023, 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-Q 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: August 21, 2023.
| By: | /s/ Fabian G. Deneault |
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| Fabian G. Deneault |
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| President |
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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 Quarterly Report of Black Bird Biotech, Inc. on Form 10-Q for the period ended June 30, 2023, 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-Q 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: August 21, 2023.
| By: | /s/ William E. Sluss |
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| William E. Sluss |
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| Chief Financial Officer |
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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.