Effects of COVID-19
As of the date of this Quarterly Report on Form 10-Q, there exist significant uncertainties regarding the current Novel Coronavirus ("COVID-19") pandemic, including the scope of health issues, the possible duration of the pandemic and the extent of local and worldwide social, political and economic disruption it may cause in the future.
To date, the COVID-19 pandemic has had a discernable short-term negative impact
on the ability of
With respect to our business operations, while our product sales have increased since the initial impact of the COVID-19 pandemic due primarily to our recently introducing hand sanitizer gel and spray products, we believe the COVID-19 pandemic has had a discernable short-term negative impact on our product sales, inasmuch as we and our distributors have been limited in face-to-face sales meetings with respect to our products. We are unable to predict when such limitations will ease.
Overall, our company is not of a size that has 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. However, as the states continue to re-open, re-close, then re-open their economies, the scope and nature of the impacts of COVID-19 on our company will evolve day-by-day, week-by-week.
The COVID-19 pandemic can be expect to continue to result in regional and local quarantines, labor stoppages and shortages, changes in consumer purchasing patterns, mandatory or elective shut-downs of retail locations, disruptions to supply chains, including the inability of our suppliers to deliver materials on a timely basis, or at all, severe market volatility, liquidity disruptions and overall economic instability. It can be further expected that the COVID-19 pandemic will continue to have unpredictably adverse impacts on our business, financial condition and results of operations. This situation is changing rapidly and additional impacts may arise of which we are not currently aware.
We intend to continue to assess the evolving impact of the COVID-19 pandemic,
not only on our company, but on the operations of our customers, consumers and
supply chains, and intend to make adjustments accordingly. However, the extent
to which the COVID-19 pandemic may impact our business, financial condition and
results of operations will depend on how the COVID-19 pandemic and its impact
continues to impact
In light of these uncertainties, for purposes of this Quarterly Report, 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. In addition, the disclosures contained in this Quarterly Report are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
13 Disclosure Regarding Forward-looking Statements
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Quarterly Report.
Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking. Forward-looking
statements are, by their very nature, uncertain and risky. These risks and
uncertainties include international, national, and local general economic and
market conditions; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; new product development
and introduction; existing government regulations and changes in, or the failure
to comply with, government regulations; adverse publicity; competition; the loss
of significant customers or suppliers; fluctuations and difficulty in
forecasting operating results; change in business strategy or development plans;
business disruptions; the ability to attract and retain qualified personnel; the
ability to protect technology; the risk of foreign currency exchange rate; and
other risks that might be detailed from time to time in our filings with the
Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Quarterly Report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.
Cautionary Statement
The following discussion and analysis should be read in conjunction with our financial statements and related notes, beginning on page 3 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 under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.
Implications of Being anEmerging Growth Company
As a company with less than
· Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure. · Reduced disclosure about our executive compensation arrangements. · Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements. · Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
We may take advantage of these exemptions for up to five years or such earlier
time that we are no longer an emerging growth company. We would cease to be an
emerging growth company if we have more than
Critical Accounting Policies
Our accounting policies are discussed in detail in the footnotes to our financial statements beginning on page 3. We consider our critical accounting policies related to revenue recognition, inventory and fair value of financial instruments.
Our management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
14 Basis of Presentation
Our company was a "shell company" from 2014 through all of 2019. Effective
This Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations section includes financial results of (1) our company,
Overview and Outlook
With the acquisition of Black Bird effective
Black Bird is engaged in the manufacture and sale of products containing
Cannabidiol, or CBD, derived from industrial hemp that contains no more than
0.3% tetrahydrocannabinol (THC), the principal psychoactive constituent of
cannabis (marijuana). All of these products are marketed under the "Grizzly
Creek Naturals" brand name as zero-THC products. In
Black Bird is a licensed participant in the Montana Hemp Pilot Program, under which it is a legal grower of industrial hemp.
Also, Black Bird owns the exclusive rights to distribute an environmentally-friendly plant-based biopesticide (which will sell under the MiteXstream brand name) that targets spider mites, which are a significant problem in the cultivation of cannabis (marijuana and industrial hemp) and hops, among other crops. EPA approval of MiteXstream as a plant-based biopesticide is expected in late 2020. Sales of MiteXstream will not commence until EPA certification is achieved.
Principal Factors Affecting Our Financial Performance
Following our acquisition of Black Bird, our future operating results can be expected to be primarily affected by the following factors:
· our ability to attract and retain customers for ourGrizzly Creek Naturals, and other, products; · our ability to maintain the value proposition of MiteXstream, once certified as a biopesticide, vis-a-vis other available pest control products; and · our ability to contain our operating costs.
As a result of our acquisition of Black Bird, we expect that our revenues will
increase from quarter to quarter for the foreseeable future, beginning with the
quarter ended
Based on informal testing done by, and discussions with, cannabis (marijuana and industrial hemp) cultivation industry participants, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business. The impact of these operations is expected to arrive beginning in the first quarter of 2021.
15 Results of Operations
Three Months Ended
During the Current Period, we incurred operating expenses of
We expect that our revenues will increase from quarter to quarter for the
foreseeable future. We expect to incur operating losses through at least
Based on informal testing done by, and discussions with, cannabis (marijuana and industrial hemp) cultivation industry participants, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business. The impact of these operations is expected to arrive beginning in the first quarter of 2021, at the earliest.
Plan of Operation
Hemp/CBD Products. Our company's hemp-related operations will include three separate functions, each of which will be managed as a separate business. These functions are (a) the cultivation of hemp, (b) the extraction of CBD from the cultivated hemp and (c) the manufacture, sale and distribution of CBD products.
Cultivation. Black Bird is a licensed hemp grower in the Montana Hemp Pilot
Program (MT Pilot Program). During the Fall of 2019, we harvested our first
small crop of industrial hemp, and we expect to do the same during 2020. We
chose to grow a small first crop of industrial hemp in an indoor facility owned
by our President,
Extraction. We intend to construct a CBD extraction facility in the
Grizzly Creek Naturals.
CBD Products. We have created "Grizzly Creek Naturals" as the brand name for our CBD-related products, which are manufactured by our company using CBD purchased from third parties. Once we begin producing commercial quantities of industrial hemp and extracting the CBD therefrom, we will begin to use all of our own CBD and supplement it with CBD from third parties, as necessary.
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We have expanded our line of Grizzly Creek Naturals CBD products and currently manufacture and sell the following items:
· CBD Oil: Unflavored, Huckleberry,Cherry Flavors in 100mg, 250mg, 500mg, 1000mg and 2500mg dosages · CBD-Infused Body Butter (500mg): Unscented and Huckleberry Scent · CBD-Infused Lip Balm (30mg): Huckleberry Scent · Bath Bomb with 50mg of CBD: Eucalyptus, Lavender and Citrus Scents
In
Other Products. In
In
Hand Sanitizer. In
Products for Animals. In
Distribution. Currently, we distribute our products directly to consumers and
retail outlets in
MiteXstream. We intend to have MiteXstream approved as a biopesticide by the
Based on informal testing done by, and discussions with, cannabis cultivation industry participants, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business. However, no prediction can be made in this regard.
17 Financial Condition, Liquidity and Capital Resources
Recent Capital Source. In
Regulation A Offering. In
During the Current Period, we obtained a loan in the amount of
Transactions Relating to the Black Bird Acquisition. In connection with our acquisition of Black Bird, 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,
Debt Forgiveness Agreements. We entered into three separate debt forgiveness agreements with related parties:
Our company's current cash position of approximately
Inflation and Seasonality
The Company does not believe that inflation or seasonality will significantly affect its results of operation.
Off Balance Sheet Arrangements
We have operating leases for two facilities, but otherwise do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity or capital resources.
Contractual Obligations
To date, we have not entered into any long-term obligations that require us to make monthly cash payments.
Capital Expenditures
We made no capital expenditures during the Current Period or the Prior Period. Should we obtain required capital, we expect to make capital expenditures related to the further establishment and growth of Black Bird's business operations. The specific amount of such capital expenditures cannot be estimated currently.
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