Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 18, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Digital Development Partners, Inc. | |
Entity Central Index Key | 0001409999 | |
Document Type | 10-Q/A | |
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 | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 150,225,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 27,254 | $ 973 |
Accounts receivable, less allowance of $4,461 at June 30, 2020 | 4,461 | 0 |
Inventory | 40,632 | 0 |
Deposit | 20,000 | 0 |
Total current assets | 92,347 | 973 |
FIXED ASSETS | ||
Machinery and equipment | 519 | 0 |
Total fixed assets | 519 | 0 |
TOTAL ASSETS | 92,866 | 973 |
Current liabilities | ||
Accounts payable and accrued liabilities | 16,533 | 267,195 |
Related-party note payable | 6,670 | 874,573 |
Third-party notes payable, net of discount related to conversion feature of $23,324 | 26,676 | 0 |
Total current liabilities | 49,879 | 1,141,768 |
TOTAL LIABILITIES | 49,879 | 1,141,768 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.00001 par value, 225,000,000 shares authorized, 150,225,000 and 85,970,665 shares issued and outstanding at June 30, 2020, and December 31, 2019, respectively | 150,225 | 85,971 |
Stockholder receivable | (1,000) | 0 |
Additional paid-in capital | 8,714,623 | 7,488,946 |
Retained earnings (accumulated deficit) | (8,820,861) | (8,715,712) |
Total stockholders' equity | 42,987 | (1,140,795) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 92,866 | $ 973 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Allowances for doubtful account receivables | $ 4,461 | $ 0 |
Current liabilities | ||
Third-party notes payable, net of discount | $ 23,324 | $ 0 |
STOCKHOLDERS' EQUITY | ||
Common Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 225,000,000 | 225,000,000 |
Common Stock, Shares, Issued | 150,225,000 | 85,970,665 |
Common Stock, Shares, Outstanding | 150,225,000 | 85,970,665 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Consolidated Statements of Operations (Unaudited) | ||||
Sales | $ 29,971 | $ 4,100 | $ 35,874 | $ 4,840 |
Cost of goods sold | 9,333 | 6,067 | 13,265 | 12,346 |
Gross profit (loss) | 20,638 | (1,967) | 22,609 | (7,506) |
Expenses | ||||
Consulting services | 4,299 | 12,500 | 39,299 | 12,500 |
Website expense | 2,456 | 3,416 | 3,334 | 3,416 |
Legal and professional services | 19,625 | 1,000 | 42,950 | 8,200 |
Product distribution and development costs | 4,121 | 22,982 | 4,121 | 33,432 |
Beneficial conversion expense | 6,664 | 0 | 6,664 | 0 |
General and administrative | 20,018 | 7,059 | 31,329 | 7,214 |
Total expenses | 57,183 | 46,957 | 127,697 | 64,762 |
Net operating loss | (36,545) | (48,924) | (105,088) | (72,268) |
Other expense | ||||
Interest expense | (50) | 0 | (61) | 0 |
Total other income (expense) | (50) | 0 | (61) | 0 |
Profit (loss) before taxes | (36,595) | (48,924) | (105,149) | (72,268) |
Income tax expense | 0 | 0 | 0 | 0 |
Net profit (loss) | $ (36,595) | $ (48,924) | $ (105,149) | $ (72,268) |
Net profit (loss) per common share | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 150,164,560 | 85,970,665 | 150,088,874 | 85,970,665 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (unaudited) - USD ($) | Total | Common Stock | Stockholder Recievable | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2018 | 85,970,665 | ||||
Balance, amount at Dec. 31, 2018 | $ (1,018,828) | $ 85,971 | $ 0 | $ 7,488,946 | $ (8,593,745) |
Net loss | (29,416) | $ 0 | 0 | 0 | (29,416) |
Balance, shares at Mar. 31, 2019 | 85,970,665 | ||||
Balance, amount at Mar. 31, 2019 | (1,048,244) | $ 85,971 | 0 | 7,488,946 | (8,623,161) |
Net loss | (28,978) | $ 0 | 0 | 0 | (28,978) |
Balance, shares at Jun. 30, 2019 | 85,970,665 | ||||
Balance, amount at Jun. 30, 2019 | (1,077,222) | $ 85,971 | 0 | 7,488,946 | (8,652,139) |
Balance, shares at Dec. 31, 2019 | 85,970,665 | ||||
Balance, amount at Dec. 31, 2019 | (1,140,795) | $ 85,971 | 0 | 7,488,946 | (8,715,712) |
Cancellation of stock, shares | (79,265,000) | ||||
Cancellation of stock, amount | 0 | $ (79,265) | 0 | 79,265 | 0 |
Stock issued for debt cancellation, shares | 23,294,335 | ||||
Stock issued for debt cancellation, amount | 1,133,097 | $ 23,294 | 0 | 1,109,803 | 0 |
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) | (4,055) | 0 |
Inventory contributed to additional paid-in capital by related party | 399 | $ 0 | 0 | 399 | 0 |
Stock issued for services, shares | 100,000 | ||||
Stock issued for services, amount | 8,000 | $ 100 | 0 | 7,900 | 0 |
Net loss | (68,554) | $ 0 | 0 | 0 | (68,554) |
Balance, shares at Mar. 31, 2020 | 150,100,000 | ||||
Balance, amount at Mar. 31, 2020 | 47,092 | $ 150,100 | (1,000) | 8,682,258 | (8,784,266) |
Balance, shares at Dec. 31, 2019 | 85,970,665 | ||||
Balance, amount at Dec. 31, 2019 | (1,140,795) | $ 85,971 | 0 | 7,488,946 | (8,715,712) |
Balance, shares at Jun. 30, 2020 | 150,225,000 | ||||
Balance, amount at Jun. 30, 2020 | 42,987 | $ 150,225 | (1,000) | 8,714,623 | (8,820,861) |
Balance, shares at Mar. 31, 2020 | 150,100,000 | ||||
Balance, amount at Mar. 31, 2020 | 47,092 | $ 150,100 | (1,000) | 8,682,258 | (8,784,266) |
Stock issued for services, shares | 125,000 | ||||
Net loss | (36,595) | $ 0 | 0 | 0 | (36,595) |
Stock issued for cash, amount | 2,500 | 125 | 0 | 2,375 | 0 |
Beneficial conversion related to convertible debt | 29,990 | $ 0 | 0 | 29,990 | 0 |
Balance, shares at Jun. 30, 2020 | 150,225,000 | ||||
Balance, amount at Jun. 30, 2020 | $ 42,987 | $ 150,225 | $ (1,000) | $ 8,714,623 | $ (8,820,861) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (105,149) | $ (72,268) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock issued for services | 8,000 | 0 |
Non-cash beneficial conversion expense | 6,664 | |
Accrued interest | 61 | |
Inventory | (31,845) | (21,407) |
Accrued expenses | 4,903 | 0 |
Net cash used for operating activities | (117,366) | (93,675) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Machinery and equipment | (519) | 0 |
Net cash used for investing activities | (519) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loans payable - related party | 6,670 | 0 |
Loans payable - third parties | 50,000 | 0 |
Proceeds from issuance of common stock | 2,500 | 77,907 |
Net cash provided by financing activities | 59,170 | 77,907 |
Net decrease in cash and cash equivalents | (58,715) | (15,768) |
Cash and cash equivalents at beginning of period | 85,969 | 37,662 |
Cash and cash equivalents at end of period | 27,254 | 21,894 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to repay related party debt | 1,133,097 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest expense | $ 0 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2020 | |
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 financial statements, as of June 30, 2020, and for the six months ended June 30, 2020 and 2019, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2020. 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, 2019, as filed with the Securities Exchange Commission. Nature of Operations From 2015 until the January 1, 2020 acquisition of Black Bird Potentials Inc., a Wyoming corporation (“Black Bird”), 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 Black Bird and the Company’s ongoing operations now include those of Black Bird. References to “the Company” include Black Bird. The Company is engaged in the production and sale of consumer products, including products containing Cannabidiol, or CBD, derived from industrial hemp that contains no more than 0.3% THC. The Company’s products are marketed under the “Grizzly Creek Naturals” trademark. Also, the Company is a licensed participant in the Montana Hemp Pilot Program, under which the Company is a grower of industrial hemp. The Company has developed an environmentally-friendly biopesticide, MiteXstream, that eliminates mold, mildew and many pests, including spider mites, which are significant problems in the cultivation of cannabis (marijuana and industrial hemp) and hops. In January 2019, the Company applied to the U.S. Environmental Protection Agency for the certification of MiteXstream as a biopesticide. Sales of MiteXstream will not commence until EPA certification is achieved. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2020 | |
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 also has a working capital deficit as of December 31, 2019. 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 2019. 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 June 30, 2020, and December 31, 2019. 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 no potential dilutive securities as of June 30, 2020 and 2019, and March 31, 2020 and 2019. 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 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
ACQUISITION OF BLACK BIRD POTEN
ACQUISITION OF BLACK BIRD POTENTIALS INC. | 6 Months Ended |
Jun. 30, 2020 | |
ACQUISITION OF BLACK BIRD POTENTIALS INC. | |
3. ACQUISITION 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 (Black Bird), pursuant to which Black Bird 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 Black Bird 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. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2020 | |
COMMON STOCK | |
4. COMMON STOCK | Acquisition of Black Bird Effective January 1, 2020, the Company consummated the Merger Agreement with Black Bird. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of Black Bird 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 Common Stock Issued for Services 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 $.08 per share, or $8,000, in the aggregate. In addition to the issuance of such shares, the third-party consultants are to be paid $500 per month and a sales commission equal to 5% of sales made through Black Bird’s GrizzlyCreekNaturals.com website. The term of the consulting agreement extends from March 2020 to September 30, 2020, with an affirmed understanding that, assuming Black Bird approves of the results of the third-party consultants’ efforts, an extension is to be negotiated in good faith. Common Stock Issued for Cash During the six months ended June 30, 2020, the Company sold 125,000 shares of its common stock to a third party for $2,500 in cash, or $.02 per share. |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 6 Months Ended |
Jun. 30, 2020 | |
STOCKHOLDER RECEIVABLE | |
5. STOCKHOLDER RECEIVABLE | At June 30, 2020, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION | 6 Months Ended |
Jun. 30, 2020 | |
AMENDMENT OF ARTICLES OF INCORPORATION | |
6. AMENDMENT OF ARTICLES OF INCORPORATION | In January 2020, the Company filed a Certificate of Amendment to our Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” The effective time of this corporate action will depend on the date on which FINRA issues its approval thereof. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
7. RELATED PARTY TRANSACTIONS | Acquisition of Black Bird Effective January 1, 2020, the Company consummated the Merger Agreement with Black Bird. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of Black Bird 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 Six Months Ended June 30, 2020 During the six months ended June 30, 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 June 30, 2020, the Company owed Astonia LLC $61 in accrued and unpaid interest. Facility Lease In May 2020, Black Bird 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 is $1,500 and the initial term of such lease expires in December 2025. The Company utilizes the leased facility for the manufacture of products, including its FDA-listed hand sanitizer products. Distribution Agreement Effective January 1, 2019, Black Bird entered into a Distribution and Private Label Agreement (the “Distribution Agreement”) with Thoreauvian Product Services, LLC, a company controlled by two of the Company’s officers and directors, Fabian G. Deneault and Eric Newlan, relating to the Company’s licensed biopesticide product, MiteXstream (the “Private Label Product”). The Distribution Agreement has an initial term of 10 years and a single 10-year renewal term. Under the Distribution Agreement, the Company has the exclusive right to distribute and sell the Private Label Product in the United States and Canada. In addition, the Company is required to pay a $20,000 exclusivity fee and to purchase $20,000 of the Private Label Product in conjunction with the signing of the Distribution Agreement and to purchase not less than $20,000 of the Private Label Product each year. In addition, the Company is required to pay all costs in excess of $20,000 associated with MiteXstream’s becoming approved by the U.S. EPA (and relevant states) as a pesticide. During the six months ended June 30, 2020, the Company paid a total of $4,121 in EPA-related costs. |
LOANS PAYABLE - THIRD PARTIES
LOANS PAYABLE - THIRD PARTIES | 6 Months Ended |
Jun. 30, 2020 | |
LOANS PAYABLE - THIRD PARTIES | |
8. LOANS PAYABLE - THIRD PARTIES | Convertible Promissory Notes In April 2020, the Company obtained a total of $50,000 in loans from two third parties ($25,000 from each). In consideration of each loan, the Company issued a $25,000 face amount convertible promissory note that bears interest at 10% per annum, with principal and interest due in January 2021. Each such convertible promissory note may be converted into shares of Company common stock at the rate of one share for each $.001 of debt converted anytime after August 30, 2020, until the due date of the notes. As of June 30, 2020, the Company had an unamortized debt discount of $23,324 related to the beneficial conversion feature that will be amortized over the remaining lives of the loans. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2020 | |
LOANS PAYABLE - RELATED PARTIES | |
9. LOANS PAYABLE - RELATED PARTIES | Six Months Ended June 30, 2020 During the six months ended June 30, 2020, the Company entered into three separate debt forgiveness agreements with related parties: EFT Holdings, Inc. EF2T, Inc. Astonia LLC During the six months ended June 30, 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 June 30, 2020, the Company owed Astonia LLC $61 in accrued and unpaid interest. The following table sets forth outstanding loans payable to related parties as of June 30, 2020, and December 31, 2019, respectively. Principal Amount Due Accrued Interest Amount Due Total Amount Due Name of Lender 6/30/20 12/31/19 6/30/20 12/31/19 6/30/20 12/31/19 EFT Holdings, Inc.* $ - $ 634,323 $ - $ 251,785 $ - $ 886,108 EF2T, Inc. $ - $ 105,250 $ - $ 4,742 $ - $ 109,992 Astonia LLC $ 6,670 $ 135,000 $ 61 $ 1,997 $ 6,731 $ 136,997 * Until the Company’s acquisition of Black Bird, EFT Holdings, Inc. was its majority shareholder. |
DISTRIBUTION AGREEMENTS
DISTRIBUTION AGREEMENTS | 6 Months Ended |
Jun. 30, 2020 | |
DISTRIBUTION AGREEMENTS | |
10. DISTRIBUTION AGREEMENTS | Tri-State Distributor In March 2020, Black Bird entered into a regional development and distribution agreement with Northland Partners, LLC (the “Tri-State Distributor”), who will focus on distribution of Black Bird’s products in North Dakota, South Dakota and Minnesota. Tri-State Distributor has the right to distribute Black Bird’s products anywhere in the United States. Las Vegas Distributor In June 2020, Black Bird terminated its distribution agreement with its Las Vegas-based distributor, due to non-performance. Black Bird has entered into an informal agreement with Hope Botanicals, LLC with respect to its becoming a replacement for the terminated Las Vegas-based distributor. |
REGULATION A OFFERING
REGULATION A OFFERING | 6 Months Ended |
Jun. 30, 2020 | |
REGULATION A OFFERING | |
11. REGULATION A OFFERING | In May 2020, the Company filed an Offering Statement on Form 1-A (File No. 254-11215) (the “Regulation A Offering”) with SEC with respect to 20,000,000 shares of common stock, which was qualified by the SEC on August 4, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
12. SUBSEQUENT EVENTS | In August 2020, the Company sold a total of 5,000,000 shares of its common stock for a total of $200,000 in cash, under the Regulation A Offering. Other Management has evaluated subsequent events through August 19, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 also has a working capital deficit as of December 31, 2019. 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 2019. 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 June 30, 2020, and December 31, 2019. |
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 no potential dilutive securities as of June 30, 2020 and 2019, and March 31, 2020 and 2019. |
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 | Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
LOANS PAYABLE - RELATED PARTI_2
LOANS PAYABLE - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
LOANS PAYABLE - RELATED PARTIES | Principal Amount Due Accrued Interest Amount Due Total Amount Due Name of Lender 6/30/20 12/31/19 6/30/20 12/31/19 6/30/20 12/31/19 EFT Holdings, Inc.* $ - $ 634,323 $ - $ 251,785 $ - $ 886,108 EF2T, Inc. $ - $ 105,250 $ - $ 4,742 $ - $ 109,992 Astonia LLC $ 6,670 $ 135,000 $ 61 $ 1,997 $ 6,731 $ 136,997 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) | 6 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
Valuation allowance against net deferred tax assets | 100.00% |
ACQUISITION OF BLACK BIRD POT_2
ACQUISITION OF BLACK BIRD POTENTIALS INC. (Details Narrative) - Black Bird Potentials Inc. [Member] - January 1, 2020 [Member] | 6 Months Ended |
Jun. 30, 2020integershares | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 |
Number of directors | integer | 4 |
Shares issued to director as part of acquisition | 100,178,661 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)integer$ / sharesshares | |
Common stock, shares issued for cash, shares | 125,000 | |
Stock issued per share | $ / shares | $ 0.02 | $ 0.02 |
Common stock, shares issued for cash, amount | $ | $ 2,500 | |
Stock Issued During Period, Value, New Issues | $ | $ 2,500 | |
Black Bird Potentials Inc. [Member] | January 1, 2020 [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 | |
Shares issued to director as part of acquisition | 100,178,661 | |
Number of directors | integer | 4 | |
Astonia LLC [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ | $ 136,997 | |
Debt Conversion, Converted Instrument, Shares Issued | 2,831,661 | |
EF2T, Inc. [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ | $ 109,992 | |
Debt Conversion, Converted Instrument, Shares Issued | 2,240,768 | |
EFT Holdings, Inc. [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ | $ 886,108 | |
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | |
Common stock shares cancelled of related party | 79,265,000 | |
Common Stock Issued [Member] | ||
Stock issued per share | $ / shares | $ 0.08 | $ 0.08 |
Stock Issued During Period, Value, New Issues | $ | $ 100,000 | |
Stock Issued During Period, Shares, New Issues | 8,000 | |
Commission to be paid to consulatation on sale of common stock, description | In addition to the issuance of such shares, the third-party consultants are to be paid $500 per month and a sales commission equal to 5% of sales made through Black Bird’s GrizzlyCreekNaturals.com website. |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] | 6 Months Ended |
Jun. 30, 2020USD ($)shares | |
Stockholder receivable, Number of share | shares | 42,885 |
Stockholder receivable, Value | $ | $ 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
May 31, 2020USD ($)integer | Apr. 30, 2020USD ($) | Jun. 30, 2020USD ($)integershares | Jun. 30, 2019USD ($) | |
Total related cost | $ 4,121 | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 2,500 | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | shares | 125,000 | |||
Advances from related party | $ 50,000 | $ 6,670 | $ 0 | |
EFT Holdings, Inc. [Member] | ||||
Common stock shares cancelled of related party | shares | 79,265,000 | |||
Astonia LLC [Member] | ||||
Interest rate | 5.00% | |||
Advances from related party | $ 6,670 | |||
Accrued interest | $ 61 | |||
Maturity period | 1 year | |||
Third Party 2 [Member] | Convertible Promissory Note [Member] | ||||
Interest rate | 10.00% | |||
Advances from related party | $ 25,000 | |||
Common stock shares cancelled of related party | shares | 79,265,000 | |||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 18,221,906 | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | shares | 886,108 | |||
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | ||||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 109,992 | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | shares | 2,240,768 | |||
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | ||||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 136,997 | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | shares | 2,831,661 | |||
Grizzly Creek Farms, LLC [Member] | ||||
Frequency of rent, Black Bird | Monthly | |||
Lease expiration date, Black Bird | December 2025 | |||
Leased area, Black Bird | integer | 2,000 | |||
Lease rent, Black Bird | $ 1,500 | |||
January 1, 2019 [Member] | ||||
Exclusivity fess upon product purchase | $ 20,000 | |||
Product value | $ 20,000 | |||
Debt description | In addition, the Company is required to pay a $20,000 exclusivity fee and to purchase $20,000 of the Private Label Product in conjunction with the signing of the Distribution Agreement and to purchase not less than $20,000 of the Private Label Product each year. | |||
Other excess cost payment | $ 20,000 | |||
January 1, 2020 [Member] | Black Bird Potentials Inc. [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 120,000,000 | |||
Number of directors | integer | 4 | |||
Shares issued to director as part of acquisition | shares | 100,178,661 |
LOANS PAYABLE - THIRD PARTIES (
LOANS PAYABLE - THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Unamortized debt discount | $ 23,324 | |||
Total Proceeds from related two parties | $ 50,000 | 6,670 | $ 0 | |
Convertible Promissory Note [Member] | Third Party 2 [Member] | ||||
Total Proceeds from related two parties | $ 25,000 | |||
Debt instrument, conversion price | $ .001 | |||
Debt instrument, maturity date | January 2021 | |||
Debt instrument, interest rate | 10.00% | |||
Debt instrument, face amount | $ 25,000 | 0 | $ 634,323 | |
Convertible Promissory Note [Member] | Third Party 1 [Member] | ||||
Total Proceeds from related two parties | $ 25,000 | |||
Debt instrument, conversion price | $ .001 | |||
Debt instrument, maturity date | January 2021 | |||
Debt instrument, interest rate | 10.00% | |||
Debt instrument, face amount | $ 25,000 | $ 0 | $ 105,250 |
LOANS PAYABLE - RELATED PARTI_3
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 |
Astonia LLC [Member] | |||
Loan payable, principal | $ 6,670 | $ 135,000 | |
Interest payable | 61 | 1,997 | |
Loan payable, total | 6,731 | 136,997 | |
Convertible Promissory Note [Member] | Third Party 2 [Member] | |||
Loan payable, principal | 0 | $ 25,000 | 634,323 |
Interest payable | 0 | 251,785 | |
Loan payable, total | 0 | 886,108 | |
Convertible Promissory Note [Member] | Third Party 1 [Member] | |||
Loan payable, principal | 0 | $ 25,000 | 105,250 |
Interest payable | 0 | 4,742 | |
Loan payable, total | $ 0 | $ 109,992 |
LOANS PAYABLE - RELATED PARTI_4
LOANS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | 125,000 | ||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 2,500 | ||
Total Proceeds from related two parties | $ 50,000 | 6,670 | $ 0 |
Astonia LLC [Member] | |||
Accrued interest | 61 | ||
Total Proceeds from related two parties | $ 6,670 | ||
Interest rate | 5.00% | ||
Maturity period | 1 year | ||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | 886,108 | ||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 18,221,906 | ||
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | 2,240,768 | ||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 109,992 | ||
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | 2,831,661 | ||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 136,997 |
REGULATION A OFFERING (Details
REGULATION A OFFERING (Details Narrative) | 1 Months Ended |
May 31, 2020shares | |
REGULATION A OFFERING (Details Narrative) | |
Number of shares for regulation offering statement | 20,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Aug. 31, 2020USD ($)shares | |
Common stock, shares sold | shares | 5,000,000 |
Proceeds from common stock shares sold | $ | $ 200,000 |