UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~May~~November 3130, 2012
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52439

BILL THE BUTCHER, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-5449905
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1730 1ST Avenue South Seattle, WA 98134		98134
24 Roy Street # 16 Seattle, Washington		98109
(Address of principal executive offices)		(Zip Code)
(206) 453-4418
(Registrant’s telephone number, including area code)

(206) 453-4418 (Registrant’s telephone number, including area code)

Indicate by checkmark 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 last 90 days.

YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

YES x NO ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4147,~~570~~090,404 shares of common stock outstanding as of ~~August~~January 1618, ~~2012~~2013.

Table of Contents

Bill the Butcher, Inc.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	911
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1114
Item 4.	Controls and Procedures	1114
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1215
Item 1A.	Risk Factors	1215
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1215
Item 3.	Defaults Upon Senior Securities	1215
Item 5.	Other Information	1215
Item 6.	Exhibits	1215
Signatures		1316
Exhibit Index		1417

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bill the Butcher, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

(in thousands, except share information)

(Unaudited)

	May 31,			August 31,
	November 30,			August 31,
	2012			~~2011~~2012
Current assets
Cash and cash equivalents	$	3-		$	90-
Merchandise inventories		2613			7027
Prepaid expenses and other current assets		-1			221
Total current assets		2914			~~182~~28
Property and equipment, net		~~166~~115			~~334~~140
Deferred debt issue costs, net		-169			2456
Deposits and other assets		4718			6656
Total assets	$	~~242~~316		$	~~606~~280
Current liabilities
Accounts payable	$	999		$	639
Checks issued in excess of bank balance	$	105		$	45
Accrued liabilities and other current liabilities		524			226
Accounts payable		966			1,048
Accrued interest on notes payable and advances		177			42
Accrued liabilities and other current liabilities		426			351
Notes payable		300			300
Accrued fees and related due financial advisor		518			45
Convertible notes payable, net of discount of $15 and $53		535			397
Accrued interest on notes payable and advances		133			150
Advances on notes payable		455			250
Notes payable		1,739			1,415
Total current liabilities		2,990			1,854
Advances on notes payable		465			465
Other liabilities		29			37
Total current liabilities		4,352			3,519
Total liabilities		3,019			1,891
Other liabilities		17			17
Total liabilities		4,369			3,536
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding		33			25
Common stock, $0.001 par value, 70,000,000 shares authorized; 34,023,737 and 25,206,654 shares issued and outstanding Shares issuable: 6,520,000 shares and 341,875 shares		587			137
Common stock, $0.001 par value, 70,000,000 shares authorized; 41,870,404 and 41,570,404 shares issued and outstanding		42			41
Shares issuable: 8,213,000 and no shares		601			-
Common stock, 200,000 shares, receivable from founder		(100	)		(100	)
Additional paid-in capital		4,~~299~~975			25,~~931~~034
Accumulated deficit		(79,~~596~~571	)		(48,~~278~~231	)
Total stockholders' deficit		(24,~~777~~053	)		(13,~~285~~256	)
Total liabilities and stockholders' deficit	$	~~242~~316		$	~~606~~280

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

Table of Contents

Bill the Butcher, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(in thousands, except share and per share information)

(Unaudited)

Three months ended May 31,

Nine months ended May 31

Three months ended November 30,

2012

2011

~~2012~~

~~2011~~

Sales

~~204~~199

~~496~~388

~~846~~

~~1,648~~

Cost of goods sold

~~200~~163

~~310~~261

~~649~~

~~1,037~~

Gross profit

436

~~186~~127

~~197~~

~~611~~

Operating expenses

Direct store expenses

~~265~~205

~~341~~305

~~695~~

~~1,006~~

General and administrative expenses

~~569~~460

~~385~~421

~~1,414~~

~~1,482~~

Settlement expense

~~754~~420

~~754~~

Total operating expenses

1,~~588~~085

726

~~2,863~~

~~2,488~~

Loss from operations

(1,~~584~~049

)

(~~540~~599

)

~~(2,666~~

)

~~(1,877~~

)

Interest expense

~~148~~(290

)

~~179~~(194

)

~~652~~

~~218~~

Net loss

(1,~~732~~339

)

(~~719~~793

)

~~(3,318~~

)

~~(2,095~~

)

Net loss per share, basic and diluted

(0.0603

)

(0.03

)

~~(0.12~~

)

~~(0.09~~

)

Weighted average shares used in computing net loss per common share, basic and diluted

3145,~~010~~826,~~587~~904

2425,~~248~~604,~~917~~654

~~27,713,400~~

~~23,904,958~~

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

Table of Contents

Bill the Butcher, Inc. and Subsidiary

Condensed Consolidated Statement of Stockholders’ Deficit

For the ~~nine~~three months ended ~~May~~November 3130, 2012

(in thousands, except shares)

(Unaudited)

	Common stock
	issued					~~issuable~~		issuable						~~receivable~~		receivable						~~Additional~~		Additional		~~Accumulated~~		Accumulated
	Shares		~~Amount~~	Amount		~~Shares~~		Shares		~~Amount~~		Amount		~~Shares~~		Shares		~~Amount~~		Amount		~~paid-in capital~~		paid-in capital		~~deficit~~		deficit		~~Total~~		Total
Balance at August 31, 2011		25,206,654	$	25			352,000			$	137				(250,000	)		$	(100	)		$	2,931			$	(4,278	)			(1,285	)
Balance at August 31, 2012		41,570,404		$	41				-			$	-				(200,000	)		$	(100	)		$	5,034			$	(8,231	)		$	(3,256	)
Shares issued previously issuable		352,000					(352,000	)			(137	)											137								-
Shares and warrants issued in connection with extensions of notes and accounts payable		300,000			1																				24								25
Shares issuable for services							250,000				23																				23
Shares issuable for cash purchase									2,500,000				125																				125
Warrants issued for services																							98								98
Shares issuable for services									2,250,000				237																				237
Shares issued in connection with extentions of notes payable		1,025,000		1																			302								303
Shares issuable in connection with settlement									2,500,000				175																				175
Shares issued for services		4,307,375		4																			585								589
Shares issuable in exchange for accounts payable									460,000				37																				37
Shares issued in exchange for accounts payable		150,000		-																			32								32
Shares issuable in connection with note exchange									200,000				12																				12
Shares issued upon exercise of warrants		1,742,708		2																			(2	)							-
Shares issuable in connection with conversion of convertible notes payable									303,000				15																				15
Shares issued upon sale of common stock		1,250,000		1																			199								200
Stock issue costs																									(84	)							(84	)
Warrants issued with convertible notes																							16								16
Net loss																													(1,339	)			(1,339	)
Shares issuable in connection with settlement							6,270,000				564																				564
Balance at November 30, 2012		41,870,404		$	42				8,213,000			$	601				(200,000	)		$	(100	)		$	4,974			$	(9,570	)		$	(4,053	)
Net loss																											(3,318	)			(3,318	)
Balance at May 31, 2012		34,033,737	$	33			6,520,000			$	587				(250,000	)		$	(100	)		$	4,299			$	(7,596	)		$	(2,776	)

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

Table of Contents

Bill the Butcher, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine months ended May 31,
	Three months ended November 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(31,~~318~~339	)	$	(~~2,095~~793	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		~~103~~25			~~109~~36
Impairment of long-lived assets		65
Settlement expense for shares and notes issued		238			-
Provision for settlement expense		754
Stock-based compensation and financing expense		237			212
Stock-based compensation and financing expense		1,013			448
Amortization of debt issue costs and discount		122			42
Amortization of debt discount		54			174
Changes in assets and liabilities
Merchandise inventories		4415			4629
Accounts payable		~~360~~(82	)		~~164~~176
Accrued liabilities		~~433~~75			~~164~~160
Other		(116	)		(28	)
Accrued fees due financial advisor		474			-
Net cash used by operating activities		(608	)		(1,018	)
Other		35			(35	)
Cash flows from investing activities:
Net cash used by operating activities		(200	)		(173	)
Purchases of property, plant & equipment		-			(26	)
Net cash used by investing activities		-			(26	)
Cash flows from financing activities:
Proceeds from sale of common stock issued and issuable		~~200~~125			~~339~~-
Proceeds from issuance of notes payable		~~100~~15			~~850~~-
Repayment of notes payable		-			(100	)
Proceeds from advances on notes payable		-			80
Payment of debt issue costs		-			(94	)
Increase in checks issued in excess of bank balance		60
Proceeds from advances on notes payable		205			-
Other financing activities					16
Proceeds from inventory loan		30			-
Net cash provided by financing activities		200			96
Other financing activities		(14	)		(7	)
Net decrease in cash and cash equivalents		-			(77	)
Net cash provided by financing activities		521			988
Cash and cash equivalents, beginning of year		-			90
Net decrease in cash and cash equivalents		(87	)		(56	)
Cash and cash equivalents, end of period	$	-		$	13
Cash and cash equivalents, beginning of year		90			96
Cash and cash equivalents, end of period	$	3		$	40
Supplemental disclosures of cash flow information:
Cash paid for interest	$	82		$	103
Non-cash investing and financing activities:
Non-cash investing and financing activities:
Common stock and warrants issued for services	$	237		$	212
Common stock issued to holders of notes payable	$	304		$	-
Common stock issued in exchange for accounts and notes payable and extensions of notes	$	88		$	-
Common stock and warrants issued for services	$	687		$	-
Debt discount relating to warrants issued with notes payable	$	16		$	49
Exchange of accounts and note payable for common stock	$	32		$	120

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

Table of Contents

Bill the Butcher, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

For the ~~nine~~three months ended ~~May~~November 3130, 2012 (unaudited)

Note 1. Description of Business, ~~Going Concern~~ and Summary of Significant Accounting Policies

Organization and business – Bill the Butcher, Inc. and its wholly -owned subsidiary (~~together,~~ “Bill the Butcher” or the “Company”), is a Seattle, Washington based retailer selling U.S. sourced and ethically and sustainably raised meats through corporate-owned neighborhood butcher shops. At ~~May~~November 3130, 2012, we operated ~~five~~four stores in the greater Seattle area and ~~have since closed one of those stores. We have~~ entered into leases for three additional stores, two of which are fully constructed and awaiting opening, one of which we opened in January 2013. We have one operating segment, butcher shops selling organic and natural meat.

Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors, ~~Bill Watson~~ at Finance 500, continue to raise capital and have also ~~been~~negotiated inrestructured ~~negotiations~~payment terms for ~~restructuring~~approximately ~~payment~~$1.1 ~~terms~~million ~~for~~of ~~outstanding~~prior ~~debt~~indebtedness ~~obligations~~and settlement of prior litigation. During the ~~nine~~three months ended ~~May~~November 3130, 2012, we received $~~200~~125,000 from sales of our common stock, ~~$100,000~~before ~~from~~offering ~~issuances~~costs, ofand ~~convertible~~we ~~notes~~(i) ~~payable,~~issued $~~205~~365,000 ~~from~~of ~~advances~~our on12% ~~notes~~Convertible ~~payable,~~Notes ~~and~~in exchange for $30300,000 ~~from~~of an24% ~~inventory~~notes ~~loan. Subsequent~~and toaccrued ~~May 31~~interest, ~~2012,~~(ii) weissued ~~have received proceeds of~~ $~~300~~62,000 ~~less commissions and legal fees through sales~~ of our ~~stock. We~~12% ~~also~~Convertible ~~are~~Notes in ~~negotiations~~exchange ~~with~~for ~~holders~~$50,000 of ~~our~~15% ~~convertible~~ notes ~~payable~~ and ~~other~~accrued ~~notes payable with respect to restructuring repayment terms~~interest, ~~which~~and is(iii) ~~anticipated~~issued ~~to result~~$225,000 ~~at least in part, in issuances~~ of our ~~equity~~12% ~~securities~~Convertible Notes in exchange for ~~some~~accounts ~~portion~~payable of ~~indebtedness, however, there is no assurance that~~ such ~~restructured financing will be accomplished~~amount.

Going concern - The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. Our net loss was approximately $31.3 million during the ~~nine~~three months ended ~~May~~November 3130, 2012 and $24.90 million during the year ended August 31, ~~2011~~2012, and our operating activities used cash of $~~608~~200,000 during the ~~nine~~three months ended ~~May~~November 3130, 2012 and $1.50 million during the year ended August 31, ~~2011~~2012. We expect losses to continue in the near future as we grow and further develop our operations. At ~~May~~November 3130, 2012, we had a working capital deficit of approximately $34.03 million and ana ~~accumulated~~stockholders’ deficit of ~~approximately~~ $74.61 million. We have funded our operations, business development and growth through sales of common stock and short-term borrowings. We require additional funds to further develop our business, execute our business strategy and satisfy our working capital needs. Our operating expenses will consume a material amount of our cash resources. We intend to raise capital through debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be available on a timely basis, on terms favorable to us or obtained in sufficient amounts necessary to meet our needs. In the event that we cannot obtain additional funds on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Use of estimates in the preparation of financial statements - Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent 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 from those estimates. The more significant accounting estimates inherent in the preparation of our financial statements include estimates as to the valuation and recoverability of inventories, ~~and~~recoverability of long-lived assets, valuation of equity related instruments, and valuation allowance for deferred income tax assets.

Interim financial statements – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the fiscal year ended August 31, ~~2011~~2012, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. The information furnished in this report ~~reflects~~includes all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for each period presented. The results of operations for the interim ~~periods~~period ended ~~May~~November 3130, 2012 are not necessarily indicative of the results for any future period.

~~Reclassifications~~Concentrations –- All ~~Certain~~of ~~reclassifications~~our ~~have~~operations ~~been~~are ~~incorporated~~currently located in the ~~statement~~greater ofSeattle, ~~operations~~Washington ~~for~~area. ~~the~~As ~~nine~~a ~~month~~result, ~~period~~we ~~ended~~could ~~May~~be ~~31,~~particularly ~~2012~~susceptible to ~~reflect~~adverse ~~revisions~~trends toand ~~amounts~~economic ~~previously~~conditions ~~reported~~in ~~for~~ the ~~three~~area, including labor markets and ~~six~~other ~~months~~occurrences ~~ended~~such ~~February~~as 29local strikes, ~~2012~~earthquakes asor ~~cost~~other ofnatural ~~goods~~disasters. In ~~sold~~addition, ~~direct~~inasmuch ~~store~~as ~~expenses~~we are a retailer of meat and ~~general~~related merchandise, adverse publicity and/or ~~administrative~~trends ~~expenses. Reclassifications~~with ~~did~~respect ~~not~~to ~~result~~the meat industry in ~~any~~general ~~change~~could inhave ~~reported~~a ~~net~~material ~~loss~~effect on our operations and financial condition.

Concentrations - All of our operations are located in the greater Seattle, Washington area. As a result, we could be particularly susceptible to adverse trends and economic conditions in the area, including labor markets and other occurrences such as local strikes, earthquakes or other natural disasters. In addition, inasmuch as we are a retailer of meat and related merchandise, adverse publicity and/or trends with respect to the meat industry in general could have a material effect on our operations and financial condition.

Table of Contents

Cash and cash equivalents - We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. Our cash is maintained with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. At ~~May~~November 3130, 2012, no amounts exceeded the limit.

Fair value measurements – In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar asset or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

Fair value of financial instruments – The fair value of our financial instruments, including cash and cash equivalents, accounts payable, certain accrued liabilities and notes payable approximates the carrying amounts value due to their short maturities.

Merchandise inventories – Merchandise inventories, which consists of meat and nonperishable products, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

~~Revenue~~Impairment ~~recognition~~of long-lived ~~Revenues~~assets - Long-lived assets are ~~recognized~~reviewed atfor impairment whenever events or changes in circumstances indicate that the ~~point~~carrying amount of ~~sale~~an atasset ~~retail~~may ~~locations~~not orbe ~~upon~~recoverable. Recoverability ~~delivery~~of assets to be held and used is measured by a comparison of the ~~product~~carrying amount of an asset to future net cash flows expected to be generated by the asset. ~~Retail~~ If ~~store~~such ~~revenues~~assets are ~~reported~~considered ~~net~~to ofbe ~~sales~~impaired, ~~use~~the orimpairment ~~other~~to ~~transaction~~be ~~taxes~~recognized ~~collected~~is ~~from~~measured ~~customers~~by ~~and~~the ~~remitted~~amount toby ~~taxing~~which ~~authorities~~the carrying amount of the assets exceeds the fair value of the assets, and is disclosed.

~~Cost~~Deferred offinancing ~~goods~~costs ~~sold~~– -We ~~Cost~~record legal and other fees paid relating to offerings of ~~goods~~equity ~~sold~~or ~~includes~~debt securities as deferred financing costs included in other assets. Costs relating to debt are deferred and amortized to interest expense over the ~~cost~~term of ~~meat~~the ~~and~~related ~~nonperishable~~debt. Costs ~~products~~relating ~~sold~~to ~~and~~equity ~~commissary~~are recorded as stock issue costs as a decrease to additional paid-in capital upon sales of equity securities in the financing to which the costs relate.

~~Closed~~Debt ~~stores~~discount – ~~When~~We werecord ~~close~~fees ~~stores,~~paid ~~leasehold~~to ~~improvements~~lenders and ~~related~~the ~~accumulated~~fair ~~amortization~~value ~~are~~of ~~removed~~common ~~from~~stock ~~the~~or ~~accounts~~warrants issued ~~and~~with ~~the~~debt ~~net~~securities ~~carrying~~as ~~amount~~a debt discount, which is ~~recognized~~presented net of related borrowings on the consolidated balance sheets and amortized as aan ~~loss~~adjustment ~~included~~to ininterest ~~direct~~expense ~~store~~over ~~expenses~~the borrowing term.

Revenue recognition - Revenues are recognized at the point of sale at retail locations or upon delivery of the product. Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities.

Cost of goods sold - Cost of goods sold includes the cost of meat and nonperishable products sold.

Stock-based compensation - We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the award that will vest during the period. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period based on the fair value of such stock-based awards on the grant date.

Net loss per share - Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents are excluded as the effect would be anti-dilutive. Shares excluded from net loss per share computations for the three ~~and nine~~ months ended ~~May~~November 3130 were as follows:

	2012		2011
Warrants		1,616,668		2,300,000
Warrants and options		6,851,674		3,075,000
Options		375,000		375,000
Convertible notes payable		11,068,347		562,500
Convertible notes payable		1,229,167		562,500
		17,920,021		3,637,500
Total		3,220,835		2,675,000

Contingencies - Conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, would be disclosed.

Note 2. Related Parties and Settlement of Litigation

J’Amy Owens, our sole officer and director and principal shareholder, acquired a majority of the Company’s ownership in 2009, and during the fiscal year ended August 31, 2010, the Company acquired ownership of a business she co-founded to develop the “Bill the Butcher” retail concept. Ms. Owens is involved in other business activities, and as a result may face a conflict in selecting between the Company and other business interests. We have not established a policy for resolution of such conflicts.

Table of Contents

~~Legal~~Contingencies ~~Proceedings~~ - InConditions ~~October~~may ~~2010,~~exist aas ~~former~~of ~~employee~~the ~~commenced~~date afinancial ~~lawsuit~~statements inare ~~the~~issued, ~~Superior~~which ~~Court~~may ofresult ~~the~~in ~~State~~a ofloss ~~Washington~~to ~~against~~ the Company, ~~J’Amy~~but ~~Owens,~~which ~~its~~will ~~sole~~only ~~officer~~be ~~and~~resolved ~~director~~when ~~(together~~one ~~the~~or ~~with~~more ~~the~~future ~~Company~~events ~~the~~do ~~“BtB~~or ~~Parties),~~do ~~and~~not ~~certain advisors to the Company (“Other Parties”)~~occur. ~~The~~ ~~complaint alleges that the~~ Company ~~breached~~management ~~its~~assesses ~~employment~~such ~~agreement~~contingent ~~with~~liabilities, ~~the plaintiff~~ and ~~that~~such ~~the~~assessment ~~former~~inherently ~~employee~~involves ~~was~~an ~~wrongfully~~exercise ~~discharged in violation~~ of ~~public policy~~judgment. ~~The~~If ~~former~~the ~~employee~~assessment ~~sought~~of ~~damages~~a incontingency anindicates ~~undefined~~that ~~amount,~~it ~~injunctive~~is ~~relief,~~probable ~~and~~that ~~attorneys’ fees. Additionally, the plaintiff also asserted~~ a ~~claim~~liability ~~against~~has ~~our~~been ~~sole~~incurred ~~officer~~ and ~~director,~~the ~~personally,~~amount ~~for breach~~ of athe ~~stock~~liability ~~purchase~~can ~~agreement. On~~be ~~July 17~~estimated, ~~2012,~~then the ~~Company,~~estimated ~~J’Amy~~liability ~~Owens~~would ~~and~~be ~~the~~accrued ~~former~~in ~~employee~~our ~~entered~~financial ~~into a settlement agreement and general release~~statements. As ~~part~~If of the ~~settlement,~~assessment ~~the~~indicates ~~BtB~~that ~~Parties~~a ~~provided~~potentially amaterial ~~declaration~~loss ~~with~~contingency ~~respect~~is tonot ~~certain~~probable ~~matters~~but ~~pertaining~~is toreasonably ~~the~~possible, ~~former~~or ~~employee’s~~is ~~lawsuit~~probable ~~with~~but ~~the~~cannot ~~Other~~be ~~Parties~~estimated, ~~and~~then ~~all~~the ~~claims,~~nature ~~demands,~~of ~~expenses,~~the ~~attorney~~contingent ~~fees~~liability, ~~causes~~together ofwith ~~action~~an orestimate ~~suits~~of ~~between~~the ~~and~~range ~~among~~of ~~the~~possible ~~Company~~loss, ~~J’Amy~~if ~~Owens~~determinable, ~~and~~would ~~the~~be ~~former employee were released and fully settled~~disclosed.

InNote ~~June 2011, an action was commenced by the former owner and co-founder of W K, Inc~~2. (W K”), the company we acquired in 2010, in the Superior Court of the State of Washington, County of King, against the BtB Parties and the Other Parties. The plaintiff was seeking damages or the rescission of a Related Party ~~Agreement~~ and aSettlement ~~Stock Purchase Agreement. In June 2012, the Court awarded the plaintiff 6,270,000 shares~~ of our common stock, which we were issued June 4, 2012. On August 3, 2012, the Company, J’Amy Owens and the plaintiff entered into a settlement agreement and general release pursuant to which, among other things, all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, J’Amy Owens and the plaintiff were released, the plaintiff retained all shares previously issued without restrictions on the sale and transfer of said stock except as provided for by applicable Securities Laws, and except under certain circumstances, and we issued to the plaintiff a $150,000 non-interest bearing note payable due July 1, 2013. The note payable is collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable, and payments on the note are required in the amount of 6.5% of proceeds received by the Company from securities offerings subsequent to the date of the settlement agreement, which proceeds are to be paid at finance closings. In connection with the issuance of shares and notes payable and with related legal fees and expenses, we have recognized settlement expense of approximately $754,000 during the three and nine months ended May 31, 2012.Litigation

Settlement of Litigation - In 2010, a former employee commenced a lawsuit in the Superior Court of the State of Washington against the Company, J’Amy Owens, its sole officer and director (together the with the Company the “BtB Parties), and certain advisors to the Company (“Other Parties”). In July 2012, the Company, Ms. Owens and the former employee entered into a settlement agreement and general release and all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, Ms. Owens and the former employee were released and fully settled.

In 2011, an action was commenced by the former owner and co-founder of the company we acquired in 2010, in the Superior Court of the State of Washington, against the BtB Parties and the Other Parties. In August 2012, the Company, Ms. Owens and the plaintiff entered into a settlement agreement and general release pursuant to which, among other things, all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, Ms. Owens and the plaintiff were released. The plaintiff retained 6,270,000 shares of our common stock previously issued, and we issued to the plaintiff a $130,000 non-interest bearing note payable due July 1, 2013. In connection with the issuance of shares and notes payable and with related legal fees and expenses, we recognized settlement expense of approximately $766,000 during the year ended August 31, 2012.

In July 2012, a lawsuit was filed against the Company and Ms. Owens by the “Other Parties” described above claiming indemnification with respect to litigation brought by the former employee against the Other Parties, and among other things, recovery of damages in an unspecified amount and recovery of attorney’s fees. The Other Parties are holders of shares of Company common stock in excess of 5%, but less than 10% of total Company common stock outstanding. The Company and the Other Parties reached a settlement regarding this litigation subsequent to in September 2012, pursuant to which, among other things, the Company agreed to issue 2,500,000 shares of our common stock to the Other Parties and the Other Parties dropped their litigation and released all claims. In connection with the issuance of shares and related legal fees and expenses, we recognized settlement expense of approximately $263,000 during the three months ended November 30, 2012.

Common Stock Receivable from Founder - During the year ended August 31, 2011, we issued 293,750 shares of our common stock to investors in exchange for $75,000, and Ms. Owens agreed to transfer 200,000 of these shares from personally owned shares. The agreement to transfer shares is accounted for as a contribution of capital of $100,000 based on the closing price of our common stock on the transaction date. The transfer of shares to the Company has not occurred and the receivable for such shares is presented as a separate component of stockholders’ deficit.

Lease arrangement with Founder – Commencing in September 2012, we lease our corporate facilities from J’Amy Owens pursuant to a lease arrangement. During the three months ended November 30, 2012, we paid rent of $10,000 per month and paid a non-refundable security deposit of $20,000. We continue to pay rent of $10,000 per month and are in the process of negotiating a lease agreement.

Common Stock Issued to Employees – During the three months ended November 30, 2012 we issued 1,000,000 shares to each of two employees, who are currently holders of our common stock. These shares are subject to a proxy to vote by Ms. Owens, as are other shares owned by these employees.

Note 3. Merchandise Inventories

Merchandise inventories consisted of the following (in thousands):

	May 31,		August 31,
	November 30,		August 31,
	2012		~~2011~~2012
Perishable food	$	117	$	3620
Non-perishables		156		347
Total	$	2613	$	7027

Note 4. Notes Payable

Note Payable - In May 2011, we received $300,000 cash and issued a note payable due in September 2011, bearing interest at 6.25% payable at maturity, together with 300,000 shares of our common stock. The maturity date could be extended for one month, and if extended, the note bears interest at 8.25% and we agreed to issue the note holder 100,000 shares of our common stock. The note bears interest at 24% beyond the extended maturity date, is due on demand and remains outstanding as of May 31, 2012. In January 2012, we issue the lender 525,000 shares of our common stock and the lender agreed to forbear from issuing a written default notice or demand for payment. During the nine months ended May 31, 2012, we recorded expense of $206,000, which is included in interest expense, relating to extensions of the notes of and stock issued, based on closing market prices of our stock. We have continued to discuss and negotiate terms of repayment.

Convertible Notes - During the year ended August 31, 2011, we received $450,000 cash from investors and issued convertible notes payable (together, the “Convertible Notes” and individually, a “Convertible Note”) in such amounts together with warrants to purchase 550,000 shares of our common stock at a per share price of $0.80 that expire in February 2016. Convertible Notes bear interest at 15% payable at maturity. Convertible Notes are convertible into shares of our common stock at a conversion price of $0.80 per share if (i) we are acquired or (ii) we elect to prepay all or a portion of the outstanding principal. The fair value of warrants issued recorded as debt discount was $169,000 and is being amortized to interest expense over the debt terms. Discount amortization of $42,000 was recognized as interest expense during the nine months ended May 31, 2012. As of May 31, 2012, these Convertible Notes are beyond their maturity dates. During the nine months ended May 31, 2012, we issued 500,000 shares of our common stock to holders of these notes in connection with forbearance and recognized expense of approximately $98,000, which is included in interest expense, based on closing market prices of our stock on issuance dates.

May 2012 Convertible Notes Payable – In May 2012, we received $100,000 from investors and issued $100,000 of notes payable, due July 2013, and warrants to purchase 666,667 shares of our common stock at a purchase price of $0.15 per share exercisable for three years. The notes bear interest at 12% per annum and are convertible into shares of our common stock at the holders election at a per share price of $0.15 per share. The fair value of warrants issued recorded as a discount was $16,000 and is being amortized to interest expense over the debt term.

Advances on Notes Payable - Through May 31, 2012, we have received $455,000, which is reported as advances on notes payable in the accompanying condensed consolidated balance sheet. Terms of notes payable have not yet been finalized. Interest has been accrued on advances at a rate of 15% per annum.

Table of Contents

Note 4. Notes Payable

Notes payable and advances are due within one year and consist of the following (in thousands):

	November 30,			August 31,
	2012			2012
Convertible notes, interest at 12%	$	1,660		$	1,008
Convertible notes, interest at 15%		-			50
24% notes		-			300
Non-interest bearing note		130			130
Advances on notes		465			465
Total notes payable and advances		2,255			1,953
Discount, net of amortization		(51	)		(73	)
Total	$	2,204		$	1,880

12% Convertible Notes Payable – During the year ended August 31, 2012, we issued $500,000 of notes payable due July 1, 2013, and warrants to purchase 3,000,006 shares of our common stock at a purchase price of $0.15 per share in exchange for $500,000 cash, less financing fees and expenses of approximately $71,000, and also issued $483,000 of notes payable due July 1, 2013 in exchange for 15% Convertible Notes having face amounts of $400,000 and related accrued interest of $83,000. The notes bear interest at 12% per annum and are convertible into shares of our common stock at the holders election at a per share price of $0.15 per share (the 12% Convertible Notes). The 12% Convertible Notes are collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable.

During the three months ended November 30, 2012, we issued $427,000 of 12% Convertible Notes in exchange for 15% Convertible Notes and 24% Notes Payable as described below. Additionally, during the three months ended November 30, 2012, we also issued $225,000 of 12% Convertible Notes due July 1, 2013 in exchange for accounts payable of such amounts.

15% Convertible Notes - During the year ended August 31, 2011, we received $450,000 cash from investors and issued convertible notes payable (together, the “15% Convertible Notes” in such amounts together with warrants to purchase 550,000 shares of our common stock at a per share price of $0.80 that expire in February 2016. Convertible Notes were due in one year and bear interest at 15% payable at maturity. Convertible Notes are convertible into shares of our common stock at a conversion price of $0.80 per share under certain conditions. A relative portion of the fair value of warrants issued was recorded as debt discount and amortized to interest expense, of which $53,000 was recognized during the fiscal year ending August 31, 2012. As described above, during the year ended August 31, 2012, holders of $400,000 of 15% Convertible Notes exchanged 15% Convertible Notes for 12% Convertible Notes, and during the three months ended November 30, 2012, the remaining $50,000 of 15% Convertible Notes were exchanged for 12% Convertible Notes. No gain or loss was recognized on these exchanges.

24% Note Payable - In May 2011, we received $300,000 cash and issued a note payable due in September 2011, bearing interest at 6.25% payable at maturity. The maturity date could be extended for one month, and if extended, the note bears interest at 8.25% and we agreed to issue the note holder 100,000 shares of our common stock. The note bears interest at 24% beyond the extended maturity date, is due on demand. In January 2012, we agreed to issue the lender shares of our common stock and the lender agreed to forbear from issuing a written default notice extend the loan until February 15, 2012. In October 2012, we entered into a settlement agreement with the note holder pursuant to which, among other things, we issued $365,000 of 12% Convertible Notes due October 1, 2013 in exchange for $300,000 of 24% Notes Payable and related accrued interest of $65,000, all matters pertaining to litigation and disputes with respect to our contractual obligations of the 24% Note Payable were settled, and shares of common stock we previously issued were retained by the note holder. No gain or loss was recognized on this exchange.

Non-interest bearing Note Payable – In August 2012, in connection with a settlement agreement as disclosed in Note 2, we issued a promissory note payable due July 1, 2013 in the amount of $130,000. A discount for imputed interest of approximately $10,000 was recorded using an estimated interest rate of 12%, which is amortized to interest expense over the term until maturity. The note payable is collateralized by a pledge of interests in all of the Company’s assets on a pari passu basis with holders of other collateralized notes payable, and payments on the note are required in the amount of 6.5% of proceeds received by the Company from securities offerings subsequent to the date of the settlement agreement, which proceeds are to be paid at finance closings.

Table of Contents

Automatic Conversion of Notes to Common Stock – Pursuant to terms of 12% Convertible Notes and the Non-interest bearing Note Payable, the outstanding balance, including accrued interest, shall automatically convert into shares of common Stock at a per share conversion price of $0.15 once the per share price of the Common Stock reaches or exceeds $0.45 for ten consecutive trading days, or alternatively shall automatically convert into shares of Common Stock at a per share conversion price of $0.15 upon completion by the Company of a sale of $1 million or more of a subsequent equity or new debt financing following the date of the Note.

Advances on Notes Payable – During the years ended August 31, 2012 and 2011, we received cash and agreed to issue promissory notes payable to prospective investors, the terms of which were not yet finalized. Interest has been accrued on advances at a rate of 15% per annum.

Note 5. Stockholders’ Equity

~~Issuance~~Preferred Stock - We are authorized to issue up to 5,000,000 shares of ~~Common~~$0.001 ~~Stock~~par ~~upon~~value ~~exercise~~preferred stock, including two million shares of ~~warrants~~Series –A Inpreferred ~~February~~stock ~~2012~~that would be entitled to ten votes per share, wetwo ~~issued~~million 1shares of Series B preferred stock that would be entitled to two votes per share,~~742,708~~ and one million shares of ~~our~~Series ~~common~~C preferred stock with no voting rights. Our Board of Directors has the authority to fix and determine the ~~warrant~~relative ~~holder~~economic rights and preferences of preferred shares, as well as the authority to issue such shares without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon ~~receipt~~liquidation, the right to receive dividends before dividends are declared to holders of ~~notice~~our common stock, and the right to the redemption of ~~cash-less~~such ~~exercise~~preferred inshares, ~~accordance~~together with ~~terms~~a premium, prior to the redemption of the ~~warrants~~common stock. In addition, ~~which~~shares ~~were~~of preferred stock could be issued with terms designed to delay or prevent a change in ~~2010~~control or make removal of management more difficult.

~~Warrants to Purchase~~ Common Stock ~~Issued~~- ~~for~~We ~~Services. –~~are Inauthorized ~~October 2011, we entered into an agreement for legal services pursuant~~ to ~~which we agreed to~~ issue ~~the~~up ~~service provider a warrant~~ to ~~purchase 400~~70,000,000 shares of ~~our~~$0.001 ~~common~~par ~~stock~~value atClass aA ~~price~~common ~~of $0~~stock.20 As ~~per~~of ~~share~~November ~~exercisable~~30, ~~for~~2012, 10we ~~years. We~~have ~~recorded~~approximately ~~expense of $98~~50,~~000~~083,000 ~~the~~shares ~~fair~~issued ~~value~~and ofissuable, and have warrants ~~determined~~outstanding byto ~~utilizing~~purchase ~~the~~6,852,000 ~~Black-Scholes-Merton~~shares ~~option~~and ~~pricing~~convertible ~~model~~notes ~~with~~convertible ~~assumptions~~into ofapproximately ~~113%~~11,068,000 ~~volatility~~shares, ~~2.2%~~which ~~interest~~together ~~rate~~total ~~and~~68,003,000 ~~dividend rate of nil~~shares.

~~Issuance of~~ Common Stock Issued for ~~Services~~Borrowing Extensions – During the ~~nine~~three months ended ~~May~~November 3130, 2012, we ~~have~~ issued 4300,~~307,375~~000 shares of our common stock to ~~consultants~~lenders. The ~~and~~value ~~employees~~of ~~for~~shares ~~services~~issued ~~and~~based ~~have~~on ~~recorded~~the ~~expense~~closing ofmarket ~~approximately~~price ~~$589,000 based~~ on ~~closing~~the ~~market~~date ~~prices~~shares ofare ~~our~~issuable ~~common~~approximated ~~stock~~$21,000 onand ~~the~~is ~~dates~~reported ~~shares~~as ~~were~~interest ~~issuable~~expense.

~~Terminated~~Common Stock ~~Purchase~~Issuable ~~Agreement~~for -Cash In– ~~May~~During ~~2011,~~the wethree ~~entered~~months ~~into~~ended aNovember ~~stock~~30, ~~purchase~~2012, ~~agreement~~we ~~with~~received ancash ~~investment~~of ~~fund~~$125,000 in ~~that~~exchange ~~provided~~ for, ~~among~~the ~~other~~purchase ~~things~~of 2,500,000 ~~our issuance of approximately 6.1 million~~ shares of our common stock~~. In July 2011~~, ~~the~~which ~~stock~~were ~~purchase~~not ~~agreement was terminated and it was agreed that stock~~ issued ~~would~~as ~~be returned. All shares~~ of ~~stock~~November ~~issued~~30, ~~have since been returned~~2012.

Common Stock Issuable in Connection with Settlement Agreement – During the three months ended November 30, 2012, we agree to issue 2,500,000 shares of our common stock in settlement of litigation as disclosed in Note 2. The value of shares issued based on the closing market price on the dates shares are issuable of $175,000 was reported as settlement expense.

Common Stock Issuable in Conversion of Notes Payable – During the three months ended November 30, 2012, we agreed to issue 303,000 shares of our common stock in connection with a the conversion of $15,000 of Convertible Notes Payable.

Common Stock Issuable in Exchange for Accounts Payable – During the three months ended November 30, 2012, we agreed to issue 460,000 shares of our common stock in connection with exchanges of accounts payable. The value of shares based on the closing market price on the dates shares are issuable approximated $37,000.

Common Stock Issuable for Services – In February 2012, we extended for a one-year an agreement, with an investor and public relations firm pursuant to which, among other things, we issued the firm 1,250,000 shares of our common stock and agreed to issue the firm 250,000 shares of our common stock each three-month period. Shares were recorded at the closing market price on the dates shares are issuable. During the three months ended November 30, 2012, we recorded expense of $18,000 and 250,000 shares issuable.

During the three months ended November 30, 2012, we agreed to issue 2,000,000 shares of our common stock to employees for services and recorded expense of $220,000 based on closing market prices of our common stock on the dates shares were issuable.

Warrants to Purchase Common Stock – In connection with offerings of our common stock and notes payable, we have issued warrants to purchase shares of our common stock. We have also issued warrants to purchase shares of our common stock to service providers for services provided. At November 30, 2012, here were warrants outstanding for the purchase of 6,851,674 shares having a weighted average exercise price of $0.19 per share.

Table of Contents

Note 6. Commitments and Contingencies

Legal ~~Proceedings~~Matters - From time to time, we may be subject to various legal proceedings and claims that may arise in the ordinary course of business. Our management currently believes that resolution of such legal matters will not have a material adverse impact on our consolidated financial position, results of operations or cash flows.

OnAgreement ~~July~~with ~~23,~~Placement Agent – In 2012, we entered into an agreement with a ~~lawsuit~~firm ~~was~~to ~~filed~~provide ~~against~~placement agent services in connection with our fund-raising activities. Pursuant to terms of the ~~Company~~agreement, ~~and~~among ~~J’Amy~~other ~~Owens~~things, bywe agreed to pay the ~~“Other~~firm ~~Parties”~~a ~~described~~fee inupon ~~Note~~financing 2transaction –closings ~~Related~~equal ~~Parties~~to a percentage ranging from 10% to 13% of transaction values (as defined) and ~~Settlement~~shares of ~~Litigation~~our ~~claiming~~common ~~indemnification~~stock ~~with~~and ~~respect~~warrants to ~~litigation~~purchase ~~brought~~shares byof our common stock. During the ~~former~~three ~~employee~~months ~~against~~ended ~~the~~November ~~Other~~30, ~~Parties~~2012, ~~recovery~~we ofrecognized ~~damages~~deferred indebt anissue ~~unspecified~~costs ~~amount~~of ~~for~~approximately ~~alleged~~$233,000, stock ~~breach~~issue costs of ~~contract~~approximately $43,000 and ~~recovery~~settlement expense of ~~attorney’s~~$157,000, ~~fees. The~~and ~~Company~~at ~~plans~~November on30, ~~defending~~2012, ~~the~~accrued ~~lawsuit~~fees, ~~vigorously~~including securities issuable, approximate $434,000.

8Lease of corporate facilities – As disclosed in Note 2, in September 2012 the Company entered into an arrangement for the lease of facilities for $10,000 per month, and is in process of negotiating a lease agreement.

Arrearages in payment of employment and other taxes – The Company is in arrears in payment of employment and other taxes, and is taking measures to obtain additional funds to remedy the arrearages.

Note 7. Subsequent Events

Subsequent to November 30, 2012, we agreed to issue 1,700,000 shares of our common stock in exchange for $85,000 cash and issued a 12% Convertible Note in the amount of $75,000 and agreed to issue 300,000 shares of our common stock in exchange for $75,000.

Table of Contents

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. Unless the context otherwise requires, references in this report to “we,” “us,” “Bill the Butcher,” or the “Company” refer to Bill the Butcher, Inc. and its subsidiaries.

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

The following is intended to provide information necessary to understand our unaudited condensed consolidated financial statements and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide information with respect to significant trends and material changes in our financial position and operating results of our business during the quarterly ~~and~~period ~~year-to-date periods~~ ended ~~May~~November 3130, 2012. The following should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and accompanying notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2011~~2012 (the “Form 10-K”).

Overview - Founded in 2009, Bill the Butcher is a sustainable food company with a mission to support small farmers and ranchers that sell organic and natural grass-fed meat, (including pasture-raised beef, pork, chicken, lamb, and turkey) with complementary and thematic sundry food items via corporate owned neighborhood butcher shops. We purchase meat that does not contain hormones, antibiotics, steroids or genetically modified inputs, which differentiates us from grocery stores. Our operations are in the greater Seattle, Washington area. Our first store opened in 2009 and five additional stores opened inthroughout 2010~~. We~~ ~~have~~in ~~lease~~other ~~agreements~~Seattle ~~for~~neighborhoods ~~three~~and ~~additional~~cities ~~stores.~~in Wethe ~~operate~~greater aSeattle ~~commissary~~area. We ~~that~~have ~~provides~~lease ~~limited~~agreements ~~processing and distribution services~~ for ~~our~~three ~~butcher~~additional ~~shops~~stores. At ~~May~~November 3130, 2012, we operated ~~five~~four stores in the greater Seattle area ~~and have since closed one of those stores~~. We have entered into leases for three additional stores, two of which are fully constructed and awaiting opening. We have one operating segment, butcher shops selling organic and natural meat. At the end of its lease in August, 2012, we closed our commissary that provided limited processing and distribution services for our retail butcher shops.

~~Going~~Recent ~~Concern~~Events ~~and Capital Resources~~ - AsKey ofmilestones May 31, 2012, we had cash of $3,000 and an accumulated deficit of $7.6 million. Our net loss was $3.3 million for the nine months ended May 31, 2012 and $2.9 million for the year ended August 31, 2011, and we expect to incur losses in ~~the~~recent ~~near future. Our operating activities used cash of $608,000 during the nine~~ months ended May 31, 2012 and $1.5 million during the year ended August 31, 2011, and our working capital deficit (excess of current liabilities over current assets) was $3.0 million as of May 31, 2012. The report of our independent registered public accounting firm on our August 31, 2011 consolidated financial statements included in our Form 10-K includes a comment noting that these and other factors raise substantial doubt regarding our ability to continue as a going concern.include:

WeSettled ~~have~~Barrett ~~prepared~~lawsuit ~~our consolidated financial statements on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities~~ in ~~the~~August ~~normal course~~ of ~~business. We have funded our losses primarily through sales of common stock and short-term borrowings. We require additional capital to further develop our business~~2012, ~~execute~~without ~~our~~incurring ~~business~~any ~~strategy~~settlement ~~and~~costs to satisfy our near-term working capital requirements. Our operating expenses will also consume a material amount of our cash resources. We intend to raise capital from equity and debt financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be obtained in sufficient amounts on a timely basis or on terms favorable to us necessary to meet our needs. In the ~~event~~company ~~that we cannot obtain additional funds on a timely basis~~ or ~~our operations do not generate sufficient cash flow, we may be forced~~ to ~~curtail or cease our activities, which would likely result in~~ the ~~loss to investors of all or a substantial portion of their investment~~CEO. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

9Settled Von Schneidau lawsuit by issuing 6,270,000 shares of common stock and a $130,000 non-interest bearing note payable due in July 1, 2013.

Settled the Montage Capital lawsuit by issuing 2,500,000 shares of the Company’s common stock.

Settled with High Capital Funding by issuing 500,000 shares of the Company’s common stock and $365,000 of 12% Convertible Notes due October 1, 2013, that automatically converts to common at a price of $.15 per share once the shares price exceeds $.45 per share for 5 days.

Closed on a $500,000 senior credit facility provided by seven individuals. The notes bear interest at the rate of 12% per year, mature on June 30, 2013, and automatically convert to common stock at the price of $.15 per share upon the company completing $2,000,000 of either debt or equity capitalization.

The company also restructured $910,000 of its unsecured debt by creating a senior secured credit facility. Other than the High Capital portion, all other creditor’s notes will mature on June 30, 2013 and automatically convert to common stock at $.15 per share, once a total of $2,000,000 of equity or debt financing is secured by the company. The debt holders share the collateral pari passu with the Senior Credit Facility debt holders.

Table of Contents

~~Results~~The company restructured $301,000 of ~~Operations~~debt –with ~~Summary~~existing ~~operating~~vendors ~~results~~under ~~for~~the same terms and conditions of the ~~three~~senior credit facility and ~~nine~~the ~~months~~restructured ~~ended~~unsecured ~~May~~debt 31holders. The debt matures on June 30, ~~2012~~2013 and ~~2011 (dollars~~automatically inconverts ~~thousands):~~to common stock at $.15 per share, once a total of $2,000,000 of subsequent equity or debt financing is secured by the company. The debt holders share the collateral pari passu with the Senior Credit Facility debt holders and the formerly unsecured creditors.

	Three months ended May						Nine months ended May
	2012			2011			2012			2011
Sales	$	204		$	496		$	846		$	1,648
Cost of goods sold		200			310			649			1,037
Gross profit		4			186			197			611
Direct store expenses		265			341			695			1,006
Other operating expenses		569			385			1,414			1,482
Settlement expense		754						754
Loss from operations		(1,584	)		(540	)		(2,666	)		(1,877	)
Interest expense		148			179			652			218
Net loss	$	(1,732	)	$	(719	)	$	(3,318	)	$	(2,095	)

The Company consolidated our commissary operations and relocated our distribution functions to Lynnwood, Washington, effectively saving approximately $160,000 annually. This same move prompted the relocation our HQ and offices.

	% of sales					% of sales
Gross profit		2	%	38	%		23	%	37	%
Direct store expenses		130	%	69	%		82	%	61	%
Other operating expenses		279	%	78	%		167	%	90	%

The Company has 2 new shops in the greater Seattle neighborhoods of Wallingford and Edmonds. On Januarary 20th, 2013 the Company opened the Edmonds location to great fanfare and expects to open Wallingford in February, 2013. We plan on opening 3 to 7 new additional stores in 2013 and launch internet commerce. Historical sales figures are significant and operating costs are extremely favorable to fuel profitable growth.

~~Sales~~We ~~for~~currently ~~the~~enjoy ~~three~~over ~~and nine months ended May 31~~5, ~~2012 were $204,~~000 followers and ~~$846,000~~friends asbetween ~~compared~~Facebook ~~to $496,000~~ and ~~$1.6~~Twitter ~~million during prior fiscal year periods. We had six butcher shops open all of 2011~~ and ~~five~~continue ~~butcher shops open since February 2012. In addition~~ to ~~decreases~~leverage insocial ~~sales~~media asand ahave ~~result~~had ofover ~~having fewer butcher shops open~~500,000 ~~sales~~hits ~~have also significantly decreased due~~ to our ~~stores~~web ~~being~~site ~~under stocked as a result of not having sufficient operating capital. The litigation from the former co-founder~~ and ~~employee~~170,000 ~~created~~unique ~~the~~transactions ~~need~~through ~~to spend all of~~ our ~~capital on defending the lawsuits and now that the lawsuits are settled, we look forward to rebuilding sales volume to former levels~~registers. It isThe ~~important~~Company tojust ~~note~~passed ~~that in 2010,~~ the ~~Company did~~ $1.4.7 million inmark ~~gross sales and~~ in ~~2011,~~total ~~nearly~~protein ~~doubled~~sold ~~that sales volume~~ to ~~$2.2~~date ~~million. Management believes that growth will result due to a solid base of customers, with over 140,000 unique transactions,~~ and anhas ~~active~~raised ~~daily social media following of~~ over ~~6,000~~$3 ~~fans~~million ~~and~~in ~~followers~~capital ~~and~~since ~~an average 4~~inception.~~5 star rating on social media sites such as Yelp. Management believes that the product the Company offers is in high demand.~~

~~Cost~~Going ofConcern ~~goods~~and ~~sold~~Capital ~~includes~~Resources ~~the~~- ~~cost~~As of ~~meat~~November ~~and~~30, ~~nonperishable~~2012, ~~products~~we ~~sold~~had ~~and~~checks ~~commissary~~issued ~~costs. Cost~~in excess of ~~goods~~bank ~~sold~~deposits of ~~was~~ $~~200~~105,000 ~~during~~and ~~the~~an ~~three~~accumulated ~~months~~deficit ~~ended May 31, 2012, resulting in a gross profit~~ of $~~4,000~~9.3 million. ~~Cost~~Our ofnet ~~goods~~loss ~~sold~~ was approximately $~~649,000~~1.3 ~~during~~million for the three months ended ~~May~~November 3130, ~~2011,~~2012 ~~resulting~~and in$4.0 amillion ~~gross~~for ~~profit~~the ofyear ~~$197,000,~~ended orAugust ~~38%~~31, of2012, ~~sales. Cost~~and ofwe ~~goods~~expect ~~sold~~to ~~was~~incur ~~$649,000~~losses ~~during~~in the ~~nine~~near ~~months~~future. ~~ended~~Our ~~May~~operating ~~31,~~activities ~~2012,~~used ~~resulting~~cash ~~in a gross profit~~ of approximately $~~197~~200,000 orduring ~~23%~~the ofthree ~~sales. Cost~~months ofended ~~goods~~November ~~sold~~30, ~~was~~2012 and $1.0 million during the ~~nine~~year ~~months~~ ended ~~May~~August 31, ~~2011~~2012, ~~resulting~~and inour aworking ~~gross~~capital ~~profit~~deficit (excess of ~~$611,000,~~current orliabilities ~~37%~~over current ofassets) ~~sales~~was approximately $4. ~~Gross~~3 ~~profit~~million ~~decreased~~as ~~due~~of toNovember ~~decreased~~30, ~~sales~~2012. ~~Cost~~ The report of ~~goods~~our ~~sold~~independent asregistered apublic ~~percent~~accounting offirm on ~~sales~~our ~~has~~August ~~increased~~31, ~~due~~2012 toconsolidated ~~commissary~~financial ~~costs~~statements included in ~~cost~~our ofForm ~~goods~~10-K ~~sold~~includes ~~representing~~ a ~~larger~~comment ~~percentage,~~noting ~~while~~that ~~costs~~these and ~~margins~~other onfactors ~~sales~~raise ofsubstantial ~~perishable~~doubt ~~goods~~regarding ~~remain~~our ~~relatively~~ability ~~stable~~to continue as a going concern.

~~Direct~~We ~~store~~have ~~expenses~~prepared ~~consist~~our ofconsolidated ~~store~~financial ~~salaries~~statements ~~and~~on ~~employee~~the ~~related~~basis ~~costs,~~that ~~rent~~we ~~and~~will ~~other~~continue ~~occupancy~~as ~~costs,~~a ~~supplies,~~going ~~depreciation~~concern, which contemplates realization of assets and ~~other~~the ~~store~~satisfaction of liabilities in the normal course of business. We have funded our losses primarily through sales of common stock in private placements and short-~~specific~~term ~~costs~~borrowings. We ~~Direct~~require ~~store~~additional ~~expenses~~capital ~~were~~to ~~$265~~further develop our business,~~000~~ ~~during~~execute ~~the~~our ~~three~~business ~~months~~strategy ~~ended~~and ~~May~~to ~~31,~~satisfy ~~2012,~~our ornear-term ~~130%~~working capital requirements. Our operating expenses will also consume a material amount of ~~sales,~~our ~~compared~~cash resources. We intend to ~~$341~~raise capital from equity and debt financing to fund future operations and to provide additional working capital. However,~~000,~~ there is no assurance that such financing will be obtained in sufficient amounts on a timely basis or ~~69%~~on ofterms ~~sales,~~favorable ~~during~~to ~~the~~us ~~comparative~~necessary ~~prior~~to ~~year~~meet ~~period~~our needs. ~~Direct~~ ~~store~~In ~~expenses~~the ~~were~~event ~~$695,000~~that ~~for~~we ~~the~~cannot ~~nine~~obtain ~~months~~additional ~~ended~~funds ~~May~~on ~~31,~~a ~~2012,~~timely basis or ~~82%~~our ofoperations ~~sales~~do asnot ~~compared~~generate sufficient cash flow, we may be forced to ~~approximately~~curtail ~~$1.0~~or ~~million~~cease ~~during~~our activities, which would likely result in the ~~comparative~~loss ~~prior~~to ~~year~~investors ~~period~~of all or a substantial portion of their investment. ~~Our~~The ~~direct~~accompanying ~~store~~consolidated ~~expenses~~financial ~~decreased~~statements ~~due~~do tonot ~~store~~include ~~closures~~any ~~and~~adjustments ~~reductions~~to inreflect ~~workforce~~the ~~required~~possible byfuture ~~limited~~effects ~~working~~on ~~capital,~~the recoverability and ~~increased~~classification asof aassets ~~percent~~or the amounts and classifications of ~~sales~~liabilities ~~due~~that tomay ~~decreased~~result ~~sales~~from the outcome of this uncertainty.

~~General~~ Results and administrative expenses, which include compensation and related costs, investor and public relations, legal, advertising and marketing, accounting, facilities and other office related costs, were $569,000 and $1.4 million during the three and nine months ended May 31, 2012, respectively, as compared to $385,000 and $1.5 million during the prior fiscal year periods. Increases during the three months ended May 31, 2012 were primarily due to expenses paid through issuances of ~~our~~Operations ~~common~~– ~~stock~~Following tois ~~employees and consultants. We expect stock-based expenses and general and administrative costs, including costs associated with being~~ a ~~public~~summary ~~reporting~~of ~~company,~~operating toresults ~~continue~~(dollars ~~to be significant~~ in ~~the future and may increase or decrease from quarter to quarter.~~thousands):

	Three months ended November 30,
	2012			2011
Sales	$	199		$	388
Cost of goods sold		163			261
Gross profit		36			127
Direct store expenses		205			305
General and administrative expenses		460			421
Settlement expense		263			-
Loss from operations		(892	)		(599	)
Interest expense		(193	)		(194	)
Net loss	$	(1,085	)	$	(793	)

		% of sales
Gross profit		18	%		33	%
Direct store expenses		103	%		79	%

Table of Contents

~~Interest~~Sales ~~expense~~for ~~during~~ the three ~~and nine~~ months ended ~~May~~November 3130, 2012 ~~was~~were $~~148~~199,000 ~~and~~as compared to $~~652~~388,000 during the comparative prior period. We had four butcher shops open during the November 30, ~~respectively~~2012 quarter and six open during the November 30, ~~comprised~~2011 quarter. Sales have decreased due to stores being under stocked as a result of insufficient ~~interest~~operating oncapital. It is important to note ~~payable~~that ~~borrowings~~in 2010, the Company did $1.4 million in gross sales and ~~advances~~in 2011, ~~including~~nearly ~~amortization~~doubled ofthat ~~debt~~sales ~~issue~~volume ~~costs~~to ~~and~~$2.2 ~~debt~~million. ~~discount~~Management believes that annual growth will continue due to a solid base of ~~$78~~customers, with over 165,000 unique transactions, and ~~$94~~an active daily social media following of over 5,000 offans ~~non-cash~~and ~~stock-based~~followers ~~expenses~~and ~~for~~an ~~common~~average ~~stock~~4.5 ~~issued~~star torating ~~note~~on ~~holders~~social inmedia ~~connection~~sites ~~with~~such ~~debt~~as ~~forbearance~~Yelp. Management believes that the product the Company offers is in high demand.

~~Cash~~Cost ~~Flows~~of -goods ~~Following~~sold isincludes the cost of meat and nonperishable products sold. Cost of goods sold was $163,000 during the three months ended November 30, 2012, resulting in a ~~summary~~gross profit of ~~cash~~$36,000, ~~flow~~or ~~information~~approximately ~~for~~18% ~~nine~~of sales. Gross profit increased during the three months ended ~~May~~November 3130, ~~(dollars~~2012 over the preceding fiscal quarter in ~~thousands):~~amount and percentage of sales. Cost of goods sold was $261,000 during the three months ended November 30, 2011, resulting in a gross profit of $127,000, or 33% of sales. Gross profit decreased over the prior year period due to decreased sales.

	2012			2011
Net cash used by operating activities	$	(608	)	$	(1,018	)
Net cash used by investing activities		-			(26	)
Net cash provided by financing activities		521			988
Net increase in cash		(87	)		(56	)
Cash at beginning of year		90			96
Cash at end of period	$	3		$	40

Direct store expenses consist of store salaries and employee related costs, rent and other occupancy costs, supplies, depreciation, and other store-specific costs. Direct store expenses were $205,000 during the three months ended November 30, 2012, or 103% of sales, compared to $305,000, or 79% of sales, during the comparative prior year period. Our direct store expenses decreased due to reductions in workforce required by limited working capital, and increased as a percent of sales due to decreased sales.

~~Operating~~General ~~activities~~and ~~used~~administrative ~~cash~~expenses, ofwhich include compensation and related costs, investor and public relations, legal, advertising and marketing, accounting, facilities and other office related costs, were $~~608~~460,000 during the ~~nine~~three months ended ~~May~~November 3130, 2012, asa ~~compared~~increase tofrom ~~approximately~~ $~~1.0~~421,000 ~~million~~ during the comparative prior year. ~~Cash~~period, ~~used~~due primarily to $220,000 of stock-based compensation expense in ~~operating~~2012 ~~activities~~for ~~relates~~shares ~~primarily~~of tocommon ~~funding~~stock ~~our~~issued ~~net~~to ~~losses~~key employees. We expect ~~operating~~stock-based ~~activities~~expenses and general and administrative costs, including costs associated with being a public reporting company, to continue to ~~use~~be ~~cash~~significant in the ~~near~~ future and may increase or decrease from quarter to quarter.

~~Our~~Settlement ~~investing~~expense ~~activities~~includes ~~used~~the ~~cash~~fair ~~for~~value ~~purchases~~ of ~~property~~securities ~~and~~issuable ~~equipment~~in ofconnection ~~nil~~with ~~during~~settlements ~~the nine months ended May 31, 2012, as compared to $26,000 during the comparative prior year. When cash from financing activities becomes available, uses~~ of ~~cash for investing activities are expected to increase as we open new stores and equip our commissary~~litigation.

~~Our~~Interest ~~financing~~expense ~~activities provided cash of $521,000~~ during the ~~nine~~three months ended ~~May~~November 3130, 2012, aswas ~~compared to~~ $~~988~~290,000 ~~during~~and ~~the~~represents ~~comparative~~interest ~~prior~~on ~~year~~note ~~period. During~~payable ~~the~~borrowings, ~~nine~~including ~~months~~amortization ~~ended~~of ~~May~~debt ~~31,~~issue ~~2011,~~costs ~~proceeds~~and ~~from~~debt ~~sales~~discount ofnon-cash ~~our~~stock-based expenses for common ~~stock~~shares ~~provided~~issued ~~$200,000,~~note ~~proceeds~~holders. Interest ~~from~~expense ~~notes~~during ~~payable~~the ~~provided~~three months ended November 30, 2011 was $~~100~~194,000, ~~advances~~and represents interest on note payable borrowings, ~~provided~~including amortization of debt issue costs and debt discount of $~~205~~42,000, and an$94,000 ~~inventory~~of ~~loan~~non-cash ~~provided~~stock-based ~~$30,000~~expenses for maturity date extensions.

~~Critical~~Our ~~Accounting~~net ~~Policies~~loss and ~~Estimates-~~basic ~~The preparation of financial statements included in this Quarterly Report on Form 10-Q requires management to make estimates~~ and ~~assumptions~~diluted ~~that~~loss ~~affect~~per ~~the~~common ~~reported~~share ~~amounts~~for ~~of assets and liabilities at~~ the ~~date~~three ofmonths ~~the~~ended ~~financial~~November ~~statements~~30, ~~and~~2012 ~~the~~was ~~reported~~$1.3 ~~amounts~~million ~~of revenues~~ and ~~expenses during the reporting period~~$(0. On03) anper ~~on-going basis~~share, ~~management evaluates its estimates and judgments~~respectively. Our ~~Management~~net ~~bases~~loss ~~its estimates~~ and ~~judgments~~basic ~~on historical experiences~~ and ondiluted ~~various~~loss ~~other~~per ~~factors~~common ~~that~~share ~~are believed to be reasonable under the circumstances, the results of which form the basis~~ for ~~making judgments about~~ the ~~carrying~~three ~~value~~months ofended ~~assets~~November and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation and recovery of inventory30, ~~recovery~~2010 ofwas ~~long-lived assets~~$793,000 ~~valuation of equity related instruments~~ and ~~valuation allowance for deferred income tax assets~~$(0. At03) ~~this~~per ~~early~~share, ~~stage of our business and operations we have not yet been involved in many transactions having significant accounting complexity or reporting alternatives~~respectively.

~~Our~~Cash ~~accounting~~Flows ~~policies~~- ~~are~~Following ~~described~~is ina ~~notes~~summary toof ~~consolidated~~cash ~~financial~~flow ~~statements~~information ~~included~~(dollars in ~~our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.~~thousands):

Off-Balance Sheet Arrangements - As of May 31, 2012, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

	Three months ended November 30,
	2012			2011
Net cash used by operating activities	$	(200	)	$	(173	)
Net cash used by investing activities		-			-
Net cash provided by financing activities		200			96
Net decrease in cash		-			(77	)
Cash at beginning of year		-			90
Cash at end of period	$	-		$	13

~~Item~~Operating 3activities used cash of approximately $200,000 during the three months ended November 30, 2012 as compared to $173,000 during the comparative prior year period. Cash used in operating activities relates primarily to funding our net losses. ~~Quantitative~~We ~~and~~expect ~~Qualitative~~operating ~~Disclosures~~activities ~~About~~to ~~Market~~continue ~~Risk~~to use cash in the near future.

We had no purchases of property and equipment during the current or prior year period. When cash from financing activities becomes available, uses of cash for investing activities are expected to increase as we open new stores and equip our commissary.

Our financing activities provided cash of approximately $200,000 during the three months ended November 30, 2012, as compared to $96,000 during the comparative prior year period. During the three months ended November 30, 2012, cash was provided primarily from sales of common stock totaling $125,000 before offering costs, and a $60,000 increase in checks outstanding in excess of bank balance. During the three months ended November 30, 2011, proceeds from advances on note payable borrowings provided $80,000. Financing activities are expected to increase in order to fund future operations and to provide additional working capital.

Table of Contents

Critical Accounting Policies and Estimates- The preparation of financial statements included in this Quarterly Report on Form 10-Q requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation and recovery of inventory, recovery of long-lived assets, valuation of equity related instruments and valuation allowance for deferred income tax assets. At this early stage of our business and operations we have not yet been involved in many transactions having significant accounting complexity or reporting alternatives. Our accounting policies are described in notes to consolidated financial statements included in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements - As of November 30, 2012, we did not have any off-balance sheet arrangements, as defined in Item 303(a) (4) (ii) of SEC Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our senior management, including our Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, our Chief Executive Officer, who is also our Chief Financial Officer, concluded that our disclosure controls and procedures are not effective for gathering, analyzing and disclosing the information that we are required to disclose in reports filed under the Securities Exchange Act of 1934, as amended.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the fiscal quarter ended ~~May~~November 3130, 2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1114

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In October 2010, a former employee commenced a lawsuit in the Superior Court of the State of Washington against the Company, J’Amy Owens, its sole officer and director (together the with the Company the “BtB Parties), and certain advisors to the Company (“Other Parties”). The complaint alleges that the Company breached its employment agreement with the plaintiff and that the former employee was wrongfully discharged in violation of public policy. The former employee sought damages in an undefined amount, injunctive relief, and attorneys’ fees. Additionally, the plaintiff also asserted a claim against our sole officer and director, personally, for breach of a stock purchase agreement. On July 17, 2012, the Company, J’Amy Owens and the former employee entered into a settlement agreement and general release. As part of the settlement, the BtB Parties provided a declaration with respect to certain matters pertaining to the former employee’s lawsuit with the Other Parties, and all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, J’Amy Owens and the former employee were released and fully settled. The lawsuit cost hundreds of thousands of dollars to defend over a 2 year period.

In June 2011, an action was commenced by the former owner and co-founder of W K, Inc. (W K”), the company we acquired in 2010, in the Superior Court of the State of Washington, County of King, against the BtB Parties and the Other Parties. The plaintiff was seeking damages or the rescission of a Related Party Agreement and a Stock Purchase Agreement. In June 2012, the Court awarded the plaintiff 6,270,000 shares of our common stock, which we were issued June 4, 2012. On August 3, 2012, the Company, J’Amy Owens and the plaintiff entered into a settlement agreement and general release pursuant to which, among other things, all claims, demands, expenses, attorney fees, causes of action or suits between and among the Company, J’Amy Owens and the plaintiff were released, the plaintiff retained all shares previously issued without restrictions on the sale and transfer of said stock except as provided for by applicable Securities Laws, and except under certain circumstances, and we issued to the plaintiff a $130,000 non-interest bearing note payable due July 1, 2013. The settlement includes an obligation on the part of Von Schneidau that as a part of any settlement of Von Schneidau’s claims against Larry Biggs or Kirk Huntsman and or Montage Venture (“the Montage Defendant’s”) the Montage Defendants must either release all claims against Bill the Butcher and J’Amy Owens, OR, admit to liability under state and federal law for Von Schneidau’s wage loss and wrongful termination. Subsequently, Von Schneidau entered into a settlement with the Montage Defendants.

We may occasionally become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters that may arise from time to time could have an adverse effect on our business, financial condition or operating results. Other than the following pending suits, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

OnIn July ~~23,~~ 2012, a lawsuit was filed against the Company and ~~J’Amy~~Ms. Owens by ~~Montage~~Other ~~Venture and~~Parties ~~Settlement of Litigation~~ claiming indemnification with respect to litigation brought by ~~the~~a former employee against the ~~Montage~~Other ~~Defendants~~Parties, and among other things, recovery of damages in an unspecified amount ~~for alleged breach of contract,~~ and ~~recovery of~~ attorney’s fees. The Company ~~plans~~and onthe ~~defending~~Other Parties reached a settlement regarding this litigation subsequent to in September 2012, pursuant to which, among other things, the ~~lawsuit~~Other ~~vigorously~~Parties dropped their litigation and released all claims.

Item 1A. Risk Factors

You should consider carefully the factors discussed in the “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012, which could materially affect our business. There have been no material changes to the risk factors described previously in that Annual Report.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

1215

Table of Contents

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.

		BILL THE BUTCHER, INC.
		(Registrant)
Date: August 23, 2012	By:	/s/ J’Amy Owens
Date: January 22, 2013	By:	/s/ J'Amy Owens
		J’Amy Owens President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1316

Table of Contents

EXHIBIT INDEX

Exhibit No.		Document Description
31.1 †		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ‡		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer and Chief Financial Officer
101**		Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~May~~November 3130, 2012, furnished in XBRL (~~extensible~~eXtensible Business Reporting Language)

† Filed herewith

‡ Furnished herewith

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

1417

Table of Contents

Filing Compare · Bill The Butcher, Inc.