Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Black Bird Biotech, Inc. | |
Entity Central Index Key | 0001409999 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 304,530,828 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52828 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0521119 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 3505 Yucca Drive | |
Entity Address Address Line 2 | Suite 104 | |
Entity Address City Or Town | Flower Mound | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 75028 | |
City Area Code | 833 | |
Local Phone Number | 223-4204 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 105,560 | $ 499,766 |
Other current assets | ||
Inventory | 78,629 | 74,463 |
Prepaid expenses | 38,589 | 101,189 |
Accounts receivable | 3,449 | 2,741 |
Total current assets | 226,227 | 678,159 |
OTHER ASSETS | ||
Deposit - asset purchase | 0 | 0 |
Fixtures and equipment | 10,483 | 11,601 |
Intangible asset | 52,778 | 84,444 |
Total other assets | 63,261 | 96,045 |
TOTAL ASSETS | 289,488 | 774,204 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 50,526 | 35,973 |
Accrued interest payable | 5,118 | 4,446 |
Due to related party | 5,242 | 5,242 |
Third-party notes payable, net of debt discount of $24,450 at March 31, 2022, and $166,667 at December 31, 2021, respectively | 228,750 | 58,333 |
Total current liabilities | 289,636 | 103,994 |
TOTAL LIABILITIES | 289,636 | 103,994 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, -0- and -0- shares issued and outstanding at March 31, 2022, and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.001 par value, 750,000,000 shares authorized, 301,230,828 and 301,230,828 shares issued and outstanding at March 31, 2022, and December 31, 2021, respectively | 301,230 | 301,230 |
Stockholder receivable | (1,000) | (1,000) |
Additional paid-in capital | 2,991,163 | 2,991,163 |
Retained earnings (accumulated deficit) | (3,291,541) | (2,621,183) |
Total stockholders' equity | (148) | 670,210 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 289,488 | $ 774,204 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Third-party notes payable, net of debt discount of $24,450 at March 31, 2022, and $0 and $166,667 at December 31, 2021, respectively | $ 24,450 | $ 166,667 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Prefered Stock, share authorised | 50,000,000 | 5,000,000 |
Prefered stock, shares issued | 0 | 0 |
Prefered stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 301,230,828 | 301,230,828 |
Common Stock, shares outstanding | 301,230,828 | 301,230,828 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Consolidated Statements of Operations (unaudited) | ||
Sales | $ 13,802 | $ 2,207 |
Cost of goods sold | 7,970 | 1,521 |
Gross profit (loss) | 5,832 | 686 |
Expense | ||
Consulting services | 63,100 | 39,347 |
Website expense | 1,720 | 3,014 |
Depreciation expense | 1,118 | 746 |
Amortization expense | 31,667 | 15,973 |
Legal and professional services | 5,100 | 38,673 |
Advertising and marketing | 102,245 | 1,366 |
License fee | 16,998 | 1,334 |
Rent | 1,800 | 4,800 |
General and administrative | 285,104 | 94,902 |
Total expenses | 508,852 | 200,155 |
Net operating loss | (503,020) | (199,469) |
Other expense | ||
Interest expense | (167,338) | (8,764) |
Total other income (expense) | (167,338) | (8,764) |
Profit (loss) before taxes | (670,358) | (208,233) |
Income tax expense | 0 | 0 |
Net profit (loss) | $ (670,358) | $ (208,233) |
Net profit (loss) per common share | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding | ||
Basic | 301,230,828 | 168,305,277 |
Diluted | 346,355,206 | 184,632,802 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (unaudited) - USD ($) | Total | Common Stock [Member] | Stockholder Receivable [Member] | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 164,925,000 | ||||
Balance, amount at Dec. 31, 2020 | $ 27,609 | $ 164,925 | $ (1,000) | $ 703,353 | $ (839,669) |
Effect of adoption of ASU 2020-06 | (26,555) | $ 0 | 0 | (56,343) | 29,788 |
Stock issued for cash, shares | 4,875,000 | ||||
Stock issued for cash, amount | 195,000 | $ 4,875 | 0 | 190,125 | 0 |
Stock issued for services, shares | 150,000 | ||||
Stock issued for services, amount | 6,880 | $ 1,500 | 0 | 5,380 | 0 |
Stock issued for commitment fee, shares | 2,000,000 | ||||
Stock issued for commitment fee, amount | 65,000 | $ 2,000 | 0 | 63,000 | 0 |
Net loss | (208,233) | $ 0 | 0 | 0 | (208,233) |
Balance, shares at Mar. 31, 2021 | 171,950,000 | ||||
Balance, amount at Mar. 31, 2021 | 59,701 | $ 171,950 | (1,000) | 906,865 | (1,018,114) |
Balance, shares at Dec. 31, 2021 | 301,230,828 | ||||
Balance, amount at Dec. 31, 2021 | 670,210 | $ 301,230 | (1,000) | 2,991,163 | (2,621,183) |
Net loss | (670,358) | $ 0 | 0 | 0 | (670,358) |
Balance, shares at Mar. 31, 2022 | 301,230,828 | ||||
Balance, amount at Mar. 31, 2022 | $ (148) | $ 301,230 | $ (1,000) | $ 2,991,163 | $ (3,291,541) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (670,358) | $ (208,233) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services' | 0 | 6,880 |
Depreciation and amortization | 32,784 | 16,719 |
Account receivable | (708) | 0 |
Debt amortization | 166,667 | 8,700 |
Prepaid consulting fees | 62,600 | 4,500 |
Accrued interest | 672 | 64 |
Inventory | (4,166) | (9,987) |
Accrued expenses | 14,553 | 2,101 |
Net cash used for operating activities | (397,956) | (179,256) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Asset purchase | 0 | 180,000 |
Purchase of furniture and equipment | 0 | (5,703) |
Net cash used for investing activities | 0 | (185,703) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Financing fees paid | 0 | (13,000) |
Repayment of loans payable - third party | (200,000) | 0 |
Proceeds loans payable - third parties | 0 | 205,000 |
Proceeds from issuance of common stock | 203,750 | 195,000 |
Net advances from related party | 0 | 773 |
Net cash provided by financing | 3,750 | 387,773 |
Net increase (decrease) in cash and cash equivalents | (394,206) | 22,814 |
Cash and cash equivalents at beginning of period | 499,766 | 52,974 |
Cash and cash equivalents at end of period | 105,560 | 75,788 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to repay third-party debt | 0 | 0 |
Common stock issued to repay related party debt | 0 | 0 |
Common stock issued for commitment fee | 0 | 65,000 |
Inventory contributed for capital | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation. These unaudited interim consolidated financial statements, as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2022. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities Exchange Commission. Nature of Operations The Company is the exclusive worldwide manufacturer and distributor for MiteXstream TM The Company also manufactures and sells, under its Grizzly Creek Naturals TM |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $63,409 March 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s activities will necessitate significant uses of working capital beyond 2022. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans. While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents and Restricted Cash Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2022, and December 31, 2021. Income Taxes The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Basic and Diluted Net Loss Per Share Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2022 and 2021. Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. Change in Accounting Principle In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company will adopt the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS. During the quarter ended March 31, 2021 the cumulative effect of the change on retained earnings was $29,788, additional paid-in-capital of $56,343 and notes payable of $26,555, as reflected in the accompanying financial statements. During the quarter ended March 31, 2021 the effect on EPS was unchanged after the adoption of ASU 2020-06. |
CORONAVIRUS PANDEMIC
CORONAVIRUS PANDEMIC | 3 Months Ended |
Mar. 31, 2022 | |
CORONAVIRUS PANDEMIC | |
CORONAVIRUS PANDEMIC | 3. CORONAVIRUS PANDEMIC During 2020 a strain of coronavirus (COVID-19) was reported worldwide resulting in decreased economic activity and closures of businesses which has adversely affected the broader global economy. The virus has continued to affect the economy through 2021. The Company is taking all necessary steps to keep its business premises in a safe environment and is constantly monitoring the impact of COVID-19. At this time, the extent to which COVID-19 will impact the economy and the Company is uncertain. Pandemics or other significant public heath events could have a material adverse effect on the Company and the results of its operations in the future. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATION OF CREDIT RISK | |
CONCENTRATION OF CREDIT RISK | 4. CONCENTRATION OF CREDIT RISK In the normal course of business the Company maintains cash with a Federally-insured financial institution. Individual account balance may occasionally exceed the Federally-insured limit of $250,000. The Company has not experienced and does not anticipate any losses as a result of any account balances exceeding the Federally-insured limits. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | 5. COMMON STOCK Common Stock Issued for Cash Three Months Ended March 31, 2022 During the three months ended March 31, 2022, the Company did not issued shares of common stock for cash. Three Months Ended March 31, 2022 During the three months ended March 31, 2021, the Company sold a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, under its ongoing Regulation A Offering. Common Stock Issued for Services Three Months Ended March 31, 2022 In January 2022, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $7,500 of its common stock for each month of the six-month term of such agreement. Subsequent to March 31, 2022, the Company issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $22,500, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022. Three Months Ended March 31, 2021 In February 2021, the Company issued 2,000,000 shares of its common stock to a third party as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate. Pursuant to a consulting agreement, in January, February and March 2021, the Company issued a total of 150,000 shares (50,000 shares each month) of its common stock to a third-party consultant, which shares were valued at $0.0406 per share ($2,030, in the aggregate), $0.0534 per share ($2,670, in the aggregate) and $0.0436 per share ($2,180), respectively. |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 3 Months Ended |
Mar. 31, 2022 | |
NEW MITEXSTREAM AGREEMENT | |
NEW MITEXSTREAM AGREEMENT | NOTE 6. NEW MITEXSTREAM AGREEMENT In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) (2) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement. |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 3 Months Ended |
Mar. 31, 2022 | |
ASSET PURCHASE AGREEMENT | |
ASSET PURCHASE AGREEMENT | 7. ASSET PURCHASE AGREEMENT In December 2020, a newly-formed subsidiary of the Company, Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), which distributes the Company’s Grizzly Creek Naturals CBD and other products, entered into an asset purchase agreement (the “Big Sky APA”), whereby it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash, in February 2021. The purchased assets consisted of $10,000 of furniture and equipment and $190,000 of an intangible asset, a customer list, which is being amortized over 18 months. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | 8. INTANGIBLE ASSET The Company has an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and is being amortized over 18 months. The Company recorded amortization expense in the amount of $31,667 and $15,973 for the periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the intangible asset net of accumulated amortization is $52,778. Amortization expense for 2022 is estimated to be $52,778. |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
CORONAVIRUS PANDEMIC | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 9. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES Tri-Bridge Ventures LLC. At March 31, 2022, and December 31, 2021, accrued interest on the Tri-Bridge Note was $4,370 and $4,178, respectively. At March 31, 2022, the Tri-Bridge Note was past due. EMA Financial, LLC. In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium. Power Up Lending Group Ltd. During July 2021, the Power Up Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 SE Holdings, LLC. Through September 2021, the Company had repaid $45,375 of the SE Holdings Note, in accordance with the terms of the SE Holdings Note. In October 2021, the remaining balance of the SE Holdings Note, $75,625, was repaid by the Company. Power Up Lending Group Ltd. During August and September 2021, the Power Up Note #2 was repaid in full through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0137 1,094,891 $ 20,000 $ 0.0093 2,150,538 $ 11,110* $ 0.0081 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 * This amount includes $2,610 of interest. Power Up Lending Group Ltd. In September 2021, the Power Up Note #3 was repaid in full by the Company, as follows: $68,750.00 in principal, $27,500.00 in additional principal as a prepayment premium and $5,063.01 in interest, a total repayment amount of $101,313.01. Power Up Lending Group Ltd. In September 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of $99,893.84. FirstFire Global Opportunities Fund LLC. Prior to November 30, 2021, the FirstFire Note was repaid in full by the Company, in the amount of $200,000 (which included a $50,000 reduction in principal owed, due to the FirstFire Note’s being repaid in full on or before November 30, 2021). Tiger Trout Capital Puerto Rico, LLC. Sixth Street Lending LLC. |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDER RECEIVABLE | |
STOCKHOLDER RECEIVABLE | 10. STOCKHOLDER RECEIVABLE At March 31, 2021 and 2020, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENTS OF ARTICLES OF INCOR
AMENDMENTS OF ARTICLES OF INCORPORATION | 3 Months Ended |
Mar. 31, 2022 | |
AMENDMENTS OF ARTICLES OF INCORPORATION | |
AMENDMENT OF ARTICLES OF INCORPORATION | 11. AMENDMENTS OF ARTICLES OF INCORPORATION In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports. In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021. In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock. See Note 14. Subsequent Events—Amendment of Articles of Incorporation. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS Advances from Related Parties Three Months Ended March 31, 2022 During the three months ended March 31, 2022, the Company obtained no advances from related parties. Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company obtained no advances from related parties. New Mitexstream Agreement In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement. Facility Lease In May 2020, a Company subsidiary, Black Bird Potentials, Inc. (“BBPotentials”), entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one of the Company’s directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the leased facility for storage, at no charge. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
LOANS PAYABLE - RELATED PARTIES | |
LOANS PAYABLE - RELATED PARTIES | 13. LOANS PAYABLE – RELATED PARTIES Three Months Ended March 31, 2022 During the three months ended March 31, 2022, the Company did not obtain any loans from related parties. As of March 31, 2022, the Company owed Astonia LLC $5,242 in principal and $268 in accrued and unpaid interest. Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company did not obtain any loans from related parties. As of March 31, 2021, the Company owed Astonia LLC $4,470 in principal and $226 in accrued and unpaid interest. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Common Stock Issued for Services Subsequent to March 31, 2022, the Company issued a total of 600,000 shares of common stock it had become obligated to issue during the year ended December 31, 2021. These shares were valued at $9,000, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022, and December 31, 2021. Subsequent to March 31, 2022, the Company issued 200,000 shares of its common stock it had become obligated to issue during the three months ended March 31, 2022, pursuant to a consulting agreement with a third party, which shares were valued at $3,000, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022. In January 2022, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $7,500 of its common stock for each month of the six-month term of such agreement. Subsequent to March 31, 2022, the Company issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $22,500, in the aggregate, and are included in the Company’s accounts payable at March 31, 2022. In April 2022, the Company issued 1,000,000 shares of common stock, pursuant to an Executive Engagement Agreement, which shares were value at $10,000, in the aggregate. Loans From Third Parties Talos Victory Fund, LLC. Mast Hill Fund, L.P. Amendment of Articles of Incorporation In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock. Other Management has evaluated subsequent events through May 23, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
Going Concern | The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $63,409 March 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s activities will necessitate significant uses of working capital beyond 2022. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans. While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2022, and December 31, 2021. |
Income Taxes | The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Basic and Diluted Net Loss Per Share | Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2022 and 2021. |
Related Parties | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Recent Accounting Pronouncements | In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. |
Change in Accounting Principle | In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company will adopt the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS. During the quarter ended March 31, 2021 the cumulative effect of the change on retained earnings was $29,788, additional paid-in-capital of $56,343 and notes payable of $26,555, as reflected in the accompanying financial statements. During the quarter ended March 31, 2021 the effect on EPS was unchanged after the adoption of ASU 2020-06. |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NEW MITEXSTREAM AGREEMENT | |
Schedule of new MiteXstream agreement | New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Tables) | |
Schedule of Convertible notes payables | Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0137 1,094,891 $ 20,000 $ 0.0093 2,150,538 $ 11,110* $ 0.0081 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Schedule of new MiteXstream agreement | New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Valuation allowance against net deferred tax assets | 100.00% |
Working capital | $ 63,409 |
Notes Payable [Member] | |
Effect of changes on retained earnings | (26,555) |
Retained Earnings [Member] | |
Effect of changes on retained earnings | 29,788 |
Additional Paid-in Capital [Member] | |
Effect of changes on retained earnings | $ (56,343) |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) | Mar. 31, 2022USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
Federally-insured limit | $ 250,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2022 | Sep. 09, 2021 | |
Price per share | $ 0.015 | |||
Consulting Agreements [Member] | ||||
Common stock, shares | 150,000 | |||
SEC File No. 024-11621 [Member] | ||||
Common stock, shares | 4,875,000 | |||
Aggregate value | $ 195,000 | |||
Price per share | $ 0.04 | |||
March 2021 [Member] | ||||
Common stock, shares | 50,000 | |||
Aggregate value | $ 2,180 | |||
Price per share | $ 0.0436 | |||
January 2021 [Member] | ||||
Common stock, shares | 50,000 | |||
Aggregate value | $ 2,030 | |||
Price per share | $ 0.0406 | |||
February 2021 [Member] | ||||
Common stock, shares | 50,000 | |||
Price per share | $ 0.0534 | $ 0.065 | ||
Common stock shares issued during period | 2,000,000 | |||
Aggregate value | $ 65,000 | $ 2,670 | ||
Discount rate | 50.00% | |||
January 2022 [Member] | ||||
Aggregate value | $ 22,500 | |||
January 2022 [Member] | Consulting Agreements [Member] | ||||
Common stock shares issued during period | 1,500,000 | |||
Aggregate value | $ 7,500 |
NEW MITEXSTREAM AGREEMENT (Deta
NEW MITEXSTREAM AGREEMENT (Details) | 1 Months Ended |
Feb. 28, 2021 | |
New MiteXstream Agreement [Member] | |
Term | December 31, 2080 |
Territory | Worldwide Exclusive |
Royalty | $10.00 per gallon manufactured |
Minimums | 2,500 gallons of concentrate manufactured per year |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Amortized period | 18 years | |
Intangible asset | $ 190,000 | |
February 2021 [Member] | ||
Assets distributed in cash | $ 200,000 | |
Asset purchase agreement description | it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana | |
December 2020 [Member] | ||
Furniture and equipment | $ 10,000 | |
Intangible asset | $ 190,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 3 Months Ended | 15 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
INTANGIBLE ASSET | ||||
Intangible asset | $ 190,000 | |||
Intangible asset | $ 52,778 | |||
Amortization expense net | $ 52,778 | |||
Amortized period | 18 years | |||
Amortization expense | $ 31,667 | $ 15,973 | $ 15,973 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details) - Power Up Note #1 - USD ($) | Sep. 30, 2021 | Jul. 31, 2021 |
Promissory Note [Member] | ||
Amount Converted | $ 15,000 | $ 15,000 |
Number Shares | 1,094,891 | 925,926 |
Conversion Price Per Share | $ 0.0137 | $ 0.0162 |
Amount Converted | $ 46,110 | $ 55,500 |
Number Shares | 4,617,034 | 3,990,961 |
Promissory Note One [Member] | ||
Amount Converted | $ 20,000 | $ 20,000 |
Number Shares | 2,150,538 | 1,398,601 |
Conversion Price Per Share | $ 0.0093 | $ 0.0143 |
Promissory Note Two [Member] | ||
Amount Converted | $ 11,110 | $ 20,500 |
Number Shares | 1,371,605 | 1,666,434 |
Conversion Price Per Share | $ 0.0081 | $ 0.0143 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||
Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 09, 2021 | |
Price per share | $ 0.015 | ||||||||||||||
Accrued interest | $ 672 | $ 64 | |||||||||||||
Debt instrument, unamortized discount | 24,450 | $ 166,667 | |||||||||||||
Power Up Note #4 [Member] | |||||||||||||||
Repayment of convertible notes payable | 78,750 | ||||||||||||||
Additional prepayment of convertible notes payable | 15,750 | ||||||||||||||
Prepayment interest | 5,393 | ||||||||||||||
Total repayment | 99,893 | ||||||||||||||
Convertible notes payable | $ 78,750 | ||||||||||||||
Loans payable - related party | $ 78,750 | ||||||||||||||
Interest rate | 12.00% | ||||||||||||||
Power Up Note #4 [Member] | Minimum [Member] | |||||||||||||||
Convertible promissory note premium | 125.00% | ||||||||||||||
Power Up Note #4 [Member] | Maximum [Member] | |||||||||||||||
Convertible promissory note premium | 145.00% | ||||||||||||||
Power Up Note #3 | |||||||||||||||
Repayment of convertible notes payable | 68,750 | ||||||||||||||
Additional prepayment of convertible notes payable | 27,500 | ||||||||||||||
Prepayment interest | 5,063 | ||||||||||||||
Total repayment | 101,313 | ||||||||||||||
Convertible notes payable | $ 68,750 | ||||||||||||||
Loans payable - related party | $ 68,750 | ||||||||||||||
Interest rate | 12.00% | ||||||||||||||
Tri-Bridge Note | |||||||||||||||
Price per share | $ 0.001 | ||||||||||||||
Total repayment | $ 28,000 | ||||||||||||||
Convertible notes payable | $ 25,000 | ||||||||||||||
Loans payable - related party | $ 25,000 | ||||||||||||||
Interest rate | 10.00% | ||||||||||||||
Repayment of principal amount | 250,000 | ||||||||||||||
Interest due date | January 2021 | ||||||||||||||
Maturity date | Aug. 30, 2020 | ||||||||||||||
Repayment for interest | $ 3,000 | ||||||||||||||
Accrued interest | $ 1,870 | 4,370 | $ 4,178 | ||||||||||||
EMA Note | |||||||||||||||
Accrued interest | $ 3,499 | ||||||||||||||
Total repayment | 93,697 | ||||||||||||||
Loans payable - related party | $ 50,000 | ||||||||||||||
Interest rate | 10.00% | ||||||||||||||
Repayment of principal amount | 58,600 | ||||||||||||||
Interest due date | September 2021 | ||||||||||||||
Maturity date | Jun. 15, 2021 | ||||||||||||||
Prepayment of premium amount | $ 31,598 | ||||||||||||||
Promissory note with OID | $ 4,100 | ||||||||||||||
Principal amount | $ 58,600 | ||||||||||||||
Third Party [Member] | |||||||||||||||
Price per share | $ 0.065 | ||||||||||||||
Convertible notes payable | $ 121,000 | $ 55,500 | |||||||||||||
Loans payable - related party | $ 106,000 | $ 52,000 | |||||||||||||
Interest rate | 9.00% | 12.00% | |||||||||||||
Interest due date | January 2022 | ||||||||||||||
Debt instrument, unamortized discount | $ 15,000 | ||||||||||||||
Convertible notes payable, current | $ 15,125 | ||||||||||||||
Discount rate | 50.00% | ||||||||||||||
Common stock, shares issued for cash, shares | 2,000,000 | ||||||||||||||
Aggregate value | $ 65,000 | ||||||||||||||
Third Party [Member] | Minimum [Member] | |||||||||||||||
Convertible promissory note premium | 125.00% | 125.00% | |||||||||||||
Third Party [Member] | Maximum [Member] | |||||||||||||||
Convertible promissory note premium | 145.00% | 145.00% | |||||||||||||
Third Party 1 [Member] | |||||||||||||||
Convertible notes payable | $ 43,500 | ||||||||||||||
Loans payable - related party | $ 43,500 | ||||||||||||||
Interest rate | 12.00% | ||||||||||||||
Interest due date | January 2022 | ||||||||||||||
First Fire Note [Member] | |||||||||||||||
Convertible promissory note | $ 250,000 | ||||||||||||||
Proceeds from loan originations | 125,000 | ||||||||||||||
Proceeds from loan issued | 125,000 | ||||||||||||||
Repayment of convertible promissory note | $ 125,000 | ||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||
Repayment of convertible notes | $ 2,000,000 | ||||||||||||||
Tiger Trout Note [Member] | |||||||||||||||
Convertible promissory note | $ 500,000 | ||||||||||||||
Proceeds from loan originations | 250,000 | ||||||||||||||
Proceeds from loan issued | 250,000 | ||||||||||||||
Repayment of convertible promissory note | $ 50,000 | ||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||
Repayment of convertible notes | 200,000 | ||||||||||||||
Tiger Trout Note [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Repayment of convertible notes | 300,000 | ||||||||||||||
Sixth Street Lending LLC [Member] | |||||||||||||||
Convertible promissory note | 228,200 | ||||||||||||||
Proceeds from loan originations | 200,000 | ||||||||||||||
Proceeds from loan issued | 200,000 | ||||||||||||||
Repayment of convertible promissory note | 25,102 | ||||||||||||||
Interest | 24,450 | ||||||||||||||
Monthly payment | $ 25,330 | ||||||||||||||
Conversion price, percentage | 75.00% | ||||||||||||||
SE Holdings Note [Member] | |||||||||||||||
Repayment of convertible notes | $ 75,625 | $ 45,375 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholder receivable, shares | 42,885 | 42,885 |
Stockholder receivable, value | $ 1,000 | $ 1,000 |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 |
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 325,000,000 |
Increased authorized shares of common stock | 750,000,000 | ||
Increased authorized shares of preferred stock | 50,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended |
Feb. 28, 2021 | |
New MiteXstream Agreement [Member] | |
Term | December 31, 2080 |
Territory | Worldwide Exclusive |
Royalty | $10.00 per gallon manufactured |
Minimums | 2,500 gallons of concentrate manufactured per year |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended |
May 31, 2020USD ($)integer | |
RELATED PARTY TRANSACTIONS | |
Operating leases rent expense | $ | $ 1,500 |
Lease area | integer | 2,000 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) - Astonia LLC [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related party Owned | $ 5,242 | $ 268 |
Accrued and unpaid interest | $ 4,470 | $ 226 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Apr. 30, 2022 | Mar. 31, 2022 | |
Common stock issued | 200,000 | |
Common stock issued, value | $ 3,000 | |
Talos Victory Fund LLC [Member] | ||
Loan proceeds | 107,780 | |
face amount promissory note | 135,000 | |
Commissions | 9,720 | |
Legal Fee | $ 4,000 | |
Conversion price | $ 0.005 | |
Equity Blocker | $ 4.99 | |
OID amount | $ 13,500 | |
Amendment of Articles of Incorporation [Member] | ||
Amendments of articles of incorporation description | the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock. | |
Subsequent Event | ||
Common stock issued | 1,000,000 | |
Common stock issued, value | $ 10,000 | |
Consulting Agreements [Member] | ||
Common stock issued | 600,000 | |
Common stock issued, value | $ 9,000 | |
Aggregate value | 22,500 | |
Consulting Agreements [Member] | Subsequent Event | ||
Common stock issued | 7,500 | |
Common stock issued, value | $ 1,500,000 | |
Aggregate value | $ 22,500 | |
Mast Hill Fund LP [Member] | ||
face amount promissory note | 250,000 | |
Commissions | 18,000 | |
Legal Fee | $ 7,000 | |
Conversion price | $ 0.005 | |
Equity Blocker | $ 4.99 | |
OID amount | $ 25,000 | |
Cash proceeds | $ 200,000 |