UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022
☐	Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

☐	Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File No. 000-52828

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

Nevada

98-0521119

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028

(Address of Principal Executive Offices, Including Zip Code)

(833) 223-4204

(Registrant’s telephone number, including area code)

~~_____________________________________________________________________~~______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered under Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐ Smaller reporting company ☒ Accelerated filer ☐ Emerging growth company ☒ Non-accelerated ~~filer~~Filer ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is ~~250~~ 658,~~904~~855,~~667~~696 as of ~~November~~May 1422, ~~2022~~2023.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

	~~Page~~	Page
Consolidated Balance Sheets as of September 30, 2022 (unaudited), and December 31, 2021 (audited)	3
Consolidated Balance Sheets as of March 31, 2023 (unaudited), and December 31, 2022 (audited)		3
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021	4
Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2023 and 2022		4
Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the Nine Months Ended September 30, 2022 and 2021	5
Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the Three Months Ended March 31, 2023 and 2022		5
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2022 and 2021	7
Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2023 and 2022		6
Notes to Unaudited Consolidated Financial Statements	8	7

2 Table of Contents

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Balance Sheets

	9/30/22(unaudited)			12/31/21(audited)
	3/31/23(unaudited)			12/31/22(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	667,~~176~~234		$	~~499~~44,~~766~~448
Other current assets
Inventory		9082,~~180~~987			7488,~~463~~381
Prepaid expenses		---			101,189
Accounts receivable		2,315			2,259
Accounts receivable		3,913			2,741
Right of use asset - operating lease		6,128			---
Total current assets		~~160~~98,~~269~~664			~~678~~135,~~159~~088
OTHER ASSETS
Deposit - asset purchase		---			---
Fixtures and equipment		6,009			7,127
Fixtures and equipment		8,245			11,601
Deferred offering cost		76,293			76,293
Intangible asset		--			84,444
Right of use asset - operating lease		9,199			---
Total other assets		8,245			96,045
Other asset		1,000			---
TOTAL ASSETS	$	168,514		$	774,204
Total other assets		92,501			83,420
TOTAL ASSETS	$	191,165		$	218,508
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Other current liabilities
Accounts payable and accrued liabilities	$	61,950		$	103,849
Accrued interest payable		32,444			15,977
Due to related party		104,123			79,077
Third-party notes payable, net of loan fees of $46,544 (unaudited) and debt discount of $113,286 (unaudited) at March 31, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively		703,325			669,775
Lease liability - operating		6,128			---
Total current liabilities		907,970			868,678
Long-term liabilities
Lease liability - operating		9,199			---
Total long-term liabilities		9,199			---
TOTAL LIABILITIES	$	917,169		$	868,678
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and 42,000 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively	$	42		$	42
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 530,136,997 and 310,695,330 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively		530,136			310,695
Stockholder receivable		(1,000	)		(1,000	)
Additional paid-in capital		3,291,701			3,320,042
Retained earnings (accumulated deficit)		(4,546,883	)		(4,279,949	)
Total stockholders’ equity		(726,004	)		(650,170	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	191,165		$	218,508

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Other current liabilities
Accounts payable and accrued liabilities	$	63,677		$	35,973
Accrued interest payable		21,671			4,446
Due to related party		85,743			5,242
Third-party notes payable, net of loan fees of $47,873 and debt discount of $79,087 at September 30, 2022, and $0 and $166,667 at December 31, 2021, respectively		655,083			58,333
Total current liabilities		826,174			103,994
TOTAL LIABILITIES		826,174			103,994
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 28,500 and -0- shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively	$	28		$	---
Common stock, $0.001 par value, 750,000,000 shares authorized, 250,904,667 and 301,230,828 shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively		250,904			301,230
Stockholder receivable		(1,000	)		(1,000	)
Additional paid-in capital		3,131,336			2,991,163
Retained earnings (accumulated deficit)		(4,038,928	)		(2,621,183	)
Total stockholders’ equity		(657,660	)		670,210
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	168,514		$	774,204

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

3 Table of Contents

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statements of Operations

	For the Three MonthsEnded September 30,						For the Nine MonthsEnded September 30,
	For the Three MonthsEnded March 31,
	2022			2021			2022			2021
	2023(unaudited)			2022(unaudited)
Sales	$	257,~~739~~385		$	4613,~~694~~802		$	~~70,484~~		$	~~81,906~~
Cost of goods sold		123,~~359~~999			397,~~608~~970			~~38,984~~			~~63,239~~
Gross profit (loss)		133,~~380~~386			75,~~086~~832			~~31,500~~			~~18,667~~
Expense
Consulting services		~~40,600~~---			~~123~~63,~~639~~100			~~286,630~~			~~241,426~~
Website expense		~~901~~175			1,~~427~~720			~~4,358~~			~~11,355~~
Legal and professional services		5,397			5,099			12,597			48,872
Depreciation expense		1,118			1,118
Advertising and marketing		19,513			117			221,800			5,195
Amortization expense		---			31,667
License fee		---			22,339			16,998			24,008
Legal and professional services		7,350			5,100
Rent		600			1,860			3,600			8,520
Advertising and marketing		---			102,245
General and administrative		102,398			205,697			559,550			399,256
License fee		4,325			16,998
Total expenses		169,409			360,178			1,105,533			738,632
Rent		2,582			1,800
Net operating loss		(156,029	)		(353,092	)		(1,074,033	)		(719,965	)
General and administrative		70,610			285,104
Other expense
Total expenses		86,160			508,852
Amortization		(21,111	)		(31,667	)		(84,444	)		(73,889	)
Net operating loss		(82,774	)		(503,020	)
Interest expense		(46,535	)		(65,701	)		(255,913	)		(128,790	)
Other expense
Depreciation expense		(1,118	)		(1,217	)		(3,355	)		(3,080	)
Interest expense		(184,261	)		(167,338	)
Total other income (expense)		(68,764	)		(98,585	)		(343,712	)		(205,759	)
Interest income		101			---
Profit (loss) before taxes		(224,793	)		(451,677	)		(1,417,745	)		(925,724	)
Total other income (expense)		(184,160	)		(167,338	)
Income tax expense		-			-			-			-
Profit (loss) before taxes		(266,934	)		(670,358	)
Net profit (loss)		(224,793	)	$	(451,677	)	$	(1,417,745	)	$	(925,724	)
Income tax expense		---			---
Net profit (loss) per common share
Net profit (loss)	$	(266,934	)	$	(670,358	)
Basic	$	(-)		$	(-)		$	(-)		$	(-)
Net profit (loss) per common share
Diluted	$	(-)		$	(-)		$	(-)		$	(-)
Basic	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding:
Diluted	$	(0.00	)	$	(0.00	)
Basic		292,999,382			196,004,788			301,232,745			172,040,746
Weighted average number of common shares outstanding
Diluted		335,129,995			214,223,263			372,484,608			194,444,103
Basic		433,167,850			301,230,828
Diluted		894,450,785			346,355,206

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

4 Table of Contents

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 (unaudited)

	Preferred Stock				Common Stock						Stockholder			AdditionalPaid-in			RetainedEarnings(Accumulated
	Shares		Amount		Shares			Amount			~~StockholderReceivable~~Receivable			~~AdditionalPaid-inCapital~~Capital			~~RetainedEarnings(AccumulatedDeficit~~Deficit)			Total
Balance, December 31, 2021		-		-		301,230,828		$	301,230		$	(1,000	)	$	2,991,163		$	(2,621,183	)	$	670,210
Balance, December 31, 2022		42,000	$	42		310,695,330		$	310,695		$	(1,000	)	$	3,320,042		$	(4,279,949	)	$	(650,170	)
Net loss		-		-		-			-			-			-			(670,358	)		(670,358	)
Common stock issued for debt cancellation		---		---		68,541,667			68,541			---			(50,841	)		---			17,700
Balance, March 31, 2022		-		-		301,230,828			301,230			(1,000	)		2,991,163			(3,291,541	)		(148	)
Common stock issued for debt cancellation		---		---		41,900,000			41,900			---			---			---			41,900
Stock issued for services		-		-		2,300,000			2,300			-			32,200			-			34,500
Common stock issued for debt cancellation		---		---		106,500,000			106,500			---			---			---			106,500
Stock issued for debt cancellation		-		-		15,146,188			15,146			-			-			-			15,146
Common stock issued for services		---		---		2,500,000			2,500			---			22,500			---			25,000
Warrants issued in conjunction with debt		-		-		-			-			-			78,051			-			78,051
Net loss		---		---		---			---			---			---		$	(266,934	)		(266,934	)
Net loss		-		-		-			-			-			-			(522,594	)		(522,594	)
Balance, March 31, 2023		42,000	$	42		530,136,997		$	530,136		$	(1,000	)		3,291,701		$	(4,546,883	)	$	(726,004	)
Balance, June 30, 2022		-		-		318,677,016			318,676			(1,000	)		3,101,414			(3,814,135	)		(395,045	)
Balance, December 31, 2021		---	$	---		301,230,828		$	310,693		$	(1,000	)	$	2,991,163		$	(2,621,183	)	$	670,210
Common stock cancelled in exchange for preferred stock		28,500		28		(99,063,659	)		(99,064	)		-			99,036			-			-
Net loss		---		---		---			---			---			---			(670,358	)		(670,358	)
Stock issued for debt cancellation		-		-		16,853,810			16,855			-			-			-			16,855
Balance, March 31, 2022		---	$	---		301,230,828		$	301,230		$	(1,000	)	$	2,991,163		$	(3,291,541	)	$	(148	)
Stock issued for warrant exercise		-		-		5,062,500			5,062			-			(5,062	)		-			-
Stock issued for warrant exercise						9,375,000			9,375			-			(9,375	)		-			-
Reclassification of warrants issued in conjunction with debt in June 2022		-		-		-			-			-			(70,117	)		-			(70,117	)
Warrants issued in conjunction with debt		-		-		-			-			-			15,440			-			15,440
Net loss		-		-		-			-			-			-			(224,793	)		(224,793	)
Balance, September 30, 2022		28,500	$	28		250,904,667		$	250,904		$	(1,000	)	$	3,131,336		$	(4,038,928	)	$	(657,600	)

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

5 Table of Contents

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2022 and 2021 (unaudited)

(continued)

	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		StockholderReceivable			AdditionalPaid-inCapital			RetainedEarnings(AccumulatedDeficit)			Total
Balance, December 31, 2020		-	$	-		164,925,000	$	164,925	$	(10,000	)	$	703,353		$	(839,669	)	$	27,609
Effect of adoption of ASU 2020-06		-		-		-		-		-			(56,343	)		29,788			(26,555	)
Stock issued for cash		-		-		4,875,000		4,875		-			190,125			-			195,000
Stock issued for services		-		-		150,000		1,500		-			5,380			-			6,880
Stock issued for commitment fee		-		-		2,000,000		2,000		-			63,000			-			65,000
Net loss		-		-		-		-		-			-			(208,233	)		(208,233	)
Balance, March 31, 2021		-		-		171,950,000		171,950		(1,000	)		906,865			(1,018,114	)		59,701
Stock issued for cash		-		-		3,125,000		3,125		-			96,875			-			100,000
Stock issued for services		-		-		450,000		450		-			13,050			-			13,500
Stock issued for services		-		-		8,000,000		8,000		-			242,400			-			250,400
Stock issued for services		-		-		500,000		500		-			14,500			-			15,000
Net loss		-		-		-		-		-			-			(265,814	)		(265,814	)
Balance, June 30, 2021		-		-		184,025,000		184,025		(1,000	)		1,273,690			(1,283,928	)		172,787
Stock issued for cash (Reg A #1)		-		-		1,562,500		1,562		-			48,438			-			50,000
Stock issued for cash (Reg A #2)		-		-		51,700,000		51,700		-			723,800			-			775,500
Stock issued for debt conversion		-		-		8,607,995		8,608		-			93,002			-			101,610
Stock issued for services		-		-		1,002,000		1,002		-			38,076			-			39,078
Net loss		-		-		-		-		-			-			(451,677	)		(451,677	)
Balance, September 30, 2021		-	$	-		246,897,495	$	246,897	$	(1,000	)	$	2,177,006		$	(1,735,605	)	$	687,298

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

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners)

Consolidated Statements of Cash Flows

(unaudited)

	For the Nine MonthsEnded September 30,
	For the Three MonthsEnded March 31,
	2022			2021
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1266,~~417,745~~934	)	$	(~~925~~670,~~724~~358	)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services		345,~~500~~000			~~119,650~~---
Non-cash interest expense for stock conversion of debt		7,000			2,610
Depreciation and amortization		158,741			32,784
Amortization		84,444			73,889
Non-cash debt conversion fees		5,250			---
Depreciation		3,356			3,080
Account receivable		(56	)		(708	)
Accounts receivable		(1,172	)		(9,445	)
Debt amortization		---			166,667
Amortization of debt discount		212,834			40,954
Prepaid consulting fees		---			62,600
Amortization of financing fees		18,047			65,639
Accrued interest		16,467			672
Prepaid expense		101,189			35,380
Inventory		5,394			(4,166	)
Accrued interest		17,225			9,280
Accrued expenses		(21,899	)		14,553
Inventory		(15,717	)		(38,449	)
Other asset		(1,000	)		---
Accrued expenses		37,708			(4,604	)
Net cash used for operating activities		(99,037	)		(397,956	)
Net cash used for operating activities		(918,331	)		(627,740	)
CASH FLOWS FROM INVESTING ACTIVITIES
Machinery and equipment		-			-
Asset purchase		-			(180,000	)
Purchase of furniture and equipment		-			(5,702	)
Net cash used for investing activities		-			(185,702	)
CASH FLOWS FROM FINANCING ACTIVITIES
Financing fees paid		-			(16,750	)
Repayment of loans payable - third party		(88,553	)		(200,000	)
Proceeds from loan payable		735,340			727,500
Proceeds loans payable - third parties		125,330			---
Proceeds from issuance of common stock		---			1203,~~120,500~~750
Net advances from related party		7025,~~501~~046			~~807~~---
Repayment of note payable		(321,100	)		(251,474	)
Net cash provided by financing activities		61,823			3,750
Net cash provided by financing activities		484,741			1,580,583
Net increase (decrease) in cash and cash equivalents		(37,214	)		(394,206	)
Net increase (decrease) in cash and cash equivalents		(433,590	)		767,140
Cash and cash equivalents at beginning of period		44,448			499,766
Cash and cash equivalents at beginning of period		499,766			52,974
Cash and cash equivalents at end of period	$	7,234		$	105,560
Cash and cash equivalents at end of period	$	66,176		$	820,114
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay third-party debt	$	160,850		$	---
Common stock issued for services for reduction in accounts payable	$	20,000		$	---
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	---		$	---
Interest paid	$	10,171		$	---

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for debt	$	25,000	$	-
Common stock issued for commitment fee	$	-	$	65,000
Inventory contributed for capital	$	-	$	773

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Income taxes paid $ - $ - Interest paid $ - $ -

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

76 Table of Contents

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Notes to Unaudited Consolidated Financial Statements

~~September~~March 3031, ~~2022~~2023

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

These unaudited interim consolidated financial statements, as of ~~September~~March 3031, ~~2022~~2023, and for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, ~~2022~~2023. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, as filed with the Securities Exchange Commission.

Nature of Operations

The Company is the exclusive worldwide manufacturer and distributor for MiteXstream^TM, an EPA-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew.

The Company also manufactures and sells, under its Grizzly Creek Naturals^TM brand name, CBD products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $~~(665~~809,~~905~~306 (unaudited) atas ~~September~~of 30March 31, ~~2022~~2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s activities will necessitate significant uses of working capital ~~beyond~~for ~~2022~~2023 and beyond. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

87 Table of Contents

Cash and Cash Equivalents and Restricted Cash

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of ~~September~~March 3031, ~~2022~~2023, and December 31, ~~2021~~2022.

Income Taxes

The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2023 and 2022.

There are potential dilutive securities as of September 30, 2022 and 2021.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Inventories

Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO).

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years.

Accounts Receivable and Revenue Recognition

Accounts receivable is recorded net of an allowance for expected losses. As of March 31, 2023 and 2022, there is $-0- and $-0- recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory.

Deferred Financing Costs

Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. As of March 31, 2023, there were $46,544 in unamortized loan fees.

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Convertible Notes

The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements.

Leases

Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.

~~The~~9 ~~Company~~Table ~~has~~of ~~early adopted ASU 2020-06 for the year beginning January 1, 2021.~~Contents

Change in Accounting Principle

The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.

The Company will adopt the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS.

During the nine months ended September 30, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the nine months ended September 30, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06.

3. CORONAVIRUS PANDEMIC

During 2020 a strain of coronavirus (COVID-19) was reported worldwide resulting in decreased economic activity and closures of businesses which has adversely affected the broader global economy. The virus, ~~has~~including ~~continued to affect~~ the ~~economy~~responses ~~through~~thereto, ~~2021.~~has ~~The~~continued ~~Company is taking all necessary steps~~ to ~~keep~~affect ~~its business premises in a safe environment and is constantly monitoring~~ the ~~impact~~economy ofinto ~~COVID-19~~2023. At this time, the extent to which COVID-19 will continue to impact the economy and the Company is uncertain. Pandemics or other significant public heath events could have a material adverse effect on the Company and the results of its operations in the future.

4. CONCENTRATION OF CREDIT RISK

In the normal course of business the Company maintains cash with a Federally-insured financial institution. Individual account balance may occasionally exceed the Federally-insured limit of $250,000. The Company has not experienced and does not anticipate any losses as a result of any account balances exceeding the Federally-insured limits.

5. ~~CONVERTIBLE~~PREFERRED ~~PROMISSORY NOTES – THIRD PARTIES~~STOCK

~~Tri-Bridge~~During ~~Ventures~~the ~~LLC.~~year Inended ~~April~~December ~~2020~~31, ~~the~~2022, ~~Company~~pursuant ~~obtained~~to asix ~~loan~~separate inExchange ~~the~~Agreements ~~amount~~a total of ~~$25~~42,000 ~~from~~shares ~~Tri-Bridge~~of ~~Ventures~~Series ~~LLC.~~A InPreferred ~~consideration~~Stock ofwere ~~such~~issued ~~loan,~~in ~~the~~exchange ~~Company~~for ~~issued~~ a ~~$25,000~~total ~~face~~of ~~amount~~123,472,996 ~~convertible~~shares ~~promissory~~of ~~note~~common ~~(the “Tri-Bridge Note”) bearing interest at 10% per annum~~stock, ~~with~~which ~~principal and interest due in January 2021. Tri-Bridge Note is convertible into~~ shares of ~~the Company’s~~ common stock atwere ~~the~~cancelled ~~rate~~and ofreturned ~~one~~to ~~share~~the ~~for~~status ~~each $0.001~~ of ~~debt~~authorized ~~converted~~and ~~anytime after August 30, 2020~~unissued.

In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	15,146	$	0.001		15,146,188
Total Converted: $15,146				Total Shares: 15,146,188

In July 2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	9,854	$	0.001		9,853,810
Total Converted: $9,854				Total Shares: 9,853,810

At September 30, 2022, and December 31, 2021, accrued interest on the Tri-Bridge Note was $-0- and $4,178, respectively.

EMA Financial, LLC. In December 2020, the Company obtained a loan from EMA Financial, LLC which netted us $50,000 in proceeds. In consideration of such loan, the Company issued a $58,600 face amount convertible promissory note (the “EMA Note”), with OID of $4,100, bearing interest at 10% per annum, with principal and interest due in September 2021. The Company had the right to repay the EMA Note at a premium ranging from 120% to 145% of the face amount. The EMA Note was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 60% of the market price of the Company’s common stock on the date of issuance of the EMA Note and the date of conversion, any time after June 15, 2021.

In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium.

Power Up Lending Group Ltd. In January 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $52,000 in proceeds. In consideration of such loan, the Company issued a $55,500 face amount convertible promissory note (“Power Up Note #1”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #1 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #1 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #1 and the date of conversion, any time after July 14, 2021.

During July 2021, the Power Up Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	15,000	$	0.0162		925,926
$	20,000	$	0.0143		1,398,601
$	20,500	$	0.0143		1,666,434
Total Converted: $55,500				Total Shares: 3,990,961

SE Holdings, LLC. In February 2021, the Company obtained a loan from SE Holdings LLC which netted the Company $106,000 in proceeds. In consideration of such loan, the Company issued a $121,000 face amount promissory note (the “SE Holdings Note”), with OID of $15,000, bearing interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in July 2021. The Company had the right to repay the SE Holdings Note at any time. Should the Company have been in default on SE Holdings Note, the SE Holdings Note would have become convertible into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest closing bid price of the Company’s commons stock for the trading day immediately preceding either (a) the delivery of a notice of default, (b) the delivery of a notice of conversion resulting from such default or (c) the issue date of the SE Holdings Note. In addition, the Company issued 2,000,000 shares of its common stock to SE Holdings as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate.

Through September 2021, the Company had repaid $45,375 of the SE Holdings Note, in accordance with the terms of the SE Holdings Note. In October 2021, the remaining balance of the SE Holdings Note, $75,625, was repaid by the Company.

Power Up Lending Group Ltd. In February 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $43,500 in proceeds. In consideration of such loan, the Company issued a $43,500 face amount convertible promissory note (“Power Up Note #2”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #2 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #2 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #2 and the date of conversion, any time after August 17, 2021.

During August and September 2021, the Power Up Note #2 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted			Conversion Price Per Share		Number Shares
$	15,000		$	0.0137	1,094,891
$	20,000		$	0.0093	2,150,538
$	11,110	*	$	0.0081	1,371,605
Total Converted: 46,110					Total Shares: 4,617,034
* This amount includes $2,610 of interest.

Power Up Lending Group Ltd. In April 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $68,750 in proceeds. In consideration of such loan, the Company issued a $68,750 face amount convertible promissory note (“Power Up Note #3”) bearing interest at 12% per annum, with principal and interest due in April 2022. The Company had the right to repay the Power Up Note #3 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #3 and the date of conversion, any time after October 22, 2021.

In September 2021, the Power Up Note #3 was repaid in full by the Company, as follows: $68,750.00 in principal, $27,500.00 in additional principal as a prepayment premium and $5,063.01 in interest, a total repayment amount of $101,313.01.

Power Up Lending Group Ltd. In August 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $78,750 in proceeds. In consideration of such loan, the Company issued a $78,750 face amount convertible promissory note (“Power Up Note #4”) bearing interest at 12% per annum, with principal and interest due in August 2022. The Company had the right to repay the Power Up Note #4 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #4 was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #4 and the date of conversion, any time after October 22, 2021.

In September 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of $99,893.84.

FirstFire Global Opportunities Fund LLC. In September 2021, the Company obtained a loan from FirstFire Global Opportunities Fund LLC which netted the Company $125,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount convertible promissory note (“FirstFire Note”), with OID of $125,000, due in September 2022. The Company had the right to repay the FirstFire Note at anytime, with a 20%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The FirstFire Note was convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021.

Prior to November 30, 2021, the FirstFire Note was repaid in full by the Company, in the amount of $200,000 (which included a $50,000 reduction in principal owed, due to the FirstFire Note’s being repaid in full on or before November 30, 2021).

Tiger Trout Capital Puerto Rico, LLC. In September 2021, the Company obtained a loan from Tiger Trout Capital Puerto Rico, LLC which netted the Company $250,000 in proceeds. In consideration of such loan, the Company issued a $500,000 face amount convertible promissory note (“Tiger Trout Note”), with OID of $250,000, with principal due in September 2022. The Company has the right to repay the Tiger Trout Note at anytime, with a 10%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The Tiger Trout Note is convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021.

During the nine months ended September 30, 2022, the Company repaid in full the remaining $200,000 balance of the Tiger Trout Note.

1800 Diagonal Lending LLC. In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 and a one-time interest charge of $25,102, with principal and interest payable in 10 equal monthly payments of $25,330.20 beginning in May 2022. The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

As of September 30, 2022, the Company was current in its repayment obligations under the 1800 Diagonal Note #1 and the 1800 Diagonal Note #1 had a remaining balance of $126,651 at September 30, 2022.

Talos Victory Fund, LLC. In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), with OID of $13,500, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

In August 2022, $7,000 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	7,000	$	0.001		7,000,000
Total Converted: $7,000				Total Shares: 7,000,000

At September 30, 2022, the Talos Note #1 had a remaining balance of $135,000

Mast Hill Fund, L.P. In May 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $25,000, commissions of $18,000 and legal fees of $7,000. The Mast Hill Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

At September 30, 2022, the Mast Hill Note #1 had a remaining balance of $250,000.

GS Capital Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

As of September 30, 2022, the Company was current in its repayment obligations under the GS Capital Note #1 and the GS Capital Note #1 had a remaining balance of $70,560 at September 30, 2022.

Boot Capital, LLC. In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $56,000 in proceeds. In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600, commissions of $3,360 and legal fees of $2,500. The Boot Capital Note #1 is due in August 2023 and is convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4.99% equity blocker.

At September 30, 2022, the Boot Capital Note #1 had a remaining balance of $61,600.

At September 30, 2022, the Mast Hill Note #2 had a remaining balance of $145,000.

6. COMMON STOCK

Common Stock Issued for Debt Conversions

Nine Months Ended September 30, 2022

In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	15,146	$	0.001		15,146,188
Total Converted: $15,146				Total Shares: 15,146,188

In July 2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	9,854	$	0.001		9,853,810
Total Converted: $9,854				Total Shares: 9,853,810

In August 2022, $7,000 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	7,000	$	0.001		7,000,000
Total Converted: $7,000				Total Shares: 7,000,000

Common Stock Issued for Cash

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company did not issued shares of common stock for cash.

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2021, the Company sold a total of 6,437,500 shares of its common stock for a total of $245,000, or an average of $0.038 per share, under its first Regulation A Offering (SEC File No. 024-11215). Also, during the nine months ended September 30, 2021, the Company sold a total of 51,700,000 shares of its common stock for a total of $775,500, or $0.015 per share, under its second Regulation A Offering (SEC File No. 024-11621).

Common Stock Issued for Services

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023

In ~~January~~April 2022, the Company entered into aan ~~consulting~~executive services agreement with a ~~third~~former ~~party~~executive officer, pursuant to which it iswas obligated to issue $71,~~500~~000,000 shares of its common stock ~~for~~upon ~~each~~execution ~~month~~of such agreement, then 500,000 shares of ~~the~~its ~~six-month~~common ~~term~~stock on each of ~~such~~July ~~agreement.~~1, ~~During~~2022, ~~the~~October ~~nine~~1, ~~months~~2022, ~~ended~~January ~~September~~1, 302023, and April 1, 2023. At December 31, 2022, the Company ~~issued~~was obligated to issue a total of 2,~~300~~000,000 shares of its common stock pursuant to this agreement, ~~which~~the ~~shares~~total ~~were~~value ~~valued~~of atwhich, $3420,~~500.~~000, Atis ~~September~~included ~~30,~~in ~~2022,~~ the Company’s ~~was~~accounts ~~obligated~~payable toat ~~issue~~December ~~$22~~31,~~500~~ in2022. ~~shares~~All of2,000,000 ~~its~~shares ~~common~~were ~~stock~~issued ~~pursuant~~subsequent to ~~this~~December ~~agreement~~31, ~~which~~2022. ~~amount~~In isaddition, ~~included~~during inthe three months ended March 31, 2023, the Company’s ~~accounts~~issued ~~payable~~500,000 atshares ~~September~~under 30this agreement, ~~2022~~which shares were valued at $5,000.

InThree ~~April~~Months ~~2022,~~Ended ~~the~~March ~~Company entered into an executive services agreement with its Executive Vice President~~31, ~~William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1,~~ 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $25,000, is included in the Company’s accounts payable at September 30, 2022.

~~Nine~~In ~~Months~~January ~~Ended~~2022, ~~September~~the 30Company entered into a consulting agreement with a third party, ~~2021~~pursuant to which it is obligated to issue $7,500 of its common stock for each month of the six-month term of such agreement. Subsequent to March 31, 2022, the Company issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $22,500, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022.

InCommon ~~September~~Stock ~~2021,~~Issued ~~the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $3,000 of its common stock~~ for ~~each~~Debt ~~month of the three-month term of such agreement, in arrears.~~Conversions

InTalos ~~July~~Victory ~~2021~~Fund, ~~the~~LLC. ~~Company~~During ~~entered~~the ~~into~~three amonths ~~consulting~~ended ~~agreement~~March ~~with a third party~~31, ~~pursuant to which it is obligated to issue 167~~2023,~~000~~ ~~shares of its common stock for each month of~~ the ~~six-month~~Talos ~~term~~Note of#1 ~~such~~was ~~agreement,~~repaid ain ~~total~~full ofthrough ~~1,002,000~~conversion ~~shares,~~into ~~which~~ shares ~~were~~of ~~valued~~the atCompany’s ~~$0.039~~common ~~per share~~stock, oras ~~$39,078, in the aggregate.~~follows:

In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate.

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
Total Converted: $106,500				Total Shares: 106,500,000

In10 ~~May~~Table ~~2021, the Company issued 8,000,000 shares~~ of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.0313 per share, or $250,400, in the aggregate. The term of the consulting agreement expires in May 2022.Contents

InMast ~~April~~Hill ~~2021~~Fund, ~~the~~L.P. ~~Company~~During ~~issued~~the ~~450,000~~three ~~shares~~months ofended ~~common~~March ~~stock~~31, to2023, a$36,650 ~~third-party~~in ~~consultant~~principal ~~pursuant~~and ~~to a consulting agreement~~$5,250 ~~which~~in ~~shares~~fees ~~were~~on ~~valued~~the atMast ~~$0.03~~Hill ~~per~~Note ~~share,~~#1 orwas ~~$13,500,~~repaid inthrough ~~the~~conversion ~~aggregate.~~into ~~The~~shares ~~term~~ of the ~~consulting~~Company’s ~~agreement~~common ~~expired~~stock, inas ~~June 2021.~~follows:

In February 2021, the Company issued 2,000,000 shares of its common stock to a third party as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate.

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
	Total Converted: $36,650				Total Shares: 41,900,000

~~Pursuant~~Boot ~~to a consulting agreement~~Capital, inLLC. ~~January,~~During ~~February and March 2021,~~ the ~~Company~~three ~~issued~~months aended ~~total~~March ~~of 150~~31,~~000~~ ~~shares (50~~2023,~~000~~ ~~shares each month) of its common stock to a third-party consultant~~$17,700 ~~which~~in ~~shares~~principal ~~were~~on ~~valued~~the atBoot ~~$0.0406~~Capital ~~per~~Note ~~share~~#1 ~~($2,030,~~was inrepaid ~~the~~through ~~aggregate),~~conversion ~~$0.0534~~into ~~per~~shares ~~share~~of ~~($2,670, in~~ the ~~aggregate)~~Company’s ~~and~~common ~~$0.0436 per share ($2~~stock,~~180,~~ inas ~~the aggregate), respectively.~~follows:

Common Stock Issued for Warrant Exercise

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
	Total Converted: $17,700				Total Shares: 68,541,667

InNOTE ~~August 2022, the Company issued 5,062,500 shares of common stock upon the exercise of a portion of the Talos Warrants~~7. ~~The exercise of the Talos Warrants was on a cashless basis.~~WARRANTS

14At March 31, 2023, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants:

Cancellation of Common Stock

Outstanding as of December 31, 2022			421,282,935
Granted			---
Exchanged for common shares			---
Outstanding as of March 31, 2023			421,282,935

InNOTE August 2022, pursuant to two Exchange Agreements, a total of 99,063,659 shares of common stock were cancelled and returned to the status of authorized and unissued in exchange for a total of 28,500 shares of Series A Preferred Stock8. ~~(See~~NEW ~~Note~~MITEXSTREAM ~~7 Preferred Stock and Note 9. Securities Exchange Agreements).~~AGREEMENT

7. PREFERRED STOCK

In August 2022, pursuant to two Exchange Agreements a total of 28,500 shares of Series A Preferred Stock were issued in exchange for a total of 99,063,659 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued. (See Note 9. Securities Exchange Agreements and Note 12 Amendments to Articles of Incorporation).

8. WARRANTS

Talos Victory Fund, LLC. In connection with the Talos Note #1, we issued to Talos Victory Fund 7,593,750 cashless warrants (the “Talos Note #1 Warrants”) with an exercise price of $0.008 per share. In August 2022, the Company issued 5,062,500 shares of common stock upon the exercise of a portion of the Talos Note #1 Warrants. The exercise of the Talos Note #1 Warrants was on a cashless basis.

Mast Hill Fund, L.P. In connection with the Mast Hill Note #1, we issued to Mast Hill Fund 14,062,500 cashless warrants (the “Mast Hill Fund Note #1 Warrants”) with an exercise price of $0.008 per share. In August 2022, the Company issued 9,375,000 shares of common stock upon the exercise of a portion of the Mast Hill Fund Note #1 Warrants. The exercise of the Mast Hill Fund Note #1 Warrants was on a cashless basis.

Additionally, in connection with the Mast Hill Note #2, the company issued to Mast Hill Fund 40,000,000 cashless warrants (the “Mast Hill Fund Note #2 Warrants”) with an exercise price of $0.0055 per share. The relative fair value associated with the warrants is $13,368 and has been recorded as a debt discount and will be amortized over the life of the note.

GS Capital Partners, LLC. In connection with the GS Capital Note #1, we issued to GS Capital 4,000,000 cashless warrants (the “GS Capital Warrants”) with an exercise price of $0.008 per share. The relative fair value associated with the warrants is $4,449 and has been recorded as a debt discount and will be amortized over the life of the note.

J.H. Darbie & Co. As a placement agent fee in connection with the Talos Note #1, in May 2022, the Company issued to J.H. Darbie & Co. (“Darbie”) 1,215,000 cashless warrants (the “Darbie Placement #1 Warrants”) with an exercise price of $0.008 per share.

As a placement agent fee in connection with the Mast Hill Note #1, in May 2022, the Company issued to Darbie 2,250,000 cashless warrants (the “Darbie Placement #2 Warrants”) with an exercise price of $0.008 per share. The relative fair value associated with the warrants is $3,485 and has been recorded as a debt discount and will be amortized over the life of the note.

As a placement agent fee in connection with the Mast Hill Note #2, in September 2022, the Company issued to Darbie 2,130,613 cashless warrants (the “Darbie Placement #3 Warrants”) with an exercise price of $0.0049 per share. The relative fair value associated with the warrants is $2,072 and has been recorded as a debt discount and will be amortized over the life of the note.

9. SECURITIES EXCHANGE AGREEMENTS

In August 2022, the Company entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”) with its officers and directors: (a) Fabian G. Deneault (the “Deneault Agreement”), President and a Director of the Company, (b) Newlan & Newlan, Ltd. (the “Newlan Agreement”), a law firm owned by Eric Newlan, Vice President, Secretary and a Director of the Company, and L. A Newlan, Jr., a Director of the Company, (c) William E. Sluss (the “Sluss Agreement”), Chief Financial Officer and a Director of the Company, (d) EFT Holdings, Inc. (the “EFT Holdings Agreement”), a company controlled by Jack Jie Qin, a Director of the Company, (e) EF2T, Inc. (the “EF2T Agreement”), a company owned by Mr. Qin, and (f) Astoria LLC (the “Astoria Agreement”), a company controlled by Mr. Qin.

Pursuant to the Exchange Agreements, the Company is to issue a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,972,996 shares of its common stock, as follows:

Exchange Agreement	Number of Sharesof Common Stockto be Exchanged	Number of Shares ofSeries A Preferred Stockto be Issued
Deneault Agreement	49,746,253 shares	14,250 shares
Newlan Agreement	49,317,406 shares	14,250 shares
Sluss Agreement	1,615,002 shares	1,000 shares
EFT Holdings Agreement	18,221,906 shares	9,778 shares
EF2T Agreement	2,240,768 shares	1,202 shares
Astonia Agreement	2,831,661 shares	1,520 shares
	123,972,996 shares	42,000 shares

As of September 30, 2022, the Deneault Agreement and the Newlan Agreement had been completed, such that a total of 28,500 shares of Series A Preferred Stock had been issued in exchange for a total of 99,063,659 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued.

10. RELATED PARTY TRANSACTIONS

Common Stock Issued for Services

In April 2022, the Company entered into an executive services agreement with its Executive Vice President, William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $34,500, is included in the Company’s accounts payable at September 30, 2022.

Advances from Related Parties

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company obtained $70,500 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. The funds were used to make payment on the 1800 Diagonal Note #1 and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, the Company owed Touchstone $70,500.

During the nine months ended September 30, 2022, the Company obtained an advance from its President, Fabian G. Deneault, in the amount of $10,000. The funds were used for marketing expenses. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, the Company owed Mr. Deneault $10,000.

At September 30, 2022, the Company owed Atonia LLC $4,470 in principal and EF2T, Inc. $773.

Nine Months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows:

In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2021, such loan had been repaid in full.

At September 30, 2021, the Company owed Atonia LLC $4,470 in principal and EF2T, Inc. $773.

Stock Issued for Bonus

In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $.03 per share, or $15,000, in the aggregate.

New Mitexstream Agreement

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

	New MiteXstream Agreement	Original MiteXstream Agreement
Term	December 31, 2080	Initial terms of 10 years, with one 10-year renewal term
Territory	Worldwide Exclusive (1)	United States and Canada
Royalty	$10.00 per gallon manufactured	Effective royalty of an estimated $50 per gallon
Minimums	2,500 gallons of concentrate manufactured per year (2)	$20,000 of product per year
Sublicensing	Right to sublicense granted	No right to sublicense
Trademarks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”	For no extra consideration, rights granted to use “MiteXstream”

(1)~~(2)~~ Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.(2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.

The disinterested Directors of the Company approved the New MiteXstream Agreement.

~~Facility~~11 ~~Lease~~Table of Contents

~~In May 2020, a Company subsidiary, Black Bird Potentials, Inc~~9. ~~(“BBPotentials”),~~INTANGIBLE entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one of the Company’s directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the leased facility for storage, at no charge.ASSET

11The Company had an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and was being amortized over 18 months. ~~LOANS~~The ~~PAYABLE~~Company –recorded ~~RELATED~~amortization ~~PARTIES~~expense in the amount of $0 and $31,667 for the periods ended March 31, 2023 and 2022, respectively. As of December 31, 2022, the intangible asset had been completely amortized.

~~Nine~~10. ~~Months~~CONVERTIBLE ~~Ended~~PROMISSORY ~~September~~NOTES ~~30,~~– ~~2022~~THIRD PARTIES

~~During~~Tri-Bridge Ventures LLC. In April 2020, the ~~nine~~Company ~~months~~obtained ~~ended~~a ~~September~~loan 30in the amount of $25,000 ~~2022~~from Tri-Bridge Ventures LLC. In consideration of such loan, the Company ~~obtained~~issued noa ~~loans~~$25,000 ~~from~~face ~~related~~amount ~~parties~~convertible promissory note (the “Tri-Bridge Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. Tri-Bridge Note is convertible into shares of the Company’s common stock at the rate of one share for each $.001 of debt converted anytime after August 30, 2020.

~~Nine~~During ~~Months~~the ~~Ended~~year ~~September~~ended 30December 31, ~~2021~~2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock.

~~During~~At ~~the~~March ~~nine~~31, ~~months~~2023 ~~ended~~and ~~September 30~~2022, ~~2021,~~accrued ~~the~~interest ~~Company~~on ~~obtained~~the anTri-Bridge ~~advance~~Note ~~from~~was ~~one~~$-0- ~~of its officers~~ and ~~directors~~$4, ~~Eric Newlan~~370, ~~as follows:~~respectively.

InTiger ~~June~~Trout ~~2021~~Capital Puerto Rico, MrLLC. ~~Newlan~~In ~~advanced~~September ~~the sum of $93~~2021,~~732.70~~ to the Company. ~~The~~obtained ~~funds~~a ~~were~~loan ~~used~~from toTiger ~~repay~~Trout ~~the~~Capital ~~EMA~~Puerto ~~Financial~~Rico, ~~Note~~LLC ~~(the~~which ~~total~~netted ~~repayment~~the ~~amount~~Company ~~was~~ $93250,~~697.70:~~000 ~~$61,119~~in proceeds.80 inIn ~~principal;~~consideration $3of such loan,~~499.30~~ inthe ~~interest;~~Company ~~and~~issued a $29500,~~078.60~~000 asface aamount ~~prepayment~~convertible ~~premium).~~promissory ~~Such~~note ~~funds~~(“Tiger ~~were~~Trout ~~obtained~~Note”), aswith aOID ~~loan~~of on$250,000, ~~open~~with ~~account,~~principal ~~accrue~~due noin ~~interest~~September ~~and~~2022. ~~are~~During ~~due~~the onthree ~~demand.~~months Atended ~~September~~March 3031, ~~2021~~2022, ~~such~~the ~~loan~~Company ~~had~~repaid ~~been~~ in full the remaining $200,000 balance of the Tiger Trout Note.

At1800 ~~September~~Diagonal ~~30,~~Lending ~~2021~~LLC. In March 2022, the Company ~~owed~~obtained ~~Atonia~~a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $4200,~~470~~000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 recorded as a debt discount and a one-time interest charge of $25,102, with principal and ~~EF2T~~interest payable in 10 equal monthly payments of $25,330.20 ~~Inc~~beginning in May 2022. ~~$773~~The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

The 1800 Diagonal Note #1 was paid in full during the three months ended March 31, 2023.

Talos Victory Fund, LLC. In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), with OID of $13,500 recorded as a debt discount, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

During the three months ended March 31, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
	Total Converted: $106,500				Total Shares: 106,500,000

At March 31, 2023, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively.

Mast Hill Fund, L.P. In May 2002, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $25,000 recorded as a debt discount, commissions of $18,000 and legal fees of $7,000. The Mast Hill Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker.

In December 2022, the Mast Hill Note #1 was amended to increase the principal by $100,000, which amount represents financing fees. Also in December 31, 2022, the Company repaid $100,000 in principal of the Mast Hill Note #1.

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During the three months ended March 31, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
Total Converted: $36,650				Total Shares: 41,900,000

At March 31, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $240,500 .

GS Capital Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500 recorded as a debt discount, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

As of March 31, 2023, the Company was delinquent in its repayment obligations under the GS Capital Note #1. The GS Capital Note #1 had a remaining balance of $28,000 and $42,000 at March 31, 2023, and December 31, 2022, respectively.

Boot Capital, LLC. In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $56,000 in proceeds. In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600 recorded as a debt discount, commissions of $3,360 and legal fees of $2,500. The Boot Capital Note #1 is due in August 2023 and is convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4.99% equity blocker.

During the three months ended March 31, 2023, $17,700 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
	Total Converted: $17,700				Total Shares: 68,541,667

At March 31, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $43,900 and $61,600, respectively.

Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $130,500 in proceeds. In consideration of such loan, the Company issued a $145,000 face amount promissory note (the “Mast Hill Note #2”), with OID of $14,500 recorded as a debt discount, commissions of $10,440 and legal fees of $3,000. The Mast Hill Note #2 is due in September 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0025 per share, subject to a 4.99% equity blocker.

At March 31, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $145,000.

1800 Diagonal Lending LLC. In November 2022, the Company obtained a loan from 1800 Diagonal Lending LLC which netted the Company $100,000 in proceeds. In consideration of such loan, the Company issued a $103,750 face amount convertible promissory note (“1800 Diagonal Note #2”) bearing interest at 10% per annum, with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at a premium ranging from 120% to 125% of the face amount. The 1800 Diagonal Note #2 is convertible into shares of the Company’s common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023.

At March 31, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $103,750.

Mast Hill Fund, L.P. In December 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $179,650 in proceeds. In consideration of such loan, the Company issued a $223,000 face amount senior secured promissory note (the “Mast Hill Note #3”), with OID of $22,300 recorded as a debt discount, commissions of $16,050 and legal fees of $5,000. The Mast Hill Note #3 is due in December 2023 and is convertible into shares of our common stock at any time at a conversion price of $0.001 per share, subject to a 4.99% equity blocker. In connection with the Mast Hill Note #3, we issued to Mast Hill 223,000,000 cashless warrants with an exercise price of $.001 per share. Additionally, we issued 11,468,572 cashless warrants with an exercise price of $0.0014 per share to Darbie, as a placement agent fee, in connection with the Mast Hill Note #3.

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At March 31, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $223,000.

1800 Diagonal Lending LLC. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $125,330.20 in proceeds. In consideration of such loan, the Company issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. The Company has the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

At March 31, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $115,655.

11. STOCKHOLDER RECEIVABLE

At March 31, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock.

12. AMENDMENTS OF ARTICLES OF INCORPORATION

~~Certificates~~In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports.

In ~~January~~February ~~2020~~2021, the Company amended its Articles of Incorporation to ~~change~~increase ~~its~~the ~~corporate~~number ~~name~~of toauthorized ~~“Black~~shares ~~Bird~~of ~~Potentials~~its ~~Inc.”~~common ~~and~~stock ~~submitted such filing~~ to ~~FINRA for approval thereof~~325,000,000. ~~FINRA~~The ~~did not approve such filing, due to an extended passage of time from the~~ Company’s ~~initial~~also ~~filing~~amended ~~and~~ its ~~being~~Articles ~~late~~of inIncorporation ~~filing~~subsequent ~~certain~~to ~~periodic~~March ~~reports~~31, 2021.

In April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.”

In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000.

In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock.

In November 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 2,500,000,000 shares.

Certificate of Designation – Series A Preferred Stock

In August 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations:

Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series A Preferred Stock and the number of shares so designated shall be Forty-Two Thousand (42,000). Each share of the Series A Preferred Stock shall have a par value of $0.001.

Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.

Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

(a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus ~~(b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.~~

(b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

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Dividends. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Conversion and Adjustments.

Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:

Each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of the Company’s common stock that equals one percent (1.00%) of the number of issued and outstanding shares of the Company’s common stock outstanding on the date of conversion (the “Conversion Rate”).

No Partial Conversion. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.

Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.

Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.

Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.

1813. RELATED PARTY TRANSACTIONS

~~13.~~Advances ~~NEW~~from ~~MITEXSTREAM~~Related ~~AGREEMENT~~Parties

InThree ~~February~~Months ~~2021,~~Ended ~~Black~~March ~~Bird entered into a Manufacturing~~31, Sales and Distribution License Agreement (the New MiteXstream Agreement) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the Original MiteXstream Agreement) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:2023

	New MiteXstream Agreement	Original MiteXstream Agreement
Term	December 31, 2080	Initial terms of 10 years, with one 10-year renewal term
Territory	Worldwide Exclusive (1)	United States and Canada
Royalty	$10.00 per gallon manufactured	Effective royalty of an estimated $50 per gallon
Minimums	2,500 gallons of concentrate manufactured per year (2)	$20,000 of product per year
Sublicensing	Right to sublicense granted	No right to sublicense
Trademarks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”	For no extra consideration, rights granted to use “MiteXstream”

During the three months ended March 31, 2023, the Company obtained $25,046 in advances from related parties.

~~(1)(2)~~Three ~~Exclusivity~~Months ~~ends~~Ended ~~and~~March ~~becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.The minimum (2,500 gallons per year) is deemed to have been satisfied through December~~ 31, 2022.

~~The~~During ~~disinterested~~the ~~Directors~~three ofmonths ended March 31, 2022, the Company ~~approved~~obtained ~~the~~no ~~New~~advances ~~MiteXstream~~from ~~Agreement~~related parties.

~~14.~~New ~~ASSET~~Mitexstream ~~PURCHASE AGREEMENT~~Agreement

In ~~December~~February ~~2020~~2021, aBlack ~~newly-formed~~Bird ~~subsidiary~~entered ofinto ~~the~~a ~~Company~~Manufacturing, ~~Big~~Sales ~~Sky~~and ~~American~~Distribution ~~Dist.,~~License ~~LLC,~~Agreement ~~a Montana limited liability company~~ (the “~~Big~~New ~~Sky~~MiteXstream ~~American~~Agreement”), ~~which~~with ~~distributes~~a ~~the~~related ~~Company’s~~party, ~~Grizzly~~Touchstone ~~Creek~~Enviro ~~Naturals~~Solutions, ~~CBD and other products~~Inc., ~~entered~~which ~~into~~replaced ana ~~asset~~prior ~~purchase~~similar agreement (the “~~Big~~Original ~~Sky~~MiteXstream ~~APA~~Agreement”), ~~whereby~~and itserved ~~purchased~~to ~~certain~~expand ~~distribution-related~~Black ~~assets~~Bird’s ~~associated~~rights with ~~approximately~~respect ~~200~~to ~~retail locations in Western Montana for $200~~MiteXstream,~~000~~ inan ~~cash,~~EPA-registered ~~in February 2021~~biopesticide. The ~~purchased~~New ~~assets~~MiteXstream ~~consisted~~Agreement ofcontains ~~$10,000~~the offollowing ~~furniture~~important ~~and~~provisions ~~equipment~~as ~~and~~compared ~~$190,000~~to ofthe anOriginal ~~intangible~~MiteXstream ~~asset, a customer list, which is being amortized over 18 months.~~Agreement:

15. INTANGIBLE ASSET

	New MiteXstream Agreement	Original MiteXstream Agreement
Term	December 31, 2080	Initial terms of 10 years, with one 10-year renewal term
Territory	Worldwide Exclusive (1)	United States and Canada
Royalty	$10.00 per gallon manufactured	Effective royalty of an estimated $50 per gallon
Minimums	2,500 gallons of concentrate manufactured per year (2)	$20,000 of product per year
Sublicensing	Right to sublicense granted	No right to sublicense
Trademarks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”	For no extra consideration, rights granted to use “MiteXstream”
	(1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.

~~The~~15 ~~Company~~Table ~~has an intangible asset related to the purchase~~ of ~~product distribution assets in the amount of $190,000, which is for a customer list and is being amortized over 18 months. The asset has been fully amortized as of September 30, 2022.~~Contents

~~16.~~The ~~STOCKHOLDER~~disinterested ~~RECEIVABLE~~Directors of the Company approved the New MiteXstream Agreement

At September 30, 2022 and 2021, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird14. ~~The~~LOANS ~~stockholder~~PAYABLE ~~receivable~~– ~~relates~~RELATED ~~to 42,885 shares of Company common stock.~~PARTIES

~~17.~~Three ~~SUBSEQUENT~~Months ~~EVENTS~~Ended March 31, 2023

~~Convertible~~During ~~Promissory~~the ~~Note~~three months ended March 31, 2023, the Company obtained $25,046 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of March 31, 2023, the Company owed Mr. Newlan the amount of $25,681.

~~1800~~As ~~Diagonal~~of ~~Lending~~March ~~LLC.~~31, ~~In November~~ 2022, the Company ~~obtained~~owed ~~a loan from 1800 Diagonal Lending LLC which netted the Company~~ $~~100~~68,~~000~~800 into ~~proceeds.~~Touchstone InEnviro ~~consideration of such loan~~Solutions, ~~the~~Inc. ~~Company issued a $103,750 face amount convertible promissory note~~ (“~~1800 Diagonal Note #2~~Touchstone”) ~~bearing interest at 10% per annum~~, ~~with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at~~ a ~~premium~~company ~~ranging~~owned ~~from~~by ~~120%~~three ~~to 125%~~ of the ~~face amount. The 1800 Diagonal Note #2 is convertible into shares of the~~ Company’s ~~common~~officers ~~stock~~and atdirectors, aFabian ~~conversion~~G. ~~price~~Deneault, ~~equal~~L. toA. ~~65%~~Newlan, ~~multiplied~~Jr. byand ~~the~~Eric ~~average~~Newlan. ofSuch ~~the~~amount ~~two~~accrues ~~lowest~~no ~~trading~~interest ~~prices~~and ofis ~~the~~due ~~Company’s~~on ~~common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023~~demand.

As of March 31, 2022, the Company owed $4,400 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand.

As of March 31, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest.

Three Months Ended March 31, 2022

During the three months ended March 31, 2022, the Company did not obtain any loans from related parties. As of March 31, 2022, the Company owed Astonia LLC $5,242 in principal and $268 in accrued and unpaid interest.

15. LEASE

The Company entered into a lease agreement for office space in Argyle, Texas, beginning January 9, 2023, and ending on January 31, 2025. The monthly rents over the 24-month period amount to $1,450. An operating lease liability calculated using a discount rate of 4.19% and a right of use asset of $17,195 were recorded at the lease commencement date of January 9, 2023. The balance of the right of use asset and the related lease liability for this lease were $15,327 and $15,327, respectively, at March 31, 2023. Operating lease costs associated with this lease were $1,868, for the period ended March 31, 2023.

Future minimum lease payments under the operating leases are as follows:

Period Ended March 31,	Amount
2023	$	6,525
2024		8,700
2025		725
Total minimum lease payments		15,950
Less: amount of lease payments representing interest		(623	)
Present value of future minimum lease payments		15,327
Less: current liability under lease		(6,128	)
Long-term lease liability	$	9,199

In January 2023, the Company entered into a lease for the operating facility described below.

Address

Description

Use

Yearly Rent

Expiration Date

11961 Hilltop Road

Building 7 – Suite 22

Argyle, Texas 76226

Office/Warehouse

(1,500 sq. ft.)

Administrative/ Warehousing

8,700

January 31, 2025

The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII), an affiliate the Company. By agreement with Petro X Solutions, each party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450.

Table of Contents

16. SUBSEQUENT EVENTS

Common Stock Issued for Debt Conversions

GS Capital Partners, LLC. Subsequent to March 31, 2023, $8,700 in principal and $960 in interest on the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	4,800	$	0.000203125		26,194,560
	3,900		0.00017875		26,057,678
	Total Converted: $8,700				Total Shares: 52,252,238

Mast Hill Fund, L.P. Subsequent to March 31, 2023, $15,060 in interest on the Mast Hill Note #2 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	15,060	$	0.0003		50,200,000
Total Converted: $15,060				Total Shares: 50,200,000

Loans From a Related Party

Subsequent to March 31, 2023, the Company has obtained a total of $21,000 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay operating expenses of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand.

Other

Management has evaluated subsequent events through ~~November~~May 1422, ~~2022~~2023.

1917 Table of Contents

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

Effects of COVID-19

The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business, as well as to obtain needed inventory, due to supply chain delays. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.

Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic. Further, our product manufacturing operations have experienced no negative consequences attributable to the COVID-19 pandemic, inasmuch as these operations involve a limited number of persons.

For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.

Basis of Presentation

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section includes financial results of our company, Black Bird Biotech, Inc., including its subsidiaries, Black Bird Potentials Inc. (BB Potentials), Big Sky American Dist., LLC (Big Sky American) and Black Bird Hemp Manager, LLC, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022.

Cautionary Statement

The following discussion and analysis should be read in conjunction with our financial statements and related notes, ~~that~~beginning ~~appear~~on ~~elsewhere~~page ~~herein~~F-1 of this Quarterly Report.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties~~, including those described herein under “Disclosure Regarding Forward-Looking Statements~~.” We assume no obligation to update any of the forward-looking statements included herein.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

	·	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	·	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	·	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

	·	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Critical Accounting Policies

In General. Our accounting policies are discussed in detail in the footnotes to our financial statements beginning on page F-1. We consider our critical accounting policies related to revenue recognition, inventory and fair value of financial instruments.

2018 Table of Contents

Change in Accounting Principle. In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. Our company has early-adopted ASU 2020-06 for the year beginning January 1, 2021.

Overview and Outlook

Through BB Potentials, our company is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide (EPA Reg. No. 95366-1) effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew. Also through BB Potentials, we manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American distributes our Grizzly Creek Naturals products, as well as an array of other consumer retail products, in Western Montana. In addition, for 2020 and 2021, BB Potentials was a licensed grower of industrial hemp under the Montana Hemp Pilot Program and, in connection therewith, established “Black Bird American Hemp” as the brand name under which these efforts were to be conducted. For the foreseeable future, we have suspended our hemp-related efforts.

Principal Factors Affecting Our Financial Performance

Our future operating results can be expected to be primarily affected by the following factors:

	·	our ability to establish and maintain the value proposition of our MiteXstream biopesticide, vis-a-vis other available pest control products;
	·	our ability to generate sales channels for MiteXstream; and
	·	our ability to contain our operating costs.

Recent Developments

Spire+. In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.

Sales Executive Officer. Following our executing the agreement with Spire+, in April 2022, we hired William J. LoBell to serve as our Executive Vice President of Sales and Development. In addition to working directly with Spire+ to expand sales of MiteXstream, Mr. LoBell seeks to establish additional sales channels for the biopesticide product.

Distribution Agreement. In August 2022, we entered into a distribution agreement with a Chicago-based distributor of spa-quality personal products for our Grizzly Creek NaturalsTM CBD product line.

CBD Marketing Program. In August 2022, we announced the establishment of an Affiliate Sales Program for our Grizzly Creek NaturalsTM CBD product line. This program is expected to launch in late November 2022.

Results of Operations

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023 (“Interim ~~2022~~2023”) and ~~2021~~2022 (“Interim ~~2021~~2022”). Our 2021 purchase of certain distribution-related assets pursuant to the Big Sky APA was made with an expectation that an immediately accessible larger number of retail locations would allow us to increase more quickly sales of our CBD products. Big Sky American, since beginning its consumer product distribution operations in Northwest Montana in April 2021, has had a positive impact on our operating results, when compared to our prior operating results. However, our anticipated increase in sales of our CBD products has not yet occurred. ~~Rather~~During Interim 2023, sales of non-CBD consumer products, inwe ~~large~~lower ~~measure~~compared to prior periods, ~~accounted~~which ~~for~~followed a trend beginning during the ~~overall~~summer ~~increase~~of in2022, ~~our~~when ~~product~~Western ~~sales~~Montana ~~for~~experiences ~~Interim~~a ~~2022~~significant reduction in tourism. During Interim ~~2022~~2023, sales of MiteXstream ~~improved~~were relatively small, though slightly higher from ~~Interim~~the fourth quarter of 2022, ~~but~~as ~~were~~we ~~not~~began ~~significant~~to place product in Ace Hardware stores across Montana.

21During Interim 2023, our business operations generated $7,385 (unaudited) in revenues from sales with a cost of goods sold of $3,999 (unaudited), resulting in a gross profit of $3,386 (unaudited). During Interim 2022, our business operations generated $13,802 (unaudited) venues from sales with a cost of goods sold of $7,970 (unaudited), resulting in a gross profit of $5,832 (unaudited).

During Interim ~~2022~~2023, ~~our~~we ~~business~~incurred ~~operations~~operating ~~generated~~expenses of $7086,~~484~~160 (unaudited), inwhich ~~revenues~~were ~~from~~comprised ~~product~~of ~~sales~~$175 ~~with~~(unaudited) ain ~~cost~~website ofexpenses, ~~goods~~$1,118 ~~sold~~(unaudited) ofin depreciation and amortization, $387,~~984~~350 (unaudited), ~~resulting~~ in alegal ~~gross~~and ~~profit~~professional ofservices, $312,~~500~~582 (unaudited). ~~During~~in ~~Interim~~rent, ~~2021~~$4,325 ~~our~~(unaudited) ~~business~~in ~~operations~~license ~~generated~~fee and $8170,~~906~~610 (unaudited) in ~~revenues~~general ~~from~~and ~~product~~administrative ~~sales~~expense, ~~with~~resulting in a ~~cost~~net ofoperating ~~goods~~loss ~~sold~~ of $6382,~~239~~774 (unaudited). In addition, ~~resulting~~we inincurred atotal ~~gross~~other ~~profit~~expense of $18184,~~667~~160 (unaudited)., ~~Our~~which ~~reduced~~was ~~revenues~~comprised isof ~~attributable~~$184,261 ~~primarily~~(unaudited) toin ainterest ~~significant~~expense ~~reduction~~offset inby ~~Summer~~$101 ~~tourism~~(unaudited) in ~~Western~~interest ~~Montana~~income, ~~due~~resulting toin ~~high gasoline prices. However, we had~~ a ~~higher~~net ~~gross~~loss ~~profit~~ for Interim ~~2022,~~2023 ~~due to higher sales~~ of ~~Mitexstream~~$266,934 ~~that carries a greater per-unit margin than other products we sell~~(unaudited).

During Interim 2022, we incurred operating expenses of $1508,~~105,533~~852 (unaudited), which were comprised of $~~286~~63,~~630~~100 (unaudited) in consulting services, $41,~~358~~720 (unaudited) in website expenses, $1232,~~597~~785 (unaudited) in depreciation and amortization, $5,100 (unaudited) in legal and professional services, $31,~~600~~800 (unaudited) in rent, $~~221~~102,~~800~~245 (unaudited) in advertising and marketing expense, $16,998 (unaudited) in license fee and $~~559~~285,~~550~~104 (unaudited) in general and administrative expense, resulting in a net operating loss of $(1503,~~074,033)~~020 (unaudited). In addition, we incurred ~~amortization expense of $84,444 (unaudited),~~ interest expense of $~~255~~167,~~913~~338 (unaudited) ~~and depreciation expense of $3~~,~~355~~ ~~(unaudited),~~ resulting in a net loss for Interim 2022 of $(1670,~~417,745)~~358 (unaudited).

~~During~~We ~~Interim~~expect ~~2021,~~that weour ~~incurred~~revenues ~~operating~~will ~~expenses~~increase offrom ~~$738,632~~quarter ~~(unaudited),~~to ~~which~~quarter ~~were~~beginning ~~comprised~~with ofthe ~~$241,426~~third ~~(unaudited)~~quarter inof ~~consulting services $119~~2023,~~650~~ ~~(unaudited)~~as ofsales ~~which was paid by the issuance~~ of ~~common~~MiteXstream ~~stock),~~are ~~$11,355~~expected ~~(unaudited)~~to inincrease ~~website~~from ~~expenses,~~our ~~$48,872~~recently-initiated ~~(unaudited)~~marketing inefforts. ~~legal~~There ~~and~~is ~~professional~~no ~~services,~~assurance ~~$24,008~~that ~~(unaudited)~~such ~~for~~will ~~product~~be ~~license,~~the $8case,~~250~~ ~~(unaudited) in rent, $5,195 (unaudited) in advertising~~ and ~~marketing~~we ~~expense~~expect ~~and~~to ~~$399,256~~incur ~~(unaudited)~~operating inlosses ~~general~~through ~~and~~at ~~administrative~~least ~~expense,~~December ~~resulting in a net operating loss of $(719~~31,~~965)~~ ~~(unaudited)~~2023. ~~In addition~~Further, webecause ~~incurred amortization expense~~ of ~~$73,889~~our ~~(unaudited),~~relative ~~interest~~current ~~expense~~lack of ~~$128,790~~capital ~~(unaudited)~~ and ~~depreciation~~the ~~expense~~current lack of ~~$3,080~~brand ~~(unaudited),~~name ~~resulting~~awareness inof aMiteXstream, ~~net~~we ~~loss~~cannot ~~for~~predict ~~Interim~~the ~~2021~~levels of ~~$(925,724)~~our ~~(unaudited)~~future revenues.

We expect that our revenues will increase from quarter to quarter beginning with the first quarter of 2023, as sales of MiteXstream and Grizzly Creek Naturals products are expected to increase from our recently-initiated marketing efforts. There is no assurance that such will be the case, and we expect to incur operating losses through at least June 30, 2023. Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream, we cannot predict the levels of our future revenues.

Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream and Grizzly Creek Naturals, we cannot predict the levels of our future revenues. However, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business.

~~Plans~~19 ~~for~~Table ~~the~~of ~~Next Six Months~~Contents

~~Substantially~~Plans ~~all of our available capital, financial and human, will be devoted to increasing sales of MiteXstream. Through our agreement with Spire+, we will implement a comprehensive go-to-market strategy~~ for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. In addition, our internal efforts will be focused on developing sales channels outside the scope of the Spire+ efforts. There is no assurance that we will be successful in increasing sales of MiteXstream.2023

InSubstantially ~~August~~all ~~2022~~of our available capital, wefinancial ~~entered~~and ~~into~~human, awill ~~distribution~~be devoted to increasing sales of MiteXstream. Through our marketing consulting agreement with aSpire+, ~~Chicago-based~~we ~~distributor~~are ofimplementing ~~spa-quality~~a ~~personal~~comprehensive ~~products~~go-to-market strategy for ~~our~~MiteXstream, ~~Grizzly~~including ~~Creek~~e-commerce, ~~NaturalsTM~~traditional ~~CBD~~retail ~~product~~and ~~line.~~a ~~Also,~~category-specific indistribution ~~August~~model. ~~2022~~In addition, weour ~~announced~~internal ~~the~~efforts ~~establishment~~will ofbe anfocused ~~Affiliate~~on ~~Sales~~developing ~~Program~~sales ~~for~~channels ~~our~~outside ~~Grizzly~~the ~~Creek~~scope ~~NaturalsTM~~of ~~CBD~~the ~~product~~Spire+ ~~line~~efforts. ~~This~~There ~~program~~ is ~~expected~~no toassurance ~~launch~~that we will be successful in ~~late~~increasing ~~November~~sales ~~2022~~of MiteXstream.

Financial Condition, Liquidity and Capital Resources

~~September~~March 3031, ~~2022~~2023. At ~~September~~March 3031, ~~2022~~2023, our company had $667,~~176~~234 (unaudited) in cash and a working capital deficit of $~~665~~809,~~905~~306 (unaudited), compared to $~~499~~44,~~766~~448 in cash and a working capital deficit of $~~574~~824,~~165~~230 at December 31, ~~2021~~2022. The change in our working capital position from December 31, ~~2021~~2022, to ~~September~~March 3031, ~~2022~~2023, is attributable primarily to our ~~repayment~~inability to increase sales of ~~$200~~our products,~~000~~ inour repayment of debt, the payment of ~~significantly~~ increased marketing expenses and the payment of operating expenses.

Our company’s current cash position of approximately $~~120~~5,000 is not adequate for our company to maintain its present level of operations through the ~~first~~remainder ~~quarter~~ of 2023. We must obtain additional capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Capital Sources. We ~~have~~ derived capital from sales of our common stock and from loans. Our capital sources are described below.

Regulation A Offerings. In May 2020, our company filed an Offering Statement on Form 1-A (File No. 054-11215) (the “Reg A #1”) with the SEC with respect to 70,000,000 shares of common stock, as amended, which was qualified by the SEC on August 4, 2020. During the year ended December 31, 2021, we sold a total of 4,875,000 shares of common stock for a total of $195,000 in cash, under the Reg A #1, which expired by its terms on August 4, 2021. At the end of August 2021, our company filed a second Offering Statement on Form 1-A (File No. 024-11621) (the “Reg A #2”) with the SEC with respect to 100,000,000 shares of common stock, as amended, which was qualified by the SEC on September 9, 2021. During the year ended December 31, 2021, we sold a total of 93,033,333 shares of common stock for a total of $1,395,500 in cash, under the Reg A #2.

Third-Party Loans.

Tri-Bridge Ventures LLC. In April 2020, the Company obtained a loan in the amount of $25,000 from Tri-Bridge Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “Tri-Bridge Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. Tri-Bridge Note is convertible into shares of the Company’s common stock at the rate of one share for each $.001 of debt converted anytime after August 30, 2020. The Tri-Bridge Note was repaid in full through conversion into shares of the Company’s common stock during 2022. At March 31, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.

Tiger Trout Capital Puerto Rico, LLC. In ~~May~~September ~~2022~~2021, the ~~Tri-Bridge~~Company ~~Note~~obtained #1a ~~was~~loan ~~partially~~from ~~repaid~~Tiger ~~through~~Trout ~~conversion~~Capital ~~into~~Puerto ~~shares~~Rico, LLC which netted the Company $250,000 in proceeds. In consideration of such loan, the Company’s ~~common~~issued ~~stock~~a $500,000 asface ~~follows:~~amount convertible promissory note (“Tiger Trout Note”), with OID of $250,000, with principal due in September 2022. During the three months ended March 31, 2022, Company repaid in full the remaining $200,000 balance of the Tiger Trout Note.

Amount Converted		Conversion Price Per Share		Number Shares
$	15,146	$	0.001		15,146,188
Total Converted: $15,146				Total Shares: 15,146,188

1800 Diagonal Lending LLC. In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 recorded as a debt discount and a one-time interest charge of $25,102, with principal and interest payable in 10 equal monthly payments of $25,330.20 beginning in May 2022. The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. The 1800 Diagonal Note #1 was paid in full during the three months ended March 31, 2023.

Talos Victory Fund, LLC. In ~~July~~May ~~2022~~2002, the ~~Tri-Bridge~~Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), ~~was~~with ~~repaid~~OID of $13,500 recorded as a debt discount, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in ~~full~~May ~~through~~2023 ~~conversion~~and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, assubject ~~follows:~~to a 4.99% equity blocker.

Amount Converted		Conversion Price Per Share		Number Shares
$	9,854	$	0.001		9,853,810
Total Converted: $9,854				Total Shares: 9,853,810

Table of Contents

At During ~~September~~the ~~30,~~three ~~2022,~~months ~~and~~ended ~~December~~March 31, ~~2021~~2023, ~~accrued~~the ~~interest~~remaining onbalance of the ~~Tri-Bridge~~Talos Note #1 was ~~$-0-~~repaid ~~and~~in $4full through conversion into shares of the Company’s common stock,~~178,~~ ~~respectively.~~as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
Total Converted: $106,500				Total Shares: 106,500,000

InAt ~~June~~March ~~2021~~31, ~~the~~2023 ~~EMA~~and ~~Note~~2022, ~~was repaid in full in~~ the ~~amount~~Talos ofNote ~~$93,697.70,~~#1 ashad ~~follows:~~a ~~$58,600~~remaining inbalance ~~principal;~~of $~~3,499.30~~-0- ~~in interest;~~ and $31106,~~598.40~~500, ~~as a prepayment premium~~respectively.

~~Power~~Mast UpHill ~~Lending~~Fund, ~~Group Ltd~~L.P. In ~~January~~May ~~2021~~2002, the Company obtained a loan from ~~Power~~Mast UpHill ~~Lending~~Fund, ~~Group Ltd~~L.P. which netted the Company $52200,000 in proceeds. In consideration of such loan, the Company issued a $55250,~~500~~000 face amount ~~convertible~~ promissory note (the “~~Power~~Mast UpHill Note #1”), ~~bearing~~with ~~interest~~OID atof ~~12% per annum~~$25,000 ~~with~~recorded ~~principal~~as ~~and~~a ~~interest~~debt ~~due~~discount, incommissions ~~January~~of ~~2022.~~$18,000 ~~The~~and ~~Company~~legal ~~had~~fees ~~the~~of ~~right~~$7,000. toThe ~~repay~~Mast ~~the~~Hill ~~Power Up~~ Note #1 atis adue ~~premium~~in ~~ranging~~May ~~from~~2023 ~~125%~~and tois ~~145% of the face amount. The Power Up Note #1 was~~ convertible into shares of the Company’s common stock at aany ~~conversion~~time ~~price~~at ~~equal~~a toconversion ~~the lower of 61% of the market~~ price of ~~the~~$0.005 ~~Company’s~~per ~~common stock on the date of issuance of the Power Up Note #1 and the date of conversion~~share, ~~any~~subject ~~time~~to ~~after~~a ~~July~~4.99% ~~14,~~equity ~~2021~~blocker.

~~During~~In ~~July~~December ~~2021~~2022, the ~~Power~~Mast UpHill Note #1 was ~~repaid~~amended into ~~full~~increase ~~through~~the ~~conversion~~principal ~~into~~by ~~shares~~$100,000, ofwhich amount represents financing fees. Also in December 31, 2022, the Company’s ~~common~~repaid ~~stock~~$100,000 asin ~~follows:~~principal of the Mast Hill Note #1.

Amount Converted		Conversion Price Per Share		Number Shares
$	15,000	$	0.0162		925,926
$	20,000	$	0.0143		1,398,601
$	20,500	$	0.0143		1,666,434
Total Converted: $55,500				Total Shares: 3,990,961

During the three months ended March 31, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
Total Converted: $36,650				Total Shares: 41,900,000

23At March 31, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $240,500 and 240,500, respectively.

~~Through~~GS ~~September~~Capital ~~2021~~Partners, ~~the~~LLC. ~~Company~~In ~~had~~June ~~repaid~~2022, we obtained a loan from GS Capital Partners, LLC which netted our company $4563,~~375~~650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the SE“GS ~~Holdings~~Capital Note #1”), inwith ~~accordance~~OID of $6,500 recorded as a debt discount, a finder’s fee of $4,900 and legal fees of $3,000, with ~~the~~principal ~~terms~~and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the SEright ~~Holdings~~to repay the GS Capital Note. In#1 ~~October~~at ~~2021~~any time, without penalty. Should the ~~remaining~~Company ~~balance~~become ofin default on the SEGS ~~Holdings~~Capital Note, ~~$75~~#1,~~625,~~ ~~was~~the ~~repaid~~GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

~~Power~~As Upof ~~Lending~~March ~~Group~~31, ~~Ltd. In February 2021~~2023, the Company ~~obtained~~was adelinquent ~~loan from Power Up Lending Group Ltd. which netted the Company $43,500~~ in ~~proceeds.~~its Inrepayment ~~consideration~~obligations ofunder ~~such loan,~~ the ~~Company~~GS ~~issued~~Capital ~~a $43,500 face amount convertible promissory note (“Power Up~~ Note #~~2”) bearing interest at 12% per annum, with principal and interest due in January 2022~~1. The ~~Company~~GS ~~had~~Capital ~~the right to repay the Power Up~~ Note #21 athad a ~~premium~~remaining ~~ranging~~balance ~~from 125% to 145%~~ of ~~the~~$26,320 ~~face~~and ~~amount.~~$42,000 ~~The Power Up Note #2 was convertible into shares of the Company’s common stock~~ at aMarch ~~conversion~~31, ~~price~~2023, ~~equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of the Power Up Note #2~~ and ~~the~~December ~~date of conversion~~31, ~~any time after August 17~~2022, ~~2021~~respectively.

~~During~~Subsequent ~~August~~to ~~and~~March ~~September~~31, ~~2021~~2023, $8,700 in principal and $960 in interest on the ~~Power~~Boot UpCapital Note #21 ~~was~~has been repaid ~~in full~~ through conversion into shares of the Company’s common stock, as follows:

Amount Converted			Conversion Price Per Share		Number Shares
$	154,~~000~~800		$	0.~~0137~~000203125		126,~~094~~194,~~891~~560
$	20,000		$	0.0093		2,150,538
	3,900			0.00017875		26,057,678
$	11,110	*	$	0.0081		1,371,605
Total Converted: $8,700					Total Shares: 52,252,238
Total Converted: 46,110					Total Shares: 4,617,034
* This amount includes $2,610 of interest.

~~Power~~ Boot UpCapital, ~~Lending Group Ltd~~LLC. In ~~April~~August ~~2021~~2022, the Company obtained a loan from ~~Power~~Boot UpCapital, ~~Lending~~LLC ~~Group Ltd.~~ which netted the Company $6856,~~750~~000 in proceeds. In consideration of such loan, the Company issued a $6861,~~750~~600 face amount ~~convertible~~ promissory note (the “~~Power~~Boot UpCapital Note #31”), ~~bearing~~with ~~interest~~OID atof ~~12% per annum~~$5,600 ~~with~~recorded ~~principal~~as ~~and~~a ~~interest~~debt ~~due~~discount, incommissions ~~April~~of ~~2022.~~$3,360 ~~The~~and ~~Company~~legal ~~had~~fees ~~the~~of ~~right~~$2,500. toThe ~~repay~~Boot ~~the~~Capital ~~Power Up~~ Note #31 atis adue ~~premium~~in ~~ranging~~August ~~from~~2023 ~~125%~~and tois ~~145% of the face amount. The Power Up Note #3 was~~ convertible into shares of the Company’s common stock at aany ~~conversion~~time ~~price~~after ~~equal~~180 todays ~~the lower~~ of ~~61%~~issuance ofat ~~the~~a ~~market~~conversion price ofat ~~the~~a ~~Company’s~~40% ~~common~~discount ~~stock~~to on the ~~date~~then-market ofprice ~~issuance~~ of the ~~Power~~Company’s Upcommon ~~Note #3 and the date of conversion~~stock, ~~any~~subject ~~time~~to ~~after~~a ~~October~~4.99% ~~22,~~equity ~~2021~~blocker.

In During ~~September 2021,~~ the ~~Power~~three Upmonths ~~Note~~ended #3March ~~was~~31, ~~repaid in full by the Company~~2023, ~~as follows:~~ $6817,~~750.00~~700 in principal, ~~$27,500.00~~on inthe ~~additional~~Boot ~~principal~~Capital asNote a#1 ~~prepayment~~was ~~premium~~repaid ~~and~~through ~~$5,063.01~~conversion ininto ~~interest,~~shares aof ~~total~~the ~~repayment~~Company’s ~~amount~~common ~~of $101~~stock,~~313.01.~~ as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
Total Converted: $17,700				Total Shares: 68,541,667

In21 ~~September~~Table 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of ~~$99,893.84.~~Contents

~~FirstFire~~At ~~Global~~March ~~Opportunities~~31, ~~Fund LLC. In September 2021~~2023, ~~the~~and ~~Company~~December ~~obtained a loan from FirstFire Global Opportunities Fund LLC which netted the Company $125~~31,~~000~~ ~~in proceeds. In consideration of such loan~~2022, the ~~Company~~Boot ~~issued~~Capital ~~a $250,000 face amount convertible promissory note (“FirstFire~~ Note~~”),~~ ~~with~~#1 ~~OID of $125,000, due in September 2022. The Company~~ had ~~the right to repay the FirstFire Note at anytime, with~~ a ~~20%,~~remaining orbalance ~~$50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The FirstFire Note was convertible into shares~~ of ~~the Company’s common stock at a conversion price equal to~~ $~~.015 per share~~43,900 ~~any~~and ~~time after December 1~~$61,600, ~~2021~~respectively.

~~Prior~~Mast toHill ~~November 30~~Fund, ~~2021~~L.P. In September 2022, the ~~FirstFire~~Company ~~Note~~obtained ~~was~~a ~~repaid~~loan infrom ~~full~~Mast byHill Fund, L.P. which netted the Company $130,500 in ~~the~~proceeds. ~~amount~~In consideration of such loan, the Company issued a $~~200~~145,000 face amount promissory note (~~which~~the ~~included~~“Mast Hill Note #2”), with OID of $14,500 recorded as a debt discount, commissions of $5010,~~000~~440 ~~reduction~~and inlegal ~~principal~~fees ~~owed~~of $3,000. The Mast Hill Note #2 is due toin ~~the~~September ~~FirstFire~~2023 ~~Note~~and is convertible into shares of the Company’s ~~being~~common ~~repaid~~stock inat ~~full~~any ontime orat ~~before~~a ~~November~~conversion 30price of $0.0025 per share, ~~2021)~~subject to a 4.99% equity blocker.

~~Tiger~~At ~~Trout~~March ~~Capital Puerto Rico~~31, ~~LLC. In September 2021~~2023, ~~the~~and ~~Company~~December ~~obtained a loan from Tiger Trout Capital Puerto Rico~~31, ~~LLC which netted the Company $250~~2022,~~000~~ ~~in proceeds. In consideration of such loan,~~ the ~~Company~~Mast ~~issued~~Hill ~~a $500,000 face amount convertible promissory note (“Tiger Trout~~ Note~~”),~~ ~~with~~#2 ~~OID~~had ~~of $250,000, with principal due in September 2022. The Company has the right to repay the Tiger Trout Note at anytime, with~~ a ~~10%,~~remaining orbalance ~~$50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The Tiger Trout Note is convertible into shares~~ of ~~the Company’s common stock at a conversion price equal to~~ $~~.015 per share~~145, ~~any time after December 1~~000, ~~2021~~respectively.

~~During~~Subsequent ~~the~~to ~~nine~~March ~~months~~31, ~~ended September 30~~2023, ~~2022~~$15,060 in interest on the ~~Company~~Mast ~~repaid~~Hill inNote ~~full~~#2 ~~the~~has ~~remaining~~been ~~$200,000~~repaid ~~balance~~through conversion into shares of the ~~Tiger~~Company’s ~~Trout~~common ~~Note.~~stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	15,060	$	0.0003		50,200,000
Total Converted: $15,060				Total Shares: 50,200,000

1800 Diagonal Lending LLC. In ~~March~~November 2022, the Company obtained a loan from ~~Sixth Street Lending LLC, who later assigned the loan to an affiliated company,~~ 1800 Diagonal Lending LLC, which netted the Company $~~200~~100,000 in proceeds. In consideration of such loan, the Company issued a $~~228~~103,~~200~~750 face amount convertible promissory note (~~the~~ “1800 Diagonal Note #12”), ~~with~~bearing ~~OID of $24,450 and a one-time~~ interest ~~charge~~at of10% ~~$25~~per annum,~~102,~~ with principal and interest ~~payable~~due in 10November ~~equal monthly payments of $25,330~~2023.20 ~~beginning in May 2022.~~ The Company has the right to repay the 1800 Diagonal Note #12 at ~~any~~a ~~time,~~premium ~~without~~ranging ~~penalty.~~from ~~Should~~120% ~~the~~to ~~Company~~125% ~~become~~of ~~in default on~~ the ~~1800~~face ~~Diagonal~~amount. ~~Note~~The ~~#1, the~~ 1800 Diagonal Note #12 ~~becomes~~is convertible into shares of the Company’s common stock at a conversion price equal to 7565% multiplied by the average of the two lowest trading ~~price~~prices of the Company’s common stock during the 1015 trading days prior to the applicable conversion date, any time after May 7, 2023.

AsAt ofMarch ~~September 30~~31, ~~2022~~2023, ~~the~~and ~~Company~~December ~~was~~31, ~~current~~2022, ~~in its repayment obligations under~~ the 1800 Diagonal Note #12 ~~and the 1800 Diagonal Note #1~~ had a remaining balance of $~~126~~103,~~651~~750 atand ~~September 30~~$103,750, ~~2022~~respectively.

~~Talos~~Mast ~~Victory~~Hill Fund, ~~LLC~~L.P. In ~~May~~December ~~2002~~2022, the Company obtained a loan from ~~Talos~~Mast ~~Victory~~Hill Fund, ~~LLC~~L.P. which netted the Company $~~107~~179,~~780~~650 in proceeds. In consideration of such loan, the Company issued a $~~135~~223,000 face amount senior secured promissory note (the “~~Talos~~Mast Hill Note #13”), with OID of $1322,~~500~~300 recorded as a debt discount, commissions of $916,~~720~~050 and legal fees of $45,000. The ~~Talos~~Mast Hill Note #13 is due in ~~May~~December 2023 and is convertible into shares of ~~the~~our ~~Company’s~~ common stock at any time at a conversion price of $0.~~005~~001 per share, subject to a 4.99% equity blocker. In connection with the ~~Talos~~Mast Hill Note #13, we issued to ~~Talos~~Mast ~~Victory~~Hill ~~Fund 7~~223,~~593~~000,~~750~~000 cashless warrants with an exercise price of $.~~008~~001 per share. Additionally, we issued 111,~~215~~468,~~000~~572 cashless warrants with an exercise price of $0.~~008~~0014 per share to ~~J.H.~~ Darbie ~~& Co. (“Darbie”)~~, as a placement agent fee, in connection with the ~~Talos~~Mast Hill Note #13.

InAt ~~August~~March ~~2022~~31, $72023,~~000~~ inand ~~accrued~~December ~~interest~~31, on2022, the ~~Talos~~Mast Hill Note #13 ~~was~~had ~~repaid~~a ~~through~~remaining ~~conversion~~balance ~~into shares~~ of ~~the~~$223,000 ~~Company’s~~and ~~common stock~~$223,000, ~~as follows:~~respectively.

Amount Converted		Conversion Price Per Share		Number Shares
$	7,000	$	0.001		7,000,000
Total Converted: $7,000				Total Shares: 7,000,000

1800 Diagonal Lending LLC. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $125,330.20 in proceeds. In consideration of such loan, the Company issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. The Company has the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date.

At ~~September~~March 3031, ~~2022~~2023, the ~~Talos~~Company was current in its payment obligations under the 1800 Diagonal Note #13 and the 1800 Diagonal Note #3 had a remaining balance of $~~135~~219,~~000~~405.

~~Mast~~Related-Party ~~Hill Fund, L~~Loans.P. InDuring ~~May 2022,~~ the ~~Company~~three ~~obtained~~months aended ~~loan~~March ~~from Mast Hill Fund~~31, ~~L.P. which netted the Company $200~~2023,~~000~~ ~~in proceeds. In consideration of such loan,~~ the Company ~~issued~~obtained a $~~250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $~~25,~~000,~~531 ~~commissions~~in ofadvances ~~$18,000~~from ~~and~~Eric ~~legal fees of $7~~Newlan,~~000.~~ ~~The~~Vice ~~Mast~~President ~~Hill Note #1 is due in May 2023~~ and isa ~~convertible~~Director ~~into shares~~ of the Company’s. ~~common~~Such ~~stock~~funds atwere ~~any~~obtained ~~time~~as at a ~~conversion~~loan ~~price~~on ofopen ~~$.005~~account, ~~per~~accrue ~~share,~~no ~~subject~~interest toand aare ~~4.99%~~due ~~equity~~on ~~blocker~~demand. InAs ~~connection~~of ~~with~~March ~~the Mast Hill Note #1~~31, ~~we issued to Mast Hill Fund 14~~2023,~~062,500~~ ~~cashless~~the ~~warrants~~Company ~~with~~owed ~~an exercise price of $~~Mr.~~008~~ ~~per~~Newlan ~~share.~~the ~~Additionally,~~amount ~~we issued 2,250,000 cashless warrants with an exercise price~~ of $~~0.008 per share to Darbie~~25, ~~as a placement agent fee, in connection with the Mast Hill Note #1~~531.

AtAs ~~September~~of 30March 31, 2022, the ~~Mast~~Company ~~Hill~~owed ~~Note~~$70,500 #1to ~~had~~Touchstone Enviro Solutions, Inc. (“Touchstone”), a ~~remaining~~company ~~balance~~owned by three of ~~$250~~the Company’s officers and directors,~~000~~ Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. Such amount accrues no interest and is due on demand.

GS22 ~~Capital~~Table ~~Partners, LLC. In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration~~ of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. In connection with the GS Capital Note #1, we issued to GS Capital 4,000,000 cashless warrants with an exercise price of $.008 per share.Contents

As of ~~September~~March 3031, 2022, the Company ~~was~~owed ~~current~~$10,000 into ~~its~~Fabian ~~repayment~~G. ~~obligations~~Deneault, ~~under~~President ~~the~~and GSa ~~Capital~~Director ~~Note~~of ~~#1 and~~ the GSCompany. ~~Capital~~Such ~~Note~~amount #1accrues ~~had~~no ainterest ~~remaining~~and ~~balance~~is ofdue ~~$70,560~~on ~~at September 30, 2022~~demand.

~~Boot~~As ~~Capital,~~of ~~LLC.~~March In31, ~~August 2022~~2023, the Company ~~obtained~~owed aAstonia ~~loan from Boot Capital,~~ LLC ~~which netted the Company~~ $565,~~000~~242 in ~~proceeds.~~principal ~~In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600, commissions of $3,360~~ and ~~legal fees of~~ $~~2,500.~~556 ~~The Boot Capital Note #1 is due~~ in ~~August~~accrued ~~2023~~ and isunpaid convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4interest.~~99% equity blocker.~~

At September 30, 2022, the Boot Capital Note #1 had a remaining balance of $61,600.

Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $130,500 in proceeds. In consideration of such loan, the Company issued a $145,000 face amount senior secured promissory note (the “Mast Hill Note #2”), with OID of $14,500, commissions of $10,440 and legal fees of $3,000. The Mast Hill Note #2 is due in September 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $.0025 per share, subject to a 4.99% equity blocker. In connection with the Mast Hill Note #2, we issued to Mast Hill 40,000,000 cashless warrants with an exercise price of $.0055 per share. Additionally, we issued 2,130,613 cashless warrants with an exercise price of $0.0049 per share to Darbie, as a placement agent fee, in connection with the Mast Hill Note #2.

At September 30, 2022, the Mast Hill Note #2 had a remaining balance of $145,000.

1800 Diagonal Lending LLC. Subsequent to September 30, 2022, in November 2022, the Company obtained a loan from 1800 Diagonal Lending LLC which netted the Company $100,000 in proceeds. In consideration of such loan, the Company issued a $103,750 face amount convertible promissory note (“1800 Diagonal Note #2”) bearing interest at 10% per annum, with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at a premium ranging from 120% to 125% of the face amount. The 1800 Diagonal Note #2 is convertible into shares of the Company’s common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023.

Related-Party Advances. During the nine months ended September 30, 2022, we obtained $70,500 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of our company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. The funds were used to make payment on the 1800 Diagonal Note #1 and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, we owed Touchstone $70,500.

Also during the nine months ended September 30, 2022, we obtained an advance from our President, Fabian G. Deneault, in the amount of $10,000. The funds were used for marketing expenses. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, we owed Mr. Deneault $10,000.

Inflation

~~Current~~Our management believes economic conditions ~~include~~point toward significant inflationary pressures, ~~particularly~~arising ~~within~~in the ~~supply~~near ~~chain, are expected to negatively impact our operating results through increased raw materials and shipping costs~~future. However, no prediction can be made in this regard and, further, no prediction can be made with respect to how ~~this~~the potential impact any inflation ~~will~~would affect our ~~future~~ results of operations.

Seasonality

Our Big Sky American operations are subject to seasonal fluctuation, with the months of May through September providing approximately 70% of Big Sky American’s sales revenues. We expect that our operating results with respect to MiteXstream will be impacted, in an indeterminate measure, by the seasonality of farming operations, including cannabis grow operations. However, we are currently unable to predict the level to which such seasonality will impact our MiteXstream business.

Off Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2022~~2023, there were no off-balance sheet arrangements.

Contractual Obligations

In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our Directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the previously-leased facility for storage, at no charge.

~~Our~~In ~~sole~~January ~~operating~~2023, ~~lease~~we ~~relates~~entered tointo ~~our~~a ~~corporate~~lease ~~office,~~for the ~~term~~operating offacility ~~which~~described ~~is month-to-month~~below. ~~Monthly rent for this space is $600.~~

Address

Description

Use

Yearly Rent

Expiration Date

11961 Hilltop Road

Building 7 – Suite 22

Argyle, Texas 76226

Office/Warehouse

(1,500 sq. ft.)

Administrative/ Warehousing

$8,700 *

January 31, 2025

Capital Expenditures

We made no capital expenditures during the ~~nine~~three months ended ~~September~~March 3031, ~~2022. We made capital expenditures of $185~~2023,~~702~~ nor during the year ended December 31, ~~2021, which included the purchase of distribution assets used by Big Sky American and the purchase of other distribution-related assets~~2022. Without obtaining additional capital, we will not be able to make any capital expenditures.

2623 Table of Contents

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended ~~September~~March 3031, ~~2022~~2023, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of ~~September~~March 3031, ~~2022~~2023.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We have no pending legal or administrative proceedings.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

During the three months ended ~~September~~March 3031, ~~2022~~2023, we ~~issued~~did ~~securities~~not issue shares of common stock that have not been reported previously~~, as follows:~~.

In August 2022, we issued 5,062,500 shares of common stock to Talos Fund, LLC upon the exercise of warrants. The exercise of these warrants was on a cashless basis. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

In August 2022, we issued 9,375,000 shares of common stock to Mast Hill Fund, L.P. upon the exercise of warrants. The exercise of these warrants was on a cashless basis. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

In August 2022, we issued 7,000,000 shares of common stock to Talos Fund, LLC for a conversion of $7,000 in convertible debt. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

In September 2022, we issued $145,000 face amount senior secured promissory note to Mast Hill Fund, L.P. This note is due in September 2023 and is convertible into shares of our common stock at any time at a conversion price of $.0025 per share, subject to a 4.99% equity blocker. This note was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

In September 2022, we issued to Mast Hill Fund L.P. 40,000,000 cashless warrants with an exercise price of $0.0055 per share, and a term of five years. These warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

In September 2022, we issued to J.H. Darbie & Co. 2,130,613 cashless warrants with an exercise price of $0.0049 per share, and a term of five years. These warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

Subsequent to September 30, 2022, we have issue securities that have not been reported previously, as follows:

In November 2022, we issued $103,750 face amount promissory note to 1800 Diagonal Lending LLC. This note is due in November 2023 and is convertible into shares of our common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023. This note was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit		Description
10.1*		Securities Purchase Agreement between Registrant and Mast Hill Fund, L.P.
31.1*		Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
10.2*		Security Agreement between Registrant and Mast Hill Fund, L.P.
31.2*		Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
10.3*		Securities Purchase Agreement between Registrant and 1800 Diagonal Lending LLC
32.1*		Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
10.4*		Senior Secured Promissory Note, principal amount $145,000, in favor of Mast Hill Fund, L.P.
10.5*		Convertible Promissory Note, principal amount $103,750, in favor of 1800 Diagonal Lending LLC
10.6*		Warrant issued to Mast Hill Fund, L.P.
10.7*		Warrant issued to J.H. Darbie & Co.
31.1*		Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022
31.2*		Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022
32.1*		Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022
101.*		INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLACK BIRD BIOTECH, INC.	~~BLACK BIRD BIOTECH, INC.~~
Dated: November 14, 2022	By:	/s/ Fabian G. Deneault
By:	/s/ Fabian G. Deneault		Dated: May 22, 2023
	Fabian G. Deneault	~~Fabian G. Deneault~~
	President (Principal Executive Officer)	~~President (Principal Executive Officer)~~

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Filing Compare · Black Bird Biotech, Inc.