UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No.

001-41051

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

Nevada	45-3598066
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)

(~~972~~)972) 726-9203

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BLBX	The Nasdaq Stock Market LLC

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

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

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

	Large accelerated filer ☐	Accelerated filer ☐

	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

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

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

The number of shares outstanding of the registrant’s Common Stock as of November 11, ~~2021~~2022 was ~~10,525,323.~~13,191,707.

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “Blackboxstocks,” or the “Company” refers to Blackboxstocks Inc., a Nevada corporation.

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q (the “Report”), we make forward-looking statements that involve substantial uncertainties and risks. When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in our other public reports and filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.

The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only the best assessment of management.

									September 30,			December 31,
		September 30,			December 31				2022			2021
		2021			2020
*Assets*	*Assets*							*Assets*
Current assets:
Cash		$	420,400		$	972,825			$	643,528		$	2,426,497
Accounts receivable, net of allowance for doubtful accounts of $68,589 at September 30, 2021 and December 31, 2020, respectively			16,698			17,990
Accounts receivable, net of allowance for doubtful accounts of $68,589 at September 30, 2022 and December 31, 2021, respectively										49,445			18,585
Inventory			23,457			17,661				15,375			13,567
Other current assets			1,804			0
Prepaid expenses			112,914			44,643
Prepaid expenses, related party (Note 5)			36,700			36,700
Marketable securities										4,713,028			8,015,882
Prepaid expenses and other current assets										84,866			227,440
Total current assets			611,973			1,089,819				5,506,242			10,701,971

Property and equipment:
Office, computer and related equipment, net of depreciation of $76,426 and $61,961 at September 30, 2021 and December 31, 2020, respectively			51,827			5,682
Right of use lease, net of amortization of $135,029 and $97,725 at September 30, 2021 and December 31, 2020, respectively			414,070			62,348
Office, computer and related equipment, net of depreciation of $98,328 and $81,682 at September 30, 2022 and December 31, 2021, respectively										96,700			49,873
Right of use lease, net of amortization of $195,121 and $150,829 at September 30, 2022 and December 31, 2021, respectively										353,978			398,270
Total property and equipment			465,897			68,030				450,678			448,143

Total assets		$	1,077,870		$	1,157,849			$	5,956,920		$	11,150,114

*Liabilities and Stockholders' Deficit*
*Liabilities and Stockholders' Equity*								*Liabilities and Stockholders' Equity*

Current liabilities:
Accounts payable		$	533,782		$	352,545			$	738,710		$	585,615
Accrued interest			6,296			10,425				6,544			6,544
Unearned subscriptions			773,139			1,016,157				638,305			1,302,036
Lease liability right of use, current			60,092			40,473				71,354			62,630
Other liabilities			0			180,000
Senior secured note payable, current			10,000			10,000
Convertible notes payable, net of discount of $-0- and $194,267 at September 30, 2021 and December 31, 2020, respectively (Note 7)			35,220			257,150
Notes payable (Note 7)			96,795			131,605
Notes payable, related party (Note 7)			0			859
Senior secured note payable, net of debt issuance costs of $6,655 and $46,597 at September 30, 2022 and December 31, 2021, respectively (Note 7)										893,345			943,403
Note payable, current portion (Note 7)										28,662			28,448
Total current liabilities			1,515,324			1,999,214				2,376,920			2,928,676

Long term liabilities:
Senior secured note payable, long term, net of debt issuance costs of $59,911 and $99,852 at September 30, 2021 and December 31, 2020, respectively			930,089			890,148
Note payable, net of current portion (Note 7)										46,823			68,347
Lease liability right of use, long term			353,978			26,241				282,625			335,641
Total long term liabilities			1,284,067			916,389				329,448			403,988

Commitments and contingencies (Note 8)

Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively			0			0
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 3,269,998 and 5,000,000 issued and outstanding at September 30, 2021 and December 31, 2020, respectively			3,270			5,000
Common stock, $0.001 par value, 100,000,000 shares authorized: 10,320,879 and 8,410,386 issued and outstanding at September 30, 2021 and December 31, 2020, respectively			10,321			8,410
Common stock, subscribed			0			12,500
Stockholders' equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively										-			-
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 3,269,998 issued and outstanding at September 30, 2022 and December 31, 2021, respectively										3,270			3,270
Common stock, $0.001 par value, 100,000,000 shares authorized: 13,191,707 and 13,099,272 issued and outstanding at September 30, 2022 and December 31, 2021, respectively										13,192			13,099
Common stock subscribed										-			-
Common stock payable										3,960			15,000
Treasury stock										(1,065,216	)		-
Additional paid in capital			6,186,463			5,401,154				17,962,884			17,586,635
Accumulated deficit			(7,921,575	)		(7,184,818	)			(13,667,538	)		(9,800,554	)
Total stockholders' deficit			(1,721,521	)		(1,757,754	)
Total stockholders' equity										3,250,552			7,817,450

Total liabilities and stockholders' deficit		$	1,077,870		$	1,157,849
Total liabilities and stockholders' equity									$	5,956,920		$	11,150,114

	For the three months ended						For the nine months ended						For the three months ended						For the nine months ended
	September 30,						September 30,						September 30,						September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenue:
Subscriptions	$	1,466,363		$	1,093,245		$	4,412,536		$	2,306,094		$	1,210,474		$	1,466,363		$	3,877,028		$	4,412,536
Other revenues		5,451			7,084			12,552			18,334			8,676			5,451			13,923			12,552
Total revenues		1,471,814			1,100,329			4,425,088			2,324,428			1,219,150			1,471,814			3,890,951			4,425,088

Cost of revenues		469,601			288,213			1,274,953			700,723			492,991			469,601			1,572,380			1,274,953

Gross margin		1,002,213			812,116			3,150,135			1,623,705			726,159			1,002,213			2,318,571			3,150,135

Operating expenses:
Software development costs		111,898			83,705			445,591			175,950			302,273			111,898			832,143			445,591
Selling, general and administrative		1,098,427			466,225			2,320,841			1,131,661			1,199,233			1,098,427			3,615,430			2,320,841
Advertising and marketing		286,057			173,559			840,557			404,635			417,433			286,057			1,242,573			840,557
Depreciation and amortization		4,760			3,144			14,465			9,972			5,521			4,760			16,646			14,465
Total operating expenses		1,501,142			726,633			3,621,454			1,722,218			1,924,460			1,501,142			5,706,792			3,621,454

Operating income (loss)		(498,929	)		85,483			(471,319	)		(98,513	)
Operating loss														(1,198,301	)		(498,929	)		(3,388,221	)		(471,319	)

Other (income) expense:
Interest expense		30,281			33,469			104,576			128,229			28,025			30,281			86,220			104,576
Convertible note financing		0			0			0			500,469
Gain on derivative liability		0			(10,757	)		0			(1,166,242	)
Default expense		0			0			0			24,750
Amortization of debt discount		10,171			135,482			194,267			250,335
Amortization of debt discount and issuance costs														13,314			10,171			39,942			194,267
Investment loss														68,802			-			352,601			-
Gain on forgiveness of note payable		(33,405	)		0			(33,405	)		0			-			(33,405	)		-			(33,405	)
Total other (income) expense		7,047			158,194			265,438			(262,459	)		110,141			7,047			478,763			265,438

Income (loss) before income taxes		(505,976	)		(72,711	)		(736,757	)		163,946
Loss before income taxes														(1,308,442	)		(505,976	)		(3,866,984	)		(736,757	)

Income Taxes		0			0			0			0
Income taxes														-			-			-			-

Net income (loss)		(505,976	)		(72,711	)		(736,757	)		163,946
Net loss														(1,308,442	)		(505,976	)		(3,866,984	)		(736,757	)

Weighted average number of common
shares outstanding - basic		9,717,580			8,116,112			8,942,024			8,006,006
shares outstanding - fully diluted		0			0			0			13,084,927
Weighted average number of common shares outstanding - basic and diluted														13,185,659			9,717,580			13,184,393			8,942,024

Net income (loss) per share - basic	$	(0.05	)	$	(0.01	)	$	(0.08	)	$	0.02
Net income per share - fully diluted		0			0			0		$	0.01
Net loss per share - basic and diluted													$	(0.10	)	$	(0.05	)	$	(0.29	)	$	(0.08	)

Preferred Stock

Series A
Preferred Stock

Common Stock

Common Stock

Additional

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Subscribed

Paid in Capital

Deficit

Total

Balances, December 31, 2019
0 $ 0 5,000,000 $ 5,000 7,908,231 $ 7,908 $ 35,060 $ 3,443,640 $ (6,829,907 ) $ (3,338,299 )

Issuance of shares in settlement of expenses
0 0 0 0 50,005 50 0 99,950 0 100,000

Net income
- 0 - 0 - 0 0 0 42,829 42,829

Balances, March 31, 2020
0 0 5,000,000 5,000 7,958,236 7,958 35,060 3,543,590 (6,787,078 ) (3,195,470 )

Warrants issued for amendment of convertible notes payable
- 0 - 0 - 0 0 282,693 0 282,693

Net income
- 0 - 0 - 0 0 0 193,828 193,828

Balances, June 30, 2020
0 0 5,000,000 5,000 7,958,236 7,958 35,060 3,826,283 (6,593,250 ) (2,718,949 )

Issuance of shares for cash
0 0 0 0 184,617 185 0 135,971 0 136,156

Issuance of shares in settlement of expenses
0 0 0 0 3,334 3 0 6,497 0 6,500

Issuance of shares in exchange for services
0 0 0 0 25,000 25 0 48,725 0 48,750

Convertible note forbearance extinguishment of derivative liability
- 0 - 0 - 0 0 522,065 0 522,065

Warrants issued for amendment of convertible notes payable
- 0 - 0 - 0 0 371,243 0 371,243

Net loss
- 0 - 0 - 0 0 0 (72,711 ) (72,711 )

Balances, September 30, 2020
0 $ 0 5,000,000 $ 5,000 8,171,187 $ 8,171 $ 35,060 $ 4,910,784 $ (6,665,961 ) $ (1,706,946 )

Balances, December 31, 2020
0 $ 0 5,000,000 $ 5,000 8,410,386 $ 8,410 $ 12,500 $ 5,401,154 $ (7,184,818 ) $ (1,757,754 )

Issuance of shares for cash
0 0 0 0 70,772 71 0 137,935 0 138,006

Issuance of subscribed shares
0 0 0 0 6,411 6 (12,500 ) 12,494 0 0

Issuance of shares in settlement of liabilities
0 0 0 0 92,308 93 0 179,907 0 180,000

Net income
- 0 - 0 - 0 0 0 12,555 12,555

Balances, March 31, 2021
0 0 5,000,000 5,000 8,579,877 8,580 0 5,731,490 (7,172,263 ) (1,427,193 )

Issuance of in settlement of services
0 0 0 0 11,000 11 0 21,439 0 21,450

Net loss
- 0 - 0 - 0 0 0 (243,336 ) (243,336 )

Balances, June 30, 2021
0 0 5,000,000 5,000 8,590,877 8,591 0 5,752,929 (7,415,599 ) (1,649,079 )

Issuance of common shares from conversion of Series A preferred shares
0 0 (1,730,002 ) (1,730 ) 1,730,002 1,730 0 0 0 0

Issuance of warrants for compensation
- 0 - 0 - 0 0 10,635 0 10,635

Issuance of options for compensation
- 0 - 0 - 0 0 422,899 0 422,899

Net loss
- 0 - 0 - 0 0 0 (505,976 ) (505,976 )

Balances, September 30, 2021
0 $ 0 3,269,998 $ 3,270 10,320,879 $ 10,321 $ 0 $ 6,186,463 $ (7,921,575 ) $ (1,721,521 )

	Preferred Stock				Series A Preferred Stock						Common Stock				Common Stock			Common Stock			Treasury			Additional Paid in			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Subscribed			Payable			Stock			Capital			Deficit			��	Total

Balances, December 31, 2020		-	$	-		5,000,000		$	5,000			8,410,386	$	8,410	$	12,500		$	-		$	-		$	5,401,154		$	(7,184,818	)		$	(1,757,754	)

Issuance of shares for cash, net of fees		-		-		-			-			70,772		71		-			-			-			137,935			-				138,006

Issuance of subscribed shares		-		-		-			-			6,411		6		(12,500	)		-			-			12,494			-				-

Issuance of shares in settlement of liabilities		-		-		-			-			103,308		104		-			-			-			201,346			-				201,450

Issuance of shares from conversion of Series A preferred shares		-		-		(1,730,002	)		(1,730	)		1,730,002		1,730		-			-			-			-			-				-

Issuance of warrants for compensation		-		-		-			-			-		-		-			-			-			10,635			-				10,635

Issuance of options for compensation		-		-		-			-			-		-		-			-			-			422,899			-				422,899

Net loss		-		-		-			-			-		-		-			-			-			-			(736,757	)			(736,757	)

Balances, September 30, 2021		-	$	-		3,269,998		$	3,270			10,320,879	$	10,321	$	-		$	-		$	-		$	6,186,463		$	(7,921,575	)		$	(1,721,521	)

Balances, December 31, 2021		-	$	-		3,269,998		$	3,270			13,099,272	$	13,099	$	-		$	15,000		$	-		$	17,586,635		$	(9,800,554	)		$	7,817,450

Purchase of treasury stock		-		-		-			-			-		-		-			-			(1,065,216	)		-			-				(1,065,216	)

Cashless exercise of warrants		-		-		-			-			86,387		87		-			-			-			(87	)		-				-

Issuance of warrants for compensation		-		-		-			-			-		-		-			-			-			95,640			-				95,640

Issuance of options for compensation		-		-		-			-			-		-		-			-			-			250,702			-				250,702

Common stock payable for compensation		-		-		-			-			-		-		-			18,960			-			-			-				18,960

Common stock issued for common stock payable		-		-		-			-			6,048		6		-			(30,000	)		-			29,994			-				-

Net loss		-		-		-			-			-		-		-			-			-			-			(3,866,984	)			(3,866,984	)

Balances, September 30, 2022		-	$	-		3,269,998		$	3,270			13,191,707	$	13,192	$	-		$	3,960		$	(1,065,216	)	$	17,962,884		$	(13,667,538	)		$	3,250,552

	For the nine months ended
	September 30,						September 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income (loss)	$	(736,757	)	$	163,946
Net loss							$	(3,866,984	)	$	(736,757	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		14,465			9,972			16,646			14,465
Amortization of note discount and issuance costs		234,208			250,335			39,942			234,208
Shares issued in settlement of financing costs		0			100,000
Shares issued in settlement of services		21,450			55,250			-			21,450
Stock based compensation		433,534			0			365,302			433,534
Expenses paid by lender		0			6,030
Convertible note financing		0			500,469
Change in fair value of derivative liability		0			(1,166,242	)
Convertible note default expense		0			24,750
Right of use lease								-			(4,366	)
Gain on forgiveness of note payable		(33,405	)		0			-			(33,405	)
Right of use lease		(4,366	)		1,086
Investment loss								352,601			-
Changes in operating assets and liabilities:
Accounts receivable		1,292			(14,489	)		(30,860	)		1,292
Inventory		(5,796	)		(14,757	)		(1,808	)		(5,796	)
Other current assets		(1,804	)		0
Prepaid expenses		(68,271	)		0
Prepaid expenses and other current assets								142,574			(70,075	)
Accounts payable		181,237			(50,764	)		153,095			181,237
Accrued interest		(4,129	)		(11,901	)		-			(4,129	)
Accrued interest, related party		0			10,960
Unearned subscriptions		(243,018	)		227,734			(663,731	)		(243,018	)
Net cash provided by (used in) operating activities		(211,360	)		92,379
Net cash used in operating activities								(3,493,223	)		(211,360	)

Cash flows from investing activities:
Purchase of property and equipment		(60,610	)		0			(63,473	)		(60,610	)
Cash repayments from related parties		0			6,890
Net cash used in investing activities		(60,610	)		6,890
Purchase of marketable securities								(22,573,384	)		-
Sale of marketable securities								25,523,637			-
Net cash provided by (used in) investing activities								2,886,780			(60,610	)

Cash flows from financing activities:
Common stock issued for cash		138,006			136,156
Proceeds from issuance of notes payable		0			127,100
Proceeds from issuance of convertible notes payable		0			100,000
Proceeds from Payroll Protection Program		0			130,200
Common stock and warrants issued for cash								-			138,006
Principal payments on senior secured note payable								(90,000	)		-
Principal payments on notes payable		(1,405	)		(331,573	)		(21,310	)		(1,405	)
Principal payments on convertible notes payable		(416,197	)		(13,289	)		-			(416,197	)
Principal payments on notes payable, related parties		(859	)		(103,558	)		-			(859	)
Net cash provided by (used in) financing activities		(280,455	)		45,036
Purchase of treasury stock								(1,065,216	)		-
Net cash used in financing activities								(1,176,526	)		(280,455	)

Net increase (decrease) in cash	$	(552,425	)	$	144,305
Cash - beginning of year		972,825			21,172
Net decrease in cash							$	(1,782,969	)	$	(552,425	)
Cash - beginning of period								2,426,497			972,825
Cash - end of period	$	420,400		$	165,477		$	643,528		$	420,400

Supplemental disclosures:
Interest paid	$	108,705		$	0		$	86,220		$	108,705
Income taxes paid	$	0		$	0		$	-		$	-

Non-cash investing and financing activities:
Repayment of note in exchange for note payable	$	0		$	39,370
Common stock issued in settlement of common stock payable							$	30,000		$	-
Common stock issued in settlement of accrued liabilities	$	180,000		$	0		$	-		$	180,000
Discount on notes payable	$	0		$	69,500
Repayment of note payable, related party in exchange for advances	$	0		$	2,933
Issuance of warrants for forbearance agreements	$	0		$	371,243
Preferred Series A shares converted to common shares	$	1,730		$	0		$	-		$	1,730

Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011, under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code.

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over ~~8,000~~10,000 stocks and up to ~~1,000,000~~1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. ~~Recently, the~~The Company has also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://www.blackboxstocks.com.

On November 10, 2021, the Company issued 2,400,000 shares of Common Stock in its initial public offering and concurrently was listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”.

The accompanying interim unaudited financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, ~~2021.~~2022. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Use of ~~Estimates~~Estimates. - The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.

~~Cash~~Cash. - Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

Investments in Marketable Securities. The Company has invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities. These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period. Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.

Recently Issued Accounting ~~Pronouncements~~Pronouncements. - During the ~~nine~~ ~~months~~period ended September 30, ~~2021~~2022, there were ~~several~~no new accounting pronouncements issued ~~by the FASB. Each of the pronouncements, as applicable, has been or will be adopted by the Company. Management does~~ ~~not~~ ~~believe~~that management believes the adoption of ~~any of these accounting pronouncements has had or~~which will have a material impact on the Company’s financial statements.

Earnings or (Loss) Per ~~Share~~Share. - Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

The Company had total potential additional dilutive securities outstanding at September 30, 2022, as follows:

Revenue ~~Recognition~~Recognition. - ~~Revenue is~~We operate under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform. We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as unearned subscriptions on our balance sheet. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of ~~subscriptions for~~promotional products are recognized upon shipment.

The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the ~~Blackbox System web application, on a monthly~~use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or ~~annual basis. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The performance obligation by~~liabilities that the Company has the ability to access;

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly and include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is in exchange for the monthly subscription fee, the subscriber is allowed access to the Blackbox System on the website for the calendar month. Revenue related to annual subscriptions is recognized each month with unearned subscriptions reflected as a current liability.little, if any, market activity.

The Company’s marketable securities are highly liquid and are quoted on major exchanges and are therefore classified as Level 1 securities. The following table summarizes the Company’s assets that were measured and recognized at fair value as of September 30, 2022:

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

Shares of Series A Convertible Preferred Stock do ~~not~~ ~~accumulate dividends, have~~ no ~~liquidation preferences and are convertible into shares of~~(“Series A Stock”) rank pari passu with the Company’s Common Stock ~~on a 1-for-~~~~one~~ ~~basis.~~with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 ~~votes~~ votes. During 2021, 1,730,002 previously issued and ~~with respect to dividend and liquidation rights,~~outstanding shares of the ~~shares rank pari passu with the Company’s~~Series A Stock were converted into Common Stock. ~~Until~~ ~~May 27, 2021~~ ~~all~~All currently issued and outstanding shares ~~were~~of the Series A Stock are held by Gust C. Kepler, ~~Director,~~the Company’s Chairman and Chief Executive ~~Officer, President and Chief Financial~~ Officer (“Mr. Kepler”). OnThe Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of ~~May 27,~~October 14, 2021, ~~Mr. Kepler sold and transferred 1,130,002~~limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a 1-for-1 basis as provided for in the Certificate of Designation of the Series A ~~Convertible Preferred~~ Stock ~~all~~(the “Designation Conversion Rights”). Pursuant to the terms of ~~which were~~the Conversion Rights Agreement, the Designation Conversion Rights are limited and exercisable based upon the Company reaching the following market capitalization thresholds, measured on the last day of each calendar quarter:

The Agreement terminates when the last share of Series A Stock is either converted ~~into 1,130,002~~or the largest Market Capitalization Threshold is met.

On January 4, 2022, 86,387 shares of common stock ~~during~~were issued for the cashless exercise of a warrant for the purchase of 120,000 shares (Note ~~July 2021.~~ 5~~During~~).

On ~~August 2021,~~January 7, 2022, ~~Mr. Kepler converted an additional 600,000 shares~~the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the ~~Series A Convertible Preferred Stock into 600,000 shares of~~Company’s common stock. The program will terminate on December 31, 2022, or when the $2,500,000 authorized has been fully utilized. As of September 30, ~~2021~~2022, ~~Mr. Kepler held 3,269,998 shares.~~the Company has repurchased 615,748 shares for an aggregate purchase price of $1,065,216.

~~During the~~On ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~August 11, 2022, the Company ~~exchanged~~entered into a ~~liability of $180,000 for the purchase of~~services agreement whereby a ~~Simple Agreement for Future Tokens into 92,308~~third-party service provider would receive 36,000 shares of common stock ~~at $1.95 per share.~~

~~During the~~vesting monthly over ~~nine~~12 ~~months ended~~months. As of September 30, ~~2021,~~2022, 3,000 of the ~~Company sold 70,772~~ shares ofhave vested and are included in common stock to ~~third~~ ~~parties for $138,006 and issued 6,411 shares of common stock previously subscribed for $12,500.~~payable.

Costs attributable to the issuance of warrants to purchase common stock are measured at fair value at the date of issuance and offset with a corresponding increase in ‘Additional Paid in Capital’ at the time of issuance.

~~Until~~ ~~January 1, 2021,~~ the fair value cost was computed utilizing the Black-Scholes model using the following inputs: the price of the Company’s common stock on the date of issuance, a risk-free interest rate based on applicable treasury rates, and expected volatility of the Company’s common stock of based on historical volatility, various exercise prices, and terms reflecting the term of the warrant issued.

~~Concurrently with the execution of certain securities purchase agreements during~~ ~~2020,~~ ~~the Company issued warrants to purchase Common Stock. Each warrant is exercisable for a period of~~ ~~one~~ to ~~five~~ ~~years from the date of the securities purchase agreement. The fair value cost at the date of issuance of these warrants was $639,194.~~

~~In conjunction with the issuance of convertible notes payable as described in Note~~ 7, ~~a warrant for the purchase of up to 115,385 shares of common Stock exercisable for a~~ ~~one-year period was issued at an exercise price of $0.01 per share and another warrant for the purchase of up to 360,000 shares of Common Stock exercisable for a~~ ~~five-year period was issued at an exercise price of $1.00 per share.~~

~~Beginning~~ ~~January 1, 2021,~~ ~~the Company computes fair value cost using the Cox-Ross-Rubinstein binomial model. During the period ended~~ ~~September 30, 2021,~~ the Company estimated the fair value of the warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance, a risk-free interest rate of 1.30%, and expected volatility of 50% based on the volatility of comparable publicly traded entities, various exercise prices, and terms of up to 10 years.

On ~~September 11, 2021,~~ ~~the Company issued Robert Winspear, Chief Financial Officer, Secretary and a director of the Company, a warrant to purchase up to 100,000 shares of common stock exercisable for a~~ ~~ten~~-year period at an exercise price of $1.95. The warrants vest monthly over 36 months after the issuance date. The fair value of these warrants at the issuance date was $382,571, which is being expensed as vesting occurs.

The following table presents the Company’s warrants as of September 30, ~~2021~~ ~~and~~ ~~December 31, 2020:~~2022:

At September 30, ~~2021,~~2022, warrants for the purchase of ~~534,937~~374,449 shares were vested and warrants for the purchase of ~~97,219~~63,887 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling ~~$371,936~~$244,416 as they vest.

On August ~~11,~~4, 2021, ~~the Company filed an information statement with the SEC disclosing that the Company had~~our Board of Directors created and our stockholders approved the 2021 Blackboxstocks, Inc. Incentive Stock Plan (the ~~“Plan”~~“2021 Plan”). which became effective August 31, 2021. On October 7, 2022 the Company’s stockholders approved an amendment and restatement of the 2021 Plan to increase the maximum number of authorized shares reserved by 500,000 to a total of 1,250,000 shares. The 2021Plan ~~provides for~~allows the ~~grant~~Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and ~~restricted~~unrestricted stock ~~grants~~and other stock-based awards to employees, ~~directors~~including our executive officers, consultants and ~~certain non-employee consultants. The Plan is administered by the Company’s board of directors or a committee thereof. 750,000 shares of the common stock are reserved for issuance under the plan.~~

~~During the period ended~~ ~~September 30, 2021,~~ the Company estimated the fair value of the options based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; a risk-free interest rate of 1.30%, and expected volatility of 50% based on the volatility of comparable publicly traded entities, various exercise prices, and terms of 10 years.

On ~~August 31, 2021,~~ ~~options to purchase up to 597,500 shares of common stock exercisable for a~~ ~~ten~~-year period were issued at an exercise price of $2.99. The fair value of these options at the issuance date was $1,076,340, which is being expensed as vesting occurs over the applicable service periods.directors.

On September 11, 2021, ~~options to purchase up to 15,000 shares of common stock exercisable for a~~ ~~ten~~-year period were issued at an exercise price of $4.96. The fair value of these options at the issuance date was $44,823, which is being expensed as vesting occurs over the applicable service periods. In addition, 6,048 shares of restricted common stock were granted ~~on Spetember~~with 25% vesting at issuance and the remaining shares vesting quarterly over ~~11,~~nine~~2021~~ ~~and vest monthly over~~ ~~twelve~~ months. As of September 30, ~~2021,~~2022, ~~none~~all 6,048 of the restricted common stock shares have vested orand been issued.

On August 11, 36,000 shares of restricted stock were granted with vesting occurring monthly for twelve months. On September 11, 2022, 29,412 shares of restricted common stock were granted with 25% vesting quarterly over twelve months. As of September 30, 2022, 3,000 shares of the restricted common stock shares have vested.

The following table presents the Company’s options as of September 30, ~~2021~~ ~~and~~ ~~December 31, 2020:~~2022:

At September 30, ~~2021,~~2022, options to purchase ~~222,085~~294,192 shares were vested and options to purchase ~~390,415~~376,050 shares remained unvested. The Company expects to incur expenses for the unvested options totaling ~~$698,264~~$530,130 as they vest.

G2 ~~International, Inc. (~~~~“G2”~~~~), which does business as IPA Tech Group (“IPA”), is a company wholly owned by Mr. Kepler. As of~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~ ~~the Company had a prepaid balance of $36,700 for public relations and marketing services with~~ ~~G2/IPA.~~ ~~These funds are expected to be used over the next~~ ~~three~~ to ~~six~~ ~~months.~~

~~A summary of the Company’s debt at~~ ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020,~~ ~~by counterparty, is as follows:~~

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) the Company was awarded a loan of $130,200. The loan carries an interest rate of 1% and ~~matures~~matured on May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry and interest rate of 1% and mature on May 4, 2025. As of September 30, 2022 and December 31, 2021, the unpaid balances of the note totaled $75,485 and $96,795, respectively.

On November 12, 2020, the Company executed a Loan Agreement with certain Lenders (“the Lenders”) and FVP Servicing LLC, as agent for the Lenders in connection with the issuance of a ~~Note~~senior secured note (the “FVP Note”) in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company also entered into an agreement with an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of one year after the loan is repaid and contains a right of first refusal to continue to provide such services in the future subject to certain limitations. Mr. Kepler executed a guaranty in favor of FVP in connection with the loan. Proceeds from the loan were used to repay ~~the~~an existing senior secured loan balance of $100,000 along with accrued interest, settle certain outstanding trade payables in the amount of $133,880 and for general working capital purposes. In addition, the Company granted the ~~Lender~~Lenders a security interest in substantially all of its assets.

~~Notes Payable, related party~~ As of September 30, 2022 and December 31, 2021, the unpaid balances of the FVP Note totaled $900,000 and $990,000, respectively.

On ~~December 6, 2018,~~March 9, 2022 ~~Mr. Kepler, advanced $108,000 to~~ the Company ~~for payment~~and FVP amended the loan agreement to a ~~third~~ ~~party note holder in exchange for an unsecured promissory note. During~~change the ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and year~~Debt Service Coverage Ratio measurement date from the quarter ended December 31, ~~2020~~2021 to the ~~Company repaid $859 and $107,141, respectively, reducing the balance due as of~~quarter ending September 30, ~~2021~~2022. ~~to $0.~~

On ~~May 21, 2019,~~ ~~the Company issued an~~ 8% ~~Fixed Convertible Promissory Note payable to a~~ ~~third~~ ~~party with a face value of $385,000, which included an original issue discount of 10% on the investment amount. On~~ ~~July 17, 2019,~~ ~~the Company issued another 8% Fixed Convertible Promissory Note with a face value of $165,000 which also included an original discount of 10% on the investment amount. The~~ ~~two~~ ~~notes contain substantially identical terms.~~ The Company ~~recorded the value of the notes conversion feature~~was in ~~the amount of $342,308~~compliance with all debt covenants at ~~inception. The Company defaulted on the notes and incurred default fees of $57,750 and $24,750 for the years ended~~ ~~December 31, 2019~~ ~~and~~ ~~2020,~~ ~~respectively which amounts were added to the principal balance.~~

On ~~July 10, 2020,~~ ~~the Company entered into Forbearance and Note Settlement Agreements (“Agreements”) with the holders of the~~ 8% ~~Fixed Convertible Promissory Notes agreeing to take~~ no ~~further action to avail themselves of the remedies of default defined in the Notes. The Agreements stipulate the Company remit payment of all accrued interest and principal outstanding beginning on~~ ~~July 20, 2020~~ ~~for~~ ~~thirteen~~ agreed upon payments and until the note is repaid in full. Upon execution of these Agreements, effectively extinguishing the above-described notes, the Company recognized a cancellation of the derivative liability previously related to the conversion feature of $522,065. As additional consideration for the Agreements, the holders were issued warrants to purchase up to 360,000 shares of the Company’s Common Stock at a price of $1.00 per share, exercisable beginning ~~January 10, 2021~~ ~~and expiring on~~ ~~July 10, 2025.~~ ~~The fair value of the warrants at the date of issuance was $371,243, and was reflected in paid in capital and the related debt discount was amortized over the term of the Agreements.~~

~~During the~~ ~~nine~~ ~~months ended~~ September 30, ~~2021,~~2022. ~~the Company~~The FVP Note was repaid ~~$133,405 of the principal~~in full at its maturity on ~~the~~ ~~July 17, 2019~~ November 14, 2022~~note, reducing the balance due as of~~ ~~September 30, 2021~~ ~~to $0. During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~the Company repaid $282,792 of the principal on the~~ ~~May 21, 2019~~ ~~note, reducing the balance due as of~~ ~~September 30, 2021~~ ~~to $35,220.~~

OnIn August ~~11, 2020~~2017 the Company ~~entered into a letter agreement~~acquired and was assigned all right, title and interest in an office lease with ~~Winspear Investments, LLC~~Teachers Insurance and Annuity Association of America (“~~Winspear”~~TIAA”)~~, an entity controlled by Robert Winspear, Winspear, Chief Financial Officer, Secretary and a director~~ for approximately 1,502 square feet of ~~the Company, pursuant to which the Company retained Winspear to provide strategic advisory services for financial and business matters. The agreement provided for a minimum~~ ~~three-month term and that Winspear would be compensated with the grant of 20,000 shares of the Company’s common stock~~office space at ~~inception and an additional 5,000 shares per month for the initial~~ ~~three~~5430 ~~months and an additional grant of 3,000 shares per month thereafter. The agreement also provides that Winspear shall be granted 80,000 shares if the Company achieves a listing with NASDAQ. As of~~LBJ Freeway, Dallas, Texas. During September ~~30, 2021,~~ ~~59,000 common shares have been issued and 9,000 shares remain payable to Winspear. On~~ ~~November 9, 2021,~~2017 the Company ~~was approved~~amended the lease to expand its space by approximately 336 square feet for ~~listing on the NASDAQ Capital Market and the remaining 80,000 shares became payable to Winspear (see Note~~ 9 ~~Subsequent Events).~~

a total of 1,838 square feet. On February 22, 2021 the Company amended its lease with ~~Teachers Insurance and Annuity Association of America~~ (“TIAA”) to expand its space by approximately 847 square feet for a total of 2,685 square feet and extended the expiration date to September 30, 2025. On April 14, 2021, the Company amended its lease with TIAA extending the lease expiration until September 30, 2028.The Company records rent expense associated with this lease on a straight-line basis in conjunction with the terms of the underlying lease. During the nine months ended September 30, 2022, the Company’s office rental expenses totaled approximately $71,700.

The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company’s financial statements.

On ~~November 9, 2021~~October 7, 2022 the ~~Company entered into~~Company’s stockholders approved an ~~underwriting agreement~~amendment and restatement to the 2021 Plan to increase the maximum number of authorized shares by 500,000 to a total of 1,250,000 shares. See Note 6.

On October 25, 2022, Blackboxstocks Inc. (the “Company”) received a written notification (the “Notification Letter”) from the Nasdaq Listing Qualifications (“Nasdaq”) that it is not in compliance with ~~Alexander~~the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital ~~LP as representative for the underwriters named therein, pursuant~~Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to ~~which the Company sold 2,400,000 shares of its Common Stock at an offering~~maintain a minimum bid price of ~~$5.00 in an underwritten public offering upon which its shares became listed~~$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the NASDAQ Capital Market. Net proceeds to the Company after underwring discounts and offering expenses were approximately $10,610,000. The underwriting agreement grants the underwriter(s) an over-allotment option whereby they ~~may~~ ~~purchase up to 360,000 additional shares~~closing bid price of the Company’s ~~Common Stock~~common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and, at ~~$5.00~~this time, the common stock will continue to trade on the Nasdaq Capital Market under the symbol “BLBX”.

The Notification Letter provides that the Company has 180 calendar days, or until April 24, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a ~~period~~minimum of 4510 consecutive business days. In the event the Company does not regain compliance by April 24, 2023, the Company may then be eligible for additional 180 days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The ~~Company also granted~~Nasdaq Capital Market, with the ~~underwriter a warrant to purchase up to 6%~~exception of the ~~total shares offered (144,000 shares) at a~~bid price ~~equal~~requirement, and will need to ~~125%~~provide written notice of its intention to cure the ~~oferring price for a period term of~~ ~~five~~ ~~years.The agreement also includes standard indemnification provisions between~~deficiency during the second compliance period. If the Company ~~and~~does not qualify for the ~~Underwriter.~~second compliance period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules

As discussed in Note 7 above, The FVP Note was repaid in full at its maturity on November ~~1, 2021,~~ 14, 2022~~the Company issued 204,444 shares of common stock undrer the cashless exercise provision of warrants exercisable for the purchase of 240,000 shares of Common Stock.~~

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

We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 as well as with our condensed financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled “Risk Factors” and elsewhere in this Report.

Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software (the “Blackbox System”) employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. We continuously scan the New York Stock Exchange (“NYSE”), NASDAQ, Chicago Board Options Exchange (the “CBOE”) and other options markets, analyzing over ~~8,000~~10,000 stocks and over ~~1,000,000~~1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We ~~recently~~have also introduced a live audio/video feature that allows our members to broadcast on their own channels to share trading strategies and market insight within the Blackbox community. We employ a subscription based Software as a Service (“SaaS”) business model and maintain a growing base of users that spans 42 countries.

The Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from the end user by our simple and easy to navigate dashboard which includes real-time alerts, scanners, financial news, institutional grade charting and proprietary analytics.

We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the Blackbox System web application are sold on a monthly and/or annual subscription basis to individual consumers through our website at http://www.blackboxstocks.com.

Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “BLBX.” Our corporate website is located at http://www.blackboxstocks.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Report on Form 10-Q.

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ending December 31, 2021 filed with the Securities and Exchange Commission on March 31, ~~2021.~~2022.

At September 30, ~~2021,~~2022, we had a cash ~~balance of $420,400~~ and ~~a working capital deficit of $903,351~~marketable securities totaling $5,356,556 as compared to a cash ~~balance of $972,825~~ and ~~a working capital deficit of $990,738~~marketable securities totaling $10,442,379 at December 31, ~~2020.~~2021. Our cash flows ~~from~~used in operations were ($~~211,360)~~3,493,223) for the nine months ended September 30, ~~2021~~2022 as compared to ~~$92,379~~($211,360) for the same period in the prior ~~year period. For~~year.

Net cash from investing activities for the nine months ended September 30, ~~2021,~~2022 was $2,886,780 as compared to ($60,610) for the ~~net loss~~prior year period. The volume of marketable securities purchases and sales for the current period was ~~largely offset by amortization~~substantially the result of ~~debt discount~~trading activity in a Company account that is used to research and ~~debt issuance costs as well as stock based compensation. During the nine months ended September 30, 2021, the Company also incurred capital expenditures in the amount~~test specific trading techniques. The account used for those specific activities had an account balance of ~~$60,610 related primarily to the purchase of new servers.~~approximately $90,000. We ~~do not~~ expect ~~this level of~~our capital expenditures to ~~continue for the next twelve months.~~remain at or below their current level through 2023.

Net cash used in financing activities was ~~$280,455~~($1,176,526) for the nine months ended September 30, ~~2021. This consisted~~2022 as compared to ($280,455) for the prior year period. The purchase of ~~$418,461~~$1,065,216 of treasury stock pursuant to the Company’s stock repurchase plan was the primary component of the use of cash in the nine months ended September 30, 2022. During the nine months ended September 30, 2021, principal ~~repayments that was~~payments on debt totaling $417,056 were partially offset by sales of common stock totaling $138,006 inThe stock ~~issuances.~~repurchase plan initially authorized the repurchase of up to $2,500,000 of the Company’s common stock and expires on December 31, 2022. The Company ~~has only $35,220~~does not expect that it will fully utilize the total authorized amount of its stock purchase plan prior to December 31, 2022. The senior secured FVP Note with a principal balance of $900,000 at September 30, 2022 matured on November 14, 2022 and was repaid in ~~principal payments remaining on its convertible notes payable which are expected to be paid in the fourth quarter~~full.

On November 9, 2021 the Company enter into an underwriting ~~ageeement~~agreement pursuant to which it sold 2,400,000 shares of its Common Stock at an offering price of $5.00 in an underwritten public offering upon consummation of which our shares became listed on the NASDAQ Capital Market. Net proceeds to the Company after ~~underwring~~underwriting discounts and offering expenses were approximately ~~$11,610,000.~~$10,510,000. We expect to use proceeds from this offering to further develop our Blackbox System platform, expand our product offerings, fund marketing efforts to grow our subscriber base, as well as for general and administration expenses and other general corporate purposes.

We believe that the Company has sufficient capital resources to fund current operations and debt service ~~requirements.~~

Comparison of Three Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

For the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, our revenue was $1,219,150 and $1,471,814, respectively, a decrease of 17%. We believe 2022 revenues continue to be negatively impacted by macro-economic factors including poor overall performance in the stock market, high inflation and ~~$1,100,329, respectively,~~sluggish gross domestic product (GDP) growth. The S&P 500 dropped by 24.1% during the nine months of 2022. In addition to the poor market performance, inflation measured by the consumer price index (CPI) remained high at an ~~increase~~average of ~~34%. The $371,485 increase in revenue resulted from~~8.3% for the three months ended September 30, 2022 while GDP growth in the third quarter was only 2.6% annualized following two quarters of negative growth. We believe that these factors may have constricted disposable cash of prospective subscribers. Although we believe that our ~~subscriber base which~~platform enables our subscribers to profit in both bull and bear markets, we ~~beleve resultred from additional marketing and advertising expenditures and continued subscriber acceptance and use~~attribute some of our ~~platform.~~decline in revenues to a higher level of hesitancy resulting from the poor macro-economic data. In order to combat this, we implemented promotional programs in March of 2022 and again in the August /September 2022 timeframe around Labor Day. Average users for the three months ended September 30, 2022 was 5,197 as compared to 5,535 for the prior year period. Cost of revenues for the three months ended September 30, 2022 and 2021 were $492,991 and ~~2020 were~~ $469,601, ~~and $288,213,~~ resulting in gross margins of ~~68%~~60% and ~~74%~~68%, respectively. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators. ~~Costs for online program moderators~~Cost of goods sold increased ~~44%~~by $23,390 for the quarter ended September 30 ~~2021~~2022 as compared to the ~~2020 period and comprise~~prior year primarily as a result of an increase in the ~~second largest portion~~cost of our ~~cost~~program moderators and higher costs associated with our new broadcast enabled social media feature. As noted above, our promotional event resulted in increased user counts but limited revenue that offset the costs which resulted in a lower gross margin percentage of ~~revenues. We do not expect our gross margins~~60% as compared to ~~change significantly from their current level unless we add additional products with different margins or incur unexpected cost increases.~~68% for the 2021 period.

For the three months ended September 30, ~~2021,~~2022, operating expenses were ~~$1,501,142~~$1,924,460 as compared to ~~$726,633~~$1,501,142 for the same period in ~~2020,~~2021, an increase of ~~$774,509~~$423,318 or ~~107%~~28%. We experienced ~~significantly~~ higher expenditures in most of our expense categories for the 2022 period. Software development costs increased from $111,898 for the three months ended September 30, 2021 ~~period.~~to $302,273 for the three months ended September 30, 2022, an increase of 170%. The increased software development costs were primarily the result of increased personnel costs including external contractors and were incurred for improvements to our platform and new product development. Advertising and marketing costs increased from $286,057 for the three months ended September 30, 2021 to $417,433 for the three months ended September 30, 2022, an increase of 46%. Selling, general and administrative expenses increased from ~~$466,225 for the three months ended September 30, 2020 compared to~~ $1,098,427 for the three months ended September 30, 2021 to $1,199,233 for the three months ended September 30, 2022, an increase of ~~136%~~9%. ~~The increase in selling, general and administrative expenses of $632,202 was the largest dollar value component of the operating expense increase.~~ The primary components of the increase were increases in ~~referral expenses, professional and outside consulting services, and~~ salary and ~~stock based compensation. Stock based~~public investor relations which were partially offset by higher stock-based compensation ~~expense was $433,544 for the three months ended Spetember 30, 2021. Advertising and marketing expenses increased by $112,498 or 65% from $173,559~~ in the three months ended September 30, 2020 to $286,057 in the three months ended September 30, 2021. Software development costs also increased by $28,193 or 34% from $83,705 in the three months ended September 30, 2020 as compared to $111,898 in same period in 2021. The increased software development costs were incurred for improvements to our platform including our online social media component, development of a native application and new product development.prior year period.

We expect to continue to incur increases in our operating costs for the foreseeable future. Expense increases for digital advertising and marketing activities, our primary advertising mechanism, should ~~correlate most closely~~continue to increase with sales ~~growth,~~ but may also increase as ~~seen in the 2021 quarter, will~~a result of additional strategies including but not ~~necessarily be directly correlated.~~limited to television advertising. Software development costs ~~were relatively low~~are also expected to increase as we expand our development team and invest in the quarter ended September 30, 2020 due to limited capital resources of the Company at that time. We anticipate that software development costs will remain relatively consistent with their current level through the balance of calendar 2021new products and ~~that any significant increases will be attributable to new product development.~~features.

Our loss from operations for the three months ended September 30, ~~2021~~2022 was ~~$498,929~~$1,198,301 as compared to ~~income~~a loss from operations of ~~$85,483~~$498,929 for the prior year ~~period due to higher~~period. Lower sales and gross ~~margins being offset by increased~~margin resulting from promotions combined with higher operating expenses ~~as delineated above with stock based compensation of $433,544 accounting for approximately 74% of~~resulted in the ~~change.~~loss from operations. Non-operating expenses for the three months ended September 30, ~~2021 consisted of interest expense of $30,281 and amortization of debt discount of $10,171,~~2022 were $110,141 as ~~well as non-operating income of $33,405 from the gain on forgiveness of notes payable, resulting in a net loss~~compared to $7,047 for the period of $505,976. Non-operating expenses for the three months ended September 30, 2020 included interest expense of 33,469 and amortization of debt discount of $135,482. In addition, during the 2020 period we also had a gain on derivative liabilities of 10,757. These non-recurring losses offset the gain from operations and result in net loss for the period of $72,711. The amortization of debt discount has declined in the third quarter of 2021 and will be eliminated with the retirement of the related debt resulting in net interest expense that should remain consistent at its current levels for the next year.prior year period.

Comparison of Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

For the nine months ended September 30, ~~2021 and 2020,~~2022, we generated sales of $3,890,951 as compared to sales of $4,425,088 for the ~~our revenue was $4,425,088 and $2,324,428, respectively, an increase of 90%. The $2,100,660 increase~~same period in ~~revenue resulted from growth in our subscriber base which~~2021. As noted above, we believe ~~resulted from additional marketing and advertising expenditures and continued~~that the macro-economic environment in 2022 has been detrimental to our sales. Our average subscriber ~~acceptance and use of our platform throughout the year. Relative growth was stronger in~~count for the first ~~quarter~~nine months of 2021 than the second quarter as the first quarter of 2020 was when the Company’s aggressive growth began, as well as significant gains in the first quarter of 2021 which we believe may have been attributable to unusual market activity in stocks such as Gamestop and AMC which we believe could have drove short term subscriptions. Cost of revenues2022 increased from 5,503 for the nine months ended September 30, 2021 to 5,695, an increase of 3.5%. Although the subscriber count was higher for the 2022 period, revenues declined due to lower average revenues per subscriber, primarily resulting from the promotions described above. Cost of sales for the nine months ended September 30, 2022 were $1,572,380 as compared to $1,274,953 for the nine months ended September 30, 2021. The increase of $297,427 was primarily due to an increase in the cost of our program moderators and ~~2020 were $1,274,953 and $700,723 resulting in gross margins of 71% and 70%, respectively.~~higher costs associated with our new broadcast enabled social media feature. As noted above, ~~we do not expect~~ our promotional event resulted in increased user counts but limited revenue that offset the costs which resulted in a lower gross ~~margins~~margin percentage of 60% as compared to ~~change significantly from their current level unless we add additional products with different margins or incur unexpected cost increases.~~71% for the 2021 period.

For the nine months ended September 30, ~~2021, we incurred~~2022, our operating expenses ~~totaling $3,621,454~~were $5,706,792 as compared to ~~$1,722,218~~$3,621,454 for the same period in ~~2020, an increase of $1,899,236 or 110%. We experienced significantly higher expenditures in most of our expense categories for the 2021 period.~~2021. Selling general and administrative expenses increased ~~from $1,722,218~~to $3,615,430 for the nine months ended September 30, ~~2020~~2022 as compared to ~~$3,621,454~~$2,320,841 for the same period in 2021, an increase of $1,294,589. The 2022 increase was driven primarily by higher personnel costs. In addition, investor relations expense and stock compensation were higher for the nine months ended September 30, 2022. Advertising and marketing expense increased to $1,242,573 for the nine months ended September 30, 2022 as compared to $840,557 for the prior year period reflecting a higher cost of acquiring new subscribers. The increase was partially attributable to approximately $153,000 of television advertising done in the second quarter. Software development costs increased from $445,591 for the nine months ended September 30, 2021 an increase of 105%. The primary components of the $1,189,180 increase were increases in referral expenses, professional and outside consulting services, and salary and stock based compensation. Advertising and marketing expenses increased by $435,922 or 108% from $404,635 into $832,143 for the nine months ended September 30, 2020 to $840,557 in the nine months ended September 30, 2021. Software development costs also significantly increased by $269,641 or 153% from $175,950 in the nine months ended September 30, 2020 as compared to $445,591 in same period in 2021. As noted above, the2022. The increased software development costs were primarily the result of increased personnel costs including outside contractors and were incurred for improvements to our platform including our online social media component, development of a native application which was released at the end of April and new product development.

We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes the presentation of certain non-GAAP financial measures provides useful information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with the non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among the primary indicators management uses (i) to compare operating performance on a consistent basis, (ii) for planning purposes including the preparation of its internal annual operating budget and (iii) as a basis for evaluating performance. For all non-GAAP financial measures in this release, we have provided corresponding GAAP financial measures for comparative purposes in the ~~nine months ended September 30, 2021 we recorded a loss from operations of $471,319~~report.

EBITDA is defined by us as compared to a loss from operations of $98,513 for the nine months ended September 30, 2020, an increase of $372,806 due to increased operating expenses. Non-operating expenses for the nine months ended September 30, 2021 consisted ofnet income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash. EBITDA is not a measure of ~~$104,576, amortization~~operating performance under GAAP and therefore should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Also, EBITDA should not be considered as a measure of ~~debt discount~~liquidity. Moreover, since EBITDA is not a measurement determined in accordance with GAAP, and thus is susceptible to varying interpretations and calculations, EBITDA, as presented, may not be comparable to similarly titled measures presented by other companies.

Reconciliation of ~~a note payable of $33,405 resulting in a~~ net loss for the period of $736,757. Non-operating expenses for the nine months ended September 30, 2020 included interest expense of $128,229, amortization of debt discount of $250,335, and default expense of $24,750. In addition, during 2020, we incurred $500,469 of convertible debt expense and a gain on derivative liabilities of $1,166,242. These non-recurring items more than offset the loss from operations as well as interest expense and amortization of debt discount to ~~result in net income for the period of $163,946.~~EBITDA

As of September 30, ~~2021,~~2022, we did not have any material off-balance sheet arrangements.

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.

Gust Kepler, our principal executive officer and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, ~~2021,~~2022, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, ~~2021,~~2022, were ~~not~~ effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

~~On September 11, 2021 the Company appointed Robert Winspear as its Chief Financial Officer and Secretary. This appointment provides for additional segregation of duties as both of these offices~~There were previously held by our Chief Executive Officer. In addition, the Company also appointed three new independent directors and created an audit committee, compensation committee and a nominating and governance committee. Part of Mr. Winspear’s responsibilities will be to design and implement improved internal controls. Except as provided above, there were no ~~other~~ changes in our internal controls over financial reporting during the quarter ended September 30, ~~2021~~2022 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

WeImportant risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are ~~a “smaller reporting company”~~described in Part I, Item 1A, "Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 31, 2022 for the year ended December 31, 2021, as ~~defined~~supplemented by ~~Rule 12b-2 of~~ the ~~Exchange Act,~~"Risk Factors" sections in our registration statement on Form S-1 filed with the SEC on October 5, 2021, as amended on November 5, 2021 and the information contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, 2021 and the registration statement, as ~~such,~~amended, are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not ~~required to provide the information required under this Item.~~material, may also become important factors that adversely affect our business or results of operations.

~~On August 31, 2021, our Board~~Unregistered Sales of Directors granted stock options for the purchase of an aggregate of 597,500 shares of common stock to certain employees and consultants and on September 11, 2021 granted options on an additional 15,000 shares to our independent directors under the terms of our 2021 Stock Incentive Plan.Securities

On September 11, 2021, we issued a warrant to Robert Winspear for the purchase of 100,000 shares of our Common Stock at an exercise price of $1.95 per share. The warrant vests ratably over 36 months and has a term of ten years.

The securities described above were privately offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act. We reasonably believed that each of the purchasers of such securities had access to information concerning its operations and financial condition, were acquiring the securities for their own account and not with a view to the distribution thereof, and each investor qualified as an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Furthermore,There have been no "general solicitation" was made by the Company with respect to sale of any of the securities. At the time of their issuance, the securities described above were deemed to be restricted securities for purposes of the Securities Act and the documentation representing the securities bear legends and/or non-transfer provisions to that effect.

~~All of the our other~~ sales of unregistered securities during the period covered by the Report that have not been previously reported as required in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and/or current reports on Form 8-K.

On January 7, 2022 the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the Company’s Common Stock. The program will terminate on December 31, 2022 or when the $2,500,000 authorized has been fully utilized. As of September 30, 2022, the Company has repurchased 615,748 shares of common stock for an aggregate purchase price of $1,065,216. This use of proceeds was not anticipated or disclosed in the Company’s prospectus.

Other than as described above, the proceeds of the public offering have been used as described in the prospectus to promote and market our Blackbox System platform and increase our subscriber base, and for general and administration expenses.

The following table sets forth information regarding purchases made under the Company’s stock repurchase plan for up to $2,500,000 of the Company’s Common Stock. The program was authorized and publicly announced on January 7, 2022 and will terminate on December 31, 2022 or when the $2,500,000 authorized has been fully utilized.

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

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


		Page
INTRODUCTORY COMMENT		1
CAUTION REGARDING FORWARD LOOKING STATEMENTS		1

PART I –FINANCIAL INFORMATION		2
Item 1.	Financial Statements	2
	Balance Sheets as of September 30, ~~2021 (Unaudited)~~2022 and December 31, ~~2020~~2021 (Unaudited)	2
	Statements of Operations for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	3
	Statement of Stockholders’ ~~Deficit~~Equity (Deficit) for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	4
	Statements of Cash Flows for the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	5
	Notes to Financial Statements for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1315
Item 4.	Controls and Procedures	1315

PART II – OTHER INFORMATION		1416
Item 1.	Legal Proceedings	1416
Item 1A.	Risk Factors	1416
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1416
Item 3.	Defaults Upon Senior Securities	1417
Item 4.	Mine Safety Disclosures	1417
Item 5.	Other Information	1417
Item 6.	Exhibits	1517

SIGNATURES		1517

	September 30,
	2022
Series A Convertible Preferred Shares		3,269,998
Conversion rate		0.2
Common shares after conversion		654,000
Option shares		670,242
Warrant shares		438,336

	Level 1			Level 2		Level 3		Total
Balance at December 31, 2021	$	8,015,882		$	-	$	-	$	8,015,882
Purchases		22,573,384			-		-		22,573,384
Sales		(25,523,637	)		-		-		(25,523,637	)
Change in fair value		(352,601	)		-		-		(352,601	)
Balance at September 30, 2022	$	4,713,028		$	-	$	-	$	4,713,028

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)		Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2019		84,295		$	1.95		4.45
Warrants as of December 31, 2021									558,336		$	3.28		5.09
Issued		510,644		$	0.84		5.00		-		$	-		-
Exercised		(115,385	)	$	0.01		-		(120,000	)	$	1.00		3.28
Warrants as of December 31, 2020		479,554		$	1.24		4.34
Issued		152,602		$	1.80		10.00
Exercised		0		$	0		-
Warrants as of September 30, 2021		632,156		$	1.37		4.64
Warrants as of September 30, 2022									438,336		$	4.18		4.78

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)		Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Options as of December 31, 2020		0	$	0		-
Options as of December 31, 2021								675,833		$	3.07		9.69
Issued		612,500	$	3.04		10.00		82,000		$	1.77		10.00
Forfeited								(87,591	)	$	3.02		9.10
Exercised		0	$	0		-		-		$	-		-
Options as of September 30, 2021		612,500	$	3.04		9.92
Options as of September 30, 2022								670,242		$	2.92		9.03

	9/30/2021			12/31/2020
$1,000,000 12% Senior secured note due November 12 2022	$	1,000,000		$	1,000,000
$130,200 loan bearing interest at 1% per annum maturing May 1, 2022 issued under the Payroll Protection Program		96,795			130,200
$108,000 related party note payable due November 30, 2020		-			859
$385,000 8% convertible note payable due July 2021		35,220			318,012
$165,000 8% convertible note payable due July 2021		0			133,405
Miscellaneous equipment loans		-			1,405
		1,132,015			1,583,881
Less unamortized discount and debt issuance costs		(59,911	)		(294,119	)
Total notes payable	$	1,072,104		$	1,289,762
Current portion of long-term debt		142,015			399,614
Long-term portion	$	930,089		$	890,148

Year Ending December 31,	Amount		Amount
2021	$	22,291
2022		88,792	$	21,648
2023		87,934		87,934
2024		89,948		89,948
2025		9,112		91,122
2026				93,136
Thereafter		260,781		167,645
Total remaining lease payments			$	551,433
Less: imputed interest				(197,454	)
Present Value of remaining lease payments			$	353,979
	$	558,858
Current			$	71,354
Noncurrent			$	282,625

Weighted-average remaining lease term (years)				4.55
Weighted-average discount rate				10.00	%

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value of Shares that May Yet Be Purchase under the Plans or Programs
July 1, 2022 through July 31, 2022		17,873		$1.32		516,901		$1,530,965
August 1, 2022 through August 31, 2022		17,392		$1.29		534,293		$1,508,564
September 1, 2022 through September 30, 2022		81,455		$0.91		615,748		$1,434,784
Total		615,748		$1.73		615,748		$1,434,784

Exhibit	Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350**
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**
101.1	Inline Interactive data files pursuant to Rule 405 of Regulation S-T*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

November ~~15, 2021~~14, 2022	BLACKBOXSTOCKS INC.

	By:	~~/s/~~/s/ Gust Kepler
		Gust Kepler
		President, Chief Executive Officer and Secretary
		(Principal Executive Officer)

	By:	~~/s/~~/s/ Robert Winspear
		Robert Winspear
		Chief Financial Officer and Secretary (Principal Financial
		and Accounting Officer)