BLACK BIRD BIOTECH, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

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. Additionally, our product manufacturing operations have not suffered any negative consequences attributable to the COVID-19 pandemic, as these operations involve a limited number of people.

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 years ended December 31, 2021 and 2020.



Cautionary Statement



The following discussion and analysis should be read in conjunction with our
financial statements and related notes, beginning on page F-1 of this Offering
Circular.



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


Implications of being a 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 audit report on our internal controls over financial reporting

pursuant to section 404(b) of the Sarbanes-Oxley Act;

Comply with any requirements that may be adopted by the Public company

Accounting Supervisory Board concerning the mandatory rotation of audit firms or a

supplement to the auditor’s report providing additional information on

the audit and the financial statements (i.e. a discussion of the auditor and

analysis);

submit certain executive compensation issues to the Board of Shareholders

votes, such as “say-on-pay” and “say-on-frequency”; and

· disclose certain items related to executive compensation such as

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.




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Critical Accounting Policies



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


With the acquisition of BB Potentials effective January 1, 2020the operations of BB Potentials became the operations of our company.

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.



Main factors affecting our financial performance

Following our acquisition of BB Potentials, our future operating results are expected to be primarily impacted by the following factors:

our ability to establish and maintain the value proposition of our

the biopesticide MiteXstream, compared to other pest control products available;

    ·   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.



New 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. (See Item 10. Directors, Executive
Officers and Corporate Governance).




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Results of Operations


Years Ended December 31, 2021 ("Fiscal 2021") and 2020 ("Fiscal 2020"). Our
purchase of certain distribution-related assets pursuant to the Big Sky APA was
made with an expectation that an immediately accessible larger number of retail
locations would allow us to increase more quickly sales of our CBD products. Big
Sky American, since beginning its consumer product distribution operations 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, sales of
non-CBD consumer products, in large measure, accounted for the overall increase
in our product sales for Fiscal 2021. During Fiscal 2021, sales of MiteXstream
were insignificant.


During Fiscal 2021, our business operations generated $104,458 in revenues from
sales with a cost of goods sold of $84,871, resulting in a gross profit of
$19,587. During Fiscal 2020, our business operations generated $57,604 in
revenues with a cost of goods sold of $28,245, resulting in a gross profit
of
$29,359.



During Fiscal 2021, we incurred operating expenses of $1,549,061, which were
comprised of $725,240 in consulting services ($573,348 of which was paid by the
issuance of common stock), $12,328 in website expenses, $84,457 in legal and
professional services, $10,320 in rent, $5,234 in advertising and marketing
expense and $601,825 in general and administrative expense, resulting in a net
operating loss of $1,529,474. In addition, we incurred interest expense of
$281,828, resulting in a net loss for Fiscal 2021 of $1,811,302.



During Fiscal 2020, we incurred operating expenses of $714,162, which were
comprised of $266,640 in consulting services ($23,000 of which was paid by the
issuance of common stock), $17,899 in website expenses, $143,310 in legal and
professional services, $23,280 for product license, $17,200 in rent, $1,918 in
advertising and marketing expense, $4,461 in bad debt expense, $29,788 in
beneficial conversion expense and $209,666 in general and administrative
expense, resulting in a net operating loss of $690,158. In addition, we incurred
net other expense of $5,355, resulting in a net loss for Fiscal 2020 of
$684,803.



We expect that our revenues will increase from quarter to quarter beginning with
the third quarter of 2022, as sales of MiteXstream are expected to increase from
our recently-initiated marketing efforts. There is no assurance that such will
be the case, and we expect to incur operating losses through at least December
31, 2022. Further, because of our relative current lack of capital and the
current lack of brand name awareness of MiteXstream, we cannot predict the
levels of our future revenues.



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



Plans for 2022



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



Financial position, liquidity and capital resources



December 31, 2021. At December 31, 2021, our company had $499,766 in cash and
working capital of $574,165, compared to $52,974 in cash and working capital of
$7,609 at December 31, 2020. The significant change in our working capital
position from December 31, 2020, to December 31, 2021, is attributable primarily
to $1,711,150 in proceeds from sales of our common stock in the Reg A #1 and the
Reg A #2 remaining after our repayment of $914,000 in debt and the payment
of
operating expenses.



Capital Sources. During the years ended December 31, 2021 and 2020, we derived
capital from sales of our common stock and from loans. Our capital sources
are
described below.



Regulation A Offerings. 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.




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Third-Party Loans.


GPL Ventures LLC. In April 2020, the Company obtained a loan in the amount of
$25,000 from GPL Ventures LLC. In consideration of such loan, the Company issued
a $25,000 face amount convertible promissory note (the "GPL Note") bearing
interest at 10% per annum, with principal and interest due in January 2021. The
GPL Note was convertible into shares of the Company's common stock at the rate
of one share for each $.001 of debt converted anytime after August 30, 2020.



In November 2020the GPL Note was fully redeemed in the amount of $28,000as following: $25,000 in principle, $3,000 in the interest.

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.



To December 31, 2021 and 2020, accrued interest on the Tri-Bridge note was
$4,178 and $1,870respectively.

To December 31, 2021the Tri-Bridge ticket was overdue.

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 2021the EMA Note was fully redeemed in the amount of $93,697.70as following: $58,600 in principle ; $3,499.30 in the interest; and $31,598.40 in the form of 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 2021Power Up Note #1 was fully redeemed by conversion into ordinary shares of the Company, 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.



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



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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.



In August and September 2021Power Up Note #2 was fully redeemed by conversion into ordinary shares of the Company, 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 2021Power Up Note #3 was fully repaid by the Company, as follows: $68,750.00 in principle, $27,500.00 in additional principal as an early redemption premium and $5,063.01 in interest, a total reimbursement 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 #3 was convertible into shares of the Company's common stock
at a conversion price equal to the lower of 61% of the market price of the
Company's common stock on the date of issuance of the Power Up Note #4 and the
date of conversion, any time after October 22, 2021.



In September 2021the Power Up Note #4 was fully reimbursed by the Company, as follows: $78,750.00 in principle, $15,750.00 in additional principal as an early redemption premium and $5,393.84 in interest, a total reimbursement 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 $.015 per share, any time after December 1, 2021.



Prior to November 30, 2021the FirstFire note was fully redeemed by the Company, up to $200,000 (which included a $50,000 reduction of the principal due, due to the full reimbursement of the FirstFire ticket at the latest
November 302021).



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 $.015 per share, any time after December 1, 2021.




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At December 31, 2021, $300,000 of the Tiger Trout Note had been repaid by the
Company. The remaining balance of the Tiger Trout Note, $200,000, was repaid by
the Company in March 2022.


After December 31, 2021we raised capital from a single third party, as described below.

Power Up Lending Group Ltd. In March 2022, we obtained a loan from Power Up
Lending Group Ltd. which netted our company $200,000 in proceeds. In
consideration of such loan, we issued a $228,200 face amount promissory note
(the "Power Up Note #5"), with OID of $24,450 and a one-time interest charge of
$25,102, with principal and interest payable in 10 equal monthly payments of
$25,330.20 beginning in May 2022. We have the right to repay the Power Up Note
#5 at any time, without penalty. Should we become in default on the Power Up
Note #5 , the Power Up Note #5 becomes convertible into shares of our common
stock at a conversion price equal to 75% multiplied by the lowest trading price
of our common stock during the 10 trading days prior to the applicable
conversion date.



Related Party Loans. During the year ended December 31, 2021we got an advance from one of our officers and directors, Eric Newlanas following:

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: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a
prepayment premium). Such funds were obtained as a loan on open account, accrue
no interest and are due on demand. At December 31, 2021, such loan had been
repaid in full, in the amount of $93,697.70.



During the years ended December 31, 2021 and 2020, advances of $772 and $6,670
were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5%
per year and have a maturity of one year. As of December 31, 2021 and 2020, the
Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268
and $391 in accrued and unpaid interest, respectively.



Our company's current cash position of approximately $100,000 is not adequate
for our company to maintain its present level of operations through the
remainder 2022. However, we must obtain additional capital from third parties to
implement our full business plans. There is no assurance that we will be
successful in obtaining such additional capital.



Transactions Relating to the BB Potentials Acquisition. In connection with our
acquisition of BB Potentials in January 2020, we consummated a stock
cancellation agreement with a related party and three separate debt forgiveness
agreements with related parties, as follows:



Stock Cancellation Agreement. We entered into this agreement with our former
majority shareholder, EFT Holdings, Inc., whereby we cancelled all 79,265,000
shares of common stock then owned by EFT Holdings, Inc. The total stated capital
and additional paid-in capital associated with such shares is $79,265
(unaudited), and is a reduction of our shareholders' equity.



Debt forgiveness agreements. We have entered into three separate debt forgiveness agreements with related parties:

EFT Holdings, Inc. We issued 18,221,906 common shares to our former majority shareholder, EFT Holdings, Inc.in payment of $886,108 debt, principal and accrued interest.

EF2T, Inc. We issued 2,240,768 common shares to a related party, EF2T, Inc.in payment of $109,992 debt, principal and accrued interest.

Astonia LLC. We issued 2,831,661 common shares to a related party,
Astonia LLCin payment of $136,997 debt, principal and accrued interest.



Inflation



Our management believes economic conditions point toward significant
inflationary pressures arising in the near future. However, no prediction can be
made in this regard and, further, no prediction can be made with respect to how
the potential impact any inflation would affect our results of operations.


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Seasonality



For the foreseeable future, we expect that our operating results with respect to
MiteXstream will be impacted, in an indeterminate measure, by the seasonality of
farming operations, including cannabis grow operations. However, we are
currently unable to predict the level to which such seasonality will impact
our
MiteXstream business.


Off-balance sheet arrangements

From December 31, 2021there 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.



The following information relates to the only facility operating lease that we maintain as of the date of this annual report.


       Address         Description           Use         Yearly Rent   Expiration Date
    3505 Yucca                          Administrative     $7,200        April 2022
    Drive, Suite     Corporate Office
    104
    Flower Mound,     (160 sq. ft.)
    TX 75028




Capital Expenditures



We made capital expenditures of $185,702 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. Without obtaining additional capital, we will not be able to make capital expenditures.

We made no capital expenditures during the year ended December 31, 2020.

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