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, 2013
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.)

24 Roy Street # 16 Seattle, Washington		98109
(Address of principal executive offices)		(Zip 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: 5157,~~850~~169,404 shares of common stock outstanding as of ~~July~~January 1719, ~~2013~~2014.

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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	1110
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1413
Item 4.	Controls and Procedures	1413
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1514
Item 1A.	Risk Factors	1514
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1514
Item 3.	Defaults Upon Senior Securities	1514
Item 5.	Other Information	15
Item 4.	Mine Safety Disclosures	14
Item 6.	Exhibits	15
Item 5.	Other Information	14
Signatures		16
Item 6.	Exhibits	14
Exhibit Index		17
Signatures		15
Exhibit Index		16

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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,
	2013			~~2012~~2013
Current assets
Cash and cash equivalents	$	-13		$	-13
Merchandise inventories		3154			2777
Prepaid expenses and other current assets		48109			137
Total current assets		79176			28127
Property and equipment, net		~~119~~96			~~140~~105
Deferred debt issue costs, net		24			56
Deposits and other assets		118			95
Deposits and other assets		30			56
Total assets	$	390		$	327
Total assets	$	252		$	280
Current liabilities
Checks issued in excess of bank balance	$	103		$	45
Accounts payable		730			564
Accounts payable		815			1,048
Accrued compensation and related		1,016			896
Accrued compensation and other current liabilities		599			351
Other current liabilities		222			146
Accrued fees and related due financial advisor		560			45
Accrued interest		516			397
Accrued interest on notes payable and advances		299			150
Notes payable and advances, net of discount		3,805			3,595
Notes payable, net of discount		2,533			1,415
Total current liabilities		6,289			5,598
Advances on notes payable and loan		475			465
Other liabilities		13			13
Total current liabilities		5,384			3,519
Total liabilities		6,302			5,611
Other liabilities		13			17
Total liabilities		5,397			3,536
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized
Series A - 2,000,000 shares authorized, issued and outstanding and outstanding at May 31, 2013, none at August 31, 2012		2
Series A - 2,000,000 shares authorized, issued and outstanding		2			2
Series B - 2,000,000 shares authorized, none issued and outstanding
Series C - 1,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value, 195,000,000 shares authorized; 51,850,404 and 41,570,404 shares issued and outstanding		52			41
Common stock, $0.001 par value; 195,000,000 shares authorized 45,580,404 shares issued and outstanding		46			46
Shares issuable: 3,503,000 and no shares		181			-
Shares issuable: 25,717,070 shares and 14,687,070 shares		990			617
Common stock, 200,000 shares, receivable from founder		(100	)		(100	)
Additional paid-in capital		5,~~644~~933			5,~~034~~927
Accumulated deficit		(1012,~~924~~783	)		(811,~~231~~776	)
Total stockholders' deficit		(5,~~145~~912	)		(35,~~256~~284	)
Total liabilities and stockholders' deficit	$	~~252~~390		$	~~280~~327

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

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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,

2013

2012

~~2013~~

~~2012~~

Sales

~~248~~387

~~204~~199

~~722~~

~~846~~

Cost of goods sold

~~122~~206

~~200~~163

~~417~~

~~649~~

Gross profit

~~127~~181

436

~~305~~

~~197~~

Operating expenses

Direct store expenses

~~308~~339

~~265~~205

~~747~~

~~695~~

General and administrative expenses

~~267~~536

~~569~~460

~~1,023~~

~~1,414~~

Settlement expense

25-

~~754~~420

~~445~~

~~754~~

Total operating expenses

~~600~~875

1,~~588~~085

~~2,215~~

~~2,863~~

Loss from operations

(~~473~~694

)

(1,~~584~~049

)

~~(1,910~~

)

~~(2,666~~

)

Interest expense

(~~316~~313

)

(~~148~~290

)

~~(784~~

)

~~(649~~

)

Net loss

(~~789~~1,007

)

(1,~~732~~339

)

~~(2,693~~

)

~~(3,315~~

)

Net loss per share, basic and diluted

(0.0102

)

(0.0503

)

~~(0.05~~

)

~~(0.11~~

)

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

5263,~~853~~299,~~404~~507

3545,~~671~~826,~~237~~904

~~50,007,904~~

~~29,208,284~~

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

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Bill the Butcher, Inc. and Subsidiary

Condensed Consolidated Statement of Stockholders’ Deficit

For the ~~nine~~three months ended ~~May~~November 3130, 2013

(in thousands, except shares)

(Unaudited)

	Preferred stock				Common stock														Additional
	Series A				issued				issuable				receivable						~~Additional~~paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			~~paid-in~~ capital		deficit			Total
Balance at August 31, 2012		-	$	-		41,570,404	$	41		-	$	-		(200,000	)	$	(100	)	$	5,034	$	(8,231	)	$	(3,256	)
Balance at August 31, 2013		2,000,000	$	2		45,580,404	$	46		14,687,070	$	617		(200,000	)	$	(100	)	$	5,927	$	(11,776	)	$	(5,284	)
Shares and warrants issued in connection with extensions of notes payable and exchange for accounts payable						560,000		1												42					43
Shares issuable in connection with notes payable										580,000		16													16
Shares issued and issuable for cash, net of $135,000 issue costs						4,200,000		4		1,500,000		75								70					149
Shares issuable for services										6,850,000		243													243
Shares issued and issuable for services		2,000,000		2		2,000,000		2		250,000		18								276					298
Shares issuable for debt forbearance										3,600,000		114													114
Shares issued in connection with settlement						3,000,000		3												197					200
Warrants issuable to financial advisor for services																				6					6
Shares issuable in connection with notes payable										1,050,000		45													45
Net loss																						(1,007	)		(1,007	)
Shares issued and issuable in connection with conversions and exchanges of accounts and notes payable						520,000		1		703,000		43								25					69
Balance at November 30, 2013		2,000,000	$	2		45,580,404	$	46		25,717,070	$	990		(200,000	)	$	(100	)	$	5,933	$	(12,783	)	$	(5,912	)
Net loss																						(2,693	)		(2,693	)
Balance at May 31, 2013		2,000,000	$	2		51,850,404	$	52		3,503,000	$	181		(200,000	)	$	(100	)	$	5,644	$	(10,924	)	$	(5,145	)

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

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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,
	2013			2012
Cash flows from operating activities:
Net loss	$	(21,~~693~~007	)	$	(31,~~315~~339	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		5016			~~103~~25
Stock-based compensation and financing expense		~~414~~252			~~1,013~~237
Amortization of debt discount and issue costs		~~290~~26			54122
Impairment of long-lived assets		-			65
Settlement and forbearance expense for shares issueable		114			238
Settlement expense for shares and notes issued		263			754
Changes in assets and liabilities
Merchandise inventories		(423	)		4415
Accounts payable, net of exchanged		(190	)		360
Prepaid expenses and other current assets		(72	)		-
Accrued compensation and other current liabilities		393			433
Accounts payable		201			(82	)
Accrued fees due financial advisor		515			-
Accrued compensation and other current liabilities		316			549
Other		(225	)		~~(119~~35	)
Net cash used by operating activities		(~~964~~106	)		(~~608~~200	)
Cash flows from investing activities:
Purchases of property, plant & equipment		(297	)		-
Net cash used by investing activities		(297	)		-
Cash flows from financing activities:
Proceeds from sale of common stock issued and issuable, net of stock issue costs		149			200
Proceeds from sale of common stock issued and issuable		-			125
Proceeds from issuance of notes payable, net of debt issue costs		750			335
Proceeds from issuance of notes payable		113			15
Payment of stock and debt issue costs		26			-
Increase in checks issued in excess of bank balance		-			60
Increase in checks issued in excess of bank balance		58			-
Net cash provided by financing activities		113			200
Other financing activities		10			(14	)
Net decrease in cash and cash equivalents		-			-
Net cash provided by financing activities		993			521
Cash and cash equivalents, beginning of year		13			-
Net decrease in cash and cash equivalents		-			(87	)
Cash and cash equivalents, end of year	$	13		$	-
Cash and cash equivalents, beginning of year		-			90
Cash and cash equivalents, end of period	$	-		$	3
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-2		$	-2

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

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Bill the Butcher, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

For the three ~~and nine~~ months ended ~~May~~November 3130, 2013 (unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization and business – Bill the Butcher, Inc. and its wholly-owned subsidiary (“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, 2013, we operated ~~five~~six stores in the greater Seattle area~~, and have opened one additional store since~~. ~~We have one operating segment, butcher shops selling sustainable meat.~~

Fund raising activities and restructuring of debt – Our Chief Executive Officer together with our financial advisors at Finance 500, continue to raise capital and have also negotiated restructured payment terms for ~~approximately~~most ~~$1.1 million of~~ prior indebtedness and settlement of prior litigation. ~~During~~Since ~~the~~March ~~nine months ended May 31,~~ 2013, we received ~~$993,000~~proceeds ~~from financing activities comprised primarily~~ of over $~~750,000~~2 million from ~~issuance~~equity ofand ~~our~~debt ~~12%~~financings, ~~Convertible Notes in such amount~~ and over $~~285,000~~4 ~~from~~million ~~sales~~since ~~of our common stock before offering costs~~2010. We ~~also~~have ~~issued~~restructured ~~$365,000~~the majority of ~~our~~secured ~~12%~~convertible ~~Convertible~~debt ~~Notes~~into ina ~~exchange~~new ~~for~~senior ~~$300,000~~credit offacility ~~24% notes~~ and ~~accrued~~signed ~~interest,~~loan ~~$62,000~~extensions offrom ~~our~~all ~~12%~~but ~~Convertible~~one ~~Notes~~secured increditor. Substantially ~~exchange~~all ~~for $50,000~~ of ~~15% notes and accrued interest, and $225,000 of~~ our ~~12%~~debt ~~Convertible~~is ~~Notes~~subject into ~~exchange~~conversion ~~for~~to ~~accounts payable of such amount, and issued 520,000 shares of our~~ common stock ~~upon~~at ~~conversion~~a ofnear ~~$25,000~~term ~~of our 12% convertible notes and related accrued interest~~benchmark.

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 $21.70 million during the ~~nine~~three months ended ~~May~~November 3130, 2013 and $3.6 million and $4.0 million during the ~~year~~years ended August 31, 2013 and 2012, respectively, and our operating activities used cash of approximately $~~964~~106,000 during the ~~nine~~three months ended ~~May~~November 3130, 2013 and $1.04 million during the year ended August 31, ~~2012~~2013. We expect losses to continue in the near future as we grow and further develop ~~our~~ operations. At ~~May~~November 3130, 2013, we had a working capital deficit of approximately $56.31 million and a stockholders’ deficit of $5.19 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 in the United States of American (GAAP) 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, recoverability of long-lived assets and classification and valuation of equity related instruments.

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, ~~2012~~2013, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. The information furnished in this report 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 ~~periods~~each period presented. The results of operations for the interim ~~periods~~period ended ~~May~~November 3130, 2013 are not necessarily indicative of the results for any future period.

Concentrations - All of our operations are ~~currently~~ 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, 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.

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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, 2013, no amounts exceeded the limit.

Checks issued in excess of bank balance – The amount of checks issued in excess of amounts on deposit at the bank upon which the checks are drawn are presented as a current liability. Changes in such amounts are presented as a component of cash flows from financing activities.

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 carrying amounts ~~value~~ due to short maturities.

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

~~Impairment~~Deferred offinancing ~~long-lived~~costs ~~assets~~– -We ~~Long-lived~~record ~~assets~~fees ~~are~~paid ~~reviewed~~relating ~~for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets~~ to beofferings ~~held and used is measured by a comparison~~ of ~~the~~debt ~~carrying~~securities ~~amount~~as ofdeferred anfinancing ~~asset~~costs toincluded ~~future~~in ~~net~~other ~~cash~~assets. Costs ~~flows~~relating ~~expected~~ to bedebt ~~generated by the asset. If such assets~~ are ~~considered~~deferred toand beamortized ~~impaired, the impairment~~ to beinterest ~~recognized~~expense isover ~~measured by~~ the ~~amount~~term ~~by which the carrying amount~~ of the ~~assets~~related ~~exceeds the fair value of the assets, and is disclosed~~debt.

~~Deferred~~Debt ~~financing~~discount ~~costs~~ – We record ~~legal~~the ~~and~~fair ~~other~~value ~~fees~~of ~~paid~~common ~~relating~~stock toor ~~offerings~~warrants issued ofwith ~~equity or~~ debt securities as ~~deferred~~a ~~financing costs included in other assets. Costs relating to~~ debt ~~are~~discount, ~~deferred~~which ~~and~~is ~~amortized~~presented tonet ~~interest expense over the term~~ of ~~the~~ related ~~debt. Costs~~borrowings ~~relating~~on tothe ~~equity~~condensed ~~are~~consolidated ~~recorded~~balance assheets ~~stock~~and ~~issue~~amortized ~~costs~~ as aan ~~decrease~~adjustment to ~~additional~~interest ~~paid-in~~expense ~~capital~~over ~~upon sales of equity securities in~~ the ~~financing~~borrowing ~~to which the costs relate~~term.

~~Debt~~Revenue ~~discount~~recognition –- WeRevenues ~~record~~are ~~fees~~recognized ~~paid~~at topoint ~~lenders and the fair value~~ of ~~common~~sale ~~stock~~at orretail ~~warrants issued~~locations. Retail ~~with~~store ~~debt~~revenues ~~securities~~are asreported anet ~~debt~~of ~~discount~~sales, ~~which~~use isor ~~presented~~other ~~net~~transaction oftaxes ~~related~~collected ~~borrowings~~from oncustomers ~~the consolidated balance sheets~~ and ~~amortized~~remitted ~~as an adjustment~~ to ~~interest~~taxing ~~expense over the borrowing term~~authorities.

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 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, expected stock price volatility over the award term. Stock-based compensation expense is recognized on a straight-line basis over vesting periods, if any, based on the grant date fair value.

Net loss per share - Basic and diluted net loss per common share is computed by dividing 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 loss per share computations for the ~~interim~~three ~~periods~~months ended ~~May~~November 3130 were as follows:

	2013		2012
Warrants and options		9,851,674		1,325,000
Convertible notes payable		50,035,013		11,068,347
Convertible notes payable		35,018,767		562,500
Warrants		18,355,657		6,476,674
		44,870,441		1,887,500
Options		375,000		375,000
		68,765,670		17,920,021

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

J’Amy Owens is our co-founder, sole officer and director and principal shareholder. 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 lease our corporate facilities pursuant to a lease agreement with J’Amy Owens, providing for monthly rent of $10,000 through October 2017.

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~~Contingencies~~During ~~- Conditions may exist as of~~ the ~~date~~three ~~financial~~months ~~statements~~ended ~~are~~November ~~issued~~30, ~~which~~2013, ~~may~~we ~~result~~recorded inshares aissuable ~~loss~~for ~~to the Company~~4,600,000 ~~but~~shares ~~which~~to ~~will~~two ~~only be resolved when one or more future events do or do not occur. Company management assesses such contingent liabilities~~employees, and ~~such~~in ~~assessment~~December ~~inherently~~2013 ~~involves~~the anshares ~~exercise~~were ~~of judgment~~issued. IfThese ~~the~~shares ~~assessment~~are ofsubject ato ~~contingency indicates that it is probable that~~ a ~~liability~~proxy ~~has~~to ~~been~~vote ~~incurred~~by ~~and~~Ms. ~~the amount of the liability can be estimated~~Owens, ~~then~~as ~~the~~are ~~estimated~~other ~~liability~~shares ~~would~~owned beby ~~accrued~~these ~~in our financial statements~~employees. We Ifrecorded ~~the~~stock-based ~~assessment~~compensation ~~indicates~~expense ~~that~~of ~~a potentially material loss contingency is not probable but is reasonably possible~~$188,000 orduring ~~is probable but cannot be estimated, then~~ the ~~nature~~three ofmonths ~~the~~ended ~~contingent~~November ~~liability~~30, ~~together~~2013 ~~with~~relating anto ~~estimate~~these ofshares ~~the range of possible loss, if determinable, would be disclosed~~issuable.

Note 2. Related Party Transactions

J’Amy Owens, our sole officer and director and principal shareholder, acquired a majority of the Company’s ownership in 2009, and during 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.

Preferred Stock issued to Founder – In May 2013, we issued 2,000,000 shares of our Series A Preferred Stock to Ms. Owens. Each Series A Preferred Share has voting rights and shall carry a voting weight equal to ten common shares. Each Series A preferred share may be converted into ten common shares upon approval by the Board of Directors.

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 has not occurred and the related receivable 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. During the nine months ended May 31, 2013, 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 finalizing a lease agreement.

Common Stock Issued to Employees – During the nine months ended May 31, 2013 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,
	2013		~~2012~~2013
Perishable food	$	2531	$	2056
Non-perishables		623		721
Total	$	3154	$	2777

Note 4. Notes Payable and Advances

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

	May 31,			August 31,
	November 30,			August 31,
	2013			~~2012~~2013
Convertible notes, interest at 12%	$	23,~~410~~255		$	13,~~008~~080
Convertible notes, interest at 15%		-			50
Settlement note payable		105			65
24% notes		-			300
Advances		475			475
Non-interest bearing note		130			130
Total notes payable and advances		3,835			3,620
Advances on notes and loan		475			465
Discount, net of amortization		(30	)		(25	)
Total notes payable and advances		3,015			1,953
Total	$	3,805		$	3,595
Discount, net of amortization		(7	)		(73	)
Total	$	3,008		$	1,880

During the three months ended November 30, 2013, we issued $175,000 of our 12% convertible notes having terms of three months to nine months, and agreed to issue approximately 580,000 shares of our common stock.

Most of our convertible notes have various maturity dates, most of which are on or before November 30, 2013. We have restructured the majority of secured convertible debt into a new senior credit facility and signed loan extensions from all but one secured creditor. Substantially all of our debt is subject to conversion to common stock at a near term benchmark.

In October 2013, we entered into a Forbearance Agreement with the holder of past due $365,000 of convertible notes (the Forbearance Note) and related accrued interest of approximately $55,000, pursuant to which, among other things, the holder will forbear from pursuing its default remedies as provided in a prior settlement agreement, we will issue the holder 3,000,000 shares of our common stock, and have agreed to pay accrued interest in payments by January 7, 2014, and quarterly principal and interest payments of $75,000 commencing in April 2014, until repaid in full in April 2015. As of January 10, 2014, we have not made the agreed upon interest payment. As described in Note 6, in December 2013, we entered into a strategic advisory services agreement with an affiliate of the holder of the Forbearance Note pursuant to which, among other things, we agreed to issue 2,000,000 shares of our common stock.

In connection with note payable financings, we incur fees and expenses and have agreed to issue shares of our common stock and warrants to purchase our common stock to our financial advisor for placement services. During the three months ended November 30, 2013, we recorded approximately $34,000 of debt issue costs, which included fees of $27,000 and fair value of warrants issuable of approximately $6,000, and which is amortized to interest expense over borrowing terms. During the three months ended November 30, 2013, we also agreed to issue 580,000 shares of our common stock in connection with issuance of our convertible notes, and have recorded the related fair value of approximately $16,000 as debt discount based on the closing stock date when issuable, and which is amortized to interest expense over borrowing terms. During the three months ended November 30, 2013 and 2012, we recognized amortization of debt issue costs and debt discount of approximately $26,000 and $122,000, respectively.

Settlement Note Payable – In 2012, we issued a promissory note payable due July 1, 2013 in the amount of $130,000. 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. The balance payable on the note was $65,000 on August 31, 2013. In November 2013, we entered into an agreement with the note holder to pay $105,000 in February 2014 and issue the holder 600,000 shares of our common stock is full satisfaction of the note. During the three months ended November 30, 2013, we recorded expense of $65,000, comprised of $40,000 additional payment and $15,000 for the fair value of shares issuable based on the closing price of our common stock on the date of the agreement, which is included in interest expense.

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~~12%~~Advances ~~Convertible Notes Payable~~ – During the ~~year~~years ended August 31, 2012, ~~we issued $500,000 of notes payable due July 1, 2013,~~ and ~~warrants to purchase 3~~2011,~~000,006~~ ~~shares~~we ofreceived ~~our common stock at a purchase price of $0.15 per share in exchange for $500,000~~ cash, ~~less~~from ~~financing~~an ~~fees~~investor ~~and~~pursuant ~~expenses~~to ofan ~~approximately~~arrangement ~~$71,000,~~that ~~and~~would ~~also~~include ~~issued~~our ~~$483,000~~issuing of notes ~~payable~~or ~~due~~other ~~July 1~~securities, 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~~terms ~~election at a per share price~~ of ~~$0.15~~which ~~per~~were ~~share~~not ~~(the 12% Convertible Notes)~~finalized. ~~The~~ ~~12%~~We ~~Convertible~~have ~~Notes~~accrued ~~are~~financing ~~collateralized~~expense byusing ainterest ~~pledge~~rates ~~of interests~~ in ~~all~~effect 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~~period ~~months~~funds ~~ended~~were ~~November 30, 2012, we also issued $225,000 of 12% Convertible Notes due July 1, 2013 in exchange for accounts payable of such amounts~~advanced.

During the nine months ended May 31, 2013, we entered into a modification, renewal and extension agreement with an investor, who owns shares of our common stock and 12% Convertible Notes Payable and warrants to purchase our common stock. Pursuant to terms of the agreement, we received $400,000 and the investor directly paid $50,000 directly to one of our suppliers, the investor returned and we cancelled $505,000 of 12% Convertible Notes Payable, and we issued a new $905,000 12% convertible promissory note and warrants to purchase 6,336,668 shares of our common stock at a per share price of $0.05 for five years and the investor returned, exchanged and cancelled warrants to purchase 3,336,668 shares of our common stock at a per share price of $0.15 per share. The new notes are convertible into shares of our common stock at a price of $0.05 per share and are collateralized by a pledge of assets on a pari passu basis with holders of other collateralized notes payable. We determined the fair value of warrants issued and recorded a debt discount of approximately $57,000, substantially all of which will was amortized to interest expense during the three months ended May 31, 2013. During the nine months ended May 31, 2013, we received cash of $250,000 and issued 12% Convertible Notes in such amount due in ninety days and agreed to issue 750,000 shares of our common stock.

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 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 500,000 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, 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. On July 1, 2013, we repaid $65,000 and entered into an agreement with the note holder to make the remaining payment within ninety days.

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

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Note 5. Stockholders’ Equity

Preferred Stock - We are authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock, including ~~two~~2,000,000 ~~million~~ shares of Series A preferred stock that would be entitled to ten votes per share, ~~two~~2,000,000 ~~million~~ shares of Series B preferred stock that would be entitled to two votes per share, and ~~one~~1,000,000 ~~million~~ shares of Series C preferred stock with no voting rights. Our Board of Directors has the authority to fix and determine the relative 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 liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. In addition, shares of preferred stock could be issued with terms designed to delay or prevent a change in control or make removal of management more difficult.

In May 2013, we issued 2,000,000 shares of Series A preferred stock to our Founder for services. There were no additional or incremental terms or provisions authorized with respect to shares of Series A preferred stock, other than ~~that~~those shares have voting rights and carry a voting weight equal to ten common shares. Each Series A preferred share may be converted into 10ten common shares upon approval by our Board of Directors. ~~We recorded expense of $60,000 based, in part, on closing market prices of our common stock on the dates shares were awarded.~~

Common Stock – OnWe ~~May~~are ~~31,~~authorized ~~2013, our sole director approved by unanimous written consent an amendment~~ to ~~our~~issue ~~Articles~~up ~~of Incorporation~~ to ~~increase~~195,000,000 ~~the number of authorized~~ shares of our $0.001 par value Class A common stock ~~from 70,000,000 shares to 195,000,000 shares~~. ~~Subsequent to May 31, 2013, the certificate of amendment was filed and effective.~~

Common Stock ~~Issued~~Issuable ~~for~~with ~~Borrowing~~Notes ~~Extensions~~Payable – During the ~~nine~~three months ended ~~May~~November 3130, 2013, we ~~issued~~agreed ~~300~~to issue 580,000 shares of our common stock toin ~~lenders. The~~connection ~~value~~with issuances of ~~shares~~Convertible ~~issued~~Notes ~~based on the closing market price on the date shares are issuable approximated $21,000 and is reported as interest expense~~Payable.

Common Stock ~~Issued~~Issuable for ~~Cash~~Services – During the ~~nine~~three months ended ~~May~~November 3130, 2013, we ~~issued~~agreed to issue 4,~~200~~600,000 shares of our common stock to employees for services and ~~received~~recorded ~~cash~~expense of $~~210~~188,000 based on closing market prices of our common stock on the dates shares were issuable. Subsequent to November 30, 2013, the shares were issued. Additionally, we entered into a strategic advisory services agreement effective November 1, 2013 with an affiliate of the holder of the Forbearance Note, pursuant to which, among other things, we agreed to issue 2,000,000 shares of our common stock. We recorded $42,000 during the three months ended November 30, 2013 for shares issuable based on the closing price of our common stock. We also agreed to issue 250,000 shares of our common stock to a professional service provider in connection with our pending acquisition. During the three months ended November 30, 2013, we recorded approximately $13,000 for shares issuable based on the closing price of our common stock.

Warrants to Purchase Common Stock Issuable ~~for~~to ~~Cash~~Placement –Agent –During ~~April~~the three months ended November 30, 2013, we ~~received~~recorded ~~cash~~debt issue costs of approximately $756,000 ~~and~~for ~~agreed~~warrants toissuable ~~issue~~for 1the purchase of 206,~~500,000~~250 shares of our common stock at $0.05 per share for financing transactions during the period. The estimated fair value of warrants issuable was determined using the Black-Scholes-Merton option pricing model.

Warrants to Purchase Common Stock ~~Issued~~– inIn ~~Connection~~connection with ~~Settlement~~offerings ~~Agreement~~of –our ~~During~~common ~~the~~stock ~~nine~~and ~~months~~notes ~~ended May 31~~payable, ~~2013,~~ we have issued ~~3,000,000~~warrants to purchase shares of our common stock, inand ~~settlement~~have ofalso ~~litigation. The~~issued ~~value~~warrants ofto purchase shares ~~issued~~of ~~based~~our oncommon ~~the~~stock ~~closing~~to ~~market~~service ~~price~~providers. At onNovember ~~the~~30, ~~dates~~2013, ~~shares~~there ~~are~~were warrants outstanding and issuable for the purchase of ~~$200~~18,~~000~~355,657 ~~was~~shares ~~reported~~having asa ~~settlement~~weighted ~~expense~~average exercise price of $0.09 per share.

Common Stock Issuable in Conversion of Notes Payable – During the nine months ended May 31, 2013, 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 with Notes Payable – During the nine months ended May 31, 2013, we agreed to issue 1,050,000 shares of our common stock in connection with issuances of $325,000 of Convertible Notes Payable.

Common Stock Issued and Issuable in Exchange for Accounts Payable – During the nine months ended May 31, 2013, we agreed to issue 460,000 shares of our common stock in connection with exchanges of accounts payable, of which 260,000 shares were issued. The value of shares based on the closing market price on the dates shares are issuable approximated $37,000.

Common Stock Issued and Issuable for Services – During the nine months ended May 31, 2013, we issued 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, and also recorded 250,000 shares issuable and recorded expense of $18,000 relating to investor relations services.

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 May 31, 2013, there were warrants outstanding for the purchase of 9,851,674 shares having a weighted average exercise price of $0.11 per share.

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Note 6. Commitments and Contingencies

Legal Matters - We have settled all prior legal matters. 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. We are currently not involved in any litigation nor are we 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.

Agreement with Placement Agent – In 2012, we entered into an agreement with a firm to provide placement agent services in connection with our fund-raising activities. Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to a percentage ranging from 10% to 13% of transaction values (as defined) and shares of our common stock and warrants to purchase shares of our common stock. During the nine months ended May 31, 2013, we recognized deferred debt issue costs of approximately $233,000, stock issue costs of approximately $43,000 and settlement expense of $157,000, and at May 31, 2013, accrued fees, including securities issuable, approximate $560,000. The Company is in the process of negotiating settlement of amounts due through issuance of shares of our common stock and warrants.8

~~Lease~~Table 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 finalizing a lease agreement.Contents

Agreement with Placement Agent – In 2012, we entered into an agreement with a firm to provide placement agent services in connection with our fund-raising activities. Pursuant to terms of the agreement, among other things, we agreed to pay the firm a fee upon financing transaction closings equal to a percentage of transaction values (as defined) and shares of our common stock and ten-year warrants to purchase shares of our common stock. As November 30, 2013, we have issued the firm warrants to purchase 7,960,233 shares of our common stock at a weighted average exercise price of $0.11, and have agreed to issue 7,224,070 shares of our common stock, and warrants to purchase 1,918,750 shares of our common stock at an exercise price of $0.05 per share. During the three months ended November 30, 2013, we recorded debt issue costs of approximately $21,000, comprised of fees and fair value of warrants issuable.

Arrearages in payment of employment and other taxes – The Company is in arrears in payment of employment and other taxes. We have created a payment plan with the State, and are taking measures to obtain additional funds to remedy the arrearages.

Strategic Advisory Services Agreement - In December 2013, we entered into a strategic advisory services agreement effective November 1, 2013 with an affiliate of the holder of the Forbearance Note, pursuant to which, among other things, we agreed to issue 2,000,000 shares of our common stock, and pay $5,000 per month. The initial term extends through February 2014 and shall be extended through May 2014, unless we notify our intent not to extend. We recorded $42,000 during the three months ended November 30, 2013 for shares issuable based on the closing price of our common stock, and recognized approximately $11,000 in expense.

Note 7. Subsequent Events

~~Subsequent~~In toNovember ~~May~~2013, 31the Company, ~~2013~~and its recently formed wholly-owned subsidiary, weThe ~~received~~American ~~$600~~Sustainability Project,~~000~~ ~~from~~Inc., entered into a purchase agreement with Montana Cattle Holdings, LLC d/b/a Great Northern Cattle Company (Seller), for the ~~sale~~purchase of ~~our~~certain ~~12%~~of ~~convertible~~Seller’s ~~notes~~assets ~~payable~~associated with its cattle and meat wholesale, ~~which~~retail, ~~mature~~and brokerage businesses, and an employment agreement with the members of Seller in ~~ninety~~a transaction to close on or before January 7, 2014, or within 60 days ~~and~~thereafter. Terms ~~have~~of ~~agreed~~the toproposed ~~issue~~agreement ~~approximately~~provide 1for,~~800~~ among other things, issuance of 10,000,000 shares of our common stock, which shall be subject to ~~note~~a ~~holders~~proxy in favor of J’Amy Owens, and payment of $300,000 to Seller at Closing, and $700,000 to be paid to Seller based on defined future operating results, which if not earlier paid, would be due and payable in full on the fifth anniversary of the Closing date. As of January 21, 2014, the transaction has not closed but both parties and Finance 500, are actively working on the closing.

OnIn ~~July~~December 1, 2013, we ~~paid~~entered into a revolving credit agreement with one of our investors pursuant to which we may borrow up to $651 million and received approximately $300,000, which together with prior loans result in borrowings of $600,000 on the ~~non-interest~~facility. Interest ~~note~~on ~~payable~~borrowings ~~and~~is ~~agreed~~12% ~~with~~and ~~the~~borrowings ~~note~~are ~~holder~~due ~~for~~December ~~the~~31, ~~remaining~~2014. We ~~$65~~issued 1,000,000 toshares beof ~~paid~~our ~~within~~common ~~sixty~~stock ~~days~~in connection with the line of credit facility.

10Subsequent to November 30, 2013, we have entered into extension and modification agreements with the majority of holders of our convertible notes payable and with the settlement note holder. Pursuant to terms of a number of the convertible notes, such notes are convertible into shares of our common stock at our election, which is expected to occur.

Additionally, subsequent to November 30, 2013, we have due diligence under way to review and analyze new ranchers and producers who seek to join the American Sustainability Project.

The Company retained Investor Awareness, an investor relations firm, led by Tony Schor.

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

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~~The ~~2. Management~~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 ~~Discussion~~understanding of our financial condition, changes in financial condition and ~~Analysis~~results of ~~Financial~~operations. ~~Condition~~In particular, the discussion is intended to provide information with respect to significant trends and ~~Results~~material changes in our financial position and operating results of ~~Operations~~our business during the quarterly period ended November 30, 2013. 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, 2013 (the “Form 10-K”).

~~The~~Overview ~~following is intended to provide information necessary to understand our unaudited condensed consolidated financial statements~~ and ~~highlight~~recent ~~certain~~events ~~other~~- ~~information~~Founded ~~which~~in 2009, inBill the ~~opinion~~Butcher ofis ~~management,~~a ~~will~~Seattle ~~enhance~~based asustainable ~~reader’s~~food ~~understanding~~company ofwith ~~our~~a ~~financial~~mission ~~condition,~~to ~~changes~~support insmall ~~financial~~farmers ~~condition~~ and ~~results~~ranchers ofthat ~~operations.~~produce Insustainable ~~particular~~meat, ~~the~~(including ~~discussion~~pasture-raised isbeef, ~~intended~~pork, tochicken ~~provide~~and ~~information~~lamb) with ~~respect~~complementary ~~to significant trends~~ and ~~material~~thematic ~~changes~~products invia ~~our~~corporate ~~financial~~owned ~~position~~neighborhood ~~and~~butcher ~~operating results of our business during the quarterly periods ended May 31, 2013~~shops. The ~~following~~Company’s ~~should~~brand bepromise ~~read~~is into ~~conjunction~~sell ~~with~~proteins ~~our~~which ~~unaudited~~do ~~condensed~~not ~~consolidated~~contain ~~financial~~hormones, ~~statements~~antibiotics, ~~and~~steroids ~~accompanying~~or ~~notes~~genetically ~~thereto~~modified ~~appearing~~inputs, ~~elsewhere~~which indifferentiates ~~this~~us ~~Quarterly~~from ~~Report~~traditional onbutcher ~~Form~~shops ~~10-Q~~ and ~~with~~grocery ~~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, 2012 (the “Form 10-K”)~~stores.

~~Overview~~We -opened ~~Founded in 2009, Bill the Butcher is~~ a ~~sustainable~~new ~~food~~shop ~~company~~in ~~with~~Edmonds ain ~~mission~~January to2013 ~~support small farmers~~ and ~~ranchers~~another ~~that~~new ~~sell~~shop ~~sustainable~~in ~~meat,~~the ~~(including~~Seattle ~~pasture-raised~~neighborhood ~~beef,~~of ~~pork,~~Wallingford ~~chicken~~in ~~and lamb) with complementary and thematic sundry food items via corporate owned neighborhood butcher shops~~June. WeAs ~~purchase~~funding ~~meat~~becomes ~~that~~available, ~~does~~we ~~not~~plan ~~contain~~on ~~hormones,~~opening ~~antibiotics,~~one ~~steroids~~new orstore ~~genetically~~per ~~modified inputs~~quarter, ~~which~~the ~~differentiates~~next usbeing ~~from~~Kirkland ~~grocery~~within ~~stores.~~approximately ~~Our~~a ~~operations~~mile ~~are~~from inGoogle ~~the greater Seattle, Washington area~~headquarters. ~~Our~~At ~~first~~November ~~store~~30, ~~opened~~2013, inwe ~~2009~~operated ~~and~~six ~~five additional~~ stores ~~opened throughout 2010~~ in ~~other Seattle neighborhoods and cities in~~ the greater Seattle area. ~~We have entered into a lease for one additional store, which is awaiting opening. We have one operating segment, butcher shops selling sustainable meat.~~

~~Recent~~Sales ~~Events~~for -the ~~Key~~three ~~milestones~~months ended November 30, 2013 and 2012 were $387,000 and $199,000 respectively, with same store increases of 24% during the current year over the comparative prior year period. Holiday sales in ~~recent~~November ~~months~~and ~~include:~~December have experienced same store increases of over 30% this year.

WeSince ~~restructured~~March ~~$910~~2013,~~000~~ ofwe ~~our~~received ~~unsecured~~proceeds ~~debt~~of byover ~~creating~~$2 amillion ~~senior~~from ~~secured~~equity ~~credit~~and ~~facility. Other~~debt ~~than~~financings, ~~the~~and ~~High~~over ~~Capital~~$4 ~~portion,~~million ~~all~~since ~~notes~~2010. We ~~mature~~have onrestructured ~~July~~the 1,majority ~~2013~~of ~~and~~secured ~~automatically~~convertible ~~convert~~debt tointo ~~common~~a ~~stock~~new atsenior ~~$0.15~~credit ~~per~~facility ~~share~~and ~~upon~~signed ~~the Company~~loan ~~completing~~extensions $2from ~~million~~all ofbut ~~either~~one ~~debt~~secured ~~or equity capitalization~~creditor. ~~The~~All Company debt ~~holders~~is ~~share~~subject ~~the~~to ~~collateral~~conversion ~~pari~~to ~~passu~~common ~~with~~stock ~~the~~at ~~Senior~~a ~~Credit~~near ~~Facility~~term ~~debt holders~~benchmark.

WeIn ~~closed~~September onof 2013, the Company launched the American Sustainability Project, a ~~$500~~wholly owned subsidiary,~~000~~ ~~senior~~that’s ~~credit~~purpose ~~facility~~is ~~provided~~to bycreate ~~seven~~a ~~individuals.~~coalition of like-minded ~~The~~meat ~~notes~~suppliers ~~bear~~through ~~interest~~a atcause ~~the~~based ~~rate~~wholesale ofbusiness ~~12%~~to ~~per~~engage and ~~year~~educate chefs, ~~mature~~restaurants onand ~~July~~retailers. 1,The ~~2013,~~Company ~~and~~also ~~automatically~~executed ~~convert~~binding agreements to ~~common~~acquire ~~stock~~the atGreat ~~the~~Northern ~~price~~Cattle ofCompany, ~~$0.15~~a ~~per~~profitable, ~~share~~12 ~~upon~~year ~~the~~old ~~Company~~grass ~~completing~~based beef supplier, with revenue in excess of $25 million, ofas ~~either~~the ~~debt~~first ormember ~~equity~~of ~~capitalization~~the American Sustainability Project.

We ~~restructured~~established ~~$301,000~~a ofnew ~~debt~~Bill ~~with existing vendors under~~ the ~~same~~Butcher ~~terms~~web ~~and~~site ~~conditions of the senior credit facility and the restructured unsecured debt holders~~(www. ~~The debt matures on July 1, 2013 and automatically converts to common stock at $0~~BilltheButcher.15com) ~~per~~with ~~share upon~~ the ~~Company~~purpose ~~completing $2 million~~ of ~~either~~launching ~~debt~~online ~~or equity capitalization~~sales. ~~The~~ All ~~debt~~three ~~holders~~companies ~~share~~can ~~the~~be ~~collateral~~reviewed ~~pari~~at ~~passu~~websites ~~with~~www.AmericanSustainability.com ~~the Senior Credit Facility debt holders~~ and ~~the formerly unsecured creditors~~www.GreatNorthernCattleCompany.com.

WeThe ~~settled~~Company awas ~~debt~~named ~~with~~in ~~High~~the ~~Capital~~top ~~Funding~~25 bybest ~~issuing~~butchers ~~500,000~~in ~~shares~~America ~~of the Company’s common stock~~ and ~~$365,000~~was ofthe ~~12%~~runner-up ~~Convertible~~for ~~Notes~~best ~~due~~butcher ~~October~~in 1,Washington ~~2013,~~State ~~that~~and ~~automatically~~won ~~converts~~the tobest ~~common~~new atbusiness ~~a price~~ of ~~$.15~~2013 ~~per~~by ~~share once~~ the ~~shares~~Chamber ~~price~~of ~~exceeds $~~Commerce.~~45 per share for 5 days.~~

WeThe ~~consolidated~~Company ~~our~~has ~~commissary~~negotiated ~~operations~~an area development agreement to open 10 stores in Portland, Oregon and ~~reallocated~~has ~~our~~a ~~distribution~~non-binding ~~functions~~letter ~~effectively~~of ~~saving~~intent ~~approximately~~between ~~$160~~the parties,~~000~~ ~~annually~~with a contract between the parties in process. The area developer is an investor in Bill the Butcher and a creditor, with a long standing relationship with the Company.

We opened a new shop in Edmonds, Wa. in January 2013 and we opened a new shop in the greater Seattle neighborhood of Wallingford in June. In addition to Edmonds and Wallingford, we plan on opening one new store per quarter. 10

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The Company ~~also~~achieved ~~plans~~the onfastest ~~allocating~~store ~~significantly~~profitability ~~more~~with ~~resources~~the ~~for~~opening ~~marketing~~of ~~and~~the ~~advertising~~new ~~moving~~Bill ~~forward.~~the ~~Meanwhile,~~Butcher weWallingford ~~are~~store ~~playing~~prototype. aThis ~~central~~store ~~role~~is ~~in state~~also ~~and~~the ~~national~~award ~~discussions~~winning ~~about~~Chamber ~~negative~~of ~~impacts~~Commerce ~~animal antibiotics~~best ~~have~~new onbusiness ~~human~~of ~~health~~the ~~and~~year ~~are~~for ~~working to educate lawmakers and consumers~~2013.

~~Historical~~We ~~sales~~plan ~~figures~~on ~~are~~allocating ~~significant~~significantly ~~and~~more ~~margins~~resources ~~are~~for ~~extremely~~marketing ~~favorable~~and toadvertising ~~fuel~~moving ~~profitable growth~~forward. ~~Management~~ ~~believes~~Meanwhile, ~~that~~we aare ~~blended~~playing ~~gross~~a ~~margin~~central role in state ~~the~~and ~~high~~national ~~fifties~~discussions isabout ~~achievable~~the ~~and~~negative isimpacts ~~working~~animal antibiotics tohave ~~lower~~on ~~the~~human ~~cost~~health ofand ~~distribution~~are working to ~~achieve~~educate ~~new~~lawmakers ~~benchmarks~~and consumers.

WeHistorical ~~currently~~sales ~~enjoy~~figures ~~nearly~~are ~~6,000~~significant ~~followers between Facebook~~ and ~~Twitter~~margins ~~and~~are ~~continue~~extremely tofavorable ~~leverage social media and have had over 650,000 hits~~ to ~~our~~fuel ~~web~~profitable ~~site~~growth. Management ~~and~~believes ~~188,000~~that ~~unique~~a ~~transactions~~blended ~~through~~gross ~~our~~margin ~~registers.~~in ~~The~~the high ~~Company~~fifties ~~has~~is ~~also~~achievable ~~recently launched an Instagram program~~ and ~~Google~~is ~~Plus~~working ~~Bill~~to lower the ~~Butcher~~costs ~~site. Our internet reach~~ through ~~social~~vertical ~~media~~integration isto ~~17,500~~achieve ~~impressions~~new ~~a day~~benchmarks.

~~Going~~We ~~Concern~~currently ~~and~~enjoy ~~Capital~~nearly ~~Resources - As of May 31~~8,000 ~~2013,~~followers webetween ~~had~~Facebook ~~an accumulated deficit of $10.9 million. Our net loss was approximately $2.7 million for the nine months ended May 31, 2013~~ and ~~$4.0~~Twitter ~~million for the year ended August 31, 2012,~~ and wecontinue ~~expect~~ to ~~incur~~leverage ~~losses~~social inmedia ~~the~~and ~~near~~have ~~future.~~had ~~Our~~over ~~operating activities used cash of $964~~680,000 ~~during~~hits ~~the~~to ~~nine~~our ~~months~~web ~~ended~~site ~~May 31, 2013~~ and ~~$1.0 million during the year ended August 31~~220,000 ~~2012,~~unique ~~and~~transactions through our ~~working capital deficit (excess of current liabilities over current assets) was approximately $5~~registers.3 ~~million as of May 31, 2013.~~ The ~~report~~Company ofhas ~~our~~also ~~independent~~recently ~~registered~~launched ~~public~~an ~~accounting~~Instagram ~~firm on~~program ~~our~~and ~~August~~a ~~31,~~Google ~~2012 consolidated financial statements included in our Form 10~~Plus-K ~~includes~~Bill athe ~~comment~~Butcher ~~noting~~site. Our ~~that~~internet ~~these~~reach ~~and~~through ~~other~~social ~~factors~~media ~~raise~~is ~~substantial~~over ~~doubt~~20,000 ~~regarding~~impressions ~~our ability to continue as~~ a ~~going concern~~day.

Going Concern and Capital Resources - Our net loss was approximately $1.0 million during the three months ended November 30, 2013 and $3.6 million and $4.0 million for the years ended August 31, 2013 and 2012, respectively, and we expect to incur losses in the near future. Our operating activities used cash of $106,000 during the three months ended November 30, 2013 and approximately $1.3 million during the year ended August 31, 2013, and our working capital deficit (excess of current liabilities over current assets) was $6.1 million as of November 30, 2013. The report of our independent registered public accounting firm on our August 31, 2013 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.

We have prepared 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 normal course of business. We have funded our losses primarily through sales of common stock in private placements and short-term borrowings. We require additional capital to further develop our business, execute our business strategy and 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 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 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.

Results of Operations – Following is a summary of operating results ~~(dollars in thousands):~~

Three months ended May 31,

Nine months ended May 31,

Three months ended November 30,

2013

2012

~~2013~~

~~2012~~

Sales

~~248~~387

~~204~~199

~~722~~

~~846~~

Cost of goods sold

~~122~~206

~~200~~163

~~417~~

~~649~~

Gross profit

~~127~~181

436

~~305~~

~~197~~

Operating expenses

Direct store

~~308~~339

~~265~~205

~~747~~

~~695~~

General and administrative

~~267~~536

~~569~~460

~~1,023~~

~~1,414~~

Settlement

25-

~~754~~420

~~445~~

~~754~~

Total operating expenses

~~600~~875

1,~~588~~085

~~2,215~~

~~2,863~~

Loss from operations

(~~473~~694

)

(1,~~584~~049

)

~~(1,911~~

)

~~(2,666~~

)

Interest expense

(~~316~~313

)

(~~148~~290

)

~~(784~~

)

~~(649~~

)

Net loss

(~~789~~1,007

)

(1,~~732~~339

)

~~(2,694~~

)

~~(3,315~~

)

as a percentage of sales

Gross profit

Direct store expenses

103

	as a percentage of sales
Gross profit		51	%	2	%	42	%	23	%
Direct store expenses		124	%	130	%	103	%	82	%

~~Three~~Table months ended May 31, 2013 - Sales for the three months ended May 31, 2013 were $248,000 as compared to $204,000 during the comparative prior year period. We opened our Edmonds shop in January 2013 and had five shops open during the three months ended May 31, 2013 as compared to five open during the comparative prior year period. Sales have increased during the current quarter due to our being able to start to re-stock our stores, and realize some related benefits of increased business volume. Management believes that annual growth will continue due to a solid base of customers, with over 177,000 unique transactions, and an active daily social media following of nearly 6,000 fans and followers an average 4.0 star rating on social media sites such as Yelp. Our active social networking, education based consumer awareness campaigns and online food promotions all fueled sales. Management believes that the product the Company offers is in high demand.Contents

Year ended August 31, 2013 - Sales for the three months ended November 30, 2013 were $387,000 as compared to $199,000 during the comparative prior year period. We opened our Edmonds shop in January 2013 and our Wallingford shop in June 2013 and had an average of 6 shops open during the three months ended November 30, 2013 as compared to 4 shops open during the prior year period. Sales for stores open during each period (same store sales) increased approximately 24% during the three months ended November 30, 2013, significantly influenced with increases in Thanksgiving sales this year. Specifically sales for Thanksgiving 2012 were $75,000 and sales for Thanksgiving 2013 were $154,000.

Sales increased during 2013 due primarily to our improved ability to provide our stores with sufficient amounts of product to sell, and to more effectively staff stores with increased personnel to make additional sales. Management believes that continued growth will result due to a solid base of customers, with over 220,000 unique transactions, and an active daily social media following of over 8,000 fans and followers and an average 4.5 star rating on social media sites such as Yelp. Management believes that the product the Company offers is in high demand.

Cost of goods sold includes the cost of meat and nonperishable products sold. Cost of goods sold was $206,000 during the three months ended November 30, 2013, resulting in a gross profit of $181,000, or approximately 47% of sales, as compared to gross profit of $36,000, or 18% during the comparative prior year period. We expect continued improvement in gross margins as sales increases and product management efficiencies improve.

Direct store expenses consist of store salaries and employee related costs, rent and other occupancy costs, supplies, depreciation, and other direct store costs. Direct store expenses were $339,000 during the three months ended November 30, 2013, or 88% of sales, compared to $205,000, or 103% of sales, during the comparative prior year period. Our direct store expenses have increased in amount due to having more stores open and our being able to increase shop staffing to support increased sales, and decreased as a percentage of sales. As a percentage of sales, store compensation and related decreased to 55% of sales for the three months ended November 30, 2013 as compared to 57% during the comparative prior year period. Depreciation expense decreased during the three months ended November 30, 2013 in amount and as a percentage of sales compared to the prior year period as our stores open for several years have relatively little depreciation expense. We expect that depreciation will increase in amount in the future as we open more stores. We expect direct store expenses to continue to increase in amount as our operations expand and we are planning increased sales levels to support the expense, which should result in store costs continuing to decrease as a percentage of sales.

General and administrative expenses are comprised primarily of compensation and related costs, professional fees for investor and public relations, legal and accounting, taxes and licenses, advertising and marketing, facilities and other office related costs. General and administrative expenses were $536,000 and $460,000 during the three months ended November 30, 2013 and 2012, respectively. Compensation and related expense, including stock-based compensation for shares issued to employees, decreased during the three months ended November 30, 2013 to $252,000 from $313,000 during the three months ended November 30, 2012, including stock-based compensation expense for shares issued to employees of $188,000 and $220,000, respectively. Marketing and advertising expense increased to $31,000 from $4,000 during the current year period as we were able to begin funding promotional activities, the success of which we believe has contributed to our increases in sales. Taxes and licenses increased significantly during the November 30, 2013 as compared to the prior year, largely attributable to increased sales. Professional fees included approximately $28,000 of expense relating to legal costs pertaining to our pending acquisition. These costs are expensed as incurred, are expected to continue and could be significant. We expect general and administrative costs, including stock-based compensation, costs associated with our pending acquisition and costs associated with being a public reporting company, to continue to be significant in the future and may increase or decrease from quarter to quarter.

Interest expense during the three months ended November 30, 2013 was $313,000 as compared to $290,000 during the comparative prior year period. Interest expense includes interest on note payable borrowings and advances, amortization of debt issue costs and debt discount, and the fair value of securities issued to holders of our past due notes payable in connection with forbearance. During the three months ended November 30, 2013, our average outstanding notes payable and advances increased to approximately $3.7 million from $2.0 million during the comparative prior year period, which resulted in an increase in interest expense of approximately $49,000. Amortization expense was $26,000 and $122,000 during the three months ended November 30, 2013 and 2012, respectively. During the three months we entered into agreements with holders of certain of our past due notes payable to issue 3,600,000 shares of our common stock. We recorded the fair value of shares issuable, determined based on closing market prices, of $114,000, which is included in interest expense.

Our net loss and basic and diluted loss per common share for the three months ended November 30, 2013 was approximately $1.0 million and $(0.02) per share, respectively. Our net loss and basic and diluted loss per common share for the three months ended November 30, 2012 was $1.3 million and $(0.03) per share, respectively. The weighted average number of shares used in computing per share amounts increased in 2013, which also has the effect of decreasing loss per share.

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Cost of goods sold includes the cost of meat and nonperishable products. Cost of goods sold was $122,000 during the three months ended May 31, 2013, resulting in a gross profit of $126,000, or approximately 51% of sales, as compared to gross profit of $4,000, or 2% during the comparative prior year period.

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 $308,000 during the three months ended May 31, 2013, or 124% of sales, compared to $265,000, or 130% of sales, during the comparative prior year period. Our direct store expenses have increased in amount due to our being able to increase shop staffing to support increased sales. Due to significant financial hardship, our shop personnel count was less than two per shop in prior periods. As of the end of May 31, 2013, the average was three. We expect direct store expenses to continue to increase in amount as our operations expand.

General 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 $268,000 during the three months ended May 31, 2013, a decrease from $569,000 during the comparative prior year period, due primarily to less stock-based compensation expense during the current year period. We expect stock-based expenses and general and administrative costs, including costs associated with being a public reporting company, to continue to be significant in the future and may increase or decrease from quarter to quarter.

Interest expense during the three months ended May 31, 2013 was $315,000 and represents interest on note payable borrowings, including amortization of debt issue costs and debt discount non-cash stock-based expenses for common shares and warrants issued and issuable to note holders and financial advisors. Interest expense during the three months ended May 31, 2012 was $148,000 and represents interest on note payable borrowings, including amortization of debt issue costs and debt discount.

Our net loss and basic and diluted loss per common share for the three months ended May 31, 2013 was $789,000 and $(0.01) per share, respectively. Our net loss and loss per common share for the comparative prior year period was $1.7 million and $(0.05) per share, respectively. The weighted average number of shares used in computing per share amounts increased, which also has the effect of decreasing loss per share.

Nine months ended May 31, 2013 - Sales for the nine months ended May 31, 2013 were $722,000 as compared to $846,000 during the comparative prior year period. We opened our Edmonds shop in January 2013 and had an average of approximately 4.5 shops open during the nine months ended May 31, 2013 as compared to approximately 5.3 shops open during the comparative prior year period. Sales decreased during the year to date period due to a decrease in the first quarter of our fiscal year, as our sales have been higher than comparative prior year periods for the past two quarters.

Cost of goods sold includes the cost of meat and nonperishable products sold. Cost of goods sold was $417,000 during the nine months ended May 31, 2013, resulting in a gross profit of $305,000, or approximately 42% of sales, as compared to gross profit of $197,000, or 23% during the comparative prior year period.

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 $747,000 during the nine months ended May 31, 2013, or 103% of sales, compared to $695,000, or 82% of sales, during the comparative prior year period. Our direct store expenses have increased both in amount and as a percentage of sales due to our being able to increase shop staffing to support and also result in increased sales. We expect direct store expenses to continue to increase in amount as our operations expand and we are planning increased sales levels to support the expense.

General 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 approximately $1.0 million during the nine months ended May 31, 2013, a decrease from $1.4 million during the comparative prior year period, due primarily decreases in stock-based compensation. We expect stock-based expenses and general and administrative costs, including costs associated with being a public reporting company, to continue to be significant in the future and may increase or decrease from quarter to quarter.

Settlement expense includes the fair value of securities issuable in connection with settlements of litigation.

Interest expense during the nine months ended May 31, 2013 was $784,000 as compared to $649,000 during the comparative prior year period. Interest expense includes interest on note payable borrowings and advances, amortization of debt issue costs and debt discount, and stock-based expenses for common shares and warrants issued and issuable to note holders.

Our net loss and basic and diluted loss per common share for the nine months ended May 31, 2013 was approximately $2.7 million and $(0.05) per share, respectively. Our net loss and basic and diluted loss per common share for the comparative prior year period was $3.3 million and $(0.11) per share, respectively. The weighted average number of shares used in computing per share amounts increased, which has the effect of decreasing loss per share.

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Cash Flows - Following is a summary of cash flow information (dollars in thousands):

	Nine months ended May 31,
	Three months ended November 30,
	2013			2012
Net cash used by operating activities	$	(~~964~~106	)	$	(~~608~~200	)
Net cash used by investing activities		(297	)		-
Net cash provided by financing activities		~~993~~113			~~521~~200
Net decrease in cash		-			(87	)
Net increase in cash		-			-
Cash at beginning of year		-13			90
Cash at end of period	$	-		$	3
Cash at end of year	$	13		$	90

Operating activities used cash of approximately $~~964~~106,000 during the ~~nine~~three months ended ~~May~~November 3130, 2013 as compared to $~~608~~200,000 during the comparative prior year period. Cash used in operating activities relates primarily to funding our net losses. We expect operating activities to continue to use cash in the near future.

During the ~~nine~~year ~~months~~ ended ~~May~~August 31, 2013, investing activities used cash of approximately $297,000 in connection with property additions for ~~our~~ new shops. When cash from financing activities becomes available, uses of cash for investing activities are expected to increase as we open new stores.

Our financing activities provided cash of approximately $~~993~~113,000 during the ~~nine~~three months ended ~~May~~November 3130, 2013, as compared to $~~521~~200,000 during the comparative prior year period. During the ~~nine~~three months ended ~~May~~November 3130, 2013, we received approximately $~~993~~113,000 from ~~financing~~issuance ~~activities comprised primarily~~ of $~~750~~175,000 ~~from issuance~~ of our 12% Convertible Notes, inwith ~~such~~a ~~amount~~portion of proceeds being paid directly to vendors and ~~$285~~service providers for financing fees. During the three months ended November 30,~~000~~ 2012, cash was provided primarily from sales of ~~our~~ common stock totaling $125,000 before offering costs~~. Financing~~, ~~activities~~and ~~are~~a ~~expected~~$60,000 to increase in ~~order~~checks tooutstanding ~~fund~~in ~~future~~excess ~~operations~~of ~~and~~bank ~~to provide additional working capital.~~balance

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 ~~and classification~~ 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 ~~May~~November 3130, 2013, 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, 2013, that 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 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. We are currently not ~~involved in any litigation nor are we~~ 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.

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, ~~2012~~2013, 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 4. Mine Safety Disclosure

Not applicable.

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.

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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.

		BILL THE BUTCHER, INC.
		(Registrant)
Date: July 22, 2013	By:	/s/ J’Amy Owens
Date: January 21, 2014	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)

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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, 2013, furnished in XBRL (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.

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