Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Black Bird Biotech, Inc. |
Entity Central Index Key | 0001409999 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 98-0521119 |
Entity Address Address Line 1 | 11961 Hilltop Road |
Entity Address Address Line 2 | Suite 22 |
Entity Address City Or Town | Argyle |
Entity Address State Or Province | TX |
Entity Address Postal Zip Code | 76226 |
City Area Code | 833 |
Local Phone Number | 223-4204 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 66,176 | $ 499,766 | $ 52,974 |
Other current assets | |||
Inventory | 90,180 | 74,463 | 39,676 |
Prepaid expenses | 0 | 101,189 | 13,500 |
Accounts receivable | 3,913 | 2,741 | 0 |
Total current assets | 160,269 | 678,159 | 106,150 |
OTHER ASSETS | |||
Deposit - asset purchase | 0 | 0 | 20,000 |
Fixtures and equipment | 8,245 | 11,601 | 0 |
Intangible asset | 0 | 84,444 | 0 |
Total other assets | 8,245 | 96,045 | 20,000 |
TOTAL ASSETS | 168,514 | 774,204 | 126,150 |
Other current liabilities | |||
Accounts payable and accrued liabilities | 63,677 | 35,973 | 46,253 |
Accrued interest payable | 21,671 | 4,446 | 2,201 |
Due to related party | 85,743 | 5,242 | 4,470 |
Third-party notes payable, net of loan fees of $0 and debt discount of $166,667 at December 31, 2021, and $26,556 and $7,556 at December 31, 2020 | 655,083 | 58,333 | 45,617 |
Total current liabilities | 826,174 | 103,994 | 98,541 |
TOTAL LIABILITIES | 826,174 | 103,994 | 98,541 |
STOCKHOLDERS' EQUITY | |||
Common stock, $0.001 par value, 325,000,000 shares authorized, 301,230,828 and 164,925,000 shares issued and outstanding at December 31, 2021, and December 31, 2020, respectively | 250,904 | 301,230 | 164,925 |
Stockholder receivable | (1,000) | (1,000) | (1,000) |
Additional paid-in capital | 3,131,336 | 2,991,163 | 703,353 |
Retained earnings (accumulated deficit) | 4,038,928 | 2,621,183 | 839,669 |
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 28,500 and -0- shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively | 28 | 0 | |
Total stockholders' equity | (657,660) | 670,210 | 27,609 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 168,514 | $ 774,204 | $ 126,150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | |||
Third-party notes payable, net of debt discount | $ 79,087 | $ 166,667 | $ 7,556 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Third-party notes payable, net of loan fees | $ 47,873 | $ 0 | $ 26,556 |
Prefered Stock, share authorized | 50,000,000 | 5,000,000 | |
Prefered stock, shares issued | 28,500 | 0 | |
Prefered stock, shares outstanding | 28,500 | 0 | |
Common Stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 325,000,000 | 325,000,000 |
Common Stock, shares issued | 250,904,667 | 301,230,828 | 164,925,000 |
Common Stock, shares outstanding | 250,904,667 | 301,230,828 | 164,925,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement Abstract | ||||||
Sales | $ 25,739 | $ 46,694 | $ 70,484 | $ 81,906 | $ 104,458 | $ 57,604 |
Cost of goods sold | 12,359 | 39,608 | 38,984 | 63,239 | 84,871 | 28,245 |
Gross profit (loss) | 13,380 | 7,086 | 31,500 | 18,667 | 19,587 | 29,359 |
Consulting services | 40,600 | 123,639 | 286,630 | 241,426 | 725,240 | 266,640 |
Website expense | 901 | 1,427 | 4,358 | 11,355 | 12,328 | 17,899 |
Expense | ||||||
Legal and professional services | 5,397 | 5,099 | 12,597 | 48,872 | 84,457 | 143,310 |
Advertising and marketing | 19,513 | 117 | 221,800 | 5,195 | 5,234 | 1,918 |
License fee | 0 | 22,339 | 16,998 | 24,008 | 23,280 | |
Rent | 600 | 1,860 | 3,600 | 8,520 | 10,320 | 17,200 |
Bad debt expense | 0 | 4,461 | ||||
General and administrative | 102,398 | 205,697 | 559,550 | 399,256 | 523,478 | 209,666 |
Beneficial conversion expense | 0 | 29,788 | ||||
Total expenses | 169,409 | 360,178 | 1,105,533 | 738,632 | 1,470,714 | 714,162 |
Net operating loss | (156,029) | (353,092) | (1,074,033) | (719,965) | (1,451,127) | (684,803) |
Other expense | ||||||
Amortization expense | 21,111 | 31,667 | 84,444 | 73,889 | 105,556 | |
Net other income (expense) | 0 | 518 | ||||
Depreciation expense | (1,118) | (1,217) | (3,355) | (3,080) | (4,101) | |
Prepayment penalty | 74,848 | 0 | ||||
Interest expense | (46,535) | (65,701) | (255,913) | (128,790) | (285,327) | (5,873) |
Total other income (expense) | (68,764) | (98,585) | (343,712) | (205,759) | (360,175) | (5,355) |
Profit (loss) before taxes | (224,793) | (451,677) | (1,417,745) | (925,724) | (1,811,302) | (690,158) |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 |
Net profit (loss) | $ (224,793) | $ (451,677) | $ (1,417,745) | $ (925,724) | $ (1,811,302) | $ (690,158) |
Net profit (loss) per common share | ||||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | ||||||
Basic | 292,999,382 | 196,004,788 | 301,232,745 | 172,040,746 | 194,420,001 | 120,358,931 |
Diluted | 335,129,995 | 214,223,263 | 372,484,608 | 194,444,103 | 225,537,811 | 132,545,440 |
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) | Preferred Stock |
Balance, shares at Dec. 31, 2019 | 85,970,665 | |||||
Balance, amount at Dec. 31, 2019 | $ (1,140,795) | $ 85,971 | $ 7,488,946 | $ (8,715,712) | ||
Cancellation of stock, shares | (79,265,000) | |||||
Cancellation of stock, amount | $ (79,265) | 79,265 | ||||
Stock issued for debt cancellation, shares | 23,294,335 | |||||
Stock issued for debt cancellation, amount | 1,133,097 | $ 23,294 | 1,109,803 | |||
Effect of issuance related to acquisition of Black Bird Potentials Inc., shares | 120,000,000 | |||||
Effect of issuance related to acquisition of Black Bird Potentials Inc., amount | 114,945 | $ 120,000 | $ (1,000) | (8,570,256) | 8,566,201 | |
Stock issued for services, shares | 100,000 | |||||
Stock issued for services, amount | 8,000 | $ 100 | 7,900 | |||
Stock issued for cash, shares | 125,000 | |||||
Stock issued for cash, amount | 2,500 | $ 125 | 2,375 | |||
Stock issued for cash one, shares | 5,000,000 | |||||
Stock issued for cash one, amount | $ 200,000 | $ 5,000 | $ 195,000 | |||
Stock issued for cash two, shares | 100,000 | 2,500,000 | 97,500 | |||
Stock issued for cash two, amount | $ 2,500 | |||||
Stock issued for cash three, shares | 1,250,000 | |||||
Stock issued for cash three, amount | $ 50,000 | $ 1,250 | $ 48,750 | |||
Stock issued for cash four, shares | 4,450,000 | |||||
Stock issued for cash four, amount | 178,000 | $ 4,450 | 173,550 | |||
Stock issued for services one, shares | 1,500,000 | |||||
Stock issued for services one, amount | 15,000 | $ 1,500 | 13,500 | |||
Beneficial conversion related to convertible debt | 56,343 | 56,343 | ||||
Inventory contributed to additional paid-in capital by related party | 677 | 677 | ||||
Net loss | (690,158) | (690,158) | ||||
Balance, shares at Dec. 31, 2020 | 164,925,000 | |||||
Balance, amount at Dec. 31, 2020 | 27,609 | $ 164,925 | (10,000) | 703,353 | (839,669) | $ 0 |
Stock issued for services, shares | 150,000 | |||||
Stock issued for cash, shares | 4,875,000 | |||||
Stock issued for cash, amount | 195,000 | $ 4,875 | 0 | 190,125 | 0 | 0 |
Net loss | (208,233) | 0 | 0 | 0 | (208,233) | 0 |
Effect of adoption of ASU 2020-06 | (26,555) | 0 | 0 | (56,343) | 29,788 | 0 |
Stock issued for services, amount | 6,880 | $ 1,500 | 0 | 5,380 | 0 | 0 |
Stock issued for commitment fee, shares | 2,000,000 | |||||
Stock issued for commitment fee, amount | 65,000 | $ 2,000 | 0 | 63,000 | 0 | 0 |
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) | 0 |
Balance, shares at Dec. 31, 2020 | 164,925,000 | |||||
Balance, amount at Dec. 31, 2020 | 27,609 | $ 164,925 | (10,000) | 703,353 | (839,669) | 0 |
Net loss | (925,724) | |||||
Balance, shares at Sep. 30, 2021 | 246,897,495 | |||||
Balance, amount at Sep. 30, 2021 | 687,298 | $ 246,897 | (1,000) | 2,177,006 | (1,735,605) | 0 |
Balance, shares at Dec. 31, 2020 | 164,925,000 | |||||
Balance, amount at Dec. 31, 2020 | 27,609 | $ 164,925 | (10,000) | 703,353 | (839,669) | 0 |
Stock issued for services, shares | 150,000 | |||||
Stock issued for services, amount | 6,880 | $ 150 | 6,730 | |||
Stock issued for cash, shares | 4,875,000 | |||||
Stock issued for cash, amount | 195,000 | $ 4,875 | 190,125 | |||
Stock issued for cash one, shares | 3,125,000 | |||||
Stock issued for cash one, amount | 100,000 | $ 3,125 | 96,875 | |||
Stock issued for cash two, shares | 1,562,500 | |||||
Stock issued for cash two, amount | $ 1,562 | 48,438 | ||||
Stock issued for cash three, shares | 51,700,000 | |||||
Stock issued for cash three, amount | 775,500 | $ 51,700 | 723,800 | |||
Stock issued for cash four, shares | 41,333,333 | |||||
Stock issued for cash four, amount | 620,000 | $ 41,333 | 578,667 | |||
Stock issued for services one, shares | 450,000 | |||||
Stock issued for services one, amount | $ 450 | 13,050 | ||||
Net loss | (1,811,302) | (1,811,302) | ||||
Effect of adoption of ASU 2020-06 | (26,555) | (56,343) | 29,788 | |||
Stock issued for commitment fee, shares | 2,000,000 | |||||
Stock issued for commitment fee, amount | 65,000 | $ 2,000 | 63,000 | |||
Stock issued for services two, shares | 8,000,000 | |||||
Stock issued for services two, amount | 250,400 | 242,400 | ||||
Stock issued for services three, shares | 500,000 | |||||
Stock issued for services three, amount | $ 500 | 14,500 | ||||
Stock issued for debt conversion, shares | 8,607,995 | |||||
Stock issued for debt conversion, amount | 101,610 | $ 8,608 | 93,002 | |||
Stock issued for services four, shares | 1,002,000 | |||||
Stock issued for services four, amount | 34,068 | $ 1,002 | 33,066 | |||
Stock issued for services five, shares | 13,000,000 | |||||
Stock issued for services five, amount | 253,500 | $ 13,000 | 240,500 | |||
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) | 0 |
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) | 0 |
Stock issued for services, shares | 450,000 | |||||
Stock issued for cash, shares | 3,125,000 | |||||
Stock issued for cash, amount | 100,000 | $ 3,125 | 0 | 96,875 | 0 | 0 |
Net loss | (265,814) | 0 | 0 | 0 | (265,814) | 0 |
Stock issued for services, amount | 13,500 | $ 450 | 0 | 13,050 | 0 | 0 |
Stock issued for services1, shares | 8,000,000 | |||||
Stock issued for services1, amount | 250,400 | $ 8,000 | 0 | 242,400 | 0 | 0 |
Stock issued for services2, shares | 500,000 | |||||
Stock issued for services2, amount | 15,000 | $ 500 | 0 | 14,500 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 184,025,000 | |||||
Balance, amount at Jun. 30, 2021 | 172,787 | $ 184,025 | (1,000) | 1,273,690 | (1,283,928) | 0 |
Stock issued for services, shares | 1,002,000 | |||||
Net loss | (451,677) | $ 0 | 0 | 0 | (451,677) | 0 |
Stock issued for services, amount | 39,078 | $ 1,002 | 0 | 38,076 | 0 | 0 |
Stock issued for debt conversion, shares | 8,607,995 | |||||
Stock issued for debt conversion, amount | 101,610 | $ 8,608 | 0 | 93,002 | 0 | 0 |
Stock issued for cash (Reg A #1), shares | 1,562,500 | |||||
Stock issued for cash (Reg A #1), amount | 50,000 | $ 1,562 | 0 | 48,438 | 0 | 0 |
Stock issued for cash (Reg A #2), shares | 51,700,000 | |||||
Stock issued for cash (Reg A #2), amount | 775,500 | $ 51,700 | 0 | 723,800 | 0 | 0 |
Balance, shares at Sep. 30, 2021 | 246,897,495 | |||||
Balance, amount at Sep. 30, 2021 | 687,298 | $ 246,897 | (1,000) | 2,177,006 | (1,735,605) | 0 |
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) | 0 |
Net loss | (670,358) | $ 0 | 0 | 0 | (670,358) | 0 |
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) | 0 |
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) | $ 0 |
Net loss | (1,417,745) | |||||
Balance, shares at Sep. 30, 2022 | 250,904,667 | 28,500 | ||||
Balance, amount at Sep. 30, 2022 | (657,660) | |||||
Balance, amount at Sep. 30, 2022 | (657,600) | $ 250,904 | (1,000) | 3,131,336 | (4,038,928) | $ 28 |
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) | 0 |
Stock issued for debt cancellation, shares | 15,146,188 | |||||
Stock issued for debt cancellation, amount | 15,146 | $ 15,146 | 0 | 0 | 0 | 0 |
Stock issued for services, shares | 2,300,000 | |||||
Net loss | (522,594) | $ 0 | 0 | 0 | (522,594) | 0 |
Stock issued for services, amount | 34,500 | 2,300 | 0 | 32,200 | 0 | 0 |
Warrants issued in conjunction with debt | 78,051 | $ 0 | 0 | 78,051 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 318,677,016 | |||||
Balance, amount at Jun. 30, 2022 | (395,045) | $ 318,676 | (1,000) | 3,101,414 | (3,814,135) | 0 |
Stock issued for debt cancellation, shares | 16,853,810 | |||||
Stock issued for debt cancellation, amount | 16,855 | $ 16,855 | 0 | 0 | 0 | |
Net loss | (224,793) | 0 | 0 | 0 | (224,793) | 0 |
Warrants issued in conjunction with debt | 15,440 | $ 0 | 0 | 15,440 | 0 | $ 0 |
Common stock cancelled in exchange for preferred stock, shares | (99,063,659) | 28,500 | ||||
Common stock cancelled in exchange for preferred stock, amount | (99,064) | $ 0 | 0 | 99,036 | 0 | $ 28 |
Stock issued for warrant exercise, shares | 5,062,500 | |||||
Stock issued for warrant exercise, amount | 0 | $ 5,062 | 0 | (5,062) | 0 | 0 |
Stock issued for warrant exercise, shares | 9,375,000 | |||||
Stock issued for warrant exercise, amount | 0 | $ 9,375 | 0 | (9,375) | 0 | |
Reclassification of warrants issued in conjunction with debt in June 2022 | (70,117) | $ 0 | 0 | (70,117) | 0 | $ 0 |
Balance, shares at Sep. 30, 2022 | 250,904,667 | 28,500 | ||||
Balance, amount at Sep. 30, 2022 | (657,660) | |||||
Balance, amount at Sep. 30, 2022 | $ (657,600) | $ 250,904 | $ (1,000) | $ 3,131,336 | $ (4,038,928) | $ 28 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,417,745) | $ (925,724) | $ (1,811,302) | $ (690,158) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||||
Stock issued for services | 34,500 | 119,650 | 573,348 | 23,000 |
Amortization of debt discount | 212,834 | 40,954 | 266,511 | 0 |
Amortization of financing fees | 18,047 | 65,639 | ||
Prepaid expenses | 101,189 | 35,380 | (87,689) | |
Depreciation and amortization | 3,356 | 3,080 | 109,657 | |
Account receivable | (1,172) | (9,445) | (2,741) | 0 |
Debt amortization | 0 | 672 | ||
Bad debt expense | 0 | 4,461 | ||
Non-cash interest expense for stock conversion of debt | 7,000 | 2,610 | ||
Non-cash beneficial conversion expense | 0 | 29,788 | ||
Prepaid consulting fees | 0 | (13,500) | ||
Accrued interest | 17,225 | 9,280 | 4,855 | 2,201 |
Amortization | 84,444 | 73,889 | ||
Inventory | (15,717) | (38,449) | (34,787) | (30,212) |
Deposits | 0 | 20,000 | ||
Accrued expenses | 37,708 | (4,604) | (10,280) | 34,283 |
Net cash used for operating activities | (918,331) | (627,740) | (992,428) | (619,465) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of furniture and equipment | 0 | (5,702) | ||
Deposit - asset purchase | 0 | (180,000) | (180,000) | (20,000) |
Machinery and equipment | (5,702) | 0 | ||
Net cash used for investing activities | 0 | 185,702 | (185,702) | (20,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Financing fees paid | 0 | (16,750) | 0 | (8,000) |
Repayment of loans payable - third party | (914,100) | (25,000) | ||
Repayments on related-party notes | 0 | 0 | ||
Loans payable - third parties | 827,100 | 104,500 | ||
Repayment of note payable | (321,100) | (251,474) | ||
Proceeds from loan payable | 735,340 | 727,500 | ||
Proceeds from issuance of common stock | 0 | 1,120,500 | 1,711,150 | 530,500 |
Net advances from related party | 70,501 | 807 | 772 | 4,470 |
Net cash provided by financing activities | 484,741 | 1,580,583 | 1,624,922 | 606,470 |
Net increase (decrease) in cash and cash equivalents | (433,590) | 767,140 | 446,792 | (32,995) |
Cash and cash equivalents at beginning of period | 499,766 | 52,974 | 52,974 | 85,969 |
Cash and cash equivalents at end of period | 66,176 | 820,114 | 499,766 | 52,974 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common stock issued to repay third-party debt | 101,610 | 0 | ||
Common stock issued for debt | 25,000 | 0 | ||
Common stock issued to repay related party debt | 0 | 1,133,067 | ||
Common stock issued for commitment fee | 0 | 65,000 | 65,000 | 0 |
Inventory contributed for capital | 0 | 677 | ||
Inventory contributed for capital | 0 | 773 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
Income taxes paid | 0 | 0 | 0 | 0 |
Interest paid | $ 0 | $ 0 | $ 13,067 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 September 30, 2022, and for the nine months ended September 30, 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 nine months ended September 30, 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 | 1. ASIS OF PRESENTATION AND NATURE OF OPERATIONS Basis of Presentation Black Bird Biotech, Inc. (formerly Digital Development Partners, Inc.) (the “Company”) was incorporated in the State of Nevada in 2006 under the name “Cyprium Resources Inc.,” which was changed to “Digital Development Partners, Inc.” in August 2009. Effective June 14, 2021, the Company’s name change to “Black Bird Biotech, Inc.” Through 2014, the Company was involved, first, in the mining industry and, then, in the communications industry. From 2015 until the January 1, 2020, acquisition of Black Bird Potentials Inc., a Wyoming corporation (“BB Potentials”), the Company was a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. The Company’s Board of Directors has adopted the business plan of BB Potentials and the Company’s ongoing operations now include those of BB Potentials. References to “the Company” include BB Potentials, as well as its other wholly-owned subsidiaries: Big Sky American Dist., LLC, a Montana limited liability company, and Black Bird Hemp Manager, LLC, a Montana limited liability company. The consolidated financial statements include the accounts of Black Bird Biotech, Inc. and its wholly-owned subsidiaries. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 $(665,905) at September 30, 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 September 30, 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 September 30, 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 nine months ended September 30, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the nine months ended September 30, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. | 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 working capital of $574,165 at December 31, 2021. 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 2021. 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 December 31, 2021 and 2020. 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, outstanding options and warrants, if any, 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. At December 31, 2021 and 2020, there were potential dilutive securities of the Company outstanding. 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. Inventories Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO). Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years. Accounts Receivable and Revenue Recognition Accounts receivable is recorded net of an allowance for expected losses. As of December 31, 2021 and 2020, there is $-0- and $8,922 recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory. Deferred Financing Costs Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. All loan fees have been amortized as of December 31, 2021. 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 has adopted 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 year ended December 31, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the year ended December 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. |
CORONAVIRUS PANDEMIC
CORONAVIRUS PANDEMIC | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. | 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. |
ACQUISITION OF BLACK BIRD POTEN
ACQUISITION OF BLACK BIRD POTENTIALS INC. | 12 Months Ended |
Dec. 31, 2021 | |
CORONAVIRUS PANDEMIC | |
5. ACQUISITION OF BLACK BIRD POTENTIALS INC. | 5. ACQ UISITION OF BLACK BIRD POTENTIALS INC. Effective January 1, 2020, the Company consummated a plan and agreement of merger (the “Merger Agreement”) with Black Bird Potentials Inc., a Wyoming corporation (BB Potentials), pursuant to which BB Potentials became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement Due to the effects of the “reverse merger” acquisition of BB Potentials occurring effective January 1, 2020, in accordance with ASC 805 Business Combinations, the presentation of the financial statements represents the continuation of BB Potentials, the accounting acquirer, except for the legal capital structure. Historical shareholders’ equity of the Company, the accounting acquiree, has been adjusted to reflect the recapitalization. Retained earnings (deficit) of the BB Potentials, the accounting acquirer have been carried forward after the acquisition and operations prior to the merger are those of BB Potentials, the accounting acquirer. Earnings per share for periods prior to the merger have been adjusted to reflect the recapitalization. |
COMMON STOCK
COMMON STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
COMMON STOCK | ||
COMMON STOCK | 6. COMMON STOCK Common Stock Issued for Debt Conversions Nine Months Ended September 30, 2022 In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 In July 2022, the Tri-Bridge 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 $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 In August 2022, $7,000 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 7,000 $ 0.001 7,000,000 Total Converted: $7,000 Total Shares: 7,000,000 Common Stock Issued for Cash Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company did not issued shares of common stock for cash. Nine Months Ended September 30, 2022 During the nine months ended September 30, 2021, the Company sold a total of 6,437,500 shares of its common stock for a total of $245,000, or an average of $0.038 per share, under its first Regulation A Offering (SEC File No. 024-11215). Also, during the nine months ended September 30, 2021, the Company sold a total of 51,700,000 shares of its common stock for a total of $775,500, or $0.015 per share, under its second Regulation A Offering (SEC File No. 024-11621). Common Stock Issued for Services Nine Months Ended September 30, 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. During the nine months ended September 30, 2022, the Company issued a total of 2,300,000 shares of its common stock pursuant to this agreement, which shares were valued at $34,500. At September 30, 2022, the Company was obligated to issue $22,500 in shares of its common stock pursuant to this agreement, which amount is included in the Company’s accounts payable at September 30, 2022. In April 2022, the Company entered into an executive services agreement with its Executive Vice President, William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $25,000, is included in the Company’s accounts payable at September 30, 2022. Nine Months Ended September 30, 2021 In September 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $3,000 of its common stock for each month of the three-month term of such agreement, in arrears. In July 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue 167,000 shares of its common stock for each month of the six-month term of such agreement, a total of 1,002,000 shares, which shares were valued at $0.039 per share, or $39,078, in the aggregate. In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate. In May 2021, the Company issued 8,000,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.0313 per share, or $250,400, in the aggregate. The term of the consulting agreement expires in May 2022. In April 2021, the Company issued 450,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.03 per share, or $13,500, in the aggregate. The term of the consulting agreement expired in June 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, in the aggregate), respectively. Common Stock Issued for Warrant Exercise In August 2022, the Company issued 5,062,500 shares of common stock upon the exercise of a portion of the Talos Warrants. The exercise of the Talos Warrants was on a cashless basis. | 6. C OMMON STOCK Common Stock Issued for Cash 2021 Regulation A Offering (SEC File No. 024-11215) (“Reg A #1”) Regulation A Offering (SEC File No. 024-11621) (“Reg A #2”) 2020 During the year ended December 31, 2020, the Company sold a total of 13,200,000 shares of its common stock for a total of $528,000, or $0.04 per share, in cash, under the Reg A #1. Common Stock Issued for Services 2021 In September 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $3,000 of its common stock for each month of the three-month term of such agreement, in arrears. In October, November and December 2021, the Company became obligated to issue a total of 600,000 shares of its common stock pursuant to this agreement. The 600,000 shares were valued at $.015 per share, or $9,000, in the aggregate, which amount is included in accounts payable in the accompanying balance sheet. All 600,000 shares were issued subsequent to December 31, 2021. (See Note 16. Subsequent Events) In July 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue 167,000 shares of its common stock for each month of the six-month term of such agreement, a total of 1,002,000 shares, which shares were valued at $0.034 per share, or $34,068, in the aggregate. In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $.03 per share, or $15,000, in the aggregate. In May 2021, the Company issued 8,000,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.0313 per share, or $250,400, in the aggregate. The term of the consulting agreement expires in May 2022. In April 2021, the Company issued 450,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.03 per share, or $13,500, in the aggregate. The term of the consulting agreement expired in June 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, in the aggregate), respectively. 2020 In March 2020, the Company issued 100,000 shares of common stock to two third-party consultants pursuant to a consulting agreement, which shares were valued at $0.08 per share, or $8,000, in the aggregate. The term of the consulting agreement expired in September 2020. Acquisition of BB Potentials Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Stock Cancellation Agreement In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc. Debt Forgiveness Agreements In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows: EFT Holdings, Inc. EF2T, Inc. Astonia LLC. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
PREFERRED STOCK | |
PREFERRED STOCK | 7. PREFERRED STOCK In August 2022, pursuant to two Exchange Agreements a total of 28,500 shares of Series A Preferred Stock were issued in exchange for a total of 99,063,659 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued. (See Note 9. Securities Exchange Agreements Note 12 Amendments to Articles of Incorporation |
SECURITIS EXCHANGE AGREEMENTS
SECURITIS EXCHANGE AGREEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
SECURITIS EXCHANGE AGREEMENTS | |
SECURITIS EXCHANGE AGREEMENTS | 9. SECURITIES EXCHANGE AGREEMENTS In August 2022, the Company entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”) with its officers and directors: (a) Fabian G. Deneault (the “Deneault Agreement”), President and a Director of the Company, (b) Newlan & Newlan, Ltd. (the “Newlan Agreement”), a law firm owned by Eric Newlan, Vice President, Secretary and a Director of the Company, and L. A Newlan, Jr., a Director of the Company, (c) William E. Sluss (the “Sluss Agreement”), Chief Financial Officer and a Director of the Company, (d) EFT Holdings, Inc. (the “EFT Holdings Agreement”), a company controlled by Jack Jie Qin, a Director of the Company, (e) EF2T, Inc. (the “EF2T Agreement”), a company owned by Mr. Qin, and (f) Astoria LLC (the “Astoria Agreement”), a company controlled by Mr. Qin. Pursuant to the Exchange Agreements, the Company is to issue a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,972,996 shares of its common stock, as follows: Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,615,002 shares 1,000 shares EFT Holdings Agreement 18,221,906 shares 9,778 shares EF2T Agreement 2,240,768 shares 1,202 shares Astonia Agreement 2,831,661 shares 1,520 shares 123,972,996 shares 42,000 shares As of September 30, 2022, the Deneault Agreement and the Newlan Agreement had been completed, such that a total of 28,500 shares of Series A Preferred Stock had been issued in exchange for a total of 99,063,659 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
WARRANTS | |
WARRANTS | 8. WARRANTS Talos Victory Fund, LLC. Mast Hill Fund, L.P. Additionally, in connection with the Mast Hill Note #2, the company issued to Mast Hill Fund 40,000,000 cashless warrants (the “Mast Hill Fund Note #2 Warrants”) with an exercise price of $0.0055 per share. The relative fair value associated with the warrants is $13,368 and has been recorded as a debt discount and will be amortized over the life of the note. GS Capital Partners, LLC. J.H. Darbie & Co. As a placement agent fee in connection with the Mast Hill Note #1, in May 2022, the Company issued to Darbie 2,250,000 cashless warrants (the “Darbie Placement #2 Warrants”) with an exercise price of $0.008 per share. The relative fair value associated with the warrants is $3,485 and has been recorded as a debt discount and will be amortized over the life of the note. As a placement agent fee in connection with the Mast Hill Note #2, in September 2022, the Company issued to Darbie 2,130,613 cashless warrants (the “Darbie Placement #3 Warrants”) with an exercise price of $0.0049 per share. The relative fair value associated with the warrants is $2,072 and has been recorded as a debt discount and will be amortized over the life of the note. |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
NEW MITEXSTREAM AGREEMENT | ||
NEW MITEXSTREAM AGREEMENT | 13. 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. | 7. NEW MITEXSTREAM AGREEMENT In February 2021, BB Potentials 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 BB Potentials’ 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. |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
ASSET PURCHASE AGREEMENT | ||
ASSET PURCHASE AGREEMENT | 14. 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. | 8. ASSET PURCHASE In February 2021, 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 consumer products in Western Montana, completed an asset purchase (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. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INTANGIBLE ASSET | ||
INTANGIBLE ASSET | 15. 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 asset has been fully amortized as of September 30, 2022. | 9. 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 $105,556 for the year ended December 31, 2021. As of December 31, 2021, the intangible asset net of accumulated amortization was $84,444. Amortization expense for 2022 is estimated to be $84,444. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
10. INVENTORY | 10. INVENTORY Inventory at December 31, 2021, consists of the following: Raw Materials $ 23,575 Work in Process 50,887 74,462 |
CONVERTIBLE PROMISSORY NOTES TH
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | ||
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 5. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES Tri-Bridge Ventures LLC. In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 In July 2022, the Tri-Bridge 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 $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 At September 30, 2022, and December 31, 2021, accrued interest on the Tri-Bridge Note was $-0- and $4,178, respectively. 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. During the nine months ended September 30, 2022, the Company repaid in full the remaining $200,000 balance of the Tiger Trout Note. 1800 Diagonal Lending LLC. As of September 30, 2022, the Company was current in its repayment obligations under the 1800 Diagonal Note #1 and the 1800 Diagonal Note #1 had a remaining balance of $126,651 at September 30, 2022. Talos Victory Fund, LLC. In August 2022, $7,000 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 7,000 $ 0.001 7,000,000 Total Converted: $7,000 Total Shares: 7,000,000 At September 30, 2022, the Talos Note #1 had a remaining balance of $135,000 Mast Hill Fund, L.P. At September 30, 2022, the Mast Hill Note #1 had a remaining balance of $250,000. GS Capital Partners, LLC. As of September 30, 2022, the Company was current in its repayment obligations under the GS Capital Note #1 and the GS Capital Note #1 had a remaining balance of $70,560 at September 30, 2022. Boot Capital, LLC. At September 30, 2022, the Boot Capital Note #1 had a remaining balance of $61,600. Mast Hill Fund, L.P. At September 30, 2022, the Mast Hill Note #2 had a remaining balance of $145,000. | 11. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES GPL Ventures LLC. In November 2020, the GPL Note was repaid in full in the amount of $28,000, as follows: $25,000 in principal, $3,000 in interest. Tri-Bridge Ventures LLC. At December 31, 2021 and 2020, accrued interest on the Tri-Bridge Note was $4,178 and $1,870, respectively. At December 31, 2021, 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 $ 0.01 1,094,891 $ 20,000 $ 0.01 2,150,538 $ 11,110 * $ 0.01 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. At December 31, 2021, $300,000 of the Tiger Trout Note had been repaid by the Company, leaving a balance owed of $200,000 at December 31, 2021. Subsequent to December 31, 2021, the remaining balance of the Tiger Trout Note, $200,000, was repaid by the Company. (See Note 19. Subsequent Events) |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDER RECEIVABLE | ||
STOCKHOLDER RECEIVABLE | 16. STOCKHOLDER RECEIVABLE At September 30, 2022 and 2021, 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. | 12. STOCKHOLDER RECEIVABLE At December 31, 2021 and 2020, cash relating to a stockholder receivable of BB Potentials for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of BB Potentials. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENTS OF ARTICLES OF INCOR
AMENDMENTS OF ARTICLES OF INCORPORATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
AMENDMENTS OF ARTICLES OF INCORPORATION | ||
AMENDMENT OF ARTICLES OF INCORPORATION | 12. AMENDMENTS OF ARTICLES OF INCORPORATION Certificates of Amendment In January 2020, the Company amended 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 April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” 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. 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. Certificate of Designation – Series A Preferred Stock In August 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations: Designation, Amount and Par Value Fractional Shares Voting Rights (a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. Dividends pari passu Liquidation pari passu Conversion and Adjustments Conversion Rate Each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of the Company’s common stock that equals one percent (1.00%) of the number of issued and outstanding shares of the Company’s common stock outstanding on the date of conversion (the “Conversion Rate”). No Partial Conversion Adjustment for Merger and Reorganization, etc Protection Provisions Waiver No Other Rights or Privileges | 13. 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. In April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” and submitted such filing to FINRA for approval thereof, which amendment became effective June 14, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS Common Stock Issued for Services In April 2022, the Company entered into an executive services agreement with its Executive Vice President, William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $34,500, is included in the Company’s accounts payable at September 30, 2022. Advances from Related Parties Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company obtained $70,500 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. The funds were used to make payment on the 1800 Diagonal Note #1 and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, the Company owed Touchstone $70,500. During the nine months ended September 30, 2022, the Company obtained an advance from its President, Fabian G. Deneault, in the amount of $10,000. The funds were used for marketing expenses. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2022, the Company owed Mr. Deneault $10,000. At September 30, 2022, the Company owed Atonia LLC $4,470 in principal and EF2T, Inc. $773. Nine Months Ended September 30, 2021 During the nine months ended September 30, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows: In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2021, such loan had been repaid in full. At September 30, 2021, the Company owed Atonia LLC $4,470 in principal and EF2T, Inc. $773. Stock Issued for Bonus In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $.03 per share, or $15,000, in the aggregate. 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. 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. | 14. RELATED PARTY TRANSACTIONS Acquisition of BB Potentials Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Stock Cancellation Agreement In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc. Debt Forgiveness Agreements In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows: EFT Holdings, Inc. EF2T, Inc. Astonia LLC. Advances from Related Parties Year Ended December 31, 2021. In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70. At December 31, 2021, the Company owed EF2T, Inc. $4,470 and Astonia LLC $773. Year Ended December 31, 2020. Stock Issued for Bonus In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate. New MiteXstream Agreement In February 2021, BB Potentials 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 BB Potentials’ 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, BB Potentials 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
LOANS PAYABLE - RELATED PARTIES | 11. LOANS PAYABLE – RELATED PARTIES Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company obtained no loans from related parties. Nine Months Ended September 30, 2021 During the nine months ended September 30, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows: In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At September 30, 2021, such loan had been in full. At September 30, 2021, the Company owed Atonia LLC $4,470 in principal and EF2T, Inc. $773. | 15. LOANS PAYABLE - RELATED PARTIES Year Ended December 31, 2021. In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70. Year Ended December 31, 2020. EFT Holdings, Inc. EF2T, Inc. Astonia LLC. During the year ended December 31, 2020, advances of $6,670 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2021 and 2020, the Company owed Astonia LLC $5,242 and $4,470 in principal, respectively, and $268 and $391 in accrued and unpaid interest, respectively. |
REGULATION A OFFERINGS
REGULATION A OFFERINGS | 12 Months Ended |
Dec. 31, 2021 | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | |
16. REGULATION A OFFERINGS | 16. REGULATION A OFFERINGS Reg A #1 Reg A #2 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
17. INCOME TAXES | 17. INCOME TAXES The Company’s federal income tax returns for the years ended December 31, 2018, through December 31, 2020, remain subject to examination by the Internal Revenue Service, as of December 31, 2021. No provision was made for federal income tax for the year ended December 31, 2021, since the Company had net operating losses. The Company has available net operating loss carry-forward of approximately $3,800,219 which begins to expire in 2029 unless utilized beforehand. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward. However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available. Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a full valuation allowance such that the net deferred tax asset is $0, as of December 31, 2021 and 2020. The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2018. For net operating losses (NOLs) arising after December 31, 2018, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018, will not be subject to the taxable income limitation. The 2017 Act would eliminate the carryback of all NOLs arising in a tax year ending after 2017 and, instead, permits all such NOLs to be carried forward indefinitely. 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 798,046 $ 417,673 Less: valuation allowance (798,046 ) (417,673 ) Net deferred tax assets $ --- $ --- |
LEASING COMMITMENTS
LEASING COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
LEASING COMMITMENTS | |
18. LEASING COMMITMENTS | 18. LEASING COMMITMENTS At December 31, 2021, the Company has one operating lease that expires in April 2022. One operating lease in force at December 31, 2020, was terminated effective April 1, 2021. Rent expense for the years ended December 31, 2021 and 2020, totaled $10,320 and $17,200, respectively. Future minimum payments under the lease are as follows: 2022 $ 2,400 $ 2,400 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Convertible Promissory Note 1800 Diagonal Lending LLC. Other Management has evaluated subsequent events through November 14, 2022. | 19. SUBSEQUENT EVENTS Common Stock Issued for Services Subsequent to December 31, 2021, 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 had been included in the Company’s accounts payable at December 31, 2021. In January 2022, the Company issued 200,000 shares of its common stock pursuant to a consulting agreement with a third party, which shares were valued at $0.015 per share, or $3,000, in the aggregate. 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, in arrears. In February, March and April 2022, the Company has issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $0.015 per share, or $22,500, in the aggregate. Convertible Promissory Note Repayment Tiger Trout Note. Loan From Third Party Power Up Lending Group Ltd. Other Management has evaluated subsequent events through April 15, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 $(665,905) at September 30, 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. | 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 working capital of $574,165 at December 31, 2021. 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 2021. 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. | 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 September 30, 2022, and December 31, 2021. | Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of December 31, 2021 and 2020. |
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. | 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 September 30, 2022 and 2021. | 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, outstanding options and warrants, if any, 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. At December 31, 2021 and 2020, there were potential dilutive securities of the Company outstanding. |
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. | 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. |
Inventories | Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO). | |
Property and Equipment | Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years. | |
Accounts Receivable and Revenue Recognition | Accounts receivable is recorded net of an allowance for expected losses. As of December 31, 2021 and 2020, there is $-0- and $8,922 recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory. | |
Deferred Financing Costs | Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. All loan fees have been amortized as of December 31, 2021. | |
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. | 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 nine months ended September 30, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the nine months ended September 30, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. | 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 has adopted 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 year ended December 31, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the year ended December 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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” | 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” |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
Schedule of Inventory | Raw Materials $ 23,575 Work in Process 50,887 74,462 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | ||
Schedule of Common Stock Issued for Note Conversion | Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 Amount Converted Conversion Price Per Share Number Shares $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 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 * This amount includes $2,610 of interest. | |
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 $ 0.01 1,094,891 $ 20,000 $ 0.01 2,150,538 $ 11,110 * $ 0.01 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 * This amount includes $2,610 of interest. |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
COMMON STOCK | |
Schedule of common stock issued for debt conversion | Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 Amount Converted Conversion Price Per Share Number Shares $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 Amount Converted Conversion Price Per Share Number Shares $ 7,000 $ 0.001 7,000,000 Total Converted: $7,000 Total Shares: 7,000,000 |
SECURITIES EXCHANGE AGREEMENTS
SECURITIES EXCHANGE AGREEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SECURITIES EXCHANGE AGREEMENTS (Tables) | |
Schedule of Securities exchange agreements | Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,615,002 shares 1,000 shares EFT Holdings Agreement 18,221,906 shares 9,778 shares EF2T Agreement 2,240,768 shares 1,202 shares Astonia Agreement 2,831,661 shares 1,520 shares 123,972,996 shares 42,000 shares |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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” | 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” |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of deffered tax assets | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 798,046 $ 417,673 Less: valuation allowance (798,046 ) (417,673 ) Net deferred tax assets $ --- $ --- |
LEASING COMMITMENTS (Tables)
LEASING COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASING COMMITMENTS | |
Schedule of future minimum lease payments | 2022 $ 2,400 $ 2,400 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Working capital | $ (665,905) | $ 574,165 | ||
Valuation allowance against net deferred tax assets | 100% | 100% | ||
Allowance for doubtful accounts | $ 0 | $ 8,922 | ||
Minimum [Member] | ||||
Property and equipment estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Property and equipment estimated useful lives | 5 years | |||
Common Stock [Member] | ||||
Effect of changes on retained earnings | $ 29,788 | |||
Notes Payable [Member] | ||||
Effect of changes on retained earnings | 26,555 | $ (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 | $ (56,343) |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CONCENTRATION OF CREDIT RISK | ||
Federally-insured limit | $ 250,000 | $ 250,000 |
ACQUISITION OF BLACK BIRD POT_2
ACQUISITION OF BLACK BIRD POTENTIALS INC (Details Narrative) - January 1, 2020 [Member] - Black Bird Potentials Inc. [Member] | 12 Months Ended |
Dec. 31, 2021 shares | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 |
Shares issued to directors as part of acquisition | 100,178,661 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 31, 2022 | Aug. 30, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | Jul. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Sep. 09, 2021 | |
Aggregate value authorized and unissued exchange shares | 28,500 | |||||||||||||||
Cancelled common stock shares | 99,063,659 | |||||||||||||||
Accrued interest | $ 7,000 | |||||||||||||||
Price per share | $ 0.015 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 55,500 | |||||||||||||||
Talos Victory Fund LLC [Member] | ||||||||||||||||
Accrued interest | $ 7,000 | |||||||||||||||
Issuace Of Common Stock | 5,062,500 | |||||||||||||||
Retained Earnings [Member] | ||||||||||||||||
Price per share | $ 0.0406 | |||||||||||||||
Aggregate value | $ 15,000 | |||||||||||||||
Common stock, shares | 500,000 | |||||||||||||||
EFT Holdings, Inc. [Member] | ||||||||||||||||
Common stock shares cancelled of related party | 79,265,000 | |||||||||||||||
Third Party [Member] | ||||||||||||||||
Common stock, shares | 2,000,000 | |||||||||||||||
Price per share | $ 0.065 | |||||||||||||||
William E. Sluss [Member] | ||||||||||||||||
Common stock, shares | 500,000 | |||||||||||||||
Aggregate value | $ 15,000 | |||||||||||||||
Price per share | $ 0.03 | |||||||||||||||
Third-Party Consultant 1 [Member] | ||||||||||||||||
Common stock, shares | 167,000 | 450,000 | 1,002,000 | |||||||||||||
Aggregate value | $ 39,078 | |||||||||||||||
Price per share | $ 0.039 | $ 0.03 | ||||||||||||||
Third-Party Consultant [Member] | ||||||||||||||||
Common stock, shares | 3,000 | |||||||||||||||
Third-Party Consultant Two [Member] | ||||||||||||||||
Common stock, shares | 8,000,000 | 50,000 | ||||||||||||||
Aggregate value | $ 250,400 | $ 2,180 | ||||||||||||||
Price per share | $ 0.0313 | |||||||||||||||
Third-Party Consultant Three [Member] | ||||||||||||||||
Aggregate value | $ 13,500 | |||||||||||||||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | 18,221,906 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | $ 886,108 | ||||||||||||||
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,240,768 | 2,240,768 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | $ 109,992 | ||||||||||||||
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,831,661 | 2,831,661 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | $ 136,997 | ||||||||||||||
Consulting Agreements [Member] | ||||||||||||||||
Common stock, shares | 1,500,000 | |||||||||||||||
Price per share | $ 0.015 | $ 0.015 | ||||||||||||||
Mast Hill Fund LP [Member] | ||||||||||||||||
Issuace Of Common Stock | 9,375,000 | |||||||||||||||
January 1, 2020 [Member] | Black Bird Potentials Inc. [Member] | ||||||||||||||||
Issuace Of Common Stock | 100,178,661 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 | |||||||||||||||
September 2021 [Member] | ||||||||||||||||
Aggregate value | $ 3,000 | |||||||||||||||
October 2021 [Member] | Third Party [Member] | ||||||||||||||||
Common stock, shares | 13,000,000 | |||||||||||||||
January 2021 [Member] | ||||||||||||||||
Common stock, shares | 50,000 | |||||||||||||||
Aggregate value | $ 2,030 | $ 2,030 | ||||||||||||||
Price per share | $ 0.0406 | $ 0.0436 | ||||||||||||||
March 2021 [Member] | ||||||||||||||||
Common stock, shares | 50,000 | |||||||||||||||
Aggregate value | $ 2,180 | |||||||||||||||
Price per share | 0.0436 | $ 0.0534 | ||||||||||||||
July 2021 [Member] | ||||||||||||||||
Price per share | $ 0.034 | |||||||||||||||
Aggregate value | $ 34,068 | |||||||||||||||
Total shares issued | 1,002,000 | |||||||||||||||
Common stock, shares | 167,000 | |||||||||||||||
May 2021 [Member] | ||||||||||||||||
Price per share | $ 0.0313 | |||||||||||||||
Aggregate value | $ 250,400 | |||||||||||||||
Common stock, shares | 8,000,000 | |||||||||||||||
April 2021 [Member] | ||||||||||||||||
Price per share | $ 0.03 | |||||||||||||||
Aggregate value | $ 13,500 | |||||||||||||||
Common stock, shares | 450,000 | |||||||||||||||
March 2020 [Member] | Consultants [Member] | ||||||||||||||||
Common stock, shares | 100,000 | |||||||||||||||
Aggregate value | $ 8,000 | |||||||||||||||
Price per share | $ 0.08 | |||||||||||||||
February 2021 [Member] | ||||||||||||||||
Price per share | $ 0.0534 | $ 0.065 | $ 0.065 | |||||||||||||
Aggregate value | $ 2,670 | $ 65,000 | $ 65,000 | |||||||||||||
Common stock, shares | 150,000 | 2,000,000 | 2,000,000 | |||||||||||||
Discount rate | 50% | 50% | ||||||||||||||
January 2022 [Member] | ||||||||||||||||
Aggregate value | $ 34,500 | |||||||||||||||
Shares issueble value | 22,500 | |||||||||||||||
January 2022 [Member] | Consulting Agreements [Member] | ||||||||||||||||
Aggregate value | $ 7,500 | |||||||||||||||
Common stock, shares | 2,300,000 | |||||||||||||||
April 2022 [Member] | ||||||||||||||||
Aggregate value | $ 25,000 | |||||||||||||||
Shares issueble value | 1,500,000 | |||||||||||||||
April 2022 [Member] | Consulting Agreements [Member] | ||||||||||||||||
Aggregate value | $ 1,000,000 | |||||||||||||||
Common stock, shares | 500,000 | |||||||||||||||
SEC File No. 024-11621 [Member] | ||||||||||||||||
Common stock, shares | 13,200,000 | |||||||||||||||
Aggregate value | $ 528,000 | |||||||||||||||
Price per share | $ 0.02 | |||||||||||||||
Common stock, shares sold | 93,033,333 | 125,000 | ||||||||||||||
Proceeds from common stock shares sold | $ 1,395,000 | $ 2,500 | ||||||||||||||
shares price | $ 0.04 | |||||||||||||||
SEC File No. 024-11215 [Member] | ||||||||||||||||
Common stock, shares | 4,687,500 | |||||||||||||||
Aggregate value | $ 150,000 | |||||||||||||||
Price per share | $ 0.032 | |||||||||||||||
Common stock, shares sold | 4,875,000 | |||||||||||||||
Proceeds from common stock shares sold | $ 195,000 | |||||||||||||||
shares price | $ 0.04 | |||||||||||||||
SEC File No. 024-11621 1 [Member] | ||||||||||||||||
Common stock, shares | 51,700,000 | |||||||||||||||
Aggregate value | $ 775,500 | |||||||||||||||
Price per share | 0.015 | |||||||||||||||
SEC File No. 024-11621 1 One[Member] | ||||||||||||||||
Common stock, shares | 6,437,500 | |||||||||||||||
Aggregate value | $ 245,000 | |||||||||||||||
Price per share | $ 0.038 |
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 | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Amortized period | 18 years | 18 years | |
Intangible asset | $ 190,000 | ||
Common Stock [Member] | |||
Furniture and equipment | $ 10,000 | ||
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 | ||
February 2021 [Member] | Big Sky American Dist LLC [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 | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSET | ||||||
Amortized period | 18 years | |||||
Intangible assets | $ 190,000 | $ 190,000 | ||||
Intangible asset | $ 190,000 | |||||
Intangible asset | 0 | $ 0 | 84,444 | $ 0 | ||
Amortization expense net | $ 84,444 | |||||
Amortized period | 18 years | 18 years | ||||
Amortization expense | $ 21,111 | $ 31,667 | $ 84,444 | $ 73,889 | $ 105,556 |
INVENTORY (Details)
INVENTORY (Details) | Dec. 31, 2021 USD ($) |
INVENTORY | |
Raw Materials | $ 23,575 |
Work in Process | 50,887 |
Inventory | $ 74,462 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2022 | May 31, 2022 | Sep. 30, 2021 | Jul. 31, 2021 | |
Tri-Bridge Note #1 [Member] | ||||
Converion Price Per Share | $ 0.001 | |||
Number Shares | 9,853,810 | 15,146,188 | ||
Amount Converted | $ 9,854 | $ 15,146 | ||
May 2022 Conversion [Member] | Tri-Bridge Note #1 [Member] | ||||
Amount Converted | $ 15,146 | |||
Converion Price Per Share | $ 0.001 | |||
Number Shares | 15,146,188 | |||
Power Up Note #1 | ||||
Amount Converted | $ 46,110 | $ 55,500 | ||
Number Shares | 4,617,034 | 3,990,961 | ||
Power Up Note #1 | Promissory Note One [Member] | ||||
Amount Converted | $ 20,000 | $ 20,000 | ||
Number Shares | 2,150,538 | 1,398,601 | ||
Conversion Price Per Share | $ 0.01 | $ 0.0143 | ||
Power Up Note #1 | Promissory Note Two [Member] | ||||
Amount Converted | $ 11,110 | $ 20,500 | ||
Number Shares | 1,371,605 | 1,666,434 | ||
Conversion Price Per Share | $ 0.01 | $ 0.0143 | ||
Power Up Note #1 | Promissory Note [Member] | ||||
Amount Converted | $ 15,000 | $ 15,000 | ||
Number Shares | 1,094,891 | 925,926 | ||
Conversion Price Per Share | $ 0.01 | $ 0.0162 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
May 31, 2022 | Mar. 31, 2022 | 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 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Sep. 09, 2021 | |
Accrued interest | $ 4,178 | ||||||||||||||||||||
Proceeds from loan issued | $ 250,000 | $ 735,340 | $ 727,500 | ||||||||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||||||||||
Convertible notes, payable | $ 121,000 | $ 55,500 | |||||||||||||||||||
Price per share | $ 0.015 | ||||||||||||||||||||
Debt instrument, unamortized discount | $ 7,556 | $ 79,087 | 79,087 | 166,667 | $ 7,556 | ||||||||||||||||
Accrued interest | 17,225 | 9,280 | 4,855 | 2,201 | |||||||||||||||||
Accrued interest | $ 7,000 | ||||||||||||||||||||
Legal fees | 5,397 | $ 5,099 | 12,597 | 48,872 | 84,457 | $ 143,310 | |||||||||||||||
Mast Hill Fund LP [Member] | |||||||||||||||||||||
Proceeds from loan issued | $ 200,000 | 130,500 | |||||||||||||||||||
Convertible promissory note | 250,000 | $ 250,000 | |||||||||||||||||||
Conversion price | $ 0.005 | $ 0.0025 | |||||||||||||||||||
Promissory note with OID | 25,000 | $ 25,000 | |||||||||||||||||||
Commissions fees | $ 18,000 | 10,440 | |||||||||||||||||||
Legal fees | $ 7,000 | $ 3,000 | |||||||||||||||||||
Conversion price, percentage | 4.99% | 4.99% | |||||||||||||||||||
Remaining balance | $ 250,000 | $ 145,000 | |||||||||||||||||||
Power Up Note #3 | |||||||||||||||||||||
Convertible notes, payable | $ 68,750 | ||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||
Loans payable - related party | $ 68,750 | ||||||||||||||||||||
Total repayment | 101,313 | 101,313 | |||||||||||||||||||
Repayment of convertible notes payable | 68,750 | 68,750 | |||||||||||||||||||
Additional prepayment of convertible notes payable | 27,500 | 5,063 | 27,500 | ||||||||||||||||||
Prepayment interest | 5,063 | ||||||||||||||||||||
Power Up Note #4 [Member] | |||||||||||||||||||||
Convertible notes, payable | $ 78,750 | ||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||
Loans payable - related party | $ 78,750 | ||||||||||||||||||||
Total repayment | 99,893 | 99,893 | |||||||||||||||||||
Repayment of convertible notes payable | 78,750 | 78,750 | |||||||||||||||||||
Additional prepayment of convertible notes payable | 15,750 | 5,393 | 15,750 | ||||||||||||||||||
Prepayment interest | 5,393 | ||||||||||||||||||||
Power Up Note #4 [Member] | Minimum [Member] | |||||||||||||||||||||
Convertible promissory note premium | 125% | ||||||||||||||||||||
Power Up Note #4 [Member] | Maximum [Member] | |||||||||||||||||||||
Convertible promissory note premium | 145% | ||||||||||||||||||||
GPL Note | |||||||||||||||||||||
Convertible notes, payable | $ 25,000 | ||||||||||||||||||||
Price per share | $ 0.001 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Loans payable - related party | $ 25,000 | ||||||||||||||||||||
Total repayment | $ 28,000 | ||||||||||||||||||||
Repayment of principal amount | 250,000 | ||||||||||||||||||||
Maturity date | Aug. 30, 2020 | ||||||||||||||||||||
Repayment for interest | $ 3,000 | ||||||||||||||||||||
EMA Note | |||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||
Loans payable - related party | $ 50,000 | $ 50,000 | |||||||||||||||||||
Interest due date | September 2021 | ||||||||||||||||||||
Accrued interest | $ 3,499 | 0 | |||||||||||||||||||
Total repayment | 93,697 | ||||||||||||||||||||
Repayment of principal amount | 58,600 | ||||||||||||||||||||
Prepayment of premium amount | $ 31,598 | ||||||||||||||||||||
Promissory note with OID | $ 4,100 | 4,100 | |||||||||||||||||||
Maturity date | Jun. 15, 2021 | ||||||||||||||||||||
Principal amount | $ 58,600 | 58,600 | |||||||||||||||||||
Tri-Bridge Note | |||||||||||||||||||||
Convertible notes, payable | $ 25,000 | ||||||||||||||||||||
Price per share | $ 0.001 | ||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||
Loans payable - related party | $ 25,000 | ||||||||||||||||||||
Interest due date | January 2021 | ||||||||||||||||||||
Maturity date | Aug. 30, 2020 | ||||||||||||||||||||
Accrued interest | $ 1,870 | 4,178 | $ 1,870 | ||||||||||||||||||
Third Party | |||||||||||||||||||||
Convertible notes, payable | $ 121,000 | $ 55,500 | |||||||||||||||||||
Price per share | $ 0.065 | ||||||||||||||||||||
Debt instrument, unamortized discount | $ 15,000 | ||||||||||||||||||||
Interest rate | 9% | 12% | |||||||||||||||||||
Loans payable - related party | $ 106,000 | $ 52,000 | |||||||||||||||||||
Interest due date | January 2022 | ||||||||||||||||||||
Convertible notes payable, current | $ 15,125 | ||||||||||||||||||||
Discount rate | 50% | ||||||||||||||||||||
Common stock, shares issued for cash, shares | 2,000,000 | ||||||||||||||||||||
Aggregate value | $ 65,000 | ||||||||||||||||||||
Debt description | OID of $15,000, bearing interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in July 2021. | ||||||||||||||||||||
Third Party | Minimum [Member] | |||||||||||||||||||||
Convertible promissory note premium | 125% | 125% | |||||||||||||||||||
Third Party | Maximum [Member] | |||||||||||||||||||||
Convertible promissory note premium | 145% | 145% | |||||||||||||||||||
Third Party 1 [Member] | |||||||||||||||||||||
Convertible notes, payable | $ 43,500 | ||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||
Loans payable - related party | $ 43,500 | ||||||||||||||||||||
Talos Victory Fund LLC [Member] | |||||||||||||||||||||
Proceeds from loan issued | 107,780 | ||||||||||||||||||||
Convertible promissory note | 135,000 | $ 135,000 | |||||||||||||||||||
Conversion price | $ 0.005 | ||||||||||||||||||||
Promissory note with OID | 13,500 | $ 13,500 | |||||||||||||||||||
Accrued interest | $ 7,000 | ||||||||||||||||||||
Commissions fees | 9,720 | ||||||||||||||||||||
Legal fees | $ 4,000 | ||||||||||||||||||||
Conversion price, percentage | 4.99% | ||||||||||||||||||||
First Fire Note [Member] | |||||||||||||||||||||
Proceeds from loan issued | 125,000 | ||||||||||||||||||||
Convertible promissory note | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Repayment of convertible promissory note | $ 125,000 | ||||||||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||||||||
Repayment of convertible notes | $ 200,000 | $ 200,000 | |||||||||||||||||||
Tiger Trout Note [Member] | |||||||||||||||||||||
Proceeds from loan issued | $ 250,000 | ||||||||||||||||||||
Convertible promissory note | 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||||||
Repayment of convertible promissory note | $ 50,000 | ||||||||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||||||||
Repayment of convertible notes | 200,000 | 200,000 | |||||||||||||||||||
Tiger Trout Note [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||
Repayment of convertible notes | 300,000 | $ 300,000 | |||||||||||||||||||
SE Holdings Note [Member] | |||||||||||||||||||||
Repayment of convertible notes | $ 75,625 | $ 45,375 | |||||||||||||||||||
GS Capital Partners, LLC. [Member] | |||||||||||||||||||||
Proceeds from loan issued | 63,650 | ||||||||||||||||||||
Convertible promissory note | 70,000 | 70,000 | |||||||||||||||||||
Promissory note with OID | 6,500 | 6,500 | |||||||||||||||||||
Commissions fees | 4,900 | ||||||||||||||||||||
Legal fees | 3,000 | ||||||||||||||||||||
Remaining balance | 70,560 | ||||||||||||||||||||
Sixth Street Lending LLC [Member] | |||||||||||||||||||||
Proceeds from loan issued | $ 200,000 | ||||||||||||||||||||
Convertible promissory note | 228,200 | 228,200 | |||||||||||||||||||
Repayment of convertible promissory note | $ 25,102 | ||||||||||||||||||||
Conversion price, percentage | 75% | ||||||||||||||||||||
Remaining balance | 126,651 | ||||||||||||||||||||
Interest | $ 24,450 | ||||||||||||||||||||
Monthly payment | $ 25,330 | ||||||||||||||||||||
Boot Capita lLLC [Member] | |||||||||||||||||||||
Convertible promissory note | 61,600 | 61,600 | |||||||||||||||||||
Promissory note with OID | $ 5,600 | 5,600 | |||||||||||||||||||
Commissions fees | 3,360 | ||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||
Conversion price, percentage | 4.99% | ||||||||||||||||||||
Remaining balance | $ 61,600 | ||||||||||||||||||||
Proceeds from loan originations | $ 56,000 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholder receivable, shares | 42,885 | 42,885 | 42,885 | 42,885 |
Stockholder receivable, value | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) | |||||
Common stock, shares authorized | 750,000,000 | 325,000,000 | 325,000,000 | 325,000,000 | |
Increased authorized shares of common stock | 750,000,000 | ||||
Increased authorized shares of preferred stock | 50,000,000 | ||||
Seies A Preferred Stock | 42,000 | ||||
Preferred Stock Par Value | $ 0.001 |
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 | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
Minimums | 20,000 of product per year |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2022 shares | Apr. 30, 2022 shares | Jun. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 $ / shares | Sep. 30, 2022 USD ($) integer $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) integer $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Lease expired | December 2025 | |||||||||
Leases rent | $ 1,500 | $ 1,500 | ||||||||
Lease area | integer | 2,000 | 2,000 | ||||||||
Description of minimum | Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. | |||||||||
Description of gallons | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. | |||||||||
Lease expired | Dec. 31, 2025 | |||||||||
Common stock shares issued, price per share | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Accrued interest | $ 17,225 | $ 9,280 | $ 4,855 | $ 2,201 | ||||||
Advance From Related Party | $ 6,670 | |||||||||
Touchstone Enviro Solutions, Inc | ||||||||||
Advances from related party | 70,500 | |||||||||
Company Owned Amount | $ 70,500 | 70,500 | ||||||||
Fabian G Deneault [Member] | ||||||||||
Advance From Related Party | 10,000 | |||||||||
Amount Owned From Related Party | $ 10,000 | |||||||||
William J lO Bell [Member] | ||||||||||
Common stock, shares issued for cash, shares | shares | 500,000 | |||||||||
Obligated Shares | shares | 1,000,000 | 1,500,000 | ||||||||
Accounts Payable | $ 34,500 | $ 34,500 | ||||||||
Chief Financial Officer and Director, William E. Sluss [Member] | ||||||||||
Common stock, shares issued for cash, shares | shares | 500,000 | |||||||||
Common stock shares issued, price per share | $ / shares | $ 0.03 | |||||||||
Proceeds from common stock shares issued | $ 15,000 | |||||||||
January 1, 2020 [Member] | Black Bird Potentials Inc. [Member] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 120,000,000 | |||||||||
Shares issued to directors as part of acquisition | shares | 100,178,661 | |||||||||
EFT Holdings, Inc. [Member] | ||||||||||
Common stock shares cancelled of related party | shares | 79,265,000 | |||||||||
EF2T, Inc. [Member] | ||||||||||
Related party debt, principal amount | $ 4,470 | |||||||||
Astonia LLC [Member] | ||||||||||
Advances from related party | 6,670 | |||||||||
Related party debt, principal amount | 5,242 | 4,470 | ||||||||
Accrued and unpaid interest | $ 268 | $ 391 | ||||||||
Interest rate | 5% | 5% | ||||||||
Advance From Related Party | $ 5,242 | $ 4,470 | ||||||||
Mr. Newlan [Member] | ||||||||||
Advances from related party | 93,732 | |||||||||
Related party debt, principal amount | 93,697 | 93,697 | ||||||||
Total repayment amount | 93,697 | |||||||||
Repayment of principal amount | 58,600 | 61,119 | ||||||||
Accrued interest | 3,499 | 3,499 | ||||||||
Prepayment of premium amount | $ 31,598 | 29,078 | ||||||||
Advance From Related Party | 93,732 | |||||||||
Astonia LLC One [Member] | ||||||||||
Related party debt, principal amount | $ 773 | |||||||||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 18,221,906 | 18,221,906 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | $ 886,108 | ||||||||
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,240,768 | 2,240,768 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | $ 109,992 | ||||||||
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,831,661 | 2,831,661 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | $ 136,997 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Advances from related party | $ 6,670 | |||||
Interest accrued | $ 21,671 | 4,446 | $ 2,201 | |||
Accrued interest | $ 17,225 | $ 9,280 | 4,855 | 2,201 | ||
EMA Financial Note [Member] | ||||||
Total outstanding | $ 93,732 | |||||
Principal outstanding | 61,119 | |||||
Interest accrued | 3,499 | |||||
Prepayment premium | $ 29,078 | |||||
Advances from related party | $ 93,697 | |||||
EF2T, Inc. [Member] | ||||||
Related party debt, principal amount | 4,470 | |||||
Astonia LLC [Member] | ||||||
Advances from related party | $ 5,242 | 4,470 | ||||
Advances from related party | $ 6,670 | |||||
Interest rate | 5% | 5% | ||||
Related party Owned | 4,470 | |||||
Accrued and unpaid interest | $ 268 | $ 391 | ||||
Related party debt, principal amount | $ 773 | |||||
Related party debt, principal amount | 5,242 | $ 4,470 | ||||
Mr. Newlan [Member] | ||||||
Advances from related party | 93,732 | |||||
Advances from related party | 93,732 | |||||
Repayment of principal amount | 58,600 | 61,119 | ||||
Accrued interest | 3,499 | 3,499 | ||||
Prepayment of premium amount | 31,598 | 29,078 | ||||
Related party debt, principal amount | $ 93,697 | $ 93,697 | ||||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | 18,221,906 | ||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | $ 886,108 | ||||
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,240,768 | 2,240,768 | ||||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | $ 109,992 | ||||
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,831,661 | 2,831,661 | ||||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | $ 136,997 |
REGULATION A OFFERING (Details
REGULATION A OFFERING (Details Narrative) | Sep. 09, 2021 $ / shares shares |
CORONAVIRUS PANDEMIC | |
Number of shares for regulation offering statement | shares | 100,000,000 |
Price per share | $ / shares | $ 0.015 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 798,046 | $ 417,673 |
Less: valuation allowance | (798,046) | (417,673) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Operating Loss Carryforwards | $ 3,800,219 | |
A description of each operating loss carryforward included in operating loss carryforward. | 2029 | |
Valuation allowance against net deferred tax assets | 100% | |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Reduced the corporate tax rate description | The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years | |
Effective Income Tax Rate Reconciliation, Percent | 80% |
LEASING COMMITMENTS (Details)
LEASING COMMITMENTS (Details) | Dec. 31, 2021 USD ($) |
LEASING COMMITMENTS | |
2022 | $ 2,400 |
Total | $ 2,400 |
LEASING COMMITMENTS (Details Na
LEASING COMMITMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
LEASING COMMITMENTS | ||||||
Rent | $ 600 | $ 1,860 | $ 3,600 | $ 8,520 | $ 10,320 | $ 17,200 |
Operating leases description | one operating lease that expires in April 2022. One operating lease in force at December 31, 2020, was terminated effective April 1, 2021. |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 1) - USD ($) | 1 Months Ended | 2 Months Ended | |
Aug. 31, 2022 | Jul. 31, 2021 | Sep. 30, 2021 | |
Amount converted | $ 55,500 | ||
Number of shares18 | 3,990,961 | ||
Number of shares | 7,000,000 | ||
First Conversion [Member] | Power Up Note #1 [Member] | |||
Debt Conversion, Converted Instrument, Amount | $ 15,000 | ||
Number of shares | 7,000,000 | 925,926 | |
Converion Price Per Share | $ 0.001 | $ 0.0162 | $ 0.0137 |
Second Conversion [Member] | Power Up Note #1 [Member] | |||
Debt Conversion, Converted Instrument, Amount | $ 20,000 | ||
Number of shares | 1,398,601 | 1,094,891 | |
Converion Price Per Share | $ 0.0143 | $ 0.0093 | |
Third Conversion [Member] | Power Up Note #1 [Member] | |||
Debt Conversion, Converted Instrument, Amount | $ 20,500 | ||
Number of shares | 1,666,434 | 2,150,538 | |
Converion Price Per Share | $ 0.0143 |
CONVERTIBLE PROMISSORY NOTES _6
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 2) - USD ($) | 1 Months Ended | 2 Months Ended | |
Aug. 31, 2022 | Jul. 31, 2021 | Sep. 30, 2021 | |
Converted amount | $ 46,110 | ||
Number shares | 4,617,034 | ||
Number shares | 7,000,000 | ||
First Conversion [Member] | Power Up Note #1 [Member] | |||
Converted amount | $ 15,000 | ||
Converion Price Per Share | $ 0.001 | $ 0.0162 | $ 0.0137 |
Number shares | 7,000,000 | 925,926 | |
First Conversion [Member] | Power Up Note #2 [Member] | |||
Converion Price Per Share | $ 0.0137 | ||
Second Conversion [Member] | Power Up Note #1 [Member] | |||
Converted amount | $ 20,000 | ||
Converion Price Per Share | $ 0.0143 | $ 0.0093 | |
Number shares | 1,398,601 | 1,094,891 | |
Second Conversion [Member] | Power Up Note #2 [Member] | |||
Converion Price Per Share | $ 0.0093 | ||
Third Conversion [Member] | Power Up Note #1 [Member] | |||
Converion Price Per Share | $ 0.0143 | ||
Number shares | 1,666,434 | 2,150,538 | |
Third Conversion [Member] | Power Up Note #2 [Member] | |||
Converion Price Per Share | $ 0.0081 | ||
Four Conversion [Member] | Power Up Note #2 [Member] | |||
Converted amount | $ 11,110 | ||
Converion Price Per Share | $ 0.0081 | ||
Number shares | 1,371,605 |
CONVERTIBLE PROMISSORY NOTES _7
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Jul. 31, 2021 | |
Interest expense | $ 46,535 | $ 42,040 | $ 65,701 | $ 48,907 | $ 63,089 | $ 255,913 | $ 128,790 | $ 285,327 | $ 5,873 | ||
First Conversion [Member] | Power Up Note #1 [Member] | |||||||||||
Converion Price Per Share | $ 0.0137 | $ 0.0137 | $ 0.001 | $ 0.0162 | |||||||
First Conversion [Member] | Power Up Note #2 [Member] | |||||||||||
Converion Price Per Share | 0.0137 | 0.0137 | |||||||||
Second Conversion [Member] | Power Up Note #1 [Member] | |||||||||||
Converion Price Per Share | 0.0093 | 0.0093 | 0.0143 | ||||||||
Second Conversion [Member] | Power Up Note #2 [Member] | |||||||||||
Converion Price Per Share | 0.0093 | 0.0093 | |||||||||
Third Conversion [Member] | Power Up Note #1 [Member] | |||||||||||
Converion Price Per Share | $ 0.0143 | ||||||||||
Third Conversion [Member] | Power Up Note #2 [Member] | |||||||||||
Converion Price Per Share | $ 0.0081 | $ 0.0081 |
CONVERTIBLE PROMISSORY NOTES _8
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 333) - USD ($) | 1 Months Ended | ||
Aug. 31, 2022 | Jul. 31, 2021 | Sep. 30, 2021 | |
Converted amount | $ 7,000 | ||
Number shares | 7,000,000 | ||
First Conversion [Member] | Power Up Note #1 [Member] | |||
Converion Price Per Share | $ 0.001 | $ 0.0162 | $ 0.0137 |
Converted amount | $ 7,000 | ||
Number shares | 7,000,000 | 925,926 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | 1 Months Ended | |||
Aug. 31, 2022 | Aug. 30, 2022 | Jul. 31, 2022 | May 31, 2022 | |
Amount Converted | $ 7,000 | $ 9,854 | $ 15,146 | |
Number Share issued upon converion | 7,000,000 | 99,063,659 | 9,853,810 | 15,146,188 |
Tri-Bridge Note 1 [Member] | ||||
Amount Converted | $ 9,854 | $ 15,146 | ||
Number Share issued upon converion | 9,853,810 | 15,146,188 | ||
Conversion Price Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
COMMON STOCK (Details 1)
COMMON STOCK (Details 1) - USD ($) | 1 Months Ended | |||
Aug. 31, 2022 | Aug. 30, 2022 | Jul. 31, 2022 | May 31, 2022 | |
Amount Converted | $ 7,000 | $ 9,854 | $ 15,146 | |
Number Share issued upon converion | 7,000,000 | 99,063,659 | 9,853,810 | 15,146,188 |
Tri-Bridge Note 1 [Member] | ||||
Amount Converted | $ 9,854 | $ 15,146 | ||
Number Share issued upon converion | 9,853,810 | 15,146,188 | ||
Conversion Price Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) - USD ($) | 1 Months Ended | |||
Aug. 31, 2022 | Aug. 30, 2022 | Jul. 31, 2022 | May 31, 2022 | |
Amount Converted | $ 7,000 | $ 9,854 | $ 15,146 | |
Number Share issued upon converion | 7,000,000 | 99,063,659 | 9,853,810 | 15,146,188 |
Tri-Bridge Note 1 [Member] | ||||
Number Share issued upon converion | 9,853,810 | 15,146,188 | ||
Amount Converted | $ 7,000 | |||
Number Share issued upon converion | 7,000,000 | |||
Conversion Price Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - shares | 1 Months Ended | |||
Aug. 31, 2022 | Aug. 30, 2022 | Jul. 31, 2022 | May 31, 2022 | |
PREFERRED STOCK | ||||
Exchange Agreements | 28,500 | |||
Number Share issued upon converion | 7,000,000 | 99,063,659 | 9,853,810 | 15,146,188 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Aug. 31, 2022 | May 30, 2022 | Sep. 30, 2022 | |
Debt discount | $ 3,485 | |||
Mast Hill Fund LP [Member] | ||||
Shares issued to directors as part of acquisition | 9,375,000 | |||
Talos Victory Fund LLC [Member] | ||||
Shares issued to directors as part of acquisition | 5,062,500 | |||
Talos Warrants [Member] | Talos Victory Fund LLC [Member] | ||||
Warrants issued | 7,593,750 | 7,593,750 | ||
Exercise price | $ 0.008 | $ 0.008 | ||
Shares issued to directors as part of acquisition | 5,062,500 | |||
Mast Hill Fund Warrants [Member] | Mast Hill Fund LP [Member] | ||||
Debt discount | $ 13,368 | $ 13,368 | ||
Warrants issued | 14,062,500 | 14,062,500 | ||
Exercise price | $ 0.008 | $ 0.008 | ||
Shares issued to directors as part of acquisition | 9,375,000 | |||
Exercise Price(Mast Hill Note 2) | $ 0.0055 | $ 0.0055 | ||
Additional Cashless Warrants Issued | 40,000,000 | |||
GS Capital Warrants [Member] | GS Capital Partners, LLC. [Member] | ||||
Debt discount | $ 4,449 | $ 4,449 | ||
Warrants issued | 4,000,000 | 4,000,000 | ||
Exercise price | $ 0.008 | $ 0.008 | ||
Talso Note And Mast Hill Fund LP [Member] | J. H. Darbie & Co. [Member] | ||||
Debt discount | $ 2,072 | $ 2,072 | ||
Warrants issued | 1,215,000 | |||
Exercise price | $ 0.008 | |||
Exercise Price Of Cashless Warrant | $ 0.008 | |||
Issuace Of Cashless Warrant | 2,250,000 | |||
Issuace Of Cashless Warrant(Mast Hill Note 2) | 2,130,613 | |||
Exercise Price(Mast Hill Note 2) | $ 490 |
SECURITIES EXCHANGE AGREEMENT_2
SECURITIES EXCHANGE AGREEMENTS (Details ) - shares | 1 Months Ended | |
Sep. 30, 2022 | Aug. 31, 2022 | |
Number of Shares of Series A Preferred Stock Issued | 28,500 | 42,000 |
Number of Shares of Common Stock Exchanged | 123,972,996 | |
Newlan Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,317,406 | |
Sluss Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,000 | |
Number of Shares of Common Stock Exchanged | 1,615,002 | |
EFT Holdings Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 9,778 | |
Number of Shares of Common Stock Exchanged | 18,221,906 | |
EF2T Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,202 | |
Number of Shares of Common Stock Exchanged | 2,240,768 | |
Astonia Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,520 | |
Number of Shares of Common Stock Exchanged | 2,831,661 | |
deneault Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,746,253 |
SECURITIES EXCHANGE AGREEMENT_3
SECURITIES EXCHANGE AGREEMENTS (Details Narrative) - shares | 1 Months Ended | |
Sep. 30, 2022 | Aug. 31, 2022 | |
Number of Shares of Series A Preferred Stock Issued | 28,500 | 42,000 |
Number of Shares of Common Stock Exchanged to be cancelled | 99,063,659 | 123,972,996 |
Number of Shares of Common Stock Exchanged | 123,972,996 | |
Newlan Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,317,406 | |
Sluss Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,000 | |
Number of Shares of Common Stock Exchanged | 1,615,002 | |
EFT Holdings Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 9,778 | |
Number of Shares of Common Stock Exchanged | 18,221,906 | |
EF2T Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,202 | |
Number of Shares of Common Stock Exchanged | 2,240,768 | |
Astonia Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 1,520 | |
Number of Shares of Common Stock Exchanged | 2,831,661 | |
deneault Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,746,253 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Apr. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 09, 2021 | |
Price per share | $ 0.015 | |||||||
Diagonal Note 1 [Member] | ||||||||
Proceeds From Loan | $ 100,000 | |||||||
Issuance Of Convertible Promissory Notes | $ 103,750 | |||||||
Diagonal Note 2 [Member] | ||||||||
Interest Rate | 10% | |||||||
Due Date | November 2023 | |||||||
Conversion Rate | 65% | |||||||
Trading Period | 15 years | |||||||
Tiger Trout Note [Member] | ||||||||
Repayment of convertible notes | $ 200,000 | $ 200,000 | ||||||
Tiger Trout Note [Member] | Convertible Promissory Note [Member] | ||||||||
Repayment of convertible notes | $ 300,000 | $ 300,000 | ||||||
Power Up Lending Group Ltd | ||||||||
Cash Proceeds | $ 200,000 | |||||||
OID amount | 24,450 | |||||||
Repayment of convertible notes | 228,200 | |||||||
One-time interest charge | $ 25,102 | |||||||
Subsequent event description | Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. | |||||||
Principal and interest payable | $ 25,330 | |||||||
Minimum [Member] | ||||||||
Repayment Of Premium | 120% | |||||||
Maximum [Member] | ||||||||
Repayment Of Premium | 125% | |||||||
Consulting Agreements [Member] | ||||||||
Price per share | $ 0.015 | $ 0.015 | ||||||
Common stock issued | 600,000 | |||||||
Common stock issued, value | $ 9,000 | |||||||
Consulting Agreements Two [Member] | ||||||||
Price per share | $ 0.015 | $ 0.015 | ||||||
Common stock issued | 3,000 | 7,500 | ||||||
Common stock issued, value | $ 200,000 | $ 1,500,000 | ||||||
Aggregate value | $ 22,500 |