Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Black Bird Biotech, Inc. | |
Entity Central Index Key | 0001409999 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 0 | |
Entity File Number | 000-52828 | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,729 | $ 44,448 |
Other current assets | ||
Inventory | 75,462 | 88,381 |
Right of use asset - operating leases | 8,388 | 0 |
Accounts receivable | 1,553 | 2,259 |
Total current assets | 91,132 | 135,088 |
OTHER ASSETS | ||
Fixtures and equipment | 3,772 | 7,127 |
Deferred offering cost | 0 | 76,293 |
Other asset | 1,000 | 0 |
Right of use asset - operating lease one | 2,875 | 0 |
Total other assets | 7,647 | 83,420 |
TOTAL ASSETS | 98,779 | 218,508 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 66,149 | 103,849 |
Accrued interest payable | 27,079 | 15,977 |
Due to related party | 180,222 | 79,077 |
Third-party notes payable, net of loan fees of $5,792 (unaudited) and debt discount of $27,500 (unaudited) at September 30, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively | 736,844 | 669,775 |
Lease liability - operating | 8,388 | 0 |
Total current liabilities | 1,018,682 | 868,678 |
Long-term liabilities | ||
Lease liability - operating1 | 2,875 | 0 |
Total long-term liabilities | 2,875 | 0 |
TOTAL LIABILITIES | 1,021,557 | 868,678 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and 42,000 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively | 42 | 42 |
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,785,430,168 shares and 310,695,330 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively | 1,785,428 | 310,695 |
Stockholder receivable | (1,000) | (1,000) |
Additional paid-in capital | 2,167,815 | 3,320,042 |
Retained earnings (accumulated deficit) | (4,875,063) | (4,279,949) |
Total stockholders' equity | (922,778) | (650,170) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 98,779 | $ 218,508 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Third-party notes payable, net of debt discount | $ 27,500 | $ 156,024 |
Third-party notes payable, net of loan fees | $ 5,792 | $ 142,190 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Prefered Stock, share authorized | 50,000,000 | 5,000,000 |
Prefered stock, shares issued | 42,000 | 42,000 |
Prefered stock, shares outstanding | 42,000 | 42,000 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common Stock, shares issued | 1,785,430,168 | 310,695,330 |
Common Stock, shares outstanding | 1,785,430,168 | 310,695,330 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Consolidated Statements of Operations (unaudited) | ||||
Sales | $ 3,937 | $ 25,739 | $ 24,244 | $ 70,484 |
Cost of goods sold | 2,519 | 12,359 | 12,449 | 38,984 |
Gross profit (loss) | 1,418 | 13,380 | 11,795 | 31,500 |
Expense | ||||
Consulting services | 0 | 40,600 | 5,000 | 286,630 |
Website expense | 336 | 901 | 819 | 4,358 |
Legal and professional services | 2,100 | 5,397 | 16,550 | 12,597 |
Advertising and marketing | 176 | 19,513 | 326 | 221,800 |
License fee | 0 | 0 | 4,325 | 16,998 |
Rent | 2,175 | 600 | 6,232 | 3,600 |
Depreciation expense | 1,118 | 1,118 | 3,355 | 3,355 |
General and administrative | 6,397 | 102,398 | 163,342 | 559,550 |
Total expenses | 12,302 | 170,527 | 199,949 | 1,108,888 |
Net operating loss | (10,884) | (157,147) | (188,154) | (1,077,388) |
Other expense | ||||
Amortization | 0 | (21,111) | 0 | (84,444) |
Interest expense | (120,466) | (46,535) | (407,311) | (255,913) |
Interest income | 125 | 0 | 351 | 0 |
Total other income (expense) | (120,341) | (68,764) | (406,960) | (340,357) |
Profit (loss) before taxes | (131,227) | (67,646) | (595,114) | (1,417,745) |
Income tax expense | 0 | 0 | 0 | 0 |
Net profit (loss) | $ (131,227) | $ (224,793) | $ (595,114) | $ (1,417,745) |
Net profit (loss) per common share | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||||
Basics | 1,456,744,052 | 292,999,382 | 854,983,384 | 301,232,745 |
Diluteds | 1,918,026,987 | 335,129,995 | 1,634,943,335 | 372,484,608 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders Equity (Deficit) (unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Stockholder Receivable | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 301,230,828 | |||||
Balance, amount at Dec. 31, 2021 | $ 670,210 | $ 301,230 | $ (1,000) | $ 2,991,163 | $ (2,621,183) | |
Net loss | (670,358) | (670,358) | ||||
Balance, shares at Mar. 31, 2022 | 301,230,828 | |||||
Balance, amount at Mar. 31, 2022 | (148) | $ 301,230 | (1,000) | 2,991,163 | (3,291,541) | |
Net loss | (522,594) | (522,594) | ||||
Stock issued for services AE, shares | 2,300,000 | |||||
Stock issued for services AE, amount | 34,500 | $ 2,300 | 32,200 | |||
Stock issued for debt cancellation AF, share | 15,146,188 | |||||
Stock issued for debt cancellation AF, amount | 15,146 | $ 15,146 | ||||
Warrants issued in conjunction with debt A, amount | 78,051 | 78,051 | ||||
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) | |
Common stock cancelled in exchange for preferred stock, shares | 28,500 | (99,063,659) | ||||
Common stock cancelled in exchange for preferred stock, amount | $ 28 | $ (99,064) | 99,036 | |||
Stock issued for debt cancellation AG, share | 16,853,810 | |||||
Stock issued for debt cancellation AG, amount | 16,855 | $ 16,855 | ||||
Stock issued for warrant exercise AH, share | 5,062,500 | |||||
Net loss | (224,793) | (224,793) | ||||
Stock issued for warrant exercise AH, amount | $ 5,062 | (5,062) | ||||
Stock issued for warrant exercise AI, shares | 9,375,000 | |||||
Stock issued for warrant exercise AI, amount | $ 9,375 | (9,375) | ||||
Warrants issued in conjunction with debt B, amount | 15,440 | 15,440 | ||||
Reclassification of warrants issued in conjunction with debt in June 2022, amount | (70,117) | (70,117) | ||||
Balance, shares at Sep. 30, 2022 | 28,500 | 250,904,667 | ||||
Balance, amount at Sep. 30, 2022 | (657,600) | $ 28 | $ 250,904 | (1,000) | 3,131,336 | (4,038,928) |
Balance, shares at Dec. 31, 2022 | 42,000 | 310,695,330 | ||||
Balance, amount at Dec. 31, 2022 | (650,170) | $ 42 | $ 310,693 | (1,000) | 3,320,043 | (4,279,949) |
Net loss | (266,934) | (266,934) | ||||
Common stock issued for debt cancellation A, shares | 68,541,667 | |||||
Common stock issued for debt cancellation A, amount | 17,700 | $ 68,542 | (50,842) | |||
Common stock issued for debt cancellation B, shares | 41,900,000 | |||||
Common stock issued for debt cancellation B, amount | 41,900 | $ 41,900 | ||||
Common stock issued for debt cancellation C, shares | 106,500,000 | |||||
Common stock issued for debt cancellation C, amount | 106,500 | $ 106,500 | ||||
Common stock issued for services, shares | 2,500,000 | |||||
Common stock issued for services, amount | 25,000 | $ 2,500 | 22,500 | |||
Balance, shares at Mar. 31, 2023 | 42,000 | 530,136,997 | ||||
Balance, amount at Mar. 31, 2023 | (726,004) | $ 42 | $ 530,136 | (1,000) | 3,291,701 | (4,546,883) |
Net loss | (196,955) | (196,955) | ||||
Common stock issued for debt cancellation A, shares | 23,900,000 | |||||
Common stock issued for debt cancellation A, amount | 7,170 | $ 23,900 | (16,730) | |||
Common stock issued for debt cancellation B, shares | 26,300,000 | |||||
Common stock issued for debt cancellation B, amount | 7,890 | $ 26,300 | (18,410) | |||
Common stock issued for debt cancellation C, shares | 28,800,000 | |||||
Common stock issued for debt cancellation C, amount | 5,148 | $ 28,800 | (23,652) | |||
Common stock issued for debt cancellation D, shares | 32,800,000 | |||||
Common stock issued for debt cancellation D, amount | 5,863 | $ 32,800 | (26,937) | |||
Common stock issued for debt cancellation E, shares | 37,400,000 | |||||
Common stock issued for debt cancellation E, amount | 6,685 | $ 37,400 | (30,715) | |||
Common stock issued for debt cancellation F, shares | 37,400,000 | |||||
Common stock issued for debt cancellation F, amount | 6,685 | $ 37,400 | (30,715) | |||
Common stock issued for debt cancellation G, shares | 37,500,000 | |||||
Common stock issued for debt cancellation G, amount | 2,250 | $ 37,500 | (35,250) | |||
Common stock issued for debt cancellation H, shares | 26,057,678 | |||||
Common stock issued for debt cancellation H, amount | 4,658 | $ 26,058 | (21,400) | |||
Common stock issued for debt cancellation I, shares | 26,194,560 | |||||
Common stock issued for debt cancellation I, amount | 5,321 | $ 26,195 | (20,874) | |||
Balance, shares at Jun. 30, 2023 | 42,000 | 806,489,235 | ||||
Balance, amount at Jun. 30, 2023 | (871,289) | $ 42 | $ 806,489 | (1,000) | 3,067,018 | (4,743,838) |
Net loss | (131,225) | (131,225) | ||||
Common stock issued for debt cancellation J, shares | 28,724,461 | |||||
Common stock issued for debt cancellation J, amount | 3,734 | $ 28,724 | (24,990) | |||
Common stock issued for debt cancellation K, shares | 37,225,600 | |||||
Common stock issued for debt cancellation K, amount | 3,025 | $ 37,226 | (34,201) | |||
Common stock issued for debt cancellation L, shares | 36,711,384 | |||||
Common stock issued for debt cancellation L, amount | 4,772 | $ 36,711 | (31,939) | |||
Common stock issued for debt cancellation M, shares | 60,427,076 | |||||
Common stock issued for debt cancellation M, amount | 3,928 | $ 60,427 | (56,499) | |||
Common stock issued for debt cancellation N, shares | 63,140,000 | |||||
Common stock issued for debt cancellation N, amount | 4,104 | $ 63,140 | (59,036) | |||
Common stock issued for debt cancellation O, shares | 59,964,000 | |||||
Common stock issued for debt cancellation O, amount | 3,898 | $ 59,964 | (56,066) | |||
Common stock issued for debt cancellation P, shares | 23,888,888 | |||||
Common stock issued for debt cancellation P, amount | 4,300 | $ 23,889 | (19,589) | |||
Common stock issued for debt cancellation Q, shares | 57,083,333 | |||||
Common stock issued for debt cancellation Q, amount | 3,425 | $ 57,083 | (53,658) | |||
Common stock issued for debt cancellation R, shares | 37,500,000 | |||||
Common stock issued for debt cancellation R, amount | 2,250 | $ 37,500 | (35,250) | |||
Common stock issued for debt cancellation S, shares | 63,333,333 | |||||
Common stock issued for debt cancellation S, amount | 3,800 | $ 63,333 | (59,533) | |||
Common stock issued for debt cancellation T, shares | 63,700,000 | |||||
Common stock issued for debt cancellation T, amount | 3,822 | $ 63,700 | (59,878) | |||
Common stock issued for debt cancellation U, shares | 76,300,000 | |||||
Common stock issued for debt cancellation U, amount | 4,578 | $ 76,300 | (71,722) | |||
Common stock issued for debt cancellation V, shares | 37,400,000 | |||||
Common stock issued for debt cancellation V, amount | 6,685 | $ 37,400 | (30,715) | |||
Common stock issued for debt cancellation W, shares | 37,400,000 | |||||
Common stock issued for debt cancellation W, amount | 6,685 | $ 37,400 | (30,715) | |||
Common stock issued for debt cancellation X, shares | 63,571,429 | |||||
Common stock issued for debt cancellation X, amount | 4,450 | $ 63,571 | (59,121) | |||
Common stock issued for debt cancellation Y, shares | 63,571,429 | |||||
Common stock issued for debt cancellation Y, amount | 4,450 | $ 63,571 | (59,121) | |||
Common stock issued for debt cancellation Z, shares | 32,500,000 | |||||
Common stock issued for debt cancellation Z, amount | 2,275 | $ 32,500 | (30,225) | |||
Common stock issued for debt cancellation AA, shares | 37,500,000 | |||||
Common stock issued for debt cancellation AA, amount | 2,625 | $ 37,500 | (34,875) | |||
Common stock issued for debt cancellation AB, shares | 37,500,000 | |||||
Common stock issued for debt cancellation AB, amount | 2,625 | $ 37,500 | (34,875) | |||
Common stock issued for debt cancellation AC, shares | 37,500,000 | |||||
Common stock issued for debt cancellation AC, amount | 2,625 | $ 37,500 | (34,875) | |||
Common stock issued for debt cancellation AD, shares | 24,000,000 | |||||
Common stock issued for debt cancellation AD, amount | 1,680 | $ 24,000 | (22,320) | |||
Balance, shares at Sep. 30, 2023 | 42,000 | 1,785,430,168 | ||||
Balance, amount at Sep. 30, 2023 | $ (922,778) | $ 42 | $ 1,785,428 | $ (1,000) | $ 2,167,815 | $ (4,875,063) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (595,114) | $ (1,417,745) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services | 5,000 | 34,500 |
Depreciation and amortization | 287,518 | 87,800 |
Non-cash debt conversion fees | 6,546 | 7,000 |
Non-cash deferred offering cost | 76,293 | 0 |
Non-cash penalty expense | 45,960 | 0 |
Account receivable | 706 | (1,172) |
Debt amortization | 0 | 230,881 |
Prepaid consulting fees | 0 | 101,189 |
Accrued interest | 60,059 | 17,225 |
Inventory | 12,919 | (15,717) |
Accrued expenses | (17,700) | 37,708 |
Other asset | 1,000 | 0 |
Net cash used for operating activities | (118,813) | (918,331) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash used for investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Financing fees paid | 0 | 0 |
Repayment of loans payable - third party | (146,381) | (321,100) |
Proceeds loans payable - third parties | 125,330 | 735,340 |
Net advances from related party | 101,145 | 70,501 |
Net cash provided by financing | 80,094 | 484,741 |
Net increase (decrease) in cash and cash equivalents | (38,719) | (433,590) |
Cash and cash equivalents at beginning of period | 44,448 | 499,766 |
Cash and cash equivalents at end of period | 5,729 | 66,176 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to repay third-party debt | 242,003 | 25,000 |
Common stock issued for accrued interest | 48,957 | 0 |
Common stock issued for reduction in accounts payable | 20,000 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 15,377 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, and for the nine months ended September 30, 2023 and 2022, 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, 2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2023. 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, 2022, as filed with the Securities Exchange Commission. Nature of Operations The Company is the exclusive worldwide manufacturer and distributor for MiteXstream TM The Company also manufactures and sells, under its Grizzly Creek Naturals TM |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
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 $927,552 (unaudited) as of September 30, 2023. 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 for 2023 and beyond. 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, 2023, and December 31, 2022. 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, 2023 and 2022. 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 September 30, 2023 and 2022, there is $-0- and $-0- 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. As of September 30, 2023, there were $5,792 in unamortized loan fees. Convertible Notes The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. Leases Under the lease standard, ASC 842, Leases 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. |
CORONAVIRUS PANDEMIC
CORONAVIRUS PANDEMIC | 9 Months Ended |
Sep. 30, 2023 | |
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, including the responses thereto, has continued to affect the economy into 2023. At this time, the extent to which COVID-19 will continue to 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 |
Sep. 30, 2023 | |
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. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
PREFERRED STOCK | |
PREFERRED STOCK | 5. PREFERRED STOCK During the year ended December 31, 2022, pursuant to six separate Exchange Agreements a total of 42,000 shares of Series A Preferred Stock were issued in exchange for a total of 123,472,996 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
COMMON STOCK | |
COMMON STOCK | 6. COMMON STOCK Common Stock Issued for Services Nine Months Ended September 30, 2023 In April 2022, the Company entered into an executive services agreement with a former executive officer, pursuant to which it was 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 December 31, 2022, the Company was obligated to issue a total of 2,000,000 shares of its common stock pursuant to this agreement, the total value of which, $20,000, is included in the Company’s accounts payable at December 31, 2022. All 2,000,000 shares were issued subsequent to December 31, 2022. In addition, during the nine months ended September 30, 2023, the Company issued 500,000 shares under this agreement, which shares were valued at $5,000. 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. Common Stock Issued for Debt Conversions Talos Victory Fund, LLC. Mast Hill Fund, L.P. Boot Capital, LLC. GS Capital Partners, LLC. Mast Hill Fund, L.P. Mast Hill Fund, L.P. 1800 Diagonal Lending, LLC. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS At September 30, 2023, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants: Outstanding as of December 31, 2022 421,282,935 Granted - Exchanged for common shares - Outstanding as of September 30, 2023 421,282,935 |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 9 Months Ended |
Sep. 30, 2023 | |
NEW MITEXSTREAM AGREEMENT | |
NEW MITEXSTREAM AGREEMENT | NOTE 8. NEW MITEXSTREAM AGREEMENT In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 9 Months Ended |
Sep. 30, 2023 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | 9. INTANGIBLE ASSET The Company had an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and was being amortized over 18 months. The Company recorded amortization expense in the amount of $0 and $84,444 for the periods ended September 30, 2023 and 2022, respectively. As of December 31, 2022, the intangible asset had been completely amortized. |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 10. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES Tri-Bridge Ventures LLC. During the year ended December 31, 2022, the Tri-Bridge Note #1 was repaid in full through conversion into shares of the Company’s common stock. At September 30, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively. Tiger Trout Capital Puerto Rico, LLC. 1800 Diagonal Lending LLC. The 1800 Diagonal Note #1 was paid in full during the nine months ended September 30, 2023. Talos Victory Fund, LLC. During the nine months ended September 30, 2023, the Talos Note #1 was repaid in full in the amount of $106,500 through conversion into a total of 106,500,000 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively. Mast Hill Fund, L.P. In December 2022, the Mast Hill Note #1 was amended to increase the principal by $100,000, which amount represents financing fees. Also in December 31, 2022, the Company repaid $100,000 in principal of the Mast Hill Note #1. During the nine months ended September 30, 2023, $41,900 in principal, interest and fees on the Mast Hill Note #1 was repaid through conversion into a total of 41,900,000 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $203,850 and $240,500, respectively. GS Capital Partners, LLC. During the nine months ended September 30, 2023, $33,400 in principal, interest and fees on the GS Capital Note #1 has been repaid through conversion into a total of 338,444,759 shares of the Company’s common stock. The GS Capital Note #1 had a remaining balance of $0 and $42,000 at September 30, 2023, and December 31, 2022, respectively. Boot Capital, LLC. During the nine months ended September 30, 2023, $33,725 in principal, interest and fees on the Boot Capital Note #1 was repaid through conversion into a total of 287,847,221 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $27,875 and $61,600, respectively. Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $26,071 in principal, interest and fees on the Mast Hill Note #2 was repaid through conversion into a total of 111,800,000 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $136,983 and $145,000, respectively. 1800 Diagonal Lending LLC. During the nine months ended September 30, 2023, $20,730 in principal, interest and fees on the 1800 Diagonal Note #2 was repaid through conversion into a total of 296,142,858 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $128,980 and $103,750, respectively. Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $35,140 in principal, interest and fees on the Mast Hill Note #3 was repaid through conversion into a total of 214,800,000 shares of the Company’s common stock. At September 30, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $214,619 and $223,000, respectively. 1800 Diagonal Lending LLC. At September 30, 2023, the Company was delinquent in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $57,828. |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDER RECEIVABLE | |
STOCKHOLDER RECEIVABLE | 11. STOCKHOLDER RECEIVABLE At September 30, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENTS OF ARTICLES OF INCOR
AMENDMENTS OF ARTICLES OF INCORPORATION | 9 Months Ended |
Sep. 30, 2023 | |
AMENDMENTS OF ARTICLES OF INCORPORATION | |
AMENDMENT OF ARTICLES OF INCORPORATION | 12. AMENDMENTS OF ARTICLES OF INCORPORATION In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports. In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021. In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock. In November 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 2,500,000,000 shares. In June 2023, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 5,000,000,000 shares. 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 Liquidation 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS Advances from Related Parties Nine Months Ended September 30, 2023 During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from related parties. Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company obtained no $70,501 in advances from related parties. New Mitexstream Agreement In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
LOANS PAYABLE - RELATED PARTIES | |
LOANS PAYABLE - RELATED PARTIES | 14. LOANS PAYABLE – RELATED PARTIES Nine Months Ended September 30, 2023 During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of September 30, 2023, the Company owed Mr. Newlan the amount of $83,414. As of September 30, 2023, the Company owed $68,800 to 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. Such amount accrues no interest and is due on demand. As of September 30, 2023, the Company owed $4,400 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand. As of September 30, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest. Nine Months Ended September 30, 2022 During the nine months ended September 30, 2022, the Company did not obtain any loans from related parties. As of September 30, 2022, the Company owed Astonia LLC $4,470 in principal and $773 in accrued and unpaid interest. |
LEASE
LEASE | 9 Months Ended |
Sep. 30, 2023 | |
LEASE | |
LEASE | 15. LEASE The Company entered into a lease agreement for office space in Argyle, Texas, beginning January 9, 2023, and ending on January 31, 2025. The monthly rents over the 24-month period amount to $1,450. An operating lease liability calculated using a discount rate of 4.19% and a right of use asset of $17,195 were recorded at the lease commencement date of January 9, 2023. The balance of the right of use asset and the related lease liability for this lease were $15,327 and $15,327, respectively, at September 30, 2023. Operating lease costs associated with this lease were $1,868, for the period ended September 30, 2023. Future minimum lease payments under the operating leases are as follows: Period Ended September 30, Amount 2023 $ 4,350 2024 8,700 2025 725 Total minimum lease payments 13,775 Less: amount of lease payments representing interest (469 ) Present value of future minimum lease payments 13,306 Less: current liability under lease (8,977 ) Long-term lease liability $ 4,329 In January 2023, the Company entered into a lease for the operating facility described below. Address Description Use Yearly Rent Expiration Date 11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 Office/Warehouse (1,500 sq. ft.) Administrative/ Warehousing $ 8,700 * January 31, 2025 * The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Common Stock Issued for Debt Conversions Boot Capital, LLC. Mast Hill Fund, L.P. Loans From a Related Party Subsequent to September 30, 2023, the Company has obtained a total of $1,450 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay rent on the Company’s executive office. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. Other Management has evaluated subsequent events through November 20, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 $927,552 (unaudited) as of September 30, 2023. 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 for 2023 and beyond. 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, 2023, and December 31, 2022. |
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, 2023 and 2022. |
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 September 30, 2023 and 2022, there is $-0- and $-0- 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. As of September 30, 2023, there were $5,792 in unamortized loan fees. |
Leases | Under the lease standard, ASC 842, Leases |
Convertible Notes | The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. |
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. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS | |
Schedule of common stock for the outstanding | Outstanding as of December 31, 2022 421,282,935 Granted - Exchanged for common shares - Outstanding as of September 30, 2023 421,282,935 |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NEW MITEXSTREAM AGREEMENT | |
Schedule of 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” |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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” (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. |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASE | |
Schedule of Future minimum lease payments under the operating leases | Period Ended September 30, Amount 2023 $ 4,350 2024 8,700 2025 725 Total minimum lease payments 13,775 Less: amount of lease payments representing interest (469 ) Present value of future minimum lease payments 13,306 Less: current liability under lease (8,977 ) Long-term lease liability $ 4,329 |
Schedule of operating lease facility described | Address Description Use Yearly Rent Expiration Date 11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 Office/Warehouse (1,500 sq. ft.) Administrative/ Warehousing $ 8,700 * January 31, 2025 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Working capital deficit | $ (927,552) | ||
Unamortized loan fees | $ 5,792 | $ 142,190 | |
Valuation allowance against net deferred tax assets | 100% | ||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Preferred Stocck | |||
Property and equipment estimated useful lives | 3 years | ||
Maximum [Member] | |||
Property and equipment estimated useful lives | 5 years |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) | Sep. 30, 2023 USD ($) |
CONCENTRATION OF CREDIT RISK | |
Federally-insured limit | $ 250,000 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - Series A Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Preferred stock share issued | 42,000 |
Number of common stock share converted | 123,472,996 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Boot Capital Note #1 [Member] | |||
Common stock, shares | 287,847,221 | ||
Principal balance | $ 33,725 | ||
GS Capital Partners, LLC [Member] | |||
Common stock, shares | 338,444,759 | ||
Principal balance | $ 33,440 | ||
Talos Victory Fund, LLC [Member] | |||
Common stock, shares | 106,500,000 | ||
Shares issued value | $ 106,500 | ||
Mast Hill Note #3 [Member] | |||
Common stock, shares | 214,800,000 | ||
Principal balance | $ 35,140 | ||
1800 Diagonal Lending LLC [Member] | |||
Common stock, shares | 296,142,858 | ||
Principal balance | $ 20,730 | ||
Mast Hill Fund LP [Member] | |||
Common stock, shares | 41,900,000 | ||
Principal balance | $ 41,900 | ||
Mast Hill Note #2 [Member] | |||
Common stock, shares | 111,800,000 | ||
Principal balance | $ 26,071 | ||
April 2022 [Member] | |||
Common stock, shares | 500,000 | ||
Number of shares issued | 2,000,000 | ||
Aggregate value | $ 20,000 | $ 25,000 | |
Shares issued value | $ 5,000 | ||
January 2022 [Member] | |||
Common stock, shares | 1,500,000 | 2,300,000 | |
Aggregate value | $ 7,500 | $ 34,500 | |
January 2022 [Member] | Consulting Agreements [Member] | |||
Aggregate value | $ 22,500 | $ 22,500 | |
April 2022 [Member] | Consulting Agreements [Member] | |||
Common stock shares issued during period | 500,000 | 500,000 | |
Number of shares issued | 1,000,000 | ||
April 2022 [Member] | Consulting Agreements [Member] | William J. LoBell [Member] | |||
Number of shares issued | 1,000,000 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
WARRANTS | |
Outstanding as of December 31, 2022 | 421,282,935 |
Outstanding as of September 30, 2023 | 421,282,935 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Sep. 30, 2023 shares |
WARRANTS | |
Common stock shares reserved | 421,282,935 |
NEW MITEXSTREAM AGREEMENT (Deta
NEW MITEXSTREAM AGREEMENT (Details) | 1 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2021 | |
Royalty | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. | |
Original MiteXstream Agreement [Member] | February 2021 [Member] | ||
Minimum | $20,000 of product per year | $20,000 of product per year |
Term | Initial terms of 10 years, with one 10-year renewal term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon | Effective royalty of an estimated $50 per gallon |
Sublicensing | No right to sublicense | No right to sublicense |
Trade marks | For no extra consideration, rights granted to use “MiteXstream” | |
In February 2021 [Member] | New MiteXstream Agreement [Member] | ||
Minimum | 2,500 gallons of concentrate manufactured per year | 2,500 gallons of concentrate manufactured per year |
Term | December 31, 2080 | December 31, 2080 |
Territory | Worldwide Exclusive | Worldwide Exclusive |
Royalty | $10.00 per gallon manufactured | $10.00 per gallon manufactured |
Sublicensing | Right to sublicense granted | Right to sublicense granted |
Trade marks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
INTANGIBLE ASSET | ||
Amortization expense | $ 0 | $ 84,444 |
Intangible asset | $ 190,000 |
CONVERTIBLE PROMISSORY NOTES TH
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
May 07, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2020 | May 31, 2002 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Repayments of Long-Term Debt | $ 146,381 | $ 321,100 | ||||||||||||||
Legal and professional services | $ 2,100 | $ 5,397 | $ 16,550 | 12,597 | ||||||||||||
GS Capital Partners, LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 63,650 | |||||||||||||||
Converted common stock, shares | 338,444,759 | |||||||||||||||
Promissory note with OID | 6,500 | |||||||||||||||
Monthly payment | 7,840 | |||||||||||||||
Principal balance | 33,400 | $ 33,400 | ||||||||||||||
Convertible promissory note | 70,000 | |||||||||||||||
Commissions fees | 4,900 | |||||||||||||||
Legal and professional services | $ 3,000 | |||||||||||||||
Conversion price, percentage | 70% | |||||||||||||||
Remaining amount debt | $ 42,000 | 0 | $ 0 | $ 42,000 | ||||||||||||
Talos Victory Fund, LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 107,780 | |||||||||||||||
Converted common stock, shares | 106,500,000 | |||||||||||||||
Converted common stock, Amount | $ 106,500 | |||||||||||||||
Promissory note with OID | 13,500 | |||||||||||||||
Convertible promissory note | 135,000 | |||||||||||||||
Commissions fees | 9,720 | |||||||||||||||
Legal and professional services | $ 4,000 | |||||||||||||||
Conversion price, percentage | 4.99% | |||||||||||||||
Conversion price | $ 0.005 | |||||||||||||||
Remaining amount debt | 106,500 | 0 | $ 0 | 106,500 | ||||||||||||
Mast Hill Note #3 [Member] | ||||||||||||||||
Converted common stock, shares | 214,800,000 | |||||||||||||||
1800 Diagonal Lending LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 125,330 | $ 100,000 | $ 200,000 | $ 57,828 | ||||||||||||
Converted common stock, shares | 296,142,858 | |||||||||||||||
Interest rate | 10% | |||||||||||||||
Promissory note with OID | 15,489 | 24,450 | ||||||||||||||
Equity blocker | 4.99% | |||||||||||||||
Interest | 17,348 | 25,102 | ||||||||||||||
Monthly payment | 16,191 | 25,330 | ||||||||||||||
Convertible promissory note | 144,569 | $ 103,750 | $ 228,200 | |||||||||||||
Legal and professional services | 3,000 | |||||||||||||||
Conversion price, percentage | 65% | |||||||||||||||
Deligence fee | $ 750 | |||||||||||||||
Remaining amount debt | 1,800 | $ 1,800 | ||||||||||||||
1800 Diagonal Lending LLC [Member] | Minimum [Member] | ||||||||||||||||
Convertible promissory note premium | 120% | |||||||||||||||
1800 Diagonal Lending LLC [Member] | Maximum [Member] | ||||||||||||||||
Convertible promissory note premium | 125% | |||||||||||||||
Tri Bridge Ventures LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 25,000 | |||||||||||||||
Convertible notes, payable | $ 25,000 | |||||||||||||||
Accrued interest | 0 | 4,370 | ||||||||||||||
Interest rate | 10% | |||||||||||||||
Price per share | $ 0.001 | |||||||||||||||
Tiger Trout Capital Puerto Rico, LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 250,000 | |||||||||||||||
Convertible notes, payable | 500,000 | |||||||||||||||
Promissory note with OID | $ 250,000 | |||||||||||||||
Repayment | 200,000 | |||||||||||||||
1800 Diagonal Lending LLC One [Member] | ||||||||||||||||
Remaining amount debt | 103,750 | 128,980 | 128,980 | 103,750 | ||||||||||||
Fees | $ 20,730 | |||||||||||||||
Mast Hill Note 2 [Member] | ||||||||||||||||
Converted common stock, shares | 111,800,000 | |||||||||||||||
Mast Hill Fund LP [Member] | ||||||||||||||||
Proceeds from loan originations | 179,650 | $ 130,500 | $ 200,000 | |||||||||||||
Converted common stock, shares | 41,900,000 | |||||||||||||||
Interest | 35,140 | $ 35,140 | ||||||||||||||
Promissory note with OID | 22,300 | 14,500 | 25,000 | 14,500 | 14,500 | 22,300 | ||||||||||
Principal financing fees | 100,000 | |||||||||||||||
Repayments of Long-Term Debt | 100,000 | |||||||||||||||
Principal balance | 41,900 | 41,900 | ||||||||||||||
Convertible promissory note | 223,000 | 145,000 | 250,000 | $ 145,000 | $ 145,000 | 223,000 | ||||||||||
Commissions fees | 16,050 | 10,440 | 18,000 | |||||||||||||
Legal and professional services | $ 5,000 | $ 3,000 | $ 7,000 | |||||||||||||
Conversion price, percentage | 4.99% | 4.99% | 4.99% | |||||||||||||
Conversion price | $ 0.0014 | $ 0.0025 | $ 0.005 | |||||||||||||
Remaining amount | 223,000,000 | |||||||||||||||
Remaining amount debt | $ 240,500 | 203,850 | 203,850 | $ 240,500 | ||||||||||||
Number of warrants issued | 11,468,572 | 11,468,572 | ||||||||||||||
Mast Hill Note #2 [Member] | ||||||||||||||||
Principal balance | 26,071 | 26,071 | ||||||||||||||
Remaining amount debt | $ 145,000 | 136,983 | $ 136,983 | $ 145,000 | ||||||||||||
Boot Capital LLC [Member] | ||||||||||||||||
Proceeds from loan originations | $ 56,000 | |||||||||||||||
Converted common stock, shares | 287,847,221 | |||||||||||||||
Promissory note with OID | 5,600 | |||||||||||||||
Principal balance | 33,725 | $ 33,725 | ||||||||||||||
Convertible promissory note | 61,600 | |||||||||||||||
Commissions fees | 3,360 | |||||||||||||||
Legal and professional services | $ 2,500 | |||||||||||||||
Conversion price, percentage | 4.99% | |||||||||||||||
Remaining amount debt | 61,600 | 27,875 | 27,875 | 61,600 | ||||||||||||
Mast Hill Fund LP One [Member] | ||||||||||||||||
Remaining amount debt | $ 223,000 | $ 214,619 | $ 214,619 | $ 223,000 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholder receivable, shares | 42,885 | 42,885 |
Stockholder receivable, value | $ 1,000 | $ 1,000 |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - $ / shares | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Apr. 30, 2022 | Feb. 28, 2021 | |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 325,000,000 | ||
Increased authorized shares of common stock | 5,000,000,000 | 750,000,000 | ||||
Seies A Preferred Stock | 42,000 | |||||
Preferred Stock Par Value | $ 0.001 | |||||
Increased authorized shares of preferred stock | 50,000,000 | |||||
Conversion and Adjustments | ||||||
Seies A Preferred Stock | 1,000 | |||||
Shares percent as per issued and outstanding | 1% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2021 | |
Exclusivity | Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. | |
Royalty | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. | |
Original MiteXstream Agreement [Member] | February 2021 [Member] | ||
Royalty | Effective royalty of an estimated $50 per gallon | Effective royalty of an estimated $50 per gallon |
Term | Initial terms of 10 years, with one 10-year renewal term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada | United States and Canada |
Minimum | $20,000 of product per year | $20,000 of product per year |
Sublicensing | No right to sublicense | No right to sublicense |
Trade marks | For no extra consideration, rights granted to use “MiteXstream” | |
In February 2021 [Member] | New MiteXstream Agreement [Member] | ||
Royalty | $10.00 per gallon manufactured | $10.00 per gallon manufactured |
Term | December 31, 2080 | December 31, 2080 |
Territory | Worldwide Exclusive | Worldwide Exclusive |
Minimum | 2,500 gallons of concentrate manufactured per year | 2,500 gallons of concentrate manufactured per year |
Sublicensing | Right to sublicense granted | Right to sublicense granted |
Trade marks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | ||
Advances from related parties | $ 101,145 | $ 70,501 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accrued interest | $ 773 |
Eric Newlan | |
Advances from related party | 101,145 |
Company Owned Amount | 68,800 |
Amount Owned From Related Party | 83,414 |
Fabian G Deneault [Member] | |
Company Owned Amount | 4,400 |
Astonia LLC [Member] | |
Accrued interest | 556 |
Company Owned Amount | 4,470 |
Related party debt, principal amount | $ 5,242 |
LEASE (Details)
LEASE (Details) | Sep. 30, 2023 USD ($) |
LEASE | |
2023 | $ 4,350 |
2024 | 8,700 |
2025 | 725 |
Total minimum lease payments | 13,775 |
Less: amount of lease payments representing interest | (469) |
Present value of future minimum lease payments | 13,306 |
Less: current liability under lease | (8,977) |
Long-term lease liability | $ 4,329 |
LEASE (Details 1)
LEASE (Details 1) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
LEASE | |
Operating lease yearly rent | $ 8,700 |
Operating lease expiration date | Jan. 31, 2025 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Jan. 09, 2023 | Dec. 31, 2022 | |
LEASE | |||
Monthly Rent | $ 1,450 | ||
Discount rate | 4.19% | ||
Operating lease costs | $ 1,868 | ||
Lease liability | 15,327 | ||
Right of use asset balance amount | 15,327 | ||
Right of use asset | $ 2,875 | $ 17,195 | $ 0 |
Operating leases description | beginning January 9, 2023, and ending on January 31, 2025 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event | 1 Months Ended |
Oct. 30, 2023 USD ($) shares | |
Board Of Directors [Member] | |
Advances from related party | $ 1,450 |
Mast Hill Fund [Member] | |
Principal amount | $ 25,368 |
Debt payment via Conversion of shares | shares | 422,777,000 |
Boot Capital LLC [Member] | |
Principal amount | $ 4,575 |
Debt payment via Conversion of shares | shares | 76,250,000 |