As filed with the Securities and Exchange Commission on March 21, 2019
PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR
Preliminary Offering Circular dated March 21, 2019
An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange
Commission (the SEC). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities
may not be sold nor may offers to buy be accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering
Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any
state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state.
We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the
completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering
Circular was filed may be obtained.
OFFERING CIRCULAR
Black Bird Potentials Inc.
50,843,000 Shares of Common Stock
This is the initial public offering of securities of Black Bird Potentials Inc., a Wyoming corporation. By this Offering Circular, (1) our
company is offering for sale a maximum of 50,000,000 shares of our common stock (the "Offered Shares") and (2) the Selling Shareholders
identified herein are offering for sale an additional 843,000 shares of our common stock (the "Selling Shareholder Shares"), for a total
offering of 50,843,000 shares, pursuant to Tier 2 of Regulation A of the United States Securities and Exchange Commission (the "SEC").
This offering will terminate at the earlier of: (a) the date on which all of the Offered Shares and the Selling Shareholder Shares have been
sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated
by us, in our sole discretion. (See "Plan of Distribution").
________________________________________________________________________________________________________________________________________________
Offered Shares
The Offered Shares are offered at a fixed price of $.05 per share. A minimum purchase of $100 of the Offered Shares is required in this offering.
This offering of the Offered Shares is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares
that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from sales of
the Offered Shares will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be
entitled to a refund and could lose their entire investments.
Title of
Securities Offered Number of Shares Price to Public Commissions(1) Proceeds to Company(2)
___________________________________________________________________________________________________________________________________________
Common Stock 50,000,000 $0.05 $-0- $2,500,000
____________________________________________
(1) We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such
broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.
(2) Does not account for the payment of expenses of this offering estimated at $15,000. See "Plan of Distribution."
Selling Shareholder Shares
The Selling Shareholder Shares may be sold at a fixed price of $.05 per share until our common stock is listed by OTC Markets Group, Inc.
("OTC Markets") on its OTCQB or OTC Pink trading platforms, and, thereafter, at prevailing market prices or privately negotiated prices. Our
company will not receive any of the proceeds from sales of the Selling Shareholder Shares.
________________________________________________________________________________________________________________________________________________
We expect to commence the offer and sale of the Offered Shares as of the date on which the offering statement of which this Offering Circular is
a part (the "Offering Statement") shall have been qualified by the SEC. Prior to this offering, there has been no public market for our common
stock. We intend to apply to list our common stock on the OTCQB or OTC Pink trading platforms of OTC Markets. We have not yet obtained the
agreement of a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority ("FINRA") to obtain a trade symbol
for our common stock. Such efforts may not be successful and our shares may never be listed and owners of our common stock may not have a market
in which to sell their shares.
Investing in the Offered Shares or the Selling Shareholder Shares is speculative and involves substantial risks. You should purchase such
securities only if you can afford a complete loss of your investment. See Risk Factors, beginning on page 5, for a discussion of certain risks
that you should consider before purchasing any of the Offered Shares or the Selling Shareholder Shares.
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THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE
ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the
benefits you will receive from an investment in Offered Shares.
No sale may be made to you in this offering, if you do not satisfy the investor suitability standards described in this Offering Circular under
"Plan of Distribution-State Law Exemption and Offerings to 'Qualified Purchasers'" (page 14). Before making any representation that you satisfy
the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on
investing, we encourage you to refer to www.investor.gov.
This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.
The date of this Offering Circular is _________, 2019.
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TABLE OF CONTENTS
Page
Cautionary Statement Regarding Forward-Looking Statements......................................................................... 3
Offering Circular Summary......................................................................................................... 3
Risk Factors...................................................................................................................... 5
Dilution.......................................................................................................................... 10
Use of Proceeds................................................................................................................... 11
Plan of Distribution.............................................................................................................. 12
Description of Securities......................................................................................................... 15
Business.......................................................................................................................... 16
Management's Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation....................... 21
Directors, Executive Officers, Promoters and Control Persons...................................................................... 23
Executive Compensation............................................................................................................ 25
Security Ownership of Certain Beneficial Owners and Management.................................................................... 25
Certain Relationships and Related Transactions.................................................................................... 26
Legal Matters..................................................................................................................... 26
Where You Can Find More Information............................................................................................... 27
Index to Financial Statements..................................................................................................... 27
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-
looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business;
our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and
obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes,
beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words
anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should,
will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-
looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future
developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as
currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements.
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks
and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-
looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely
on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
OFFERING CIRCULAR SUMMARY
The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the
information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular
carefully, including the Risk Factors section and the consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms
"we", "us" and "our" refer and relate to Black Bird Potentials Inc., a Wyoming corporation.
Our Company
Black Bird Potentials Inc. was incorporated in the State of Wyoming on October 16, 2018. We have become engaged in the production and sale
of products containing Cannabidiol ("CBD"), derived from industrial hemp that contains no more than .03% tetrahydrocannabinol ("THC"), the principal
psychoactive constituent of cannabis (marijuana). These products are marketed under the
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"Grizzly Creek Naturals" brand name. Further, Our company has been approved as a licenced hemp grower in the Montana Hemp Pilot Program, under
which we will be a legal grower of industrial hemp. (See "Business").
Also, we own the exclusive rights to distribute an environmentally-friendly pesticide (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. The
process for obtaining U.S. EPA certification of MiteXstream as a pesticide will commence in March 2019. Sales of MiteXstream will not commence until
EPA certification is achieved. (See "Business").
Offering Summary
Securities Offered The Offered Shares, 50,000,000 shares of common stock, are being offered by our company. In addition, the Selling
Shareholder Shares, a total of 843,000 common stock, are being sold by the Selling Shareholders.
Offering Price Per Share The Offered Shares are offered at a fixed price of $.05 per share. The Selling Shareholder Shares may be sold at a
fixed price of $.05 per share until our common stock is listed by OTC Markets on its OTCQB or OTC Pink trading
platforms, and, thereafter, at prevailing market prices or privately negotiated prices.
Shares Outstanding 49,415,000 shares of common stock issued and outstanding as of the date of this Offering Circular.
Before This Offering
Shares Outstanding 99,415,000 shares of common stock issued and outstanding, assuming a maximum offering hereunder.
After This Offering
Minimum Number of None
Shares to Be Sold in
This Offering
Investor Suitability The Offered Shares are being offered and sold only to "qualified purchasers" (as defined in Regulation A under the
Standards Securities Act). "Qualified purchasers" include: (a) "accredited investors" under Rule 501(a) of Regulation D and (b)
all other investors so long as their investment in the Offered Shares does not represent more than 10% of the greater
of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at
fiscal year-end (for non-natural persons).
Market for our Common Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common
Stock stock on the OTCQB or OTC Pink trading platforms of OTC Markets. We have not yet obtained the agreement of a market
maker to file a Rule 211 application with FINRA to obtain a trade symbol for our common stock, which efforts may not be
successful.
Termination of this This offering will terminate at the earlier of: (a) the date on which all of the Offered Shares and the Selling
Offering Shareholder Shares have been sold, (b) the date which is one year from this offering being qualified by the SEC or (c)
the date on which this offering is earlier terminated by us, in our sole discretion. (See "Plan of Distribution").
Use of Proceeds We will apply the proceeds of this offering for the payment of purchase of inventories, product
testing expenses, sales and marketing expenses, hemp production, construction of a CBD extraction facility, land
acquisition, general and administrative expenses and working capital. (See "Use of Proceeds" and "Certain Relationships
and Related Transactions").
Risk Factors An investment in the Offered Shares involves a high degree of risk and should not be purchased by investors who cannot
afford the loss of their entire investments. You should carefully consider the information included in the Risk Factors
section of this Offering Circular, as well as the other information contained in this Offering Circular, prior to making
an investment decision regarding the Offered Shares.
Corporate Information Our principal executive offices are located at 47123 Michel Road, Ronan, Montana 59864; our telephone number is
406-214-0589; our corporate website is located at www.bbpotentials.com. No information found on our company's website is
part of this Offering Circular.
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Continuing Reporting Requirements Under Regulation A
As a Tier 2 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination
of this offering. Following completion of this offering, we will be required to file with the SEC annual reports on form 1-K, semi-annual reports on Form
1-SA and current reports on Form 1-U.
In addition to satisfying our SEC-reporting obligations, during the pendency of this offering and following this offering, should our common
stock become listed on the OTCQB or OTC Pink trading platforms of OTC Markets, we intend to file annual and quarterly financial reports and other
supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.
All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous
reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.
RISK FACTORS
An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other
information contained in this Offering Circular before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you
to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and
uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering
Circular, including statements in the following risk factors, constitute forward-looking statements. (See Cautionary Statement Regarding Forward-Looking
Statements).
Risks Related to Our Company
There is doubt about our ability to develop as a viable business, and it is expected that we will need additional funding beyond this offering.
We were incorporated on October 16, 2018. Our current efforts are focused on developing sales of our CBD-products, while our long-term efforts are
focused on obtaining pesticide certification for our MiteXstream product. To date, we have derived only minimal revenues. We must obtain capital in this
offering, or from other sources, in order to pursue our complete plan of business. Further, there can be no assurance that any one of our planned business
activities will be successful.
We may be unable to obtain sufficient capital to pursue our growth strategy.
Currently, we do not have sufficient financial resources to implement our complete business plan. If this offering is successful, however, we
expect that we would, then, possess adequate capital with which to implement the initial facets of our business plan. There is no assurance that we will
sell any of the Offered Shares in this offering, nor is there any assurance that our business will be able to generate revenues that are sufficient to
sustain our operations. We are not able to offer assurance that we will be able to obtain additional sources of financing, in order to satisfy our working
capital needs.
We do not have a successful operating history.
We are without a history of successful business operations, which makes a purchase of the Offered Shares and the Selling Shareholder Shares
speculative in nature. Because of this lack of operating history, it is difficult to forecast our future operating results. Additionally, our operations will
be subject to risks inherent in the establishment of a new business, including, among other factors, efficiently deploying our capital, developing and
implementing our marketing campaigns and strategies and developing awareness and acceptance of our products.
There are risks and uncertainties encountered by early-stage companies.
As an early-stage company, we are unable to offer assurance that we will be able to overcome the lack of recognition for the Grizzly Creek Naturals
and, later, the MiteXstream brand names and our lack of capital.
We may not be successful in establishing our business model.
We are unable to offer assurance that we will be successful in bringing our products to market and earning a profit from such efforts. Should we fail
to implement successfully our business plan, you can expect to lose your entire investment.
We may never earn a profit.
Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit from our operations.
If we are unable to manage future expansion effectively, our business may be adversely impacted.
In the future, we may experience rapid growth in our business, which could place a significant strain on our operations, in general, and our internal
controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would
be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.
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We currently depend on the efforts of our executive officers' serving without current compensation; the loss of these officers could disrupt our operations
and adversely affect the development of our business.
Our success in establishing our business operations will depend, primarily, on the continued service of our President, Fabian G. Deneault, and our
Vice President, Eric Newlan. We have not yet entered into employment agreements with Messrs. Deneault and Newlan, although we expect to do so in the near
future. (See "Executive Compensation"). However, the loss of service of either of such persons, for any reason, could seriously impair our ability to execute
our business plan, which could have a materially adverse effect on our business and future results of operations. We have not purchased any key-man life
insurance.
If we are unable to recruit and retain key personnel, our business may be harmed.
If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and
facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.
Our business plan is not based on independent market studies.
We have not commissioned any independent market studies concerning the market for any of our Grizzly Creek Naturals products or for MiteXstream.
Rather, our plans for implementing our business strategy and achieving profitability are based on the experience, judgment and assumptions of our executive
officers. If these assumptions prove to be incorrect, we may not be successful in establishing our business.
Our Board of Directors may change our policies without shareholder approval.
Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our
Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any
dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the
ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve
changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.
Risks Related to Our Business
We may not be able to compete effectively in our intended markets.
Our products do not enjoy name recognition and many of our competitors possess substantially greater resources, financial and otherwise, than does
our company. There is no assurance that we will be able to establish our business and compete successfully in this environment.
Introduction of new products by competitors could harm our competitive position and results of operations.
The respective markets for our products, that is, our Grizzly Creek Naturals product line and MiteXstream, are characterized by intense competition,
evolving industry standards, evolving business and distribution models, price cutting, with resulting downward pressure on gross margins, and price
sensitivity on the part of customers. Our future success will depend on our ability to gain product name recognition and customer loyalty, as well as our
being able to anticipate and respond to emerging standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating
results could suffer. Further, intra-industry consolidations may result in stronger competitors and may, therefore, also harm our future results of operations.
If we fail to maintain a positive reputation with consumers concerning our products, we may not be able to development loyalty to our products, and our
operating results may be adversely affected.
We believe a positive reputation with customers to be highly important in developing loyalty to our products. To the extent our products are
perceived as low quality or otherwise not compelling to potential customers, our ability to establish and maintain a positive reputation and product loyalty
may be adversely impacted.
We will be subject to payment processing risk.
A portion of purchases of our products will be made online by customers using credit/debit cards. For the foreseeable future, we will rely on third
parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange
and other fees. To the extent there are disruptions in our payment processing systems, our revenue, operating expenses and results of operation could be
adversely impacted.
If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of our brands may be
diminished, and our business adversely affected.
We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with
whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of
our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brands, including Grizzly Creek Naturals
and MiteXstream, may be diminished, and the perception of our products may become confused in the marketplace. In such circumstance, our business could be
adversely affected.
Our operating results can be expected to be seasonal.
With respect to MiteXstream, sales can be expected to be seasonal in nature, with greater sales volumes occurring during the warmer months of the
growing season. However, because our business is only in its nascent stage, we are unable to predict how our operating results will be affected by such
seasonality.
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Pests, disease, severe weather, natural disasters and other conditions could result in substantial losses to our planned hemp crops and weaken our financial
condition.
Pests, crop disease, severe weather conditions, such as floods, droughts and windstorms, and natural disasters could adversely affect our ability to
produce our planned hemp crops. Should any such adverse event occur, it can be expected that we would lose our investment in the affected hemp crops.
We could be subject to product liability claims.
The sale of Grizzly Creek Naturals and MiteXstream involves the risk of injury to customers and others. There can be no assurance that the use or
consumption of any of one of our products will not cause a health-related illness or that it will not be subject to claims or lawsuits relating to such matters.
Any such claims or liabilities might not be covered by our insurance. Thus, there is no assurance that we would not incur claims or liabilities for which we are
not insured or that exceed the amount of our insurance coverage, resulting in cash outlays that could, if significant enough in nature, materially and adversely
affect our results of operations and financial condition.
Environmental and other regulation could adversely impact our planned hemp farming business, by increasing production costs.
Because our planned hemp farming business can be expected to use fertilizers, pesticides and other agricultural products, we will be subject to
regulations relating to their use and disposal. A decision by a regulatory agency to restrict significantly the use of such products that have traditionally
been used in the production of hemp could have an adverse impact on us. In addition, if a regulatory agency were to determine our company not to be in
compliance with a regulation in that agency's jurisdiction, this could result in substantial penalties.
Risks Related to Compliance and Regulation
The Offered Shares are offered pursuant to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the JOBS Act); we cannot be
certain if the reduced disclosure requirements applicable to Tier 2 issuers will diminish the attractiveness of the Offered Shares to investors.
As a Tier 2 issuer, we will be subject to scaled disclosure and reporting requirements, which may make an investment in the Offered Shares less
attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory
precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual
state securities regulators will regulate both the offer and sale of the Offered Shares, as well as any ongoing compliance to which we may be subject. If our
scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Offered Shares, we may be
unable to raise the funds necessary to implement our planned business development activities, which could severely affect the value of our common stock.
We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements
of Regulation 13D or 13G, nor Regulation 14D.
So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of
our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors
and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively.
Such information about our directors, executive officers and beneficial holders will only be available through this (and any subsequent) offering statement, as
well as periodic reports we file with OTC Markets.
Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable
future, unless and until we are required to so by the Exchange Act.
Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among
other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without
furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.
The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the
tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company's common stock for a
limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders
tendering a fixed number of their shares.
In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of
Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any
equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.
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Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to
our conducting a traditional initial public offering on Form S-1.
Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to
$50.0 million in any 12-month period under Regulation A (although we may raise capital in other ways), our company may be less attractive to investors and
it may be difficult for us to raise additional capital as and when we need it. Prospective investors may be unable to compare our business with other
companies in our industry, if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise
additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
There may be deficiencies with our internal controls that require improvements.
As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting and we will be exempt
from any independent auditor attestation requirements concerning any such report, so long as we are a Tier 2 issuer. We are in the process of evaluating
whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or
reported financial statements as compared to issuers that have conducted such independent evaluations.
Risks Related to Our Organization and Structure
As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements,
including the requirements for independent board members.
As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements
that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board
of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed
entirely of independent directors and a written audit committee charter meeting a national stock exchange's requirements, (c) a nominating/corporate
governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock
exchange's requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the
requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded
to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.
Our planned holding company structure will makes us dependent on our future subsidiaries for our cash flow and will serve to subordinate the rights of our
shareholders to the rights of creditors of our future subsidiaries, in the event of an insolvency or liquidation of any such subsidiary.
Our company, Black Bird Potentials Inc., intends to act as a holding company and, accordingly, substantially all of our future operations will be
conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will
depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries.
No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other
reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be
entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled
to receive any distribution from that sale or disposal.
Risks Related to a Purchase of the Offered Shares
There is no minimum offering and no person has committed to purchase any of the Offered Shares.
We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such
amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any
of the Offered Shares or that we will sell enough of the Offered Shares necessary to achieve any of our business objectives. Additionally, no person is
committed to purchase any of the Offered Shares.
We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock.
From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain
additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise
additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to
the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.
There is no market for the Offered Shares.
There is currently no market for our common stock. However, we intend to apply to list our common stock on the OTCQB or OTC Pink trading platforms
of OTC Markets. We have not yet obtained the agreement of a market maker to file a Rule 211 application with FINRA to obtain a trading symbol for our common
stock.
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You may never realize any economic benefit from a purchase of Offered Shares or Selling Shareholder Shares.
Because there is no current market for our common stock, there is no assurance that you will ever realize any economic benefit from your purchase
of Offered Shares or Selling Shareholder Shares.
We do not intend to pay dividends on our common stock.
We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any
dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on
their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.
Our shares of common stock will be Penny Stock, which may impair trading liquidity.
Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may
find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on
broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the
rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the
transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks
generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-
dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to
the customer in writing before or with the customer's confirmation.
It can be expected that, if trading commences in our common stock, that our common stock would be thinly traded and its market price highly volatile.
If trading in our common stock commences, of which there is no assurance, it is expected that such market would be limited in nature. A limited
market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms
acting as market makers. The market for low-priced securities is generally less liquid and more volatile than securities traded on national stock markets.
Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock, if commenced, would continue. The price
of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:
- quarterly variations in our operating results;
- operating results that vary from the expectations of investors;
- changes in expectations as to our future financial performance, including financial estimates by investors;
- reaction to our periodic filings, or presentations by executives at investor and industry conferences;
- changes in our capital structure;
- changes in market valuations of other internet or online entertainment companies;
- announcements of innovations or new services by us or our competitors;
- announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
- lack of success in the expansion of our business operations;
- announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
- additions or departures of key personnel;
- asset impairment;
- temporary or permanent inability to offer products or services; and
- rumors or public speculation about any of the above factors.
The terms of this offering were determined arbitrarily.
The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to
our company's assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be
considered as an indication of any intrinsic value of such securities. (See "Dilution").
Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock.
Our current shareholders, including our officers and directors, hold shares of our restricted common stock, but will be able to sell their shares in
the market, if one should develop. In general, our officers and directors and 10% shareholders, as affiliates, under Rule 144 may not sell more than one
percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market
price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common
stock.
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Future issuances of debt securities and equity securities could negatively affect the market price of shares of our common stock and, in the case of equity
securities, may be dilutive to existing shareholders.
In the future, we may issue debt or equity securities or incur other financial obligations, including stock dividends. Upon liquidation, it is
possible that holders of our debt securities and other loans and preferred stock would receive a distribution of our available assets before common
shareholders. We are not required to offer any such additional debt or equity securities to existing shareholders on a preemptive basis. Therefore,
additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, would dilute the holdings of our existing
common shareholders and such issuances, or the perception of such issuances, could reduce the market price of shares of our common stock.
The outstanding shares of our Series A Super Voting Convertible Preferred Stock effectively preclude current and future owners of our common stock from
influencing any corporate decision.
Our current officers, Fabian G. Deneault and Eric Newlan, control 100% of the outstanding shares of our Series A Super Voting Convertible Preferred
Stock. The Series A Super Voting Convertible Preferred Stock has 500 times that number of votes on all matters submitted to the holders of our common stock
and votes together with the holders of our common stock as a single class. Messrs. Deneault and Newlan will, therefore, be able to control the management
and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation
or sale of all or substantially all of our assets, and any other significant corporate transaction. Their control of the outstanding Series A Super Voting
Convertible Preferred Stock may also delay or prevent a future change of control of our company at a premium price, if they oppose it.
You will suffer dilution in the net tangible book value of the Offered Shares or Selling Shareholder Shares you purchase in this offering.
If you acquire any Offered Shares or Selling Shareholder Shares, you will suffer immediate dilution, due to the lower book value per share of our
common stock compared to the purchase price of the Offered Shares in this offering. (See "Dilution").
As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal
securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the
event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material
respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.
DILUTION
Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per
share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In
this offering, dilution is attributable primarily to our negative net tangible book value per share.
If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per
Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of December 31, 2018, was $42,662,
or $0.001 per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the
total number of shares outstanding.
The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25%
of the Offered Shares are sold.
Assuming the Sale of 100% of the Offered Shares
Assumed offering price per share.....................................................................$0.05
Net tangible book value per share as of December 31, 2018............................................$0.001
Increase in net tangible book value per share after giving effect to this offering...................$0.025
Pro forma net tangible book value per share as of December 31, 2018..................................$0.026
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering.......$0.024
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Assuming the Sale of 75% of the Offered Shares
Assumed offering price per share.....................................................................$0.05
Net tangible book value per share as of December 31, 2018............................................$0.001
Increase in net tangible book value per share after giving effect to this offering...................$0.022
Pro forma net tangible book value per share as of December 31, 2018..................................$0.023
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering.......$0.027
Assuming the Sale of 50% of the Offered Shares
Assumed offering price per share.....................................................................$0.05
Net tangible book value per share as of December 31, 2018............................................$0.001
Increase in net tangible book value per share after giving effect to this offering...................$0.017
Pro forma net tangible book value per share as of December 31, 2018..................................$0.018
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering.......$0.032
Assuming the Sale of 25% of the Offered Shares
Assumed offering price per share.....................................................................$0.05
Net tangible book value per share as of December 31, 2018............................................$0.001
Increase in net tangible book value per share after giving effect to this offering...................$0.01
Pro forma net tangible book value per share as of December 31, 2018..................................$0.011
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering.......$0.039
USE OF PROCEEDS
The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares
and assuming the payment of no sales commissions or finder's fees. There is, of course, no guaranty that we will be successful in selling any of the Offered
Shares in this offering.
Assumed Percentage of Offered Shares Sold in This Offering
25% 50% 75% 100%
__________________________________________________________________________________________________________
Number of Offered Shares sold 12,500,000 25,000,000 37,500,000 50,000,000
Gross proceeds $ 625,000 $1,250,000 $1,875,000 $2,500,000
Offering expenses 15,000 15,000 15,000 15,000
__________ __________ __________ __________
Proceeds to our company $ 610,000 $1,235,000 $1,860,000 $2,485,000
The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75%
and 100% of the Offered Shares. All amounts set forth below are estimates.
Use of Proceeds for Assumed Percentage of Offered Shares Sold in This Offering
25% 50% 75% 100%
__________ __________ __________ __________
Product Manufacturing $ 100,000 $ 200,000 $ 300,000 $ 400,000
Purchase of Inventories(1) 100,000 200,000 300,000 400,000
Product Testing 20,000 20,000 20,000 20,000
Hemp Production 20,000 50,000 100,000 150,000
CBD Extraction Facility 60,000 60,000 60,000 60,000
Land Acquisition --- 50,000 100,000 240,000
Sales and Marketing 125,000 325,000 500,000 625,000
General and Administrative Expenses 100,000 200,000 300,000 400,000
Working Capital 85,000 130,000 180,000 190,000
__________ __________ __________ __________
TOTAL $ 610,000 $1,235,000 $1,860,000 $2,485,000
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______________________________________________
(1) We will purchase inventories of MiteXstream concentrate, 4XXstream Clean concentrate and Grow Clean 4XXstream concentrate from
a related party, Touchstone Enviro Solutions, Inc. (See "Certain Relationships and Related Transactions").
We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The
allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans,
assumptions made with respect to the industries in which we currently or, in the future, expect to operate, general economic conditions and our future revenue
and expenditure estimates.
Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our
management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will
depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may
find it necessary or advisable to use portions of the proceeds of this offering for other purposes.
In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our
securities or by borrowing funds. Currently, we do not have any committed sources of financing.
PLAN OF DISTRIBUTION
Selling Shareholders Shares
A total of 843,000 Selling Shareholder Shares are offered hereby. The Selling Shareholder Shares offered under this Offering Circular by the Selling
Shareholders may be sold from time to time for the account of the Selling Shareholders named in the following table at a fixed price of $.05 per share until our
common stock is listed by OTC Markets on its OTCQB or OTC Pink trading platforms, and, thereafter, at prevailing market prices or privately negotiated prices.
We will not receive any proceeds from sales of the Selling Shareholder Shares. The table also contains information regarding each Selling Shareholder's
beneficial ownership of shares of our common stock as of the date of this Offering Circular, and as adjusted to give effect to the sale of the Selling
Shareholder Shares offered hereunder. Other than the relationships described below, none of the Selling Shareholders had or has any material relationship with
our company. None of the Selling Shareholders is a family member of the current officers and directors of our company.
Prior to this Offering After this Offering
____________________________ ____________________________
# of Shares # of Shares
Position, Office # of Shares % Offered for the to Be % to Be
Name of or Other Beneficially Beneficially Account of the Beneficially Beneficially
Selling Shareholder Material Relationship Owned Owned (1) Selling Shareholder Owned Owned (2)
Jacob Beh N/A 1,250,000 2.65% 250,000 1,000,000 1.01%
Wade Naef N/A 200,000 * 40,000 160,000 *
Israel Provo N/A 75,000 * 15,000 60,000 *
Erik Sommers N/A 250,000 * 50,000 200,000 *
Gene Sommers N/A 60,000 * 12,000 48,000 *
Harry & Rosemary Sommers N/A 80,000 * 16,000 64,000 *
Phil West N/A 50,000 * 10,000 40,000 *
Chris Sperling N/A 1,250,000 2.65% 250,000 1,000,000 1.01%
Richard Beh N/A 1,000,000 2.20% 200,000 800,000 *
_______
Total Selling Shareholder Shares 843,000
____________________________________________________________________________________________________
* Less than 1%.
(1) Based on 49,415,000 shares outstanding.
(2) Based on 99,415,000 shares outstanding, assuming the sale by us of all 50,000,000 of the Offered Shares.
We will not receive proceeds from the sale of shares by the Selling Shareholders. Purchasers from the Selling Shareholders will not be required to sign
the subscription agreement required of purchasers of the Offered Shares.
Each of the Selling Shareholders in this offering may be considered an underwriter, as that term is defined in Section 2(11) of the Securities Act. We
are not aware of any underwriting arrangements that have been entered into by the Selling Shareholders. The distribution of the Selling Shareholder Shares by
the Selling Shareholders may be effected in one or more transactions that may take place in the public markets, including broker's transactions or privately
negotiated transactions.
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The Selling Shareholders may pledge all or a portion of their respective Selling Shareholder Shares owned as collateral for margin accounts or in loan
transactions, and the Selling Shareholder Shares may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by any
such Selling Shareholder, the pledge in such loan transaction would have the same rights of sale as the Selling Shareholders under this Offering Circular. The
Selling Shareholders may also enter into exchange traded listed option transactions, which require the delivery of the Selling Shareholder Shares listed under
this Offering Circular. The Selling Shareholders may also transfer the Selling Shareholder Shares owned in other ways not involving market makers or
established trading markets, including directly by gift, distribution or other transfer without consideration, and upon any such transfer the transferee would
have the same rights of sale as Selling Shareholders under this Offering Circular.
The Selling Shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation
M, which may limit the timing of purchases and sales of any of the securities by the Selling Shareholders or any such other person. We have instructed the Selling
Shareholders that they may not purchase any of our securities while they are selling their respective Selling Shareholder Shares under this Offering Circular.
We will not pay for any expenses relating to the sale of Selling Shareholder Shares by the Selling Shareholders, except the expenses related to filing
this Offering Circular.
This offering by the Selling Shareholders will terminate on the earlier of the date on which the shares are eligible for resale without restrictions
pursuant to Rule 144 under the Securities Act and the date on which all shares offered by this Offering Circular have been sold by the Selling Shareholders.
Offered Shares
In General. Our company is offering a maximum of 50,000,000 Offered Shares on a best-efforts basis, at a fixed price of $0.05 per Offered Share; any funds
derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date
on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is
earlier terminated by us, in our sole discretion.
There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately
available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account
during the offering period and no funds will be returned, once an investor's subscription agreement has been accepted by us.
We intend to sell the Offered Shares in this offering through the efforts of our President, Fabian G. Deneault. Mr. Deneault will not receive any
compensation for offering or selling the Offered Shares. We believe that Mr. Deneault is exempt from registration as a broker-dealer under the provisions of Rule
3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Deneault:
- is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
- is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; and
- is not an associated person of a broker or dealer; and
- meets the conditions of the following:
- primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with
transactions in securities; and
- was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
- did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs
(a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.
As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we
reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 7.0% of
the gross offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard
selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of
commissions of up to 7% on the sale of Offered Shares effected by the broker-dealer.
Procedures for Subscribing. If you are interested in subscribing for Offered Shares in this offering, please go to www.bbpotentials.com/reg-a and
electronically receive and review the information set forth on such website.
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Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:
- Execute and deliver to us a fully completed subscription agreement; and
- Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.
Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement
have been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will
return all monies from rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares s
ubscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All
accepted subscription agreements are irrevocable.
This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download
24 hours per day, 7 days per week on our website at www.bbpotentials.com/reg-a, as well as on the SEC's website, www.sec.gov.
An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an
investor's funds have cleared and we accept the investor as a shareholder.
By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of
the subscription agreement and attests that the investor meets certain minimum financial standards. (See "State Law Exemption and Offerings to 'Qualifed
Purchasers'" below).
An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs,
Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.
Minimum Purchase Requirements. You must initially purchase at least $100.00 of the Offered Shares in this offering. If you have satisfied the minimum
purchase requirement, any additional purchase must be in an amount of at least $50.00.
State Law Exemption and Offerings to "Qualified Purchasers". The Offered Shares are being offered and sold only to "qualified purchasers" (as defined in
Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state "Blue Sky"
law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that the Offered Shares offered hereby are offered and sold only
to "qualified purchasers". "Qualified purchasers" include: (a) "accredited investors" under Rule 501(a) of Regulation D and (b) all other investors, so long as
their investment in Offered Shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater
of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor's subscription in whole or in
part for any reason, including if we determine, in our sole and absolute discretion, that such investor is not a "qualified purchaser" for purposes of Regulation A.
We intend to offer and sell the Offered Shares to qualified purchasers in every state of the United States.
Issuance of Certificates. Upon settlement, that is, at such time as an investor's funds have cleared and we have accepted an investor's subscription
agreement, we will issue a certificate or certificates representing such investor's purchased Offered Shares.
Transferability of the Offered Shares. The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities
laws or regulations.
Advertising, Sales and Other Promotional Materials. In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we
expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to
this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case
only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the
publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by
this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will
not give a complete understanding of our company, this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made
only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their
decision to invest in the Offered Shares.
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DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 300,000,000 shares of common stock, $.00001 par value per share, and 1,000,000 shares of Series A Super Voting
Preferred Stock, $.00001 par value per share. As of the date of this Offering Circular, there were 49,415,000 shares of our common stock issued and outstanding, held
by 11 holders of record; and 1,000,000 shares of Series A Super Voting Preferred Stock issued and outstanding.
Common Stock
The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by
our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution
or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or
rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our bylaws provide that, at all
meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise
required by Wyoming law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize
any corporate action to be taken by vote of the shareholders.
Series A Super Voting Convertible Preferred Stock
Voting. The holders of the Series A Super Voting Convertible Preferred Stock has 500 times that number of votes on all matters submitted to the shareholders
that each shareholder of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their
action or consideration. The holders of the Series A Super Voting Convertible Preferred Stock shall vote together with the holders of our common stock as a single
class.
All of the issued and outstanding shares of Series A Super Voting Convertible Preferred Stock are owned, directly or indirectly, by Fabian G. Deneault and
Eric Newlan, our current officers and directors. Through their ownership of our Series A Super Voting Convertible Preferred Stock, Messrs. Deneault and Newlan
control all corporate matters of our company.
Dividends. Holders of Series A Super Voting Convertible Preferred Stock shall not be entitled to receive dividends paid on our company's common stock.
Dividends paid to holders of the Series A Super Voting Convertible Preferred Stock are at the discretion of our Board of Directors.
Liquidation Preference. Upon the liquidation, dissolution and winding up of our company, whether voluntary or involuntary, holders of the Series A Super
Voting Convertible Preferred Stock are not entitled to receive any of the assets of our company.
Conversion Rights. The shares of Series A Super Voting Convertible Preferred Stock are convertible into shares of our common stock, as follows:
- the shares of Series A Super Voting Convertible Preferred Stock may, as a single block of 100% of the then-issued and outstanding shares of Series
A Super Voting Convertible Preferred Stock, be converted one time only into a number of shares that equals 51% of our then-outstanding shares of common stock; and
- the right of holders of Series A Super Voting Convertible Preferred Stock to convert into shares of common stock shall be available only in
connection with a business combination transaction, including, without limitation, a merger or reorganization, to which our company is a party, and in connection
with the sale of all or substantially all of the assets of our company, except if any such transaction involves any affiliate of our company, in which case no such
right of conversion shall exist.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be
able to elect any of our directors. As of the date of this Offering Circular, our officers and directors own, directly or indirectly, a total of 45,200,000 shares,
or approximately 91.47%, of our outstanding common stock, which ownership percentage would be reduced to approximately 45.46%, assuming all of the Offered Shares
are sold in this offering.
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In addition, our officers and directors, Fabian G. Deneault and Eric Newlan, control all of the issued and outstanding shares of Series A Super Voting
Convertible Preferred Stock and, thereby, control all corporate matters relating to our company. (See "Risk Factors-Risks Related to a Purchase of the Offered
Shares" and "Security Ownership of Certain Beneficial Owners and Management").
Pre-emptive Rights
As of the date of this Offering Circular, no holder of any shares of our common stock or Series A Super Voting Convertible Preferred Stock has pre-emptive
or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not disclosed herein.
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Shareholder Meetings
Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as
otherwise provided under Nevada law.
Transfer Agent
We have retained the services of Action Stock Transfer Corporation, 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121, as the transfer
agent for our common stock. Action Stock Transfer's website is located at: www.actionstocktrasfer.com. No information found on Action Stock Transfer's website is part
of this Offering Circular.
BUSINESS
General
Our company was incorporated in the State of Wyoming on October 16, 2018. We have become engaged in the production and sale of products containing Cannabidiol,
or CBD, derived from industrial hemp that contains no more than .03% tetrahydrocannabinol (THC), the principal psychoactive constituent of cannabis (marijuana). These
products are marketed under the "Grizzly Creek Naturals" brand name. Also, our company has been approved as a participant in the Montana Hemp Pilot Program, under which
we will be a legal grower of industrial hemp.
Also, we own the exclusive rights to distribute an environmentally-friendly pesticide (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. The process for obtaining U.S. EPA
certification of MiteXstream as a pesticide will commence in March 2019. Sales of MiteXstream will not commence until EPA certification is achieved.
We maintain our principal offices at 30 North Gould, Suite R, Sheridan, Wyoming 82801. Our telephone number is (406) 214-0589; our corporate website is located
at: www.bbpotentials.com. No information found on our website is part of this Offering Circular.
Overview
We have identified three initial broad areas of business in which we have established, or intend to establish, operations and, thus, into which we intend to
direct our available capital. These lines of business are:
- Hemp and CBD
- MiteXstream Pesticide
- Enthusiast Products
Our management expects that, as our company expands these lines of business, other business opportunities will arise. However, no prediction can be made in
this regard.
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Hemp-Related Businesses
Hemp. Hemp, or "industrial hemp", is a variety of the Cannabis sativa plant species that is grown specifically for the industrial uses of its derived products.
According to a 2015 article by Wesley Tourangeau entitled "Re-defining Environmental Harms: Green Criminology and the State of Canada's Hemp Industry" appearing in the
Canadian Journal of Criminology & Criminal Justice, hemp was one of the first plants to be spun into usable fiber some 10,000 years ago.
Hemp is capable of being refined into a variety of commercial items, including biodegradable plastics, paper, textiles, paint, biofuel, food and animal feed.
Although cannabis as a drug (marijuana) and industrial hemp both derive from the species Cannabis sativa and contain the psychoactive component
tetrahydrocannabinol (THC), they are distinct strains with unique phytochemical compositions and uses. Hemp has lower concentrations of THC and higher concentrations
of cannabidiol (CBD), which decreases or eliminates its psychoactive effects. In the United States, hemp has long been heavily regulated.
Recent Changes in Federal Law. In December 2018, President Trump signed the 2018 Farm Bill. Under the 2018 Farm Bill, hemp is now legal in the United
States-with restrictions. Prior to the 2018 Farm Bill, industrial hemp (that which contained less than .03% THC) could be grown legally under allowed pilot programs
that were approved by both the U.S. Department of Agriculture and state departments of agriculture-the Montana Hemp Pilot Program (the "MT Hemp Program") is one such
pilot program. The previous system permitted small-scale expansion of hemp cultivation for limited purposes. The 2018 Farm Bill is more expansive. It allows hemp
cultivation broadly, not simply pilot programs for studying market interest in hemp-derived products. It explicitly allows the transfer of hemp-derived products across
state lines for commercial or other purposes. The 2018 Farm Bill also puts no restrictions on the sale, transport or possession of hemp-derived products, so long as
those items are produced in a manner consistent with the law. The new Farm Bill does not, however, create a completely free system in which individuals or businesses can
grow hemp whenever and wherever they want.
In fact, a common misunderstanding that exists about the 2018 Farm Bill is that CBD is legalized. While it is true that Section 12619 of the Farm Bill removes
hemp-derived products from its Schedule I status under the Controlled Substances Act, the legislation does not legalize CBD generally. The 2018 Farm Bill ensures that
any cannabinoid-a set of chemical compounds found in the cannabis (hemp) plant-that is derived from hemp will be legal, if and only if that hemp is produced in a
manner consistent with the 2018 Farm Bill, associated federal regulations, associated state regulations and by a licensed grower. All other cannabinoids produced in any
other setting remain a Schedule I substance under federal law and are, thus, illegal.
Industrial Hemp Industry Information. Spurred on by extremely strong growth in CBD sales, industrial hemp production more than doubled in 2017, with similar
growth forecast through at least the next decade. CBD represents the fastest growing subset of the U.S. industrial hemp market. According to a recent report by Brightfield
Group, hemp-derived CBD is projected to be a billion-dollar annual market by 2020. The report also estimates that CBD sales will experience an approximate year-over-year
growth rate of 55%.
At the start of 2018, Vote Hemp, an advocacy organization, stated that acreage dedicated to industrial hemp production stood at 23,000 acres, up from 10,000 acres
at the beginning of 2017.
Currently, the majority of hemp products sold in the U.S.-such as hemp foods, healthcare products, textiles and building materials-are imported from other
countries. However, as domestic restrictions continue to ease, U.S. companies are acquiring, and are expected to continue to acquire, a greater percentage of the hemp
product market, both in the U.S. and internationally.
Hemp-Related Operations. 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 production, sale and distribution of CBD products.
Cultivation of Hemp --> Extraction of CBD --> CBD Products
Montana Hemp Pilot Program. Industrial hemp was authorized as an alternative agricultural crop by the Montana Legislature, Sections 80-18-101 through 80-18-111
of Montana Code Annotated. The MT Pilot Program is the embodiment of this Montana law which provides a framework for legal commercial industrial hemp production in Montana.
Our company has been approved as a licensed hemp grower in the MT Pilot Program and we have purchased our first supply of hemp seeds. By the end of March 2019,
we expect to have begun the cultivation of our first hemp crop in the Ronan, Montana, area. Through at least the summer of 2019, we intend to grow our hemp in a greenhouse
facility leased from our president, Fabian G. Deneault. (See "Certain Relationships and Related Transactions"). Should business conditions warrant, we would expand our
hemp growing operations into available nearby indoor facilities. In addition, beginning in 2020, it is possible that we would further expand our hemp
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growing operations outdoors onto available nearby farmland. No prediction can be made with respect to any such expansion of our hemp growing operations.
Each 13 months, our indoor growing operations will be capable of producing four full crops of hemp. In Montana, our outdoor growing operations would be capable
of producing a single full crop of hemp each calendar year.
Once harvested, our hemp crops would be transported to our planned CBD extraction facility to be located in the Ronan, Montana, area.
Cultivation of Hemp --> Extraction of CBD --> CBD Products
CBD Extraction Facility. With approximately $60,000 of the proceeds of this offering, we intend to construct a CBD extraction facility in the Ronan, Montana,
area, the precise size and location of which has not yet been determined.
In addition to extracting CBD from our own hemp crops for use in our Grizzly Creek Naturals line of CBD products, we intend to seek to establish our company as
the leading CBD extraction facility in the State of Montana. Our efforts in this regard are supported by the rules of the MT Pilot Program which require that all hemp
grown in Montana be processed within Montana. There is no assurance that we will be able to so establish our company's CBD extraction facility.
By establishing a CBD extraction facility, we expect that we would enjoy a significant reduction in the cost of CBD compared to purchasing needed CBD from third
parties, as we do currently.
Information Regarding Hemp CBD Extraction. CBD is one of the three main chemicals found in the trichomes of the cannabis plant. There are several methods for
extracting CBD from cannabis, including industrial hemp. The most common methods use a form of solvent. This can be a liquid solvent, an oil solvent or CO2.
Liquid Solvent Extraction. In this method, plant material, like flowers and trim, are put into a container. Liquid solvent (usually butane, isopropyl alcohol,
hexane or ethanol) is run through the plant matter to strip it of "cannabinoids" and "flavors" and transfer them into the liquid. Then, the liquid is evaporated away
from this mixture to leave only concentrated chemicals and flavors in the form of an oil.
Oil Extraction. Using oils, especially olive oil, to extract cannabinoids from hemp and cannabis is a practice believed to date back to Biblical times. First,
raw plant material must be decarboxylated, or heated to a specific temperature for a certain length of time to activate the chemicals in the plant. Plant material is
then added to olive oil and heated to 100C for 1-2 hours to extract the cannabinoids.
CO2 Extraction. Carbon Dioxide (CO2) is a unique molecule that can function as any state of matter-solid, liquid or gas-depending on the pressure and
temperature under which it is kept. Because variables like pressure and temperature have to be kept very specific in a CO2 extraction process, this extraction method
is usually done with a piece of equipment called a "closed-loop extractor". This machine has three chambers: the first chamber holds solid, pressurized CO2, the second
chamber contains dry plant material and the third chamber separates the finished product.
When performing the extraction, the solid CO2 from the first chamber is pumped into the second with the plant material. This second chamber is kept at a specific
pressure and temperature which causes the CO2 to behave more like a liquid so that it runs through the plant material and extracts chemicals and flavors, much like in the
liquid solvent process. Then, the CO2-cannabinoid mixture is pumped into a third chamber where it is kept at an even lower pressure and higher temperature so that the CO2
gas rises to the top of the chamber while the oils containing chemicals and flavors from the plant material fall to the bottom to be collected for consumption.
Our planned CBD extraction facility will employ a CO2 extraction process.
Post-CBD Extraction. Following the CBD extraction process, the hemp remains substantially intact. Our management has yet to determine how the post-extraction
hemp will be processed into one or more products into which hemp is able to be refined.
Cultivation of Hemp --> Extraction of CBD --> CBD Products
Grizzly Creek Naturals. 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. Following the harvest of our first hemp crop and extraction of 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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Sales of our Grizzly Creek Naturals products began in March 2019. We currently sell CBD Hemp Oil and a CBD Skin Moisturizer under our Grizzly Creek Naturals brand
name, with additional CBD products in development. In addition to our oil and moisturizer products, we may, in the near future, introduce additional CBD products. However,
no determination in this regard has been made.
In the near future, we intend to introduce CBD products for small and large animals under our Grizzly Creek Naturals brand name.
Perceived Benefits of CBD. The current growth in sales of CBD products is primarily due to perceived benefits expressed by those who have used CBD products.
While our company does not make any claims as to the effectiveness or potential benefits of CBD, the following perceived benefits expressed by those which have used
CBD products include, among others:
- Relief for Chronic Pain
- Reduces Seizures
- Reduces Anxiety and Depression
- Reduces Inflammation
- Promotes Healthy Weight
- Improves Heart Health
- Improves Skin Conditions
(Source: CBD Oil Benefits and Uses for Pain, Anxiety, Cancer and More,
Dr. Josh Axe, DC, DMN, CNS; https://draxe.com/cbd-oil-benefits)
Competitive Strengths and Weaknesses. With respect to our Grizzly Creek Naturals products, we believe our company possesses the competitive strengths and
weaknesses:
Competitive Strengths Competitive Weaknesses
- our products are produced using - Grizzly Creek Naturals does not
high-quality ingredients yet enjoy brand name recognition
- we enjoy low overhead costs - we possess limited capital
- we have limited personnel
Sales and Distribution. Our sales efforts are centered in Western Montana and are only in the nascent stage. In the near future, we will establish a sales
presence online through our website, www.gc03naturals.com, and, thereafter, through Amazon and other online sales portals. The proceeds of this offering will permit
us to establish a more robust sales and marketing effort.
Competition. The market for CBD-related products is growing rapidly and the competition for customers is highly competitive and highly fragmented, with no
significant barriers to entry. We expect competitive conditions to increase over time.
Regulation. Under the 2018 Farm Bill, CBD products may be sold legally, if and only if the hemp from which the CBD is derived is produced in a manner
consistent with the 2018 Farm Bill, associated federal regulations, associated state regulations and by a licensed grower. Our CBD products are in compliance with
the provisions of the 2018 Farm Bill.
MiteXstream
Approval as Pesticide. We intend to have MiteXstream approved as a pesticide by the U.S. Environmental Protection Agency, and, thereafter, approved,
initially, for use in the various states in which cannabis is grown. We expect the cost of such process to not exceed $40,000. To assist our company in this approval
process, we have retained Spring Trading Company of Magnolia, Texas, an EPA pesticide consulting firm. In March 2019, we will initiate required testing: the Acute
Toxicity Test and the Storage Stability Test, which will last approximately three months. Upon completion of such testing, we will make our pesticide application to
the EPA, which process is expected to take between six and eight months. Assuming EPA approval, we would then apply to the various states for approval; the state
approval process takes between one and eight months, variously, which we expect to begin to occur in the first quarter of 2020.
Until we obtain the required pesticide certifications, we will not sell any MiteXstream. As soon as we have obtained the required pesticide approvals, we
intend to launch immediately our planned MiteXstream sales and distribution efforts.
Background-The Spider Mite Problem. Our President, Fabian G. Deneault, has, since 2017, been a licensed dispenser of medical marijuana (MMJ) in the State
of Montana and, as such, is permitted to grow marijuana plants for use in his MMJ dispensary business. As a licensed medical marijuana grower, Mr. Deneault
encountered infestations of spider mites on his plants. To combat the spider mites, Mr. Deneault developed the MiteXstream formulation (see "Product Effectiveness"
below).
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Mr. Deneault soon came to understand that the spider mite issue is an industry-wide issue. In fact, in addition to marijuana, spider mites are a
significant pest in the production of hemp and hops, among other agricultural products.
Product Effectiveness. In testing done by our company, we have determined that, when mixed with water at the prescribed dilution rate, MiteXstream is
effective in eliminating spider mites and their eggs, with no risk of plant damage.
Further, based on independent lab testing (see results under "Independent Lab Testing" below), users of MiteXstream are able to treat their cannabis
(marijuana) plants through the day of harvest and still satisfy state-level pesticide testing standards.
Independent Lab Testing. In January 2019, Stillwater Labs, an Olney, Montana-based medical marijuana testing facility, concluded its testing of a cannabis
sample treated only with MiteXstream. In addition to testing for pesticides prohibited by the State of Montana, Stillwater Labs also tested for pesticides prohibited
by the State of Oregon, the most stringent state-level marijuana testing standard. The results of this testing, presented as being measured in parts per billion (PPB),
are set forth below.
Montana Pesticide Testing Standard
Analyte Montana Allowable Limit (PPB) MiteXstream Treated Sample (PPB)
____________________ _____________________________ ________________________________
Abamectin 500 0
Acequinocy 2000 0
Bifenazate 200 0
Bifenthrin 200 0
Chlormequat Chloride 1000 0
Cyfluthrin 1000 0
Daminozide 1000 0
Etoxazole 200 0
Fenoxycarb 200 0
Imazalil 200 0
Imidacloprid 400 0
Myclobutanil 200 0
Paclobutrazol 400 0
Pyrethrin I 1000 0
Spinosyn A 200 0
Spinosyn D 200 0
Spiromefesin 200 0
Spirotetramat 200 0
Trifloxystrobin 200 0
Oregon Pesticide Testing Standard
Analyte Oregon Allowable Limit (PPB) MiteXstream Treated Sample (PPB)
____________________ ____________________________ ________________________________
Abamectin 500 0
Acequinocy 2000 0
Bifenazate 200 0
Bifenthrin 200 0
Chlormequat Chloride N/A 0
Cyfluthrin 1000 0
Daminozide 1000 0
Etoxazole 200 0
Fenoxycarb 200 0
Imazalil 200 0
Imidacloprid 400 0
Myclobutanil 200 0
Paclobutrazol 400 0
Pyrethrin I 1000 0
Spinosyn A 200 0
Spinosyn D 200 0
Spiromefesin 200 0
Spirotetramat 200 0
Trifloxystrobin 200 0
Acephate 400 0
Acetamiprid 200 0
Aldicarb 400 0
Azoxystrobin 200 0
Boscalid 400 0
Carbaryl 200 0
Carbofuran 200 0
Chloantraniliprole 200 0
Chlorpyrifos 200 0
Clofentezine 200 0
Cypermethrin 1000 0
Diazinon 200 0
Dichlorvos 100 0
Dimethoate 200 0
Etofenprox 400 0
Fenpyroximate 400 0
Fipronil 400 0
Flonicamid 1000 0
Fludioxonil 400 0
Hexythiazox 1000 0
Kresoxym-methyl 400 0
Malathion 200 0
Metalaxyl 200 0
Methiocarb 200 0
Methomyl 400 0
Oxamyl 1000 0
Permethrins 200 1*
Phosmet 200 0
Piperonyl Butoxide 2000 0
Prallethrin 200 0
Propiconazole 400 0
Pyridaben 200 0
Spiroxamine 400 0
Tebuconazole 400 0
Thiacloprid 200 0
Thiamethoxam 200 0
_____________________________________________________________________
* Noted in the report of Stillwater Labs as possible ambient environmental contamination.
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Enthusiast Products
Custom Glass. During the last half of 2019, we intend to begin to sell glass pipes and other smoking ware online. Certain of the glass offerings will have been
produced by Montana-based artisans. Also, custom, customer-designed glass pieces will be available to customers.
4XXstream Clean. 4XXstream Clean is, for purposes of assigning an industrial use, categorized as a cleaner/degreaser product. 4XXstream Clean is a plant-based,
non-toxic, safe and extremely powerful solution that expedites the natural bio-degradation process of hydrocarbons and other compounds. Because 4XXstream Clean quickly
eradicates tar and other smoke residue, we market 4XXstream Clean as a pipe cleaner that leaves zero residue. We have not yet determined when we will begin to sell
4XXstream Clean.
Grow Clean 4XXstream. Grow Clean 4XXstream is also categorized as a cleaner/degreaser product. Grow Clean 4XXstream is a plant-based, non-toxic, safe and
extremely powerful solution that expedites the natural bio-degradation process of hydrocarbons and other compounds. Because 4XXstream Clean is a zero-residue cleaner,
we market Grow Clean 4XXstream as an all-purpose cleaner for greenhouse "grow" operations. We have not yet determined when we will begin to sell Grow Clean 4XXstream.
Insurance
We have not yet purchased product liability or other insurance. However, our management intends to secure commercially reasonable insurance policies in the very
near future, policies that would reflect our current level of operations.
Intellectual Property
In General. We regard our rights to intellectual property pertaining to "Grizzly Creek Naturals", "MiteXstream", "4XXstream Clean" and "Grow Clean 4XXstream" and
our business know-how as having significant value and as being an important factor in the marketing of our products. Our policy is to establish, enforce and protect our
intellectual property rights using the intellectual property laws.
Patents. Currently, we own no interest in any patent or patent application. None of the products that we sell in our business is the subject of any patent or
patent application. Due to such lack of patent protection, neither our company nor our licensor may be unable to defend our or its rights to such intellectual property.
(See "Risk Factors").
Trademarks. We are the owner of the following trademarks: "Grizzly Creek Naturals", "MiteXstream", "4XXstream Clean" and "Grow Clean 4XXstream". In the near
future, we intend to file for registration of these trademarks with the U.S. Patent and Trademark Office.
Employees
We currently have no employees other than our current executive officers, both of whom currently serve without compensation. Upon our obtaining adequate funding,
we expect that we would hire a small number of employees. We have used, and, in the future, expect to use, the services of certain outside consultants and advisors as
needed on a consulting basis.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements
included herein.
Overview and Outlook
We are a development-stage company that has become engaged in the production and sale of products containing CBD derived from industrial hemp that contains no
more than .03% THC. These products are marketed under the "Grizzly Creek Naturals" brand name.
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In March 2019, our company was approved as a participant in the Montana Hemp Pilot Program, under which we will be a legal grower of industrial hemp.
We own the exclusive rights to distribute an environmentally-friendly pesticide (which we 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. The process for obtaining U.S.
EPA certification of MiteXstream as a pesticide will commence in March 2019. Sales of MiteXstream will not commence until EPA certification is achieved, which is
expected to occur during the first quarter of 2020.
We intend to offer a line of products that would be attractive to marijuana enthusiasts, which efforts are expected to commence during the last half of 2019.
Principal Factors Affecting Our Financial Performance
Our future operating results will be primarily affected by the following factors:
- our ability to attract and retain customers for our Grizzly Creek Naturals products;
- our ability to maintain the value proposition of MiteXstream, once certified as a pesticide, vis-a-vis other available spider mite control products;
and
- our ability to contain our operating costs.
Based on our current business plan, we expect that our revenues will increase from quarter to quarter for the foreseeable future, beginning with the quarter
ending March 31, 2019. We expect to incur operating losses through at least June 30, 2019, until sales volumes of our Grizzly Creek Naturals increase significantly.
Further, because of our current lack of capital and the current lack of brand name awareness of Grizzly Creek Naturals, we cannot predict the levels of our future
revenues.
Results of Operations
76 Days Ended December 31, 2018 (the "Initial Period"). During the Initial Period, we generated no revenues and incurred only nominal expenses.
Since December 31, 2018, we have begun to make sales of Grizzly Creek Naturals products and we expect that such sales will increase significantly during the
remainder of 2019, although we are unable to predict the amount of such increase. Likewise, as our Grizzly Creek Naturals sales increase, our monthly expenses can be
expected to increase at a similar rate, although we are unable to predict the amount of such increase.
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 segments.
These functions are (a) the cultivation of hemp, (b) the extraction of CBD from the cultivated hemp and (c) the production, sale and distribution of CBD products under
the Grizzly Creek Naturals brand name.
Cultivation. Our company has been approved as a licensed hemp grower in the MT Pilot Program and we have purchased our first supply of hemp seeds. By the end
of March 2019, we expect to have begun the cultivation of our first hemp crop. Through at least the summer of 2019, we intend to grow our hemp in a greenhouse
facility. Should business conditions warrant, we would expand our hemp growing operations into available nearby indoor facilities. In addition, beginning in 2020, it
is possible that we would further expand our hemp growing operations outdoors onto available nearby farmland. No prediction can be made with respect to any such
expansion of our hemp growing operations. Each 13 months, our indoor growing operations will be capable of producing four full crops of hemp. In the Ronan, Montana,
area, our outdoor growing operations, if established, will be capable of producing a single full crop of hemp each calendar year. Once harvested, our hemp crops would
be transported to our planned CBD extraction facility to be located in the Ronan, Montana, area.
Extraction. We intend to construct a CBD extraction facility in the Ronan, Montana, area, the precise size and location of which has not yet been determined.
In addition to extracting CBD from our own hemp crops for use in our Grizzly Creek Naturals line of CBD products, we intend to seek to establish our company as the
leading CBD extraction facility in the State of Montana. Our efforts in this regard are supported by the rules of the MT Pilot Program which require that all hemp
grown in Montana be processed within Montana. There is no assurance that we will be able to so establish our company's CBD extraction facility. By establishing a CBD
extraction facility, we expect that we would enjoy a significant reduction in the cost of CBD compared to purchasing needed CBD from third parties, as we do currently.
Following the CBD extraction process, the hemp remains substantially intact. Our management has yet to determine how the post-extraction hemp will be processed into
one or more products for sale.
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Grizzly Creek Naturals. We have created "Grizzly Creek Naturals" as the brand name for our CBD-related products. Sales of our Grizzly Creek Naturals products
began in March 2019. We currently sell CBD Hemp Oil and a CBD Skin Moisturizer under our Grizzly Creek Naturals brand name, with additional CBD products in
development. In the near future, we intend to introduce CBD Hemp Oil products for small and large animals under our Grizzly Creek Naturals brand name. Our sales
efforts are centered in Western Montana. In the near future, we will establish a sales presence online through our website, www.gc03naturals.com, and, thereafter,
through Amazon. The proceeds of this offering will permit us to establish a more robust sales and marketing effort.
MiteXstream. We intend to have MiteXstream approved as a pesticide by the U.S. Environmental Protection Agency, and, thereafter, approved, initially, for use
in the various states in which cannabis is grown. Until we obtain the required pesticide certifications, we will not sell any MiteXstream. As soon as we have obtained
the required pesticide approvals (which we expect to occur in the first quarter of 2020), we intend to launch immediately our planned MiteXstream sales and distribution
efforts.
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.
Enthusiast Products. During the last half of 2019, we intend to begin to sell glass pipes and other smoking ware online. We have not yet determined when we
will begin to sell 4XXstream Clean and Grow Clean 4XXstream.
Financial Condition, Liquidity and Capital Resources
At December 31, 2018, we had $37,662 in cash. Since our inception, we have derived a total of $88,300 in cash from private sales of our common stock. Our
management has designated $40,000 of such funds for payment of the expected costs associated with obtaining certification of MiteXstream as a pesticide. The remainder
of such funds will be used for the payment of product rights fees, for the purchase of inventories, for sales and marketing activities, for costs associated with this
offering and for working capital.
Although our current cash position of approximately $75,000 is adequate for us to implement the initial stages of our business plan relating to hemp cultivation
and the production and sale of Grizzly Creek Naturals products, we will require additional capital with which to implement our entire business plan, including the sale
and distribution of MiteXstream. There is no assurance that we will be successful in obtaining such additional, capital, including through this offering.
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 Initial Period. With the proceeds of this offering, we intend to expect to make capital expenditures related to the
establishment of our hemp production and CBD extraction business. The specific amount of such capital expenditures cannot be estimated currently.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers
The following table sets forth the names and ages of the our company's current directors and executive officers.
Name Age Position(s)
____________________ _____ _________________________________________________
Fabian G. Deneault 51 President and Director
Eric Newlan 57 Vice President, Secretary/Treasurer and Director
Our board of directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his successor at the next meeting
of shareholders, death, resignation or removal by the board of directors. Officers serve at the discretion of our board of directors. There exist no family relationships
between our officers and directors. Certain information regarding the backgrounds of each of the officers and directors is set forth below.
Fabian G. Deneault. Mr. Deneault serves as our President. Mr. Deneault also serves as our Chairman of the Board. Since January 2017, Mr. Deneault has owned and
operated Grizzly Creek Medical Cannabis, a proprietorship licensed as a medical marijuana dispensary in the State of Montana. Since June 2016, Mr. Deneault has been
President of Touchstone Enviro Solutions, Inc., a purveyor of
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environmentally-friendly products and an affiliate of our company. From 2014 through April 2016, Mr. Deneault owned and operated PetroXg3 LLC, a purveyor of
environmentally-friendly products. For more than 10 years prior to that, Mr. Deneault was engaged in petrochemical sales.
Eric Newlan. Mr. Newlan serves as our Vice President, Secretary and Treasurer, as well as corporate counsel. Since 1987, Mr. Newlan has been a shareholder in
the Flower Mound, Texas, law firm of Newlan & Newlan, Ltd., a firm engaged principally in the area of securities regulation, as well as general business counsel. Since
June 2016, Mr. Newlan has been Vice President of Touchstone Enviro Solutions, Inc., a purveyor of environmentally-friendly products and an affiliate of our company.
From October 2012 to October 2015, Mr. Newlan served as a director, and from April to October 2015, Mr. Newlan served as CEO, of Green Life Development, Inc., a Las Vegas,
Nevada-based a purveyor of environmentally-friendly products. Mr. Newlan earned a B.A. degree in Business from Baylor University, Waco, Texas, and a J.D. degree from the
Washburn University School of Law, Topeka, Kansas. Mr. Newlan is a member of the Texas Bar.
Conflicts of Interest
Our company will purchase MiteXstream, 4XXstream Clean and Grow Clean 4XXstream concentrate products from Touchstone Enviro Solutions, Inc., a company controlled
by two of our directors, Fabian G. Deneault and Eric Newlan. Due to this circumstance, it is possible that Messrs. Deneault and Newlan could be in a conflict of interest
position at a time in the future. Should any such conflict of interest arise, Messrs. Deneault and Newlan will, in accordance with the fiduciary duty to our company and
our shareholders, resolve any such conflict of interest by exercising utmost good faith and fair dealing.
Corporate Governance
In General. We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors
acting as a whole.
Since our inception in October 2018, out Board of Directors has not held a meeting, but has taken action by unanimous written consent in lieu of a meeting on
six occasions.
Executive Committee. Our Board of Directors created an Executive Committee to facilitate management between meetings of the full Board of Directors. The Executive
Committee is composed of Fabian G. Deneault (chairman) and Eric Newlan. To date, the Executive Committee has neither held a meeting nor taken an action by written consent
in lieu of a meeting.
Pursuant to our bylaws and the charter of the Executive Committee, between meetings of the full Board of Directors, the Executive Committee has the full power and
authority of the Board of Directors in the management of our business and affairs, except to the extent limited by Wyoming law.
Independence of Board of Directors
None of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject
to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.
Shareholder Communications with Our Board of Directors
Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Vice President and Secretary, Eric Newlan,
at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We will attempt
to address shareholder questions and concerns in our press releases, documents filed with the SEC and documents filed with OTC Markets, so that all shareholders have access
to information about us at the same time. Mr. Newlan collects and evaluates all shareholder communications. All communications addressed to our directors and executive
officers will be reviewed by those parties, unless the communication is clearly frivolous.
Code of Ethics
As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.
-24-
EXECUTIVE COMPENSATION
In General
Currently, our management is unable to estimate accurately when, if ever, our company will possess sufficient capital, whether derived from sales revenues, this
offering or otherwise, for the payment of salaries to our management.
As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our
company, pursuant to any presently existing plan provided by, or contributed to, our company.
Employment Agreements
We have not entered into employment agreements with our executive officers, although it is our intention to do so in the future. None of the terms of such
employment agreements has been determined.
Outstanding Equity Awards
Since our inception in October 2018, our Board of Directors has made no equity awards and no such award is pending.
Long-Term Incentive Plans
We currently have no employee incentive plans.
Director Compensation
Our directors receive no compensation for their serving as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock
The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of the Company's common stock by the
following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting
securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is
determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, if any, held by that person are deemed to be outstanding if
the warrants are exercisable within 60 days of the date hereof.
Before This Offering After This Offering
____________________________________________ ____________________________________________
Name of Shareholder Shares Owned Percentage Owned (1) Shares Owned Percentage Owned (2)
____________________________________________________________________________________________________________________________________________
Common Stock
____________________________________________________________________________________________________________________________________________
Executive Officers and Directors
____________________________________________________________________________________________________________________________________________
Fabian G. Deneault 22,700,000 45.94% 22,700,000 22.83%
Eric Newlan 22,500,000(3) 45.53% 22,500,000(3) 22.63%
Officers and directors, as 45,200,000(4) 91.47% 45,200,000(4) 45.46%
a group (2 persons)
____________________________________________________________________________________________________________________________________________
5% Owners
____________________________________________________________________________________________________________________________________________
Newlan & Newlan, Ltd.(5) 22,500,000 45.53% 22,500,000 45.53%
____________________________________________________________________________________________________________________________________________
Series A Super Voting Convertible Preferred Stock(6)
____________________________________________________________________________________________________________________________________________
Fabian G. Deneault 500,000 50.00% 500,000 50.00%
Newlan & Newlan, Ltd. 500,000 50.00% 500,000 50.00%
____________________________________________________________________________________________________________________________________________
-25-
(1) Based on 49,415,000 shares outstanding, before this offering.
(2) Based on 99,415,000 shares outstanding, after this offering and assuming all of the Offered Shares are sold.
(3) These shares are owned of record by Newlan & Newlan, Ltd. See Note 5.
(4) 22,500,000 of these shares are owned of record by Newlan & Newlan, Ltd. See Note 5.
(5) Eric Newlan, our Vice President and a director, is a shareholder in the law firm Newlan & Newlan, Ltd.
(6) The shares of Series A Super Voting Convertible Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that
each shareholder of our common stock is entitled to vote at each meeting of shareholders. The shares of Series A Super Voting Convertible Preferred
Stock vote together with the holders of our common stock as a single class. Our current officers, Fabian G. Deneault and Eric Newlan, control 100% of
the outstanding shares of our Series A Super Voting Convertible Preferred Stock.
Series A Super Voting Convertible Preferred Stock
Currently, there are 1,000,000 shares of our Series A Super Voting Convertible Preferred Stock issued and outstanding, all of which are owned, directly and
indirectly, by our current officers, Fabian G. Deneault and Eric Newlan.
Holders of the Series A Super Voting Convertible Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or
consideration. Holders of the Series A Super Voting Convertible Preferred Stock shall vote together with the holders of our common stock as a single class. (See
"Description of Securities-Series A Super Voting Convertible Preferred Stock").
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Securities Issuances
In October 2018, we sold securities of our company, as follows:
- Fabian G. Deneault, one of our officers and directors, purchased 22,500,000 shares of our common stock and 500,000 shares of our Series A Super
Voting Convertible Preferred Stock for $250 in cash.
- Newlan & Newlan, Ltd., the law firm in which Eric Newlan, one of our officers and directors, is a partner, purchased 22,500,000 shares of our
common stock and 500,000 shares of our Series A Super Voting Convertible Preferred Stock for $250 in cash.
In December 2018, Mr. Deneault also purchased 200,000 shares of our common stock in our private offering for $4,000 in cash, a per share price of $.02.
Distribution and Private Label Agreement
We have entered into a Distribution and Private Label Agreement (the "Distribution Agreement") with Thoreauvian Product Services, LLC ("TPS"), a company
controlled by our officers and directors, Fabian G. Denault and Eric Newlan, relating to certain of our products: MiteXstream, 4XXstream Clean and Grow Clean
4XXstream (the "Private Label Products"). The Distribution Agreement contains the following important provisions:
- we have the exclusive right to distribute and sell the Private Label Products in the United States and Canada.
- we are required to pay a $20,000 exclusivity fee to TPS.
- we are required to purchase $20,000 of the Private Label Products in conjunction with the signing of the Distribution Agreement and to purchase
not less than $20,000 of the Private Label Products each year.
- the initial term of the Distribution Agreement is 10 years, with a single 10-year renewal term.
To date, we have paid $10,000 of the exclusivity fee and no amount towards the purchase of Private Label Products.
LEGAL MATTERS
Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan & Newlan, Ltd., Flower Mound,
Texas, a law firm in which one of our directors, Eric Newlan, is a shareholder. Newlan & Newlan, Ltd. owns 22,500,000 shares of our common stock and 500,000 shares
of our Series A Super Voting Convertible Preferred Stock.
-26-
WHERE YOU CAN FIND MORE INFORMATION
We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular.
This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits
and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed
with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit
to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other
document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public
reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be
obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference
room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the website
is www.sec.gov.
INDEX TO FINANCIAL STATEMENTS
Financial Statements for the 76 Days Ended December 31, 2018
_____________________________________________________________________________________________
Independent Auditors' Report F-1
Balance Sheet at December 31, 2018 F-3
Statement of Income For the 76 Days Ended December 31, 2018 F-4
Statement of Stockholders' Equity For the 76 Days Ended December 31, 2018 F-5
Statement of Cash Flows For the 76 Days Ended December 31, 2018 F-6
Notes to the Financial Statements F-7
-27-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Black Bird Potentials Inc.
We have audited the accompanying financial statements of Black Bird Potentials Inc. (a Wyoming corporation), which comprise the balance
sheet as of December 31, 2018, and the related statement of income, stockholders' equity and cash flows for the 76 days then ended, and
the related notes to the financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles
generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we
express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
-F-1-
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Black Bird
Potentials Inc. as of December 31, 2018, and the results of its operations and its cash flows for 76 days then ended in accordance with
accounting principles generally accepted in the United States of America.
/s/ Cashuk, Wiseman, Goldberg, Birnbaum and Salem, LLP
CASHUK, WISEMAN, GOLDBERG, BIRNBAUM AND SALEM, LLP
San Diego, California
February 15, 2019
-F-2-
BLACK BIRD POTENTIALS INC.
BALANCE SHEET
December 31, 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note A) $ 37,662
Subscription Receivable (Note B) 5,000
_____________
TOTAL CURRENT ASSETS 42,662
_____________
TOTAL ASSETS $ 42,662
_____________
_____________
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ ---
STOCKHOLDERS' EQUITY
Preferred Stock - 1,000,000 Shares Authorized, $0.00001 par value
1,000,000 Issued and Outstanding 10
Common Stock - 300,000,000 Shares Authorized, $0.00001 par value
47,115,000 Issued and Outstanding 471
Common Stock Subscribed 5,000
Additional Paid in Capital 37,319
Retained Earnings (Accumlated Deficit) (138)
_____________
TOTAL STOCKHOLDERS' EQUITY 42,662
_____________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,662
_____________
_____________
The accompanying notes are an integral part of these unaudited financial statements.
-F-3-
BLACK BIRD POTENTIALS INC.
STATEMENT OF INCOME
For the 76 Days Ended December 31, 2018
REVENUES $ ---
EXPENSES
General & Administrative 138
______________
TOTAL EXPENSES 138
______________
INCOME (LOSS) BEFORE TAXES (138)
Income Tax Expense (Note B) ---
______________
NET LOSS $ (138)
______________
______________
The accompanying notes are an integral part of these unaudited financial statements.
-F-4-
BLACK BIRD POTENTIALS INC.
STATEMENT OF STOCKHOLDERS'S EQUITY
For the 76 Days Ended December 31, 2018
Retained
Preferred Stock Common Stock Common Additional Earnings
_________________________________________________________ Stock Paid In (Accumulated)
Shares Amount Shares Amount Subscribed Capital Deficit) Total
____________________________________________________________________________________________________________________________
Beginning Balance, October 16, 2018 --- $ --- --- $ --- $ --- $ --- $ --- $ ---
Contributions 1,000,000 10 47,115,000 471 5,000 37,319 --- 42,800
Distributions --- --- --- --- --- --- --- ---
Net Income (Loss) --- --- --- --- --- --- (138) (138)
____________________________________________________________________________________________________________________________
Ending Balance, December 31, 2018 1,000,000 $ 10 47,115,000 $ 471 $ 5,000 $ 37,319 $ (138) $ 42,662
____________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________
The accompanying notes are an integral part of these unaudited financial statements.
-F-5-
BLACK BIRD POTENTIALS INC.
STATEMENT OF CASH FLOWS
For the 76 Days Ended December 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (138)
Adjustments to Reconcile Net Income to Net Cash
Cash Provided (Used) by Changes in
Operating Assets and Liabilities ---
______________
CASH USED FOR OPERATING ACTIVITIES (138)
FINANCING ACTIVITIES
Subscription Receivable (5,000)
Proceeds from Issuance of Preferred Stock 10
Proceeds from Issuance of Common Stock 471
Common Stock Subscribed 5,000
Stockholders' Contribution of Additional Paid in Capital 37,319
______________
CASH PROVIDED BY FINANCING ACTIVITIES 37,800
INCREASE IN CASH AND CASH EQUIVALENTS 37,662
Cash and Cash Equivalents at Beginning of Period ---
CASH AND CASH EQUIVALENTS AT END OF PERIOD 37,662
______________
______________
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income Taxes Paid $ ---
Interest Expense $ ---
The accompanying notes are an integral part of these unaudited financial statements.
-F-6-
BLACK BIRD POTENTIALS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. Black Bird Potentials Inc. (the Company) was incorporated under the laws of the State of Wyoming on October 16, 2018. The Company
has adopted a December 31 calendar year end for reporting requirements.
2. The Company has become engaged in the production and sale of products containing Cannabididol, or CBD, derived from industrial hemp
that contains no more than .03% THC. These products are marketed under the "Grizzly Creek Naturals" trademark. Also, the Company has
applied to become part of the Montana Hemp Pilot Program, under which the Company would become a grower of industrial hemp. The
Company expects to be accepted into the Montana Hemp Pilot Program during the first quarter of 2019.
The Company has developed an environmentally-friendly pesticide, MiteXstream, that targets spider mites, which are a significant
problem in the cultivation of cannabis (marijuana and industrial hemp) and hops. During the first quarter of 2019, the Company
intends to apply to the U.S. Environmental Protection Agency for the certification of MiteXstream as a pesticide. Sales of MiteXstream
will not commence until EPA certification is achieved.
3. Revenue Recognition - Revenues recognized upon shipment of goods from the Company's facilities or upon notification of direct shipment
from the Company's suppliers to the Company's customers. There was no revenue generated during the 76 days ended December 31, 2018.
4. Cash & Cash Equivalents for the purposes of the statement of cash flows, include cash on hand, cash in checking and savings accounts
with banks. All short-term debt securities with a maturity of three months or less are considered cash equivalents.
5. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from the estimates.
6. Leases that meet the criteria for capitalization are classified as capital leases. Leases that do not meet such criteria are classified
as operating leases and related rentals are charged to expense as incurred. As of December 31, 2018, there were no such leases.
7. Concentration of Cash and Credit Risk - The Company maintains corporate cash balances which, at times, may exceed federally insured
limits. Management believes it is not exposed to any significant risk on its cash balances. At December 31, 2018, the Company had no
uninsured cash balances.
8. Advertising Costs are expensed in the year incurred. The Company incurred no advertising expense in the 76 days ended December 31, 2018.
-F-7-
BLACK BIRD POTENTIALS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CON'T:
9. Fair Value of Financial Instruments - Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820,
"Fair Value Measurements and Disclosures", defines fair value as the price that would be received upon sale of an asset or paid upon
transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most
advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants
would use in pricing the asset or liability, not on assumptions specific to the entity.
Cash and Cash Equivalents and Receivables - The carrying amounts reported in the balance sheets for these items are a reasonable
estimate of fair value.
NOTE B - INCOME TAXES:
The Company accounts for income taxes in accordance with the FASB ASC Topic 740, Income Taxes, which requires the recognition of deferred
income taxes for the differences between the basis of assets and liabilities for financial statement and income tax purposes. The
differences relate principally to depreciation and amortization of property and equipment, related party interest and allowance for loan
losses. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible
or taxable when the assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10-25, which prescribes
a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in
income tax returns. FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of
current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.
The Company does not have any accruals for uncertain tax positions as of December 31, 2018. It is not anticipated that unrecognized tax
benefits would significantly increase or decrease within 12 months of the reporting date.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires the Company to report information regarding its exposure to various tax position taken by the Company. The Company has
determined whether any tax positions have met the recognition threshold and have measured the Company's exposure to those tax positions.
Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities.
Federal and state taxing authorities generally have the right to examine and audit the previous three years of tax returns filed. Any
interest or penalties assessed to the Company are recorded in operating expenses. No interest or penalties from federal or state taxing
authorities were recorded in the accompanying financial statements.
There was no income tax accrued for the 76 days ended December 31, 2018.
-F-8-
BLACK BIRD POTENTIALS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE C - RETIREMENT PLAN:
The Company currently does not sponsor a retirement plan for its employees.
NOTE D - STOCK ISSUANCES:
During the 76 days ended December 31, 2018, the Company issued securities for cash, as follows:
- One of the Company's officers and directors, Fabian G. Deneault, purchased 22,500,000 shares of common stock and 500,000 shares of
Series A Super Voting Convertible Preferred Stock for a total of $250 in cash.
- The law firm in which on one of the Company's officers and directors, Eric Newlan, is a partner purchased 22,500,000 shares of common
stock and 500,000 shares of Series A Super Voting Convertible Preferred Stock for a total of $250 in cash.
- Pursuant to a private offering, the Company sold a total of 2,115,000 shares of common stock for $42,300 in cash, a per share price
of $.02.
NOTE E - SUBSCRIPTION RECEIVABLE:
At December 31, 2018, cash relating to a subscription for $5,000 of common stock under the Company's private offering had not been received
by the Company. The receivable is unsecured, non-interest bearing and due on demand. Such subscription amount was received by the Company
in 2019.
NOTE F - RELATED PARTY TRANSACTIONS:
In October 2018, the Company sold securities to related parties, as follows:
- One of the Company's officers and directors, Fabian G. Deneault, purchased 22,500,000 shares of common stock and 500,000 shares of
Series A Super Voting Convertible Preferred Stock for a total of $250 in cash.
- The law firm in which on one of the Company's officers and directors, Eric Newlan, is a partner purchased 22,500,000 shares of common
stock and 500,000 shares of Series A Super Voting Convertible Preferred Stock for a total of $250 in cash.
In December 2018, Fabian G. Deneault purchased 200,000 shares of common stock in a private offering for $4,000 in cash, a per share price
of $.02.
The Company also has entered into a Distribution and Private Label Agreement (the "Distribution Agreement") with Thoreauvian Product
Services, LLC ("TPS"), a company controlled by the Company's officers and directors, Fabian G. Deneault and Eric Newlan, relating to
certain of the Company's products: MiteXstream, 4XXstream Clean and Grow Clean 4XXstream (the "Private Label Products"). The agreement's
effective date is January 1, 2019.
-F-9-
BLACK BIRD POTENTIALS INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE F - RELATED PARTY TRANSACTIONS - CON'T:
Under Distribution Agreement, the Company has the exclusive right to distribute and sell the Private Label Products in the United States
and Canada. In addition, the Company is required to pay a $20,000 exclusivity fee and to purchase $20,000 of the Private Label Products
in conjunction with the signing of the Distribution Agreement and to purchase not less than $20,000 of the Private Label Products each
year. The initial term of the Distribution Agreement is 10 years, with a single 10-year renewal term. As of December 31, 2018, the
Company had not made any payments to TPS under the Distribution Agreement.
NOTE G - SUBSEQUENT EVENT:
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure
through February 15, 2019, the date of the financial statements were available to be issued. Except for the receipt of subscription
receivable as noted in Note E above, there were no other subsequent events that require adjustment to and disclosure in the financial
statements as of and for the 76 days ended December 31, 2018.
NOTE H - FAIR VALUE MEASUREMENTS
FASB ASC Topic 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect
assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In
accordance with FASB ASC 820, the following summarizes the fair value hierarchy:
Level 1 Inputs - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the
ability to access.
Level 2 Inputs - Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3 Inputs - Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value
measurements.
FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure
fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on
the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
As of December 31, 2018, there were no assets and liabilities measured at fair value.
-F-10-
PART III - EXHIBITS
Index to Exhibits
Exhibit No. Description
___________ __________________________________________________
2.1* Articles of Incorporation (filed October 16, 2018)
2.2* Bylaws of Black Bird Potentials Inc.
4.1* Form of Subscription Agreement
6.1* Distribution and Private Label Agreement
11.1* Consent of Independent Auditor
11.2* Consent of Counsel (included in Exhibit 12.1)
12.1* Opinion re: Legality
___________________________
* Filed herewith.
-III-1-
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Ronan, State of Montana, on March 21, 2019.
BLACK BIRD POTENTIALS INC.
By: /s/ FABIAN G. DENEAULT
Fabian G. Deneault
President
This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ FABIAN G. DENEAULT
Fabian G. Deneault
President and Director March 21, 2019
/s/ ERIC NEWLAN
Eric Newlan
Vice President, Acting Chief Financial Officer, Principal Accounting Officer,
Secretary/Treasurer and Director March 21, 2019
-III-2-
Wyoming Secretary of State For Office Use Only 2020 Carey Avenue WY Secretary of State Suite 700 FILED: Oct 16 2018 3:28PM Cheyenne, WY 82002-0020 Original ID: 2018-000824868 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the corporation is: Black Bird Potentials Inc. II. The name and physical address of the registered agent of the corporation is: Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 III. The mailing address of the corporation is: 30 N Gould St STE R Sheridan, WY 82801 IV. The principal office address of the corporation is: 30 N Gould St STE R Sheridan, WY 82801 V. The number, par value, and class of shares the corporation will have the authority to issue are: Number of Common Shares: 300,000,000 Common Par Value: $0.0001 Number of Preferred Shares: 1,000,000 Common Par Value: $0.0001 VI. The name and address of each incorporator is as follows: Registered Agents Inc. 30 N Gould St STE R, Sheridan, WY 82801 VII. The rights, preferences and designations with respect to the Series A Super Voting Preferred Convertible Preferred Stock (the "Series A Preferred Stock") of the Corporation are set forth in the following Articles. VIII. Voting: Holders of the Series A Preferred Stock have five hundred (500) times that number of votes on all matters submitted to the shareholders that each shareholder of Corporation Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholder in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Holders of the Series A Preferred Stock shall vote together with the holders of Corporation common stock as a single class. IX. Dividends: Holders of Series A Preferred Stock shall not be entitled to receive dividends paid on Corporation common stock. Dividends paid to holders of the Series A Preferred Stock, if any, shall be at the discretion of the Board of Directors. X. Liquidation Preference: Upon the liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, holders of the Series A Preferred Stock shall not be entitled to receive any of the assets of the Corporation. XI. Conversion: The shares of Series A Preferred Stock are convertible into Corporation common stock, as follows: (a) the shares of Series A Preferred Stock may, as a single block of 100% of the then-issued and outstanding shares of Series A Preferred Stock, be converted one time only into a number of shares that equals 51% of the Corporation's then-outstanding shares of common stock; and (b) the right of holders of Series A Preferred Stock to convert into shares of common stock described in subparagraph (a) above shall be available only in connection with a business combination transaction, including, without limitation, a merger or reorganization, to which the Corporation is a party, and in connection with the sale of all or substantially all of the assets of the Corporation, except if any such transaction involves any affiliate of the Corporation, in which case no such right of conversion shall exist. XII. Vote to Change the Terms of, or to Issue, Series A Preferred Stock: The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than fifty-one percent (51%) of the then-outstanding shares of Series A Preferred Stock shall be required for (a) any change to the Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the preferences, limitation or relative rights of the Series A Preferred Stock or (b) any issuance of additional shares of Series A Preferred Stock. XIII. Record Owner: The Corporation may deem the person in whose name shares of Series A Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat him as, the absolute owner of the Series A Preferred Stock for all purposes, and the Corporation shall not be affected by any notice to the contrary. XIV. Register: The Corporation shall maintain a register for the registration of the Series A Preferred Stock. Upon the transfer of shares of Series A Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on the register of the Series A Preferred Stock. Signature: /s/ Riley Park Date: 10/16/2018 Print Name: Riley Park Title: Authorized Individual Email: reports@registeredagentsinc.com Daytime Phone #: (307) 200-2803
BYLAWS
OF
BLACK BIRD POTENTIALS INC.
ARTICLE I - OFFICES
1.1 Principal Office. The principal office and place of business of Black Bird Potentials Inc. (the "Corporation")
shall be at such location as may be determined from time to time by board of directors of the Corporation (the "Board of Directors").
1.2 Other Offices. Other offices and places of business either within or without the State of Wyoming may be established
from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the
Corporation's resident agent is the registered office of the Corporation in Wyoming.
ARTICLE II - STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of stockholders of the Corporation shall be held on such date and at such time as
may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business
may be transacted as may be properly brought before the meeting.
2.2 Special Meetings.
(a) Subject to the rights of the holders of preferred stock, if any, special meetings of the stockholders may be
called by the Chairman of the Board, if any, or the Chief Executive Officer, if any, or, if there be no Chairman of the Board and no
Chief Executive Officer, by the President, and shall be called by the Secretary upon the written request of at least a majority of the
authorized number of directors. Such request shall state the purpose or purposes of the meeting.
(b) Subject to the rights of the holders of preferred stock, if any, special meetings of the stockholders may be
called if the holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation one (1) or more written demands for the meeting describing the purpose or
purposes for which it is to be held. Unless otherwise provided in the Articles of Incorporation, a written demand for a special meeting
may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of demands sufficient in
number to require the holding of a special meeting.
(c) No business shall be acted upon at a special meeting of stockholders, except as set forth in the notice of the
meeting.
2.3 Place of Meetings. Any meeting of the stockholders of the Corporation may be held at the Corporation's registered office
in the State of Wyoming or at such other place within or without of the State of Wyoming and United States as may be designated in the
notice of meeting. A waiver of notice signed by all stockholders entitled to vote may designate any place for the holding of such meeting.
2.4 Notice of Meetings; Waiver of Notice.
(a) The Chairman of the Board, President, Chief Executive Officer, if any, a Vice President, the Secretary, an
Assistant Secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the
stockholders written notice of any stockholders' meeting not less than ten (10) days, but not more than sixty (60) days, before the date
of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is
called. The notice shall contain or be accompanied by such additional information as may be required by the Wyoming Business Corporation
Act ("WBCA").
(b) In the case of an annual meeting, subject to Section 2.13 below, any proper business may be presented for action,
except that (1) if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that
the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be
accompanied by a copy or summary of the plan; and (2) if a proposed action creating dissenters' rights is to be submitted to a vote, the
notice of the meeting must state that the stockholders are or may be entitled to assert dissenters' rights under WBCA 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
(c) A copy of the notice shall be personally delivered or
mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the
Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice
is deposited in the mail. If the address of any stockholder does not appear upon the records of the Corporation or is incomplete, it will
be sufficient to address any notice to such stockholder at the registered office of the Corporation.
(d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or
having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the
notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.
(e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting. Such
waiver of notice shall be deemed the equivalent of the giving of such notice.
(f) Attendance in person at any meeting of stockholders shall constitute a waiver of notice of such meeting.
2.5 Determination of Stockholders of Record.
(a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may
fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting,
if applicable.
(b) If no record date is fixed, the record date for determining stockholders: (1) entitled to notice of and to vote
at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the
meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
2.6 Quorum; Adjourned Meetings.
(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority
of the voting power of the Corporation's capital stock, represented in person or by proxy (regardless of whether the proxy has authority
to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by
classes or series is required by the laws of the State of Wyoming, the Articles of Incorporation or these Bylaws, at least a majority of
the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each
such class or series is necessary to constitute a quorum of each such class or series.
(b) If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting
may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be
represented, any business may be transacted which might have been transacted as originally called. When a stockholders' meeting is
adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting must be given to each stockholder of record as of the new record date. The stockholders present at a duly convened meeting at which
a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough stockholders to leave less
than a quorum of the voting power.
2.7 Voting.
(a) Unless otherwise provided in the WBCA, in the Articles of Incorporation or in the resolution providing for the
issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's duly authorized proxy, shall be entitled to one (1) vote
for each share of voting stock standing registered in such stockholder's name at the close of business on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual at the
close of business on the record date (including pledged shares) shall be cast only by that individual or such individual's duly authorized
proxy. With respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian or
trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative
capacity. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares
do not stand of record in the name of the receiver; provided, that the order of a court of competent jurisdiction which appoints the receiver
contains the authority to cast votes carried by such shares. If shares stand of record in the name of a minor, votes may be cast by the duly
appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.
(c) With respect to shares standing of record in the name of another corporation, partnership, limited liability company
or other legal entity on the record date, votes may be cast: (1) in the case of a corporation, by such individual as the bylaws of such other
corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such
individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the Chairman of the Board,
if any, president, chief executive officer, if any, or any vice president of such corporation; and (2) in the case of a partnership, limited
liability company or other legal entity, by an individual representing such stockholder upon presentation to the Corporation of satisfactory
evidence of his authority to do so.
(d) Notwithstanding anything to the contrary contained herein and except for the Corporation's shares held in a fiduciary
capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted
in determining the total number of outstanding shares entitled to vote.
(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and
refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder
entitled to vote does vote any of such stockholder's shares affirmatively and fails to specify the number of affirmative votes, it will be
conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
(f) With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees or otherwise
and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes
may be cast, as follows:
(1) If only one person votes, the vote of such person binds all.
(2) If more than one person casts votes, the act of the majority so voting binds all.
(3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be
deemed cast proportionately, as split.
(g) If a quorum is present, unless the Articles of Incorporation, these Bylaws, the WBCA or other applicable law provide
for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and
is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action,
unless voting by classes or series is required for any action of the stockholders by the laws of the State of Wyoming, the Articles of
Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series
must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.
(h) If a quorum is present, directors shall be elected by a majority of the votes cast.
2.8 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the
laws of the State of Wyoming, another person or persons to act as a proxy or proxies. Every proxy shall continue in full force and effect
until its expiration or revocation in a manner permitted by the laws of the State of Wyoming.
2.9 Action Without Meeting.
(a) Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual
or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent
delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are
delivered to the corporation by delivery to its registered office in the State of Wyoming, its principal place of business or an officer or
agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a
Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled
to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of
stockholders to take action were delivered to the Corporation as provided in the WBCA. If the action which is consented to is such as would have
required the filing of a certificate under any section of the WBCA if such action had been voted on by stockholders at a meeting thereof, then
the certificate under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that
written consent has been given in accordance with the WBCA.
2.10 Organization.
(a) Meetings of stockholders shall be presided over by the Chairman of the Board, or, in the absence of the chairman, by
the Vice-Chairman of the Board, or in the absence of the Vice-Chairman, the President, or, in the absence of the President, by the chief
executive officer, if any, or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence
of such designation by the Board of Directors, by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes
which all stockholders present in person or by proxy are entitled to cast. The Secretary, or in the absence of the Secretary an Assistant
Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting
may appoint any person to act as Secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman
of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do
all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment
of procedures for the maintenance of order and safety, limitation on the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the
voting polls.
(b) The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (1)
ascertain the number of shares outstanding and the voting power of each; (2) determine the number of shares represented at a meeting and
the validity of proxies or ballots; (3) count all votes and ballots; (4) determine any challenges made to any determination made by the
inspector(s); and (5) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
2.11 Absentees' Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting
duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of
the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting
to the consideration of matters not included in the notice which are legally or by the terms of these Bylaws required to be included therein),
signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents,
and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to
the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented
at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in
any written waiver of notice or consent, except as otherwise provided in these Bylaws.
2.12 Director Nominations. Subject to the rights, if any, of the holders of preferred stock to nominate and elect directors,
nominations of persons for election to the Board of Directors of the Corporation may be made by the Board of Directors or by a committee appointed
by the Board of Directors.
ARTICLE III - DIRECTORS
3.1 General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of
the Board of Directors, except as otherwise provided in the WBCA or the Articles of Incorporation.
3.2 Number, Tenure, and Qualifications. The Board of Directors of the Corporation shall consist of at least one (1) individual and
not more than seven (7) individuals. The number of directors within the foregoing fixed minimum and maximum may be established and changed from
time to time by resolution adopted by the Board of Directors of the Corporation without amendment to these Bylaws or the Articles of Incorporation.
Each director shall hold office until his successor shall be elected or appointed and qualified or until his earlier death, retirement,
disqualification, resignation or removal. No reduction of the number of directors shall have the effect of removing any director prior to the
expiration of his term of office. No provision of this Section shall be restrictive upon the right of the Board of Directors to fill vacancies or
upon the right of the stockholders to remove directors as is hereinafter provided.
3.3 Chairman of the Board. The Board of Directors shall elect a Chairman of the Board from the members of the Board of Directors who
shall preside at all meetings of the Board of Directors and stockholders at which he shall be present and shall have and may exercise such powers
as may, from time to time, be assigned to him by the Board of Directors, these Bylaws or as may be provided by law.
3.4 Vice-Chairman of the Board. The Board of Directors shall elect a Vice-Chairman of the Board from the members of the Board of
Directors who shall preside at all meetings of the Board of Directors and stockholders at which he shall be present and the Chairman is not
present and shall have and may exercise such powers as may, from time to time, be assigned to him by the Board of Directors, these Bylaws or as may
be provided by law.
3.5 Removal and Resignation of Directors. Subject to any rights of the holders of preferred stock and except as otherwise provided in
the WBCA, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than sixty-six and two-
thirds percent (66-2/3%) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of
directors (voting as a single class) excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall
have occurred. In addition, the Board of Directors of the Corporation, by majority vote, may declare vacant the office of a director who has been
declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. Any director may resign effective upon giving
written notice, unless the notice specifies a later time for effectiveness of such resignation, to the Chairman of the Board, if any, the President
or the Secretary, or in the absence of all of them, any other officer.
3.6 Vacancies; Newly Created Directorships. Subject to any rights of the holders of preferred stock, any vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office or by a sole
remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next
annual meeting of stockholders at which the term of the class to which he has been elected expires, or until his earlier resignation or removal.
No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.
3.7 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special
meeting of the stockholders at which directors are elected, the Board of Directors, including directors newly elected, shall hold its annual
meeting without call or notice, other than this provision, to elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.
3.8 Special Meetings. Except as otherwise required by law, and subject to any rights of the holders of preferred stock, special
meetings of the Board of Directors may be called only by the Chairman of the Board, if any, or if there be no Chairman of the Board, by the Chief
Executive Officer, if any, the President, or the Secretary, and shall be called by the Chairman of the Board, if any, the President, the Chief
Executive Officer, if any, or the Secretary upon the request of at least a majority of the authorized number of directors. If the Chairman of the
Board, or if there be no Chairman of the Board, each of the President, Chief Executive Officer, if any, and Secretary, refuses or neglects to call
such special meeting, a special meeting may be called by a written request signed by at least a majority of the authorized number of directors.
3.9 Place of Meetings. Any regular or special meeting of the directors of the Corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors
may designate any place for the holding of such meeting.
3.10 Notice of Meetings. Except as otherwise provided in Section 3.8 above, there shall be delivered to each director at the address
appearing for him on the records of the Corporation, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice
of any meeting (a) by delivery of such notice personally, (b) by mailing such notice postage prepaid, (c) by facsimile, (d) by overnight courier,
(e) by telegram, or (f) by electronic transmission or electronic writing, including, but not limited to, email. If mailed to an address inside the
United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage
prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same
is deposited in the United States mail, postage prepaid. If sent via facsimile, by electronic transmission or electronic writing, including, but
not limited to, email, the notice shall be deemed delivered upon sender's receipt of confirmation of the successful transmission. If sent via
overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If the address of any
director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the
registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent
entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of
any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of
business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.
3.11 Quorum; Adjourned Meetings.
(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the
transaction of business.
(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time
to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any
business may be transacted which could have been transacted at the meeting originally called.
3.12 Manner of Acting. Except as provided in Section 3.14 below, the affirmative vote of a majority of the directors present at a
meeting at which a quorum is present is the act of the Board of Directors.
3.13 Super-majority Approval. Notwithstanding anything to the contrary contained in these Bylaws or the Articles of Incorporation, the
following actions may be taken by the Corporation only upon the approval of two-thirds of the directors present at a meeting at which a quorum is
present is the act of the Board of Directors:
(a) any voluntary dissolution or liquidation of the Corporation;
(b) the sale of all or substantially all of the assets of the Corporation; or
(c) the filing of a voluntary petition of bankruptcy by the Corporation.
3.14 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or such committee by means of a telephone conference or video or similar method of communication by which
all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 3.14 constitutes presence in
person at the meeting.
3.15 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee
thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of
Directors or the committee. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall
be filed with the minutes of the proceedings of the Board of Directors or committee.
3.16 Powers and Duties.
(a) Except as otherwise restricted by the laws of the State of Wyoming or the Articles of Incorporation, the Board of
Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage,
control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons
to be agents of the Corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.
(b) The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in
his discretion, may (1) require that any votes cast at such meeting shall be cast by written ballot and/or (2) submit any contract or act for
approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed for the purpose of considering
any such contract or act, provided a quorum is present.
(c) The Board of Directors may, by resolution passed by a majority of
the board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors
may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board
of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs
of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the
Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
3.17 Compensation. The Board of Directors, without regard to personal interest, may establish the compensation of directors for
services in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this subsection, such compensation is
presumed to be fair to the Corporation, unless proven unfair by a preponderance of the evidence.
3.18 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in the absence of the
Chairman of the Board by the Vice-Chairman, or in his absence by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined
by the chairman of the meeting.
ARTICLE IV - OFFICERS
4.1 Election. The Board of Directors, at its annual meeting, shall elect and appoint a President, a Secretary and a Treasurer. Said
officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and
appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or
appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the board, and shall have such powers
and duties and be paid such compensation as may be directed by the board. Any individual may hold two or more offices.
4.2 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors
with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject
to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.
4.3 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.
4.4 Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control
of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation,
and shall perform such other duties and have such other powers as are delegated to him by the Board of Directors, these Bylaws or as may be provided
by law.
4.5 President. The President, subject to the supervision and control of the Board of Directors, shall in general actively supervise
and control the business and affairs of the Corporation. The President shall keep the Board of Directors fully informed as the Board of Directors
may request and shall consult the Board of Directors concerning the business of the Corporation. The President shall perform such other duties
and have such other powers which are delegated and assigned to him by the Board of Directors if any, these Bylaws or as may be provided by law.
4.6 Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the President, or
at the President's request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked,
the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the
President, shall perform all of the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions
on the President. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him by the
Board of Directors, the President, these Bylaws or as may be provided by law.
4.7 Secretary. The Secretary shall attend all meetings of the stockholders, the Board of Directors and any committees, and shall keep,
or cause to be kept, the minutes of proceeds thereof in books provided for that purpose. He shall keep, or cause to be kept, a register of the
stockholders of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders, the Board of Directors and any
committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary
shall be custodian of the corporate seal, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors or appropriate committee may direct. The Secretary shall perform all other duties commonly
incident to his office and shall perform such other duties which are assigned to him by the Board of Directors, the chief executive officer, if
any, the President, these Bylaws or as may be provided by law.
4.8 Assistant Secretaries. An Assistant Secretary shall, at the request of the Secretary, or in the absence or disability of the
Secretary, perform all the duties of the Secretary. He shall perform such other duties as are assigned to him by the Board of Directors, the
chief executive officer, if any, the President, these Bylaws or as may be provided by law.
4.9 Treasurer. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible
for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records
relating thereto. The Treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation's transactions, which
shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by
the Board of Directors, the Chairman of the Board, if any, the chief executive officer, if any, or the President. The Treasurer shall perform all
other duties commonly incident to his office and such other duties as may, from time to time, be assigned to him by the Board of Directors, the
chief executive officer, if any, the President, these Bylaws or as may be provided by law. The Treasurer shall, if required by the Board of
Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful
performance of all the duties of the Treasurer and for restoration to the Corporation, in the event of the Treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers, money and other property in the Treasurer's custody or control and
belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer has not been appointed,
the Treasurer may be deemed the chief financial officer of the Corporation.
4.10 Assistant Treasurer. An Assistant Treasurer shall, at the request of the Treasurer, or in the absence or disability of the
Treasurer, perform all the duties of the Treasurer. He shall perform such other duties which are assigned to him by the Board of Directors, the
chief executive officer, the President, the Treasurer, these Bylaws or as may be provided by law. The Board of Directors may require an Assistant
Treasurer to give a bond to the Corporation, at the Corporation's expense, in such sum and with such security as it may approve, for the
faithful performance of his duties, and for restoration to the Corporation, in the event of the Assistant Treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers, money and other property in the Assistant Treasurer's custody or
control and belonging to the Corporation.
4.11 Execution of Negotiable Instruments, Deeds and Contracts. All checks, drafts, notes, bonds, bills of exchange, and orders for
the payment of money of the Corporation; all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments
and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds or other
securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors
may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons. Any officer of
the Corporation shall be authorized to attend, act and vote, or designate another officer or an agent of the Corporation to attend, act and vote,
at any meeting of the owners of any entity in which the Corporation may own an interest or to take action by written consent in lieu thereof.
Such officer or agent, at any such meeting or by such written action, shall possess and may exercise on behalf of the Corporation any and all
rights and powers incident to the ownership of such interest.
ARTICLE V - CAPITAL STOCK
5.1 Issuance. Shares of the Corporation's authorized stock shall, subject to any provisions or limitations of the laws of the State of
Wyoming, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such
times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.
5.2 Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the President, the chief executive officer, if any, or a vice president, and by the Secretary or an Assistant Secretary, of the
Corporation (or any other two officers or agents so authorized by the Board of Directors), certifying the number of shares of stock owned by him,
her or it in the Corporation.
Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's
organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such
certificate represents; the par value of each share, if any, represented by such certificate or a statement that the shares are without par
value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall
be issued until the shares represented thereby are fully paid.
5.3 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the Corporation, except those representing shares
of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have
been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any
stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior
to the issuance of a replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or
mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock,
and upon such terms as the Treasurer or the Board of Directors shall require which shall indemnify the Corporation against any loss, damage, cost
or inconvenience arising as a consequence of the issuance of a replacement certificate.
5.4 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the
certificates for outstanding shares of capital stock of the Corporation or it becomes desirable for any reason, in the discretion of the Board of
Directors, including, without limitation, the merger of the Corporation with another Corporation or the conversion or reorganization of the
Corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the
Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within
a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with
the order, but the order operates to suspend such rights only after notice and until compliance.
5.5 Transfer of Shares. No transfer of stock shall be valid as against the Corporation except on surrender and cancellation of the
certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the
entry of transfer in the records of the Corporation.
5.6 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of
transfer and may require all certificates for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars
of transfer.
5.7 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation's stock.
ARTICLE VI - DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Wyoming and the Articles of Incorporation, by the
Board of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance
a record date, as provided in Section 2.5 above, prior to the distribution for the purpose of determining stockholders entitled to receive any
distribution.
ARTICLE VII - RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
7.1 Records. All original records of the Corporation, shall be kept at the principal office of the Corporation by or under the
direction of the Secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.
7.2 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the
Corporation shall have the authority to affix the seal to any document requiring it.
7.3 Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution
of the Board of Directors.
ARTICLE VIII - INDEMNIFICATION
8.1 Indemnification and Insurance.
(a) Indemnification of Directors and Officers.
(1) For purposes of this Article VIII,
(A) "Indemnitee" shall mean each director or officer who was or is a party to, or is threatened to be
made a party to, or is otherwise involved in, any Proceeding (as herein defined), by reason of the fact that he is or was a director or
officer of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited
liability company or is or was serving in any capacity at the request of the Corporation as a director, officer, employee, agent, partner,
member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability
company, trust, or other enterprise; and
(B) "Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or
investigative.
(2) Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted
by Wyoming law, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided
that such Indemnitee either is not liable pursuant to the WBCA or acted in good faith and in a manner such Indemnitee reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no
reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to the
WBCA or did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the
Corporation, or that, with respect to any criminal proceeding he had reasonable cause to believe that his conduct was unlawful. The
Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the
Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification
may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws,
no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding
(including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or
investigative, that such director or officer incurred in his capacity as a stockholder.
(3) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or
officer of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited
liability company or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for,
another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of
his heirs, executors and administrators.
(4) The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the
Proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. To the extent that a director or officer of the
Corporation is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the
Corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred in by him in connection with the
defense.
(b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the
extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
(c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other
rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement,
vote of stockholders or directors, or otherwise.
(d) Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any
Indemnitee for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee,
member, managing member or agent, or arising out of his status as such, whether or not the Corporation has the authority to indemnify him
against such liability and expenses.
(e) Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the
following: (1) the creation of a trust fund; (2) the establishment of a program of self-insurance; (3) the securing of its obligation of
indemnification by granting a security interest or other lien on any assets of the Corporation; and (4) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.
(f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf
of a person pursuant to this Section may be provided by the Corporation or any other person approved by the Board of Directors, even if all or part
of the other person's stock or other securities is owned by the Corporation. In the absence of fraud, (1) the decision of the Board of Directors as
to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Section and the choice of the
person to provide the insurance or other financial arrangement is conclusive; and (2) the insurance or other financial arrangement is not void or
voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial arrangement.
8.2 Amendment. The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation and
each of its directors and officers which may be modified as to any director or officer only with that person's consent or as specifically provided in
this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which
is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an
Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding
any other provision of these Bylaws (including, without limitation, Article X below), no repeal or amendment of these Bylaws shall affect any or all
of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the
Corporation then serving, or (b) by the stockholders as set forth in Article X hereof; provided that no such amendment shall have a retroactive effect
inconsistent with the preceding sentence.
ARTICLE IX - CHANGES IN WYOMING LAW
References in these Bylaws to Wyoming law or the WBCA or to any provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors or officers
or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article VIII hereof, the rights to
limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue
as theretofore to the extent permitted by law; and (b) if such change permits the Corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights
or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so
limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
ARTICLE X - AMENDMENT OR REPEAL
10.1 Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the
Corporation is expressly authorized to adopt, repeal, alter, amend and rescind these Bylaws.
10.2 Stockholders. Notwithstanding Section 10.1 above, these Bylaws may be rescinded, altered, amended or repealed in any respect by the
affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting
together as a single class.
SUBSCRIPTION AGREEMENT
Black Bird Potentials Inc.
NOTICE TO INVESTORS
The securities of Black Bird Potentials Inc., a Wyoming corporation (the "Company"), to which this Subscription Agreement relates
represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an
indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this
investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for
the securities to which this Subscription Agreement relates
The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements
of the Securities Act and state securities or blue sky laws. Although an Offering Statement has been filed with the Securities and
Exchange Commission (the "SEC"), that Offering Statement does not include the same information that would be included in a
Registration Statement under the Securities Act. The securities offered hereby have not been approved or disapproved by the SEC,
any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits
of the offering to which this Subscription Agreement relates or the adequacy or accuracy of this Subscription Agreement or any other
materials or information made available to prospective investors in connection with the offering to which this Subscription Agreement.
Any representation to the contrary is unlawful.
The securities offered hereby cannot be sold or otherwise transferred, except in compliance with the Securities Act. In addition, the
securities offered hereby cannot be sold or otherwise transferred, except in compliance with applicable state securities or "blue sky"
laws. Investors who are not "accredited investors" (as that term is defined in Section 501 of Regulation D promulgated under the
Securities Act) are subject to limitations on the amount they may invest, as described in Section 4(g) of this Subscription Agreement.
To determine the availability of exemptions from the registration requirements of the Securities Act as such may relate to the offering
to which this Subscription Agreement relates, the Company is relying on each investor's representations and warranties included in this
Subscription Agreement and the other information provided by each investor in connection herewith.
Prospective investors may not treat the contents of this Subscription Agreement, the Offering Circular or any of the other materials
provided by the Company (collectively, the "Offering Materials"), or any prior or subsequent communications from the Company or any of
its officers, employees or agents (including "Testing the Waters" materials), as investment, legal or tax advice. In making an investment
decision, investors must rely on their own examinations of the Company and the terms of the offering to which this Subscription Agreement
relates, including the merits and the risks involved. Each prospective investor should consult such investor's own counsel, accountants
and other professional advisors as to investment, legal, tax and other related matters concerning such investor's proposed investment in
the Company.
The Offering Materials may contain forward-looking statements and information relating to, among other things, the Company, its business
plan, its operating strategy and its industries. These forward-looking statements are based on the beliefs of, assumptions made by, and
information currently available to, the Company's management. When used in the Offering Materials, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements, which constitute
forward looking statements. These statements reflect management's current views with respect to future events and are subject to risks and
uncertainties that could cause the Company's actual results to differ materially from those contained in the forward-looking statements.
Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are
made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances
after such date or to reflect the occurrence of unanticipated events.
SUBSCRIPTION AGREEMENT
This subscription agreement (the "Subscription Agreement" or the "Agreement") is entered into by and between Black Bird Potentials
Inc., a Wyoming corporation (the Company), and the undersigned investor ("Investor"), as of the date set forth on the signature page
hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (defined below).
RECITALS
WHEREAS, the Company is offering for sale a maximum of 50,000,000 shares of its common stock (the "Offered Shares"), pursuant to
Tier 2 of Regulation A promulgated under the Securities Act (the "Offering") at a fixed price of $.05 per share (the "Share Purchase
Price"), on a best-efforts basis.
WHEREAS, Investor desires to acquire that number of Offered Shares (the "Subject Offered Shares") as set forth on the signature
page hereto at the Share Purchase Price.
WHEREAS, the Offering will terminate at the earlier of: (a) the date on which all of the securities offered in the Offering shall
have been sold, (b) the date which is one year from the Offering having been qualified by the SEC or (c) the date on which the Offering is
earlier terminated by the Company, in its sole discretion (in each case, the "Termination Date").
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
INVESTOR INFORMATION
Name of Investor _______________________________________________
SSN or EIN _______________________________________________
Street Address _______________________________________________
City _______________________________________________
State _______________________________________________
Zip Code _______________________________________________
Phone _______________________________________________
E-mail _______________________________________________
State/Nation of Residency _______________________________________________
Name and Title of Authorized Representative, if investor is an entity or custodial account _______________________________________
Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.) _______________
Jurisdiction of Organization _______________________________________________
Date of Organization _______________________________________________
Account Number _______________________________________________
CHECK ONE: Individual Investor Custodian Entity Tenants-in-Common
Community Property Corporation Joint Tenants
LLC Partnership Trust
If the Subject Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party
(owner) must execute this Subscription Agreement.
1. Subscription.
(a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on
the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price
for the Subject Offered Shares subscribed by Investor (the "Purchase Price") is payable to the Company in the manner provided in
Section 2(a).
(b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular
dated _______, 2019, and its exhibits (collectively, the "Offering Circular"), as filed with the SEC. By subscribing for the Subject
Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information
required by Investor to make an investment decision with respect to the Subject Offered Shares.
(c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at
any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this
Subscription Agreement is accepted or rejected. If rejected, Investor's payment shall be returned to Investor without interest and all of
Investor's obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect.
(d) The terms of this Subscription Agreement shall be binding upon Investor and Investors's permitted transferees,
heirs, successors and assigns (collectively, the "Transferees"); provided, however, that for any such transfer to be deemed effective,
the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in
its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties
of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which
consent may be withheld by the Company in its sole and absolute discretion.
2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor's delivery of this Subscription
Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Shares in the manner set forth in Section 8 hereof.
Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set
forth in Section 8 hereof.
3. Representations and Warranties of the Company. The Company represents and warrants to Investor that each of the following is
true and complete in all material respects as of the date of this Subscription Agreement:
(a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Wyoming.
The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription
Agreement, the Subject Offered Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized
to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties
(both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material
adverse effect on the Company or its business;
(b) The issuance, sale and delivery of the Subject Offered Shares in accordance with this Subscription Agreement have been
duly authorized by all necessary corporate action on the part of the Company. The Subject Offered Shares, when issued, sold and delivered
against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and
non-assessable; and
(c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby
are within the Company's powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company's
acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
laws of general application affecting enforcement of creditors' rights and (2) as limited by general principles of equity that restrict the
availability of equitable remedies.
4. Representations and Warranties of Investor. Investor represents and warrants to the Company that the each of the following is true
and complete in all material respects as of the date of this Subscription Agreement:
(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to
execute and deliver this Subscription Agreement and to carry out the provisions hereof. Upon due delivery hereof, this Subscription Agreement
will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (2) as limited by
general principles of equity that restrict the availability of equitable remedies.
(b) Company Offering Circular; Company Information. Investor acknowledges the public availability of the Offering Circular
which can be viewed on the SEC Edgar Database, under CIK number 0001765320, and that Investor has reviewed the Offering Circular. Investor
acknowledges that the Offering Circular makes clear the terms and conditions of the Offering and that the risks associated therewith are described.
Investor has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the
Company and has had the opportunity to review the Company's operations and facilities. Investor has also had the opportunity to ask questions of,
and receive answers from, the Company and its management regarding the terms and conditions of the Offering. Investor acknowledges that, except as
set forth herein, no representations or warranties have been made to Investor, or to any advisor or representative of Investor, by the Company with
respect to the business or prospects of the Company or its financial condition.
(c) Investment Experience; Investor Suitability. Investor has sufficient experience in financial and business matters so as to
be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision relating thereto.
Alternatively, Investor has utilized the services of a purchaser representative and, together, they have sufficient experience in financial and
business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision
relating thereto. Investor has evaluated the risks of an investment in the Offered Shares, including those described in the section of the Offering
Circular entitled "Risk Factors", and has determined that such an investment is suitable for Investor. Investor has adequate financial resources for
an investment of this character. Investor is capable of bearing a complete loss of Investor's investment in the Offered Shares.
(d) No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground
that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in
part, on the truth and accuracy of Investor's representations and warranties, and those of the other purchasers of the Offered Shares in the Offering.
Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the
basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Offered Shares are
"covered securities" under the National Securities Market Improvement Act of 1996.
Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been
registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.
(e) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Offered
Shares and that there is no guarantee that a market for their resale will ever exist. Investor must, therefore, bear the economic risk of the
investment in the Subject Offered Shares indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor's
entire investment in the Subject Offered Shares.
(f) Accredited Investor Status or Investment Limits. Investor represents that either:
(1) Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or
(2) that the Purchase Price, together with any other amounts previously used to purchase Offered Shares in the Offering,
does not exceed ten percent (10%) of the greater of Investor's annual income or net worth (or, in the case where Investor is a non-natural person,
Investor's revenue or net assets for such Investor's most recently completed fiscal year end).
Investor represents that, to the extent Investor has any questions with respect to Investor's status as an accredited
investor, or the application of the investment limits, Investor has sought professional advice.
(g) Investor Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide
such information with respect to Investor's status as a Company shareholder and to execute and deliver such documents as may reasonably be necessary
to comply with any and all laws and regulations to which the Company is, or may become, subject, including, without limitation, the need to determine
the accredited investor status of the Company's shareholders. Investor further agrees that, in the event Investor transfers any Offered Shares,
Investor will require the transferee of any such Offered Shares to agree to provide such information to the Company as a condition of such transfer.
(h) Valuation; Arbitrary Determination of Share Purchase Price by the Company. Investor acknowledges that the Share Purchase
Price of the Offered Shares in the Offering was set by the Company on the basis of the Company's internal valuation and no warranties are made as
to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that
Investor's investment will bear a lower valuation.
(i) Domicile. Investor maintains Investor's domicile (and is not a transient or temporary resident) at the address provided herein.
(j) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended), Investor hereby represents that Investor is in full compliance with the laws of Investor's jurisdiction in connection with any
invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including, without limitation, (1) the legal requirements
within Investor's jurisdiction for the purchase of the Subject Offered Shares, (2) any foreign exchange restrictions applicable to such purchase, (3)
any governmental or other consents that may need to be obtained, and (4) the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Subject Offered Shares. Investor's subscription and payment for and continued beneficial
ownership of the Subject Offered Shares will not violate any applicable securities or other laws of Investor's jurisdiction.
(k) Fiduciary Capacity. If Investor is purchasing the Subject Offered Shares in a fiduciary capacity for another person or
entity, including, without limitation, a corporation, partnership, trust or any other juridical entity, Investor has been duly authorized and empowered
to execute this Subscription Agreement and all other related documents. Upon request of the Company, Investor will provide true, complete and current
copies of all relevant documents creating Investor, authorizing Investor's investment in the Company and/or evidencing the satisfaction of the foregoing.
5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the consummation of this Subscription
Agreement. Investor agrees to indemnify and hold harmless the Company and its officers, directors and agents, and each other person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all reasonable attorneys' fees, including attorneys' fees on appeal) and expenses reasonably incurred in investigating,
preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by
Investor herein or in any other document furnished by Investor to any of the foregoing in connection with the transaction contemplated hereby.
6. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with
the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. The Company and Investor agree that all legal
proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Subscription Agreement and any documents
included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Missoula, Montana. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in Missoula, Montana, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the documents
included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence
an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or
proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other
party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally,
irrevocably and expressly waives forever trial by jury.
7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated
herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b)
mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) e-mailed on the
date of such delivery to the address of the respective parties as follows, if to the Company, to Black Bird Potentials Inc., 47123 Michel Road, Ronan,
Montana 59864, Attention: Eric Newlan, Vice President. If to Investor, at Investor's address supplied in connection herewith, or to such other address
as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other
communications by email shall be confirmed by letter given in accordance with (a) or (b) above.
8. Purchase Procedure. Investor acknowledges that, in order to subscribe for the Subject Offered Shares, Investor must, and Investor does
hereby, deliver (in a manner described below) to the Company:
(a) a single executed counterpart of the Subscription Agreement, which shall be delivered to the Company either by (1) physical
delivery to: Black Bird Potentials Inc., Attention: Eric Newlan, Vice President, 47123 Michel Road, Ronan, Montana 59864; (2) e-mail to:
reg-a@bbpotentials.com; or (3) fax to: 877-796-3934; and
(b) payment of the Purchase Price, which shall be delivered in the manner set forth in Annex I attached hereto and made a part
hereof.
9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not
transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by, and be binding
upon, Investor and Investor's heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and
assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set
forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or
unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never
in this Subscription Agreement. This Subscription Agreement supersedes all prior discussions and agreements between the Company and Investor, if any,
with respect to the subject matter hereof and contains the sole and entire agreement between the Company and Investor with respect to the subject matter
hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors
and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other
person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions
hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine
to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses
incurred in connection therewith, including, but not limited to, reasonable attorneys' fees and expenses and costs of appeal, if any. All notices and
communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor herein.
Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the
Company via e-mail at reg-a@bbpotentials.com. Any such notice or communication shall be deemed to have been delivered and received on the first business
day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term "business day"
shall mean any day other than a day on which banking institutions in the State of Montana are legally closed for business. This Subscription Agreement
may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription
Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any
notices, disclosures, forms, privacy statements, reports or other communications (collectively, "Communications") regarding the Company, Investor's
investment in the Company and the Subject Offered Shares (including annual and other updates and tax documents) may be delivered by electronic means,
such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that
e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted,
deleted or interfered with, with or without the knowledge of the sender or the intended recipient. Investor also acknowledges that an e-mail from the
Company may be accessed by recipients other than Investor and may be interfered with, may contain computer viruses or other defects and may not be
successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if
any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the "Company Parties"), gives any warranties in
relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of
an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any
Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such
website's internet address to such Investor. In order to view and retain the Communications, Investor's computer hardware and software must, at a minimum,
be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software
capable of viewing and printing a portable document format ("PDF") file created by Adobe Acrobat. Further, Investor must have a personal e-mail address
capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, Investor will need access to a printer
compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will
notify the Investor through written notification. To facilitate these services, Investor must provide the Company with his or her current e-mail address
and update that information as necessary. Unless otherwise required by law, Investor will be deemed to have received any electronic Communications that
are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability
for non-receipt of notification of the availability of electronic Communications in the event Investor's e-mail address on file is invalid; Investor's
e-mail or Internet service provider filters the notification as "spam" or "junk mail"; there is a malfunction in Investor's computer, browser, internet
service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a
Company Party, Investor agrees to each of the following: (1) if Investor does not consent to receive tax documents electronically, a paper copy will be
provided, and (2) Investor's consent to receive tax documents electronically continues for every tax year of the Company until Investor withdraws its
consent by notifying the Company in writing.
Investor certifies that Investor has read this entire Subscription Agreement and that every statement made by Investor herein is true and complete.
The Company may not be offering the Offered Shares in every state. The Offering Materials do not constitute an offer or solicitation in any state or
jurisdiction in which the Offered Shares are not being offered. The information presented in the Offering Materials was prepared by the Company solely
for the use by prospective investors in connection with the Offering. No representations or warranties are made as to the accuracy or completeness of
the information contained in any Offering Materials, and nothing contained in the Offering Materials is or should be relied upon as a promise or
representation as to the future performance of the Company.
The Company reserves the right, in its sole discretion and for any reason whatsoever, to modify, amend and/or withdraw all or a portion of the Offering
and/or accept or reject, in whole or in part, for any reason or for no reason, any prospective investment in the Offered Shares. Except as otherwise
indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Offered Shares shall, under any circumstances,
create any implication that there has been no change in the affairs of the Company since that date.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.
Dated: _______________________________.
INDIVIDUAL INVESTOR
__________________________________ $______________________________________
(Signature) (Subscription Amount)
__________________________________ _______________________________________
(Printed Name) (Number of Offered Shares Subscribed)
CORPORATION/LLC/TRUST INVESTOR
__________________________________ $______________________________________
(Name of Corporation/LLC/Trust) (Subscription Amount)
__________________________________ _______________________________________
(Signature) (Number of Offered Shares Subscribed)
__________________________________
(Printed Name)
__________________________________
(Title)
PARTNERSHIP INVESTOR
__________________________________ $______________________________________
(Name of Partnership) (Subscription Amount)
__________________________________ _______________________________________
(Signature) (Number of Offered Shares Subscribed)
__________________________________
(Printed Name)
__________________________________
(Title)
COMPANY ACCEPTANCE
The foregoing subscription for ____________________________________ Offered Shares, a Subscription Amount of
$__________________, is hereby accepted on behalf of Black Bird Potentials Inc., a Wyoming corporation, this
__________ day of _______________________, _________.
BLACK BIRD POTENTIALS INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
DISTRIBUTION AND PRIVATE LABEL AGREEMENT This Distribution and Private Label Agreement (the "Agreement") is made as of the 16th day of October, 2018 (the "Effective Date"), by and between "COMPANY": Thoreauvian Product Services, LLC 30 North Gould, Suite R Sheridan, Wyoming 82801 Attention: Eric Newlan Telephone: 972-899-4070 "DISTRIBUTOR": Black Bird Potentials Inc. 30 North Gould, Suite R Sheridan, Wyoming 82801 Attention: Eric Newlan Telephone: 972-899-4070 1. Non-Disclosure Agreement. As further consideration for the Company's entering into this Agreement, Distributor understands and agrees that Distributor, including its affiliates, shall continue to be bound by that certain Non-Disclosure and Non-Circumvention Agreement between the Company and Distributor, dated as of October 16, 2018 (the "Non-Circumvention Agreement"). The Company and Distributor agree that all documentation with respect to the Products, as defined in Section 2 (Appointment; Exclusivity; Territory) hereof (except information contained in or for use in manuals, promotional materials or educational materials to be provided to Distributor's customers), is furnished solely for Distributor's internal use. Distributor may make copies of such documentation to satisfy its internal requirements, provided that all such copies include appropriate copyright and proprietary information notices. No other copies or use of such documentation, or any portion thereof, shall be made without the prior written approval of the Company. 2. Appointment; Exclusivity; Territory. Subject to the terms and conditions hereof, Distributor agrees to purchase, and the Company agrees to sell, the Products, and the Company hereby appoints Distributor as the exclusive distributor of the products listed and described in Schedule A (Products) attached hereto and made a part hereof (the "Products") in the Territory and Distributor hereby accepts such appointment. Distributor's territory (the "Territory") shall be the United States of America and Canada. In consideration of the exclusivity granted in this Section 2 (Appointment; Exclusivity; Territory), Distributor shall pay to the Company the sum of $20,000 (the "Exclusivity Fee"). Once paid, no portion of the Exclusivity Fee shall be refundable. Distributor agrees that it shall be responsible for all expenses incurred in its performance hereunder, unless otherwise agreed to in writing by the Company. It is further agreed that Distributor shall have no authority to bind the Company to any contract or obligation or to transact any business in the Company's name or on behalf of the Company, in any manner. The parties intend that Distributor shall perform its services required hereunder as an independent contractor. 3. Minimum Purchases. The Company and Distributor agree that, in order for Distributor to maintain its rights granted in Section 7 (Right to Sell Products Under Private Label), Distributor shall be required to satisfy the minimum purchase requirements set forth in Schedule B (Minimum Purchase Requirements of Distributor) attached hereto and made a part hereof. 4. Governmental Rules and Regulations. The Company's obligation to ship orders to Distributor hereunder shall be subject to the Company's right and ability to make such sales and obtain required licenses and permits, under all applicable decrees, statutes, rules and regulations of a government or agency with competent jurisdiction presently in effect or which may be in effect hereafter. 5. Orders, Payment and Delivery. 5.1 Orders. Distributor shall order Products from the Company under this Agreement by submitting to the Company a written purchase order specifying the Products, quantities and requested delivery dates required to enable the Company to fill the purchase order. Each purchase order submitted to the Company is subject to acceptance by the Company. The Company shall have no liability to Distributor with respect to purchase orders which are not accepted by the Company; provided, however, that the Company will not unreasonably reject any purchase orders for Products which do not require any modifications or additions. Subject to the foregoing, the Company may reject, in its sole discretion, any purchase order for customized Products. In the event the Company has not given Distributor notice of acceptance or rejection of a purchase order within 10 business days of receipt thereof, such purchase order shall be deemed accepted. The purpose of the purchase order to be issued under this Agreement is for specifying the Products, quantities and requested delivery dates only; no terms and conditions of Distributor's purchase orders, the Company's purchase order acknowledgment or any other document or instrument of Distributor or the Company shall be binding upon the other party or amend or modify this Agreement in any manner. 5.2 Prices. The purchase prices for Products sold under this Agreement shall be determined in accordance with Schedule A (Products) hereto. 5.3 Shipment and Delivery. Shipments will be made to the business address of Distributor set forth above, unless a different delivery address is specified in the applicable purchase order. Shipments will be made by truck. In the event Distributor requests express delivery or shipment by air instead of by truck or by courier service, Distributor agrees to pay all additional expenses required by such request. The Company will use commercially reasonable efforts to meet Distributor's requested delivery schedules for Products. The Company agrees to ship the ordered quantity of Products within thirty (30) days after receipt of the applicable purchase order. Should orders for Products exceed the Company's available inventory, the Company will allocate its available inventory and make deliveries on such basis as the Company deems equitable. Unless otherwise specified in Distributor's purchase order, the Company shall be authorized to make deliveries in installments. Distributor shall make any claims for shortage or damage of Products with the common carrier promptly upon receipt of the order and provide the Company with written notice of such a claim. The Company will have no responsibility for Products damaged in shipment and Distributor must handle all claims for damage with the carrier. As between the Company and Distributor, Products shall be deemed accepted by Distributor unless, within two (2) days of delivery of the Products, Distributor affirmatively rejects the Products, by written notice detailing the reasons for rejections. The parties acknowledge that they may mutually agree in writing in the future that the foregoing period of time be modified. If no such notice of rejection is timely received, Distributor shall be deemed to have accepted delivery; provided, however, the acceptance of delivery shall in no way diminish or affect the product warranty given by the Company in Section 10 (Warranty). If Distributor rejects a shipment, Distributor shall promptly return a sample of the defective Product to the Company in accordance with the Company's instructions, to enable the Company to, within thirty (30) days, inspect and determine whether the Product is defective; provided that Distributor shall retain the rest of the Products pending such determination. It is Distributor's responsibility to store and handle properly all Products pending inspection and/or return. If rejection was timely effected and the Company determines the Products to be defective, the Company agrees to replace the Products or refund the amounts paid with respect to such defective Product which is to be returned to the Company, at the Company's option. Unless Distributor requests otherwise, all Products ordered by Distributor shall be packed for shipment and storage in accordance with the applicable purchase order. It is Distributor's obligation to notify the Company of any special packaging requirements (which shall be at Distributor's expense). 5.4 Payment. Subject to the terms of an applicable purchase order, Distributor agrees to pay amounts invoiced by the Company for Products without offset or deduction for any reason whatsoever, except as otherwise provided in Section 5.3 (Shipment and Delivery), within 10 days from the date of invoice payable in United States Dollars. If Distributor fails to pay any amount when due, Distributor agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, incurred by the Company in collecting such overdue amounts, together with interest on such unpaid amount at the lesser of one and one-half percent (1-1/2%) per month or the greatest amount permitted by applicable law. The Company reserves the right at any time after Distributor fails to make any payment within 60 days after the due date, to require payment for all Products delivered hereunder to be made in advance by wire transfer of immediately available funds. 5.5 Title and Risk of Loss. Title to and risk of loss of the Products shall pass to Distributor upon the earlier of delivery of the Products to Distributor or to a carrier FOB at the Company's point of shipment. 5.6 Forecasts. Distributor shall submit a rolling three-month sales forecast to the Company every three (3) months on the first day of each calendar quarter first following the date of this Agreement. Such sales forecast shall include expected sales quantities per month, order dates, shipping dates and Product requirements. If the most recent forecast becomes materially inaccurate at any time, Distributor shall promptly provide the Company with updated information. 6. Changes to Products; Discontinued Products; Quality Assurance. 6.1 Product Changes. Except with respect to Products ordered pursuant to a purchase order which has been accepted by the Company as described in Section 5.1 (Orders), the Company shall have the right, at any time and from time to time, to make modifications to the Products; provided, however, that any such changes shall not lessen the effectiveness of the Products for their respective uses or cause the Products to become out of compliance with the California South Coast Air Quality Management District's Clean Air Solvent certification. 6.2 Quality Assurance. Distributor shall be permitted to inspect (except for the Company's secret ingredient lists and processes) facilities in which the Products are developed and produced upon reasonable advance written notice to the Company, during business hours at times reasonably convenient to both parties; provided, however, that Distributor acknowledges that all information obtained in the course of any such inspection shall be deemed proprietary information pursuant to the Non-Circumvention Agreement. The Company shall be permitted to inspect Distributor's storage and handling procedures of the Product upon reasonable advance written notice to Distributor during business hours at times reasonably convenient to both parties; provided, however, that the Company acknowledges that all information obtained in the course of any such inspection shall be deemed proprietary information pursuant to the Non-Circumvention Agreement. 7. Right to Sell the Products Under Private Label. 7.1 Private Label Rights Fee. Distributor shall purchase Products from the Company, as and for the right to sell the Products under one or more of Distributor's private labels, as follows: (a) $20,000.00 of the Products immediately upon Distributor's execution of this Agreement; and (b) $20,000.00 of the Products on or before each anniversary date of the Effective Date. Each of the payments required under this Section 7.1 referred to as a "Private Label Rights Fee". 7.2 Distributor's Private Labels. Initially, Distributor shall have the right to sell the Products under the private labels set forth in Schedule C (Initial Private Labels of Distributor) attached hereto and made a part hereof. 7.3 Prior Approval of Private Labels. Distributor shall only sell Products under labels that have been pre-approved, in writing, by the Company. Distributor's failure to obtain such prior approval shall cause the termination of this Agreement, without any action having to be taken by the Company. 7.4 Advertising Approval. It is contemplated that Distributor will employ advertising in available media to generate sales of the Products. Distributor agrees that, in any advertising in any media wherein the advertising makes representations as to the effectiveness of the Products or states methods of safe usage of the Products, Distributor will submit such advertising to the Company for approval prior to its use as advertising. Should the Company not object to the proposed content of the advertising within 48 hours of its receipt by the Company, the Company will be deemed to have approved such advertising. All submissions to the Company required by this Section 7.4 (Advertising Approval) shall be submitted via e-mail to: eric@newlan.com or such other address or addresses as the Company may indicate to Distributor. 8. Trademarks and Copyrights. 8.1 Trademarks of the Company. Nothing is this Agreement shall be construed to grant Distributor any right to use the Company's trademarks, trade names and logos (collectively, the "Trademarks") on the Products or in any other manner. Distributor's use of any Trademark shall cause the termination of this Agreement, without any action having to be taken by the Company. 8.2 Trademarks of Distributor. Distributor agrees that the Products purchased hereunder shall be sold by Distributor only under the trademarks, tradenames or logos (collectively the "Distributor Marks") of Distributor listed in Schedule D (Distributor Marks) attached hereto and incorporated by this reference. 8.3 Notices. Distributor shall not alter or remove any copyright, trademark, trade secret, proprietary and/or other legal notices of the Company or third parties contained on or in the Products. The existence of any such copyright notice shall not be construed as an admission, or be deemed to create a presumption, that any publication of such Products has occurred. 9. Warranty. 9.1 Warranty. The Company warrants that the Products manufactured and sold by it will be free from defects in material and workmanship, and will substantially conform to the technical specifications described in Schedule A (Products), in normal use. The warranty set forth in this Section 9.1 (Warranty) shall be void to the extent of (a) any modification of a Product by any person or entity other than the Company, (b) misuse or abuse of a Product or documentation by Distributor or Distributor's customers or end users, (c) negligence or wrongdoing of Distributor or Distributor's customers or end users, (d) accident, disaster or event of force majeure, (e) use of a Product or documentation in any manner inconsistent with this Agreement, (f) causes external to a Product such as, but not limited to, power failure or electrical power surges or (g) improper storage of a Product. 9.2 Disclaimer. Except for the warranty set forth in this Section 9 (Warranty), the Company disclaims all warranties, whether express or implied, oral or written, with respect to the Products, including, without limitation, all implied warranties of merchantability or fitness for any particular purpose. Laws from time to time in force in certain jurisdictions may imply warranties that cannot be excluded or can only be excluded to a limited extent, and this Agreement shall be read and construed subject to any such statutory provisions. Distributor shall be responsible for any warranty it extends, either directly or indirectly, expressly or by operation of law, beyond the warranty expressly granted in this Section 9 (Warranty). The Company is not responsible for (a) damages caused by Distributor's failure to perform Distributor's responsibilities or (b) damages due to deterioration during periods of storage by Distributor longer than those periods set forth in the Product documentation. 10. Consequential Damages Waiver; Limitation of Liability. Except for liability arising under the Non-Circumvention Agreement and a party's obligations under Section 16 (Indemnities), in no event shall either party be liable to the other for special, indirect, incidental or consequential damages. 11. Marketing and Promotional Materials. The Company shall provide existing promotional materials and technical consultation to Distributor for use by Distributor in the development of Distributor's own internal promotional and educational materials and not for publication or distribution to any person. Distributor shall be solely responsible for the costs of developing promotional and educational materials for Distributor's customers and end users. 12. Sales Promotion. Distributor shall use its best efforts to promote the sale and distribution of the Products in the Territory. In addition, Distributor shall use its best efforts to comply with all applicable federal, state and local laws and regulations in performing under this Agreement. 13. Inventory of Products. Distributor shall not be required to maintain an inventory of the Products. The Company shall use its best efforts to maintain an inventory of the Products that is adequate to fulfill orders received from customers of Distributor. 14. Representations of the Company. The Company represents and warrants to Distributor that: 14.1 Cooperation. The Company will cooperate fully and timely with Distributor to enable Distributor to perform its obligations hereunder. 14.2 Authority. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. 14.3 No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. 15. Insurance Requirements. The Company and Distributor agree that each shall be required to maintain, throughout the term of this Agreement, including any renewal term, such insurance policies as are described in Schedule E (Insurance Requirements) attached hereto and made a part hereof. 16. Representations of Distributor. Distributor represents and warrants to the Company that: 16.1 Authority. The execution and performance of this Agreement by Distributor has been duly authorized by the governing body of Distributor. 16.2 No Violation. The performance by Distributor of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Distributor or any contractual obligation by which Distributor may be bound. 17. Indemnities. 17.1 By the Company. The Company shall indemnify, defend and hold Distributor harmless from and against any damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) as a result of or arising out of any claim (a) that the Products supplied hereunder infringe any patent or valid copyright of a third party; or (b) the Products supplied hereunder have caused bodily injury or property damage provided that (i) Distributor shall have promptly provided the Company written notice of such claim and reasonable cooperation, information and assistance in connection therewith and (ii) the Company shall have sole control and authority with respect to the defense, settlement, or compromise thereof. Should any Product delivered hereunder become or, in the Company's opinion be likely to become, the subject of such a claim under subsection (a), above, the Company may, at its option, either procure for Distributor the right to continue purchasing and using such Products, or replace or modify such Products so that they become non-infringing. In the event neither of these options is practicable, the Company may accept the return of the infringing or potentially infringing Products, in exchange for a refund of the purchase price therefor, amortized over a period of three (3) years. In any such event, the Company may withhold further shipments of infringing or potentially infringing Products. The Company shall have no liability or obligation to Distributor hereunder with respect to any infringement or claim thereof based upon (w) compliance with designs, plans or specifications of Distributor, (x) use of the Products by Distributor in combination with devices or products not purchased hereunder where the Products would not themselves be infringing, (y) use of Products by Distributor in an application or environment for which such Products were not designed or contemplated as specified in Schedule A (Products) or (z) modifications of the Products by anyone other than the Company where such modifications directly are the cause of the infringement. The foregoing states the entire liability of the Company with respect to infringement of intellectual property rights by the Products. 17.2 By Distributor. Distributor shall indemnify, defend and hold the Company harmless from and against any damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) as a result of or arising from any representations or warranties made by Distributor to customers or end users which (a) exceed the scope of the representations or warranties made by the Company to Distributor pursuant to Section 10 (Warranty) of this Agreement; or (b) contradict the documentation and/or information made available to Distributor by the Company regarding specifications, performance and intended use of the Products, provided that (i) the Company shall have promptly provided Distributor written notice thereof and reasonable cooperation, information and assistance in connection therewith, and (ii) Distributor shall have sole control and authority with respect to the defense, settlement or compromise thereof. 18. Compliance with Laws. Distributor shall comply with all laws, rules, regulations, governmental requirements and industry standards applicable to the purchase, sale, leasing, licensing, marketing, demonstration, installation, servicing, repair or use of the Products supplied to Distributor hereunder, including, without limitation those relating to the maintenance and availability of records. Without in any way limiting the foregoing, Distributor shall not export any Product documentation or technical data relating thereto to any jurisdiction without first obtaining (a) the written consent of the Company and (b) all necessary export permits and clearances, and in no event shall Distributor export any Product in violation of any applicable law or regulation, whether foreign or domestic. In furtherance of, but without limiting the foregoing, Distributor represents and covenants that it has read, understood and will comply with the provisions of the U.S. Foreign Corrupt Practices Act. 19. Term and Termination. 19.1 Term. Unless earlier terminated pursuant to this Section 19 (Term and Termination) or Section 7.2 (Prior Approval of Private Labels), the term of this Agreement shall be a period of ten years, commencing on the Effective Date. Should Distributor satisfy all minimum purchase requirements established under this Agreement, this Agreement shall renew for one additional ten-year period. 19.2 Termination Upon Event of Default. Upon the occurrence of an Event of Default (as defined below), the non- defaulting party, in its sole discretion, shall have the right to terminate this Agreement, in addition to any other remedy or remedies which may be available to it under this Agreement, at law or in equity. In addition, upon the occurrence of an Event of Default by Distributor, the Company shall have the right to cancel any or all unfilled orders for Products submitted by Distributor. The following events shall be deemed "Events of Default" with respect to the party engage in such activity: (a) Distributor breaches its obligations under the Non-Circumvention Agreement; (b) Distributor breaches its obligations to make Private Label Rights Fees required by Section 7.1 (Private Label Rights Fee), which breach remains uncured for ten (10) days; (c) Distributor breaches Section 7.2 (Prior Approval of Private Labels); (d) Distributor breaches Section 8.1 (Trademarks of the Company); (e) In addition to the breaches of Distributor specified in paragraphs (a) through (d) above, Distributor fails to perform any of its covenants, obligations or responsibilities under this Agreement, which failure remains uncured for thirty (30) days after notice thereof from the Company; provided that the Company party delivers written notice to Distributor within ninety (90) days of the alleged default; (f) The Company fails to perform any of its covenants, obligations or responsibilities under this Agreement, which failure remains uncured for thirty (30) days after notice thereof from Distributor; provided that Distributor delivers written notice to the Company within ninety (90) days of the alleged default; (g) The dissolution, termination of existence, liquidation, insolvency or business failure of either party, or the appointment of a custodian or receiver for either party or any part of its property if such appointment is not terminated or dismissed within sixty (60) days; and (h) The institution by either party of any proceeding under the United States Bankruptcy Code or any other federal, national or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by either party of a composition or any assignment or trust mortgage for the benefit of creditors. 19.3 Duties Upon Termination. Upon the termination of this Agreement for any reason whatsoever: (a) Distributor shall pay to the Company in full within 30 days of such termination, all amounts owed to the Company. The Company shall be entitled to set off and deduct from any money due Distributor under this Agreement, any and all amounts due the Company from Distributor; and (b) Distributor shall promptly return to the Company any and all Company-owned Products or other equipment, materials, documentation or data in the possession of Distributor for whatever reason or purpose, such Products, equipment, materials, documentation and data to be in the same condition as when delivered to Distributor, reasonable use, wear and tear excepted; and (c) The Company shall promptly return to Distributor any and all Distributor-owned equipment, materials, documentation or data in the possession of the Company for whatever reason or purpose, such equipment, materials, documentation and data to be in the same condition as when delivered to the Company, reasonable use, wear and tear excepted. 19.4 Survival. Notwithstanding anything to the contrary in this Agreement, the parties agree that the following provisions shall survive expiration or earlier termination of this Agreement: 9 (Warranty), 17 (Indemnities), 19.3 (Duties Upon Termination) and 20 (Miscellaneous). 20. Miscellaneous. 20.1 Force Majeure. The Company shall not be liable in any respect for failure to ship or for delay in shipment of Products pursuant to accepted purchase orders where such failure or delay shall have been due wholly or in part to the elements, acts of God, acts of Distributor, acts or civil or military authority, fires, floods, epidemics, quarantine restrictions, war, armed hostilities, riots, strikes, lockouts, breakdown, differences with workers, accidents to machinery, delays in transportation, delays in delivery by the Company suppliers or any other cause beyond the reasonable control of the Company. Upon such occurrence, the Company shall immediately notify Distributor as soon as practicable of such inability and of the period for which such inability is expected to continue, and any time for performance hereunder shall be extended by the actual time of delay caused by the occurrence; provided, that the Company uses commercially reasonable efforts to mitigate any damages incurred by the Distributor. Products on which delivery is delayed due to any cause within Distributor's control may be placed in storage by the Company for Distributor's account and at Distributor's risk. Distributor shall be liable for all costs and expenses incurred by the Company in storing Products for Distributor. 20.2 Assignment and Corporate Reorganization. Subject to the provisions of Section 2, neither this Agreement nor any rights granted hereby may be assigned by either party voluntarily or by operation of law without the other party's prior written consent (which will not be unreasonably withheld) and any such attempted assignment shall be null and void. 20.3 Equitable Relief. Nothing in this Agreement will prevent a party from bringing an action for equitable or injunctive relief in any court of competent jurisdiction to compel the other party to comply with its obligations under the Agreement. 20.4 Notices. All notices hereunder shall be in writing and addressed to the party at the address for each set forth at the beginning of this Agreement, or at such other address as to which notice pursuant to this Section 20.4 (Notices) may be given, and shall be given by personal delivery, by certified mail (return receipt requested), Express Mail or by national or international overnight courier. Notices will be deemed given upon the earlier of actual receipt of three (3) business days after being mailed or delivered to such courier service. 20.5 Arbitration. In the event of a dispute between the parties arising out of this Agreement, both Distributor and the Company agree to submit such dispute to arbitration before the American Arbitration Association (the "Association") at its Dallas, Texas, offices, in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a judgment may be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, may award attorneys' fees to the prevailing party. Any award of the Arbitrators may be entered as a judgment in any court competent jurisdiction. Notwithstanding the provisions contained in the foregoing paragraph, the parties hereto agree that the Company may, at its election, seek injunctive or other equitable relief from a court of competent jurisdiction for a violation or violations by Distributor of the Non-Circumvention Agreement. 20.6 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate the other party in any way without prior written authority from the other party. 20.7 Registration. In the event that this Agreement is required to be registered with any governmental authority, Distributor shall cause such registration to be made and shall bear any expense or tax payable in respect thereof. 20.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and Distributor and shall not be amended, altered or changed except by a written agreement signed by the parties hereto. Any terms and conditions in any purchase order or other instrument issued by Distributor or the Company or any of Distributor's customers in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on either party and shall not be deemed to amend or modify this Agreement. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. 20.9 Waivers. No delay or omission on the part of either party to this Agreement in requiring performance by the other party or in exercising any right hereunder shall operate as a waiver of any provision hereof or of any right or rights hereunder; and the waiver, omission or delay in requiring performance or exercising any right hereunder on any one occasion shall not be construed as a bar to or waiver of such performance or right, or of any right or remedy under this Agreement, on any future occasion. A waiver must be in writing, executed by the party against which enforcement is sought, in order to be enforceable. 20.10 Section Headings. Section headings are for descriptive purposes only and shall not control or alter the meaning of this Agreement. 20.11 Rights and Remedies. All rights and remedies of either party hereunder shall be cumulative and may be exercised singularly or concurrently. The failure of either party, in any one or more instances, to enforce any of the terms of this Agreement shall not be construed as a waiver of future enforcement of that or any other term. 20.12 Severability. If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless removal of the invalidated provision renders another provision impossible to perform or inconsistent with the intent of the parties. 20.13 Modifications, Amendments. Modifications and amendments to this Agreement must be in writing, executed by the party against whom enforcement thereof is sought. 20.14 No Rights by Implication. No rights or licenses with respect to the Products are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement. 20.15 Benefit. The provisions of this Agreement shall extend to the successors, surviving corporations and assigns of the Company and to any Distributor of substantially all of the assets and business of the Company. The term "Company" shall be deemed to include the Company, any joint venture, partnership, limited liability company, corporation or other juridical entity, in which the Company shall have an interest, financial or otherwise. 20.16 Governing Law. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Wyoming, and that, in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Wyoming shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any such action or special proceeding may be instituted. 20.17 Counterparts. This Agreement may be executed in multiple counterparts which shall be deemed an original. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, if each party executes at least one counterpart. 20.18 Legal Representation. The Company and Distributor acknowledge that each has utilized separate legal counsel with respect to this Agreement. "COMPANY": "DISTRIBUTOR": THOREAUVIAN PRODUCT SERVICES, LLC BLACK BIRD POTENTIALS INC. By: ____________________________ By: ____________________________ Eric Newlan Fabian G. Deneault Manager President SCHEDULE A Products To be provided by the Company by periodic supplement. SCHEDULE B Minimum Purchase Requirements of Distributor The minimum purchase requirements of Distributor shall be the purchases of the Products set forth in Section 7.1 (Private Label Rights Fee) of the Agreement. SCHEDULE C Initial Private Labels of Distributor MiteXstreamTM 4XXstream CleanTM Grow Clean 4XXsreamTM SCHEDULE D Distributor Marks TO BE COMPLETED SCHEDULE E Insurance Requirements The Company shall maintain general liability insurance policies, including product liability coverage, in commercially reasonable amounts. Distributor shall maintain general liability insurance policies, including product liability coverage, in commercially reasonable amounts.
CONSENT OF INDEPENDENT AUDITORS SUBJECT: BLACK BIRD POTENTIALS INC. To Whom It May Concern: CASHUK, WISEMAN, GOLDBERG, BIRNBAUM AND SALEM, LLP consents to the use in the Regulation A+ filing with the Securities and Exchange Commission prepared by Black Bird Potentials Inc. on February 15, 2019, as it may be amended, of our report dated February 15, 2019, relating to the financial statements of Black Bird Potentials Inc. for the period ended December 31, 2018. Sincerely, CASHUK, WISEMAN, GOLDBERG, BIRNBAUM AND SALEM, LLP /s/ SELAMET R. KWEE Selamet R. Kwee, CPA Partner San Diego, California March 6, 2019
See Exhibit 12.1
March 20, 2019 Black Bird Potentials Inc. 47123 Michel Road Ronan, Montana 59864 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Black Bird Potentials Inc., a Wyoming corporation (the "Company"), to furnish you with our opinion as to the matters hereinafter set forth in connection with its offering statement on Form 1-A (the "Offering Statement") relating to the qualification of shares of the Company's common stock under Regulation A promulgated under the Securities Act of 1933, as amended. Specifically, this opinion relates to an aggregate of 50,843,000 shares of the Company's $.00001 par value common stock, as follows: (A) a total of 843,000 shares for the selling shareholders listed in the offering circular that forms a part of the Offering Statement (the "Selling Shareholder Shares") and (B) 50,000,000 shares for the Company (the "Company Shares"). In connection with this opinion, we have examined the Offering Statement, the Company's Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that (1) the 843,000 Selling Shareholder Shares to be offered by the selling shareholders pursuant to the Offering Statement are legally issued, fully paid and non-assessable shares of common stock of the Company and (2) the 50,000,000 Company Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable shares of common stock of the Company. Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Wyoming Business Corporation Act (including the statutory provisions and reported judicial decisions interpreting the foregoing). We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption "Legal Matters" in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own 22,500,000 shares of the Company's common stock and 500,000 shares of the Company's Series A Super Voting Convertible Preferred Stock, and no other securities of the Company. Sincerely, /s/ Newlan & Newlan, Ltd. NEWLAN & NEWLAN, LTD.