Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Digital Development Partners, Inc. | ||
Entity Central Index Key | 0001409999 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 171,775,000 | ||
Entity Public Float | $ 1,672,560 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 52,974 | $ 973 |
Other current assets | ||
Inventory | 39,676 | 0 |
Pre-paid consulting | 13,500 | 0 |
Total current assets | 106,150 | 973 |
OTHER ASSETS | ||
Deposit - asset purchase | 20,000 | 0 |
TOTAL ASSETS | 126,150 | 973 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 46,253 | 267,195 |
Accrued interest payable | 2,201 | 0 |
Due to related party | 4,470 | 0 |
Related-party note payable | 0 | 874,573 |
Third-party notes payable, net of discount related to conversion feature of $26,556 loan fees of $7,556 and debt discount of $3,871 | 45,617 | 0 |
Total current liabilities | 98,541 | 1,141,768 |
TOTAL LIABILITIES | 98,541 | 1,141,768 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.00001 par value, 325,000,000 shares authorized, 164,925,000 and 85,970,665 shares issued and outstanding at December 31, 2020 and 2019, respectively | 164,925 | 85,971 |
Stockholder receivable | (1,000) | 0 |
Additional paid-in capital | 703,353 | 7,488,946 |
Retained earnings (accumulated deficit) | (839,669) | (8,715,712) |
Total stockholders' equity | 27,609 | (1,140,795) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 126,150 | $ 973 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current liabilities | ||
Third-party notes payable, net of discount | $ 26,556 | |
Loan fees | 7,556 | |
Debt discount | $ 3,871 | |
STOCKHOLDERS' EQUITY | ||
Common Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 325,000,000 | 325,000,000 |
Common Stock, Shares, Issued | 164,925,000 | 85,970,665 |
Common Stock, Shares, Outstanding | 164,925,000 | 85,970,665 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations | ||
Sales | $ 57,604 | $ 17,771 |
Cost of goods sold | 28,245 | 17,802 |
Gross profit (loss) | 29,359 | (31) |
Expense | ||
Consulting services | 266,640 | 48,108 |
Website expense | 17,899 | 8,471 |
Legal and professional services | 143,310 | 32,860 |
Advertising and marketing | 1,918 | 0 |
Bad debt expense | 4,461 | 4,461 |
License fee | 23,280 | 44,762 |
Rent | 17,200 | 0 |
Beneficial conversion expense | 29,788 | 0 |
General and administrative | 209,666 | 10,980 |
Total expenses | 714,162 | 149,642 |
Net operating loss | (684,803) | (149,673) |
Other expense | ||
Net other income (expense) | 518 | 300 |
Interest expense | (5,873) | 0 |
Total other income (expense) | (5,355) | 300 |
Profit (loss) before taxes | (690,158) | (149,373) |
Income tax expense | 0 | 0 |
Net profit (loss) | $ (690,158) | $ (149,373) |
Net profit (loss) per common share | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||
Basic- | 120,358,931 | 120,358,939 |
Diluted- | 132,545,440 | 120,358,939 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Stockholder Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
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 | (149,373) | $ 0 | 0 | 0 | (121,967) |
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) |
Net loss | (690,158) | $ 0 | 0 | 0 | (690,158) |
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) | (8,570,256) | 8,566,201 |
Stock issued for services, shares | 1,600,000 | ||||
Stock issued for services, amount | 23,000 | $ 1,600 | 0 | 21,400 | 0 |
Stock issued for cash, shares | 13,325,000 | ||||
Stock issued for cash, amount | 530,500 | $ 13,325 | 0 | 517,175 | 0 |
Beneficial conversion related to convertible debt | 56,343 | 0 | 0 | 56,343 | 0 |
Inventory contributed to additional paid-in capital by related party | 677 | $ 0 | 0 | 677 | 0 |
Balance, shares at Dec. 31, 2020 | 164,925,000 | ||||
Balance, amount at Dec. 31, 2020 | $ 27,609 | $ 164,925 | $ (1,000) | $ 703,353 | $ (839,669) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (690,158) | $ (149,373) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services | 23,000 | 45,000 |
Account receivable | 0 | (8,922) |
Debt amortization | 672 | 0 |
Bad debt expense | 4,461 | 4,461 |
Non-cash beneficial conversion expense | 29,788 | 0 |
Prepaid consulting fees | (13,500) | 0 |
Accrued interest | 2,201 | 0 |
Inventory | (30,212) | (6,581) |
Deposits | 20,000 | (20,000) |
Accrued expenses | 34,283 | 4,272 |
Net cash used for operating activities | (619,465) | (131,143) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deposit - asset purchase | (20,000) | 0 |
Net cash used for investing activities | (20,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Financing fees paid | (8,000) | 0 |
Repayment of loan payable - third party | (25,000) | 0 |
Repayments on related-party notes | 0 | 179,450 |
Loans payable - third parties | 104,500 | 0 |
Proceeds from issuance of common stock | 530,500 | 0 |
Net advances from related party | 4,470 | 0 |
Net cash provided by financing | 606,470 | 179,450 |
Net increase (decrease) in cash and cash equivalents | (32,995) | 48,307 |
Cash and cash equivalents at beginning of period | 973 | 37,662 |
Cash and cash equivalents at end of period | 52,974 | 973 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to repay related party debt | 1,133,067 | 0 |
Common stock issued for stockholder receivable | 0 | 1,000 |
Non-cash additional paid-in capital by related parties | 677 | 2,206 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 3,000 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | |
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS | Digital Development Partners, Inc. (the “Company”) was incorporated in the State of Nevada in 2006 under the name “Cyprium Resources Inc.”, which was changed to its current name in August 2009. Through 2014, the Company was involved, first, in the mining industry and, then, in the communications industry. From 2015 until the January 1, 2020 acquisition of Black Bird Potentials Inc., a Wyoming corporation (“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, as well as its other wholly-owned subsidiaries: Big Sky American Dist., LLC, a Montana limited liability company, and Black Bird Hemp Manager, LLC, a Montana limited liability company. The 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 | 12 Months Ended |
Dec. 31, 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 only a small capital surplus as of December 31, 2020. 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 2020. 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 or restricted cash as of December 31, 2020 and 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. At December 31, 2020, there were potentially dilutive securities of the Company outstanding; at December 31, 2019, there were no potentially dilutive securities of the Company outstanding. Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. 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 | 12 Months Ended |
Dec. 31, 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. Due to the effects of the “reverse merger” acquisition of Black Bird occurring effective January 1, 2020, in accordance with ASC 805 Business Combinations Accordingly, (1) the Company’s Consolidated Balance Sheet as of December 31, 2020, reports the Company and Black Bird on a consolidated basis, (2) the Company’s Consolidated Balance Sheet as of December 31, 2019, reports the Company as it existed prior to its acquisition of Black Bird, (3) the Company’s Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for December 31, 2019 reflects the Company as it existed prior to its acquisition of Black Bird, and for December 31, 2020 reflects an adjustment for the revere merger (recapitalization) between the Company and Black Bird, (4) the Company’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2020, reports the Company and Black Bird on a consolidated basis, and (5), the Company’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2019, report historical information of Black Bird. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 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 and effective January 1, 2020, 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 and effective January 1, 2020, 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 were 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 expired September 30, 2020. In November 2020, the Company issued a total of 1,500,000 shares of common stock to two third-party consultants, pursuant to separate consulting agreements, which shares were valued at $.01 per share, or $15,000, in the aggregate. In addition to the issuance of such shares, the third-party consultants were paid a total of $6,200 in cash for website development and related services. The terms of these consulting agreements expire September 30, 2021. Common Stock Issued for Cash During the year ended December 31, 2020, the Company sold 125,000 shares of its common stock to a third party for $2,500 in cash, or $.02 per share. Also during the year ended December 31, 2020, the Company sold a total of 13,200,000 shares of its common stock for a total of $528,000, or $.04 per share, in cash, under its Offering Statement on Form 1-A (File No. 254-11215) (the “Regulation A Offering”). |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDER RECEIVABLE | |
5. STOCKHOLDER RECEIVABLE | At December 31, 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. The Company expects to collect the stockholder receivable amount during the second quarter of 2021. |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION | 12 Months Ended |
Dec. 31, 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.” In January 2020, application was made to FINRA for approval and implementation of the corporate name change. 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 of its periodic reports. The Company intends to re-file for approval of the corporate name change action, during the second quarter of 2021. (See Note 15. Subsequent Events—Amendments of Articles of Incorporation |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, 2020 During the year ended December 31, 2020, net advances of $4,470 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2020, the Company owed Astonia LLC $161 in accrued and unpaid interest. Year Ended December 31, 2019 During the year ended December 31, 2019, advances of $22,676 were received from EFT Holdings, Inc. Also during the year ended December 31, 2019, the Company repaid $139,611 in loans due to EFT Holdings, Inc. The amounts due EFT Holdings, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EFT Holdings, Inc. $251,785 in accrued and unpaid interest. $-0- of these EFT Holdings, Inc. advances at December 31, 2019, were past due and payable upon demand. In conjunction with the Merger Agreement, all amounts owed to EFT Holdings, Inc. as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements During the year ended December 31, 2019, advances of $64,500 were received from EF2T, Inc. The amounts due EF2T, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EF2T, Inc. $4,742 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to EF2T, Inc. as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements During the year ended December 31, 2019, advances of $135,000 were received from Astonia, LLC. Astonia, LLC is considered a “related party”, due to the fact that a Director of the Company, Jack Jie Qin, is the manager of Astonia. The amounts due Astonia, LLC carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed Astonia $1,997 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to Astonia, LLC as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements 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, as well as for storage. Original MiteXstream Agreement Effective January 1, 2019, Black Bird entered into a Distribution and Private Label Agreement (the “Original MiteXstream Agreement”) with Thoreauvian Product Services, LLC (“TPS”), 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 Original MiteXstream Agreement has an initial term of 10 years and a single 10-year renewal term. Under the Original MiteXstream 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 Original MiteXstream 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. In February 2021, the Original MiteXstream Agreement was replaced with a similar agreement between the Company and Touchstone Enviro Solutions Inc., the parent company of TPS. (See Note 15. Subsequent Events—New MiteXstream Agreement |
LOANS PAYABLE - THIRD PARTIES
LOANS PAYABLE - THIRD PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
LOANS PAYABLE - THIRD PARTIES | |
8. LOANS PAYABLE - THIRD PARTIES | Convertible Promissory Notes In April 2020, the Company obtained a $25,000 loan from a third party. In consideration of such 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. 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 such note. As of December 31, 2020, the Company owed $1,800 in accrued interest under such note and had an unamortized debt discount of $1,666 related to the beneficial conversion feature that will be amortized over the remaining life of such loan. In April 2020, the Company obtained a $25,000 loan from a third party. In consideration of such 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. Such convertible promissory note was convertible 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 such note. In November 2020, the Company repaid the $25,000 principal amount and $3,000 of accrued interest. In December 2020, the Company obtained a loan from a third party which netted the Company $50,000 in proceeds. In consideration of such loan, the Company issued a $58,600.00 face amount convertible promissory note, with OID of $4,100, that bears interest at 10% per annum, with principal and interest due in September 2021. The Company has the right to repay such convertible promissory note at a premium ranging from 120% to 145% of the face amount. Such convertible promissory note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of 60% of the market price of the Company’s common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after June 15, 2021. As of December 31, 2020, the Company owed $240 in accrued interest under such note and had an unamortized debt discount of $24,889 related to the beneficial conversion feature that will be amortized over the remaining life of such loan, and $3,872 related to the discount on the loan. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | |
9. LOANS PAYABLE - RELATED PARTIES | The following table sets forth outstanding loans payable to related parties as of December 31, 2020, and December 31, 2019, respectively. Principal Amount Due Accrued Interest Amount Due Total Amount Due Name of Lender 12/31/20 12/31/19 12/31/20 12/31/19 12/31/20 12/31/19 EFT Holdings, Inc.* $ --- $ 634,323 $ --- $ 251,785 $ --- $ 886,108 EF2T, Inc. $ --- $ 105,250 $ --- $ 4,742 $ --- $ 109,992 Astonia LLC $ 4,470 $ 135,000 $ 161 $ 1,997 $ 4,631 $ 136,997 * Until the Company’s acquisition of Black Bird, EFT Holdings, Inc. was its majority shareholder. Year Ended December 31, 2020 During the year ended December 31, 2020, net advances of $4,470 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2020, the Company owed Astonia LLC $161 in accrued and unpaid interest. Year Ended December 31, 2019 During the year ended December 31, 2019, advances of $22,676 were received from EFT Holdings, Inc. Also during the year ended December 31, 2019, the Company repaid $139,611 in loans due to EFT Holdings, Inc. The amounts due EFT Holdings, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EFT Holdings, Inc. $251,785 in accrued and unpaid interest. $-0- of these EFT Holdings, Inc. advances at December 31, 2019, were past due and payable upon demand. In conjunction with the Merger Agreement, all amounts owed to EFT Holdings, Inc. as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements During the year ended December 31, 2019, advances of $64,500 were received from EF2T, Inc. The amounts due EF2T, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EF2T, Inc. $4,742 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to EF2T, Inc. as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements During the year ended December 31, 2019, advances of $135,000 were received from Astonia, LLC. Astonia, LLC is considered a “related party”, due to the fact that a Director of the Company, Jack Jie Qin, is the manager of Astonia. The amounts due Astonia, LLC carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed Astonia $1,997 in accrued and unpaid interest. In conjunction with the Merger Agreement, all amounts owed to Astonia, LLC as of December 31, 2019, were extinguished. (See Debt Forgiveness Agreements Debt Cancellation Agreements During the year ended December 31, 2020, the Company entered into three separate debt forgiveness agreements with related parties: EFT Holdings, Inc. EF2T, Inc. Astonia LLC |
PRODUCT DISTRIBUTION AGREEMENTS
PRODUCT DISTRIBUTION AGREEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
PRODUCT DISTRIBUTION AGREEMENTS | |
10. PRODUCT 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. Due to existing COVID-19-related restrictions during 2020, the Tri-State Distributor did not purchase any products from us. Las Vegas Distributor In June 2020, Black Bird terminated its distribution agreement with its Las Vegas-based distributor, due to non-performance. In July 2020, Black Bird entered into a distribution agreement with Hope Botanicals, LLC with respect to its becoming a replacement for the terminated Las Vegas-based distributor. Hope Botanicals has the right to distribute Black Bird’s products anywhere in the United States. Montana Distributor In September 2020, Black Bird entered into a distribution agreement with Raghorn Wholesale LLC, who will focus on distribution of Black Bird’s products in Montana, Idaho and North Dakota. Raghorn has the right to distribute Black Bird’s products anywhere in the United States. |
REGULATION A OFFERING
REGULATION A OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
REGULATION A OFFERING | |
11. REGULATION A OFFERING | In May 2020, the Company filed the Regulation A Offering with SEC with respect to 70,000,000 shares of common stock, as amended, which was qualified by the SEC on August 4, 2020. Through December 31, 2020, the Company sold a total of 13,200,000 shares of its common stock for a total of $528,000, or $.04 per share, in cash, under the Regulation A Offering. |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2020 | |
REGULATION A OFFERING | |
12. ASSET PURCHASE AGREEMENT | In December 2020, a newly-formed subsidiary of the Company, Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), which distributes the Company’s Grizzly Creek Naturals products, entered into an asset purchase agreement (the “Big Sky APA”), whereby it was to purchase certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash, including a $20,000 non-refundable deposit paid at signing. The closing of this transaction occurred in February 2021. (See Note 15. Subsequent Events—Asset Purchase Agreement |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
13. INCOME TAXES | The Company’s federal income tax returns for the years ended December 31, 2017, through December 31, 2019, remain subject to examination by the Internal Revenue Service, as of December 31, 2020. No provision was made for federal income tax for the year ended December 31, 2020, since the Company had net operating losses. The Company has available net operating loss carry-forward of approximately $1,988,000, which begins to expire in 2029 unless utilized beforehand. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward. However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available. Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a full valuation allowance such that the net deferred tax asset is $0, as of December 31, 2020 and 2019. The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2018. For net operating losses (NOLs) arising after December 31, 2018, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018, will not be subject to the taxable income limitation. The 2017 Act would eliminate the carryback of all NOLs arising in a tax year ending after 2017 and, instead, permits all such NOLs to be carried forward indefinitely. As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 417,673 $ 272,740 Less: valuation allowance (417,673 ) (272,740 ) Net deferred tax assets $ --- $ --- |
LEASING COMMITMENTS
LEASING COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
LEASING COMMITMENTS | |
14. LEASING COMMITMENTS | The Company has two operating leases that expire in 2022 and 2025. Rent expense for the years ended December 31, 2020 and 2019, totaled $17,200 and $-0-, respectively. Future minimum payments under leases are as follows: 2021 $ 25,200 2022 19,800 2023 18,000 2024 18,000 2025 18,000 $ 99,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
15. SUBSEQUENT EVENTS | Regulation A Offering Since December 31, 2020, the Company has sold a total of 4,875,000 shares of its common stock for a total of $195,000, or $.04 per share, in cash, under the Regulation A Offering. Convertible Promissory Notes In January 2021, the Company obtained a loan from a third party which netted the Company $52,000 in proceeds. In consideration of such loan, the Company issued a $55,500.00 face amount convertible promissory note that bears interest at 12% per annum, with principal and interest due in January 2022. The Company has the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. Such convertible promissory note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after July 14, 2021. In February 2021, the Company obtained a loan from a third party which netted us $106,000 in proceeds. In consideration of such loan, the Company issued a $121,000.00 face amount promissory note, with OID of $15,000, that bears interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in August 2021. The Company has the right to repay such promissory note at any time. Should the Company default on such promissory note, it becomes convertible into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest closing bid price of the Company’s commons stock for the trading day immediately preceding either (a) the delivery of a notice of default, (b) the delivery of a notice of conversion resulting from such default or (c) the issue date of such promissory note. In addition, we issued 2,000,000 shares of our common stock to this lender as a commitment fee, which shares were valued at $0.0462 per share, or $92,400, in the aggregate. In February 2021, the Company obtained a loan from a third party which netted the Company $43,500 in proceeds. In consideration of such loan, the Company issued a $43,500.00 face amount convertible promissory note that bears interest at 12% per annum, with principal and interest due in January 2022. The Company has the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. Such convertible promissory note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after August 17, 2021. 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. Asset Purchase Agreement In February 2021, Big Sky American consummated the Big Sky APA, whereby purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana. At the closing of the Big Sky APA, Big Sky American delivered the remaining $180,000 in cash owed. Common Stock Issued for Services In January, February and March 2021, the Company issued a total of 150,000 shares (50,000 shares each month) of its common stock to a third-party consultant, which shares were valued at $0.0406 per share ($2,030, in the aggregate), $0.0534 per share ($2,670, in the aggregate) and $0.0436 per share ($2,180), respectively. In February 2021, we issued 2,000,000 shares of our common stock as a commitment fee, which shares were valued at $0.0462 per share, or $92,400, in the aggregate. Amendments of Articles of Incorporation In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. In April 2021, holders of approximately 58.32% of the Company’s common stock approved a change in the Company’s corporate name to “Black Bird Biotech, Inc.” Other Management has evaluated subsequent events through April 15, 2021, the date on which the financial statements were available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 12 Months Ended |
Dec. 31, 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 only a small capital surplus as of December 31, 2020. 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 2020. 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 or restricted cash as of December 31, 2020 and 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. At December 31, 2020, there were potentially dilutive securities of the Company outstanding; at December 31, 2019, there were no potentially dilutive securities of the Company outstanding. |
Related Parties | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
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 PARTIES (
LOANS PAYABLE RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LOANS PAYABLE - RELATED PARTIES | |
LOANS PAYABLE - RELATED PARTIES | Principal Amount Due Accrued Interest Amount Due Total Amount Due Name of Lender 12/31/20 12/31/19 12/31/20 12/31/19 12/31/20 12/31/19 EFT Holdings, Inc.* $ --- $ 634,323 $ --- $ 251,785 $ --- $ 886,108 EF2T, Inc. $ --- $ 105,250 $ --- $ 4,742 $ --- $ 109,992 Astonia LLC $ 4,470 $ 135,000 $ 161 $ 1,997 $ 4,631 $ 136,997 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of deffered tax assets | As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 417,673 $ 272,740 Less: valuation allowance (417,673 ) (272,740 ) Net deferred tax assets $ --- $ --- |
LEASING COMMITMENTS (Tables)
LEASING COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASING COMMITMENTS | |
Schedule of future minimum lease payments | 2021 $ 25,200 2022 19,800 2023 18,000 2024 18,000 2025 18,000 $ 99,000 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
Scedule of mitexstream agreement | New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
Valuation allowance against net deferred tax assets | 100.00% |
ACQUISITION OF BLACK BIRD POT_2
ACQUISITION OF BLACK BIRD POTENTIALS INC (Details Narrative) - Black Bird Potentials Inc. [Member] - January 1, 2020 [Member] | 12 Months Ended |
Dec. 31, 2020integershares | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 |
Number of directors | integer | 4 |
Shares issued to director as part of acquisition | 100,178,661 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021USD ($)shares | Nov. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)integer$ / sharesshares | Dec. 31, 2019USD ($) | |
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | |||
Price per share | $ / shares | $ .01 | $ .04 | ||
Commission to be paid to consulatation on sale of common stock, description | In addition to the issuance of such shares, the third-party consultants were paid a total of $6,200 in cash for website development and related services. The terms of these consulting agreements expire September 30, 2021. | |||
Common stock, shares sold | shares | 13,200,000 | |||
Proceeds from common stock shares sold | $ 528,000 | |||
Stock Issued During Period, Value, New Issues | $ 15,000 | |||
January 1, 2020 [Member] | Black Bird Potentials Inc. [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 120,000,000 | |||
Shares issued to director as part of acquisition | shares | 100,178,661 | |||
Number of directors | integer | 4 | |||
Common Stock Issued [Member] | March 2020 [Member] | ||||
Price per share | $ / shares | $ 0.08 | |||
Commission to be paid to consulatation on sale of common stock, description | In addition to the issuance of such shares, the third-party consultants were 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 expired September 30, 2020. | |||
Stock Issued During Period, Value, New Issues | $ 8,000 | |||
Stock Issued During Period, Shares, New Issues | shares | 100,000 | |||
Third Party [Member] | ||||
Stock Issued During Period, Shares, New Issues | shares | 2,000,000 | 125,000 | ||
Price per share | $ / shares | $ .02 | |||
Stock Issued During Period, Value, New Issues | $ 92,400 | |||
Common stock, shares issued for cash, amount | $ 2,500 | |||
EFT Holdings, Inc. [Member] | ||||
Common stock, shares issued for cash, amount | $ 251,785 | |||
Common stock shares cancelled of related party | shares | 79,265,000 | |||
EFT Holdings, Inc. [Member] | Debt Forgiveness Agreements [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 18,221,906 | |||
EF2T, Inc. [Member] | ||||
Common stock, shares issued for cash, amount | 4,742 | |||
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member] | ||||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,240,768 | |||
Astonia LLC [Member] | ||||
Common stock, shares issued for cash, amount | 1,997 | |||
Astonia LLC [Member] | Debt Forgiveness Agreements [Member] | ||||
Common stock, shares issued for cash, amount | $ 136,997 | $ 1,997 | ||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,831,661 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Stockholder receivable, shares | shares | 42,885 |
Stockholder receivable, value | $ | $ 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | |
May 31, 2020USD ($)ft² | Dec. 31, 2020USD ($)integershares | Dec. 31, 2019USD ($) | |
Interest rate | 10.00% | ||
Advances from related party | $ 4,470 | $ 0 | |
Grizzly Creek Farms, LLC [Member] | |||
Frequency of rent, Black Bird | Monthly | ||
Lease expiration date, Black Bird | December 2025 | ||
Leased area, Black Bird | ft² | 2,000 | ||
Lease rent, Black Bird | $ 1,500 | ||
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 | ||
Original MiteXstream Agreement [Member] | January 1, 2019 [Member] | |||
Exclusivity fess upon product purchase | $ 20,000 | ||
Term of agreement | The Original MiteXstream Agreement has an initial term of 10 years and a single 10-year renewal term. | ||
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 | ||
EF2T, Inc. [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 4,742 | ||
Interest rate | 5.00% | ||
Advances from related party | $ 64,500 | ||
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member] | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,240,768 | ||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | ||
Astonia LLC [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 1,997 | ||
Accrued and unpaid interest | $ 161 | ||
Interest rate | 5.00% | 5.00% | |
Advances from related party | $ 4,470 | $ 135,000 | |
Astonia LLC [Member] | Debt Forgiveness Agreements [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 136,997 | $ 1,997 | |
Interest rate | 5.00% | 5.00% | |
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,831,661 | ||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | ||
Common stock shares isseud upon indebtedness, principal and accrued interest, shares | shares | 2,831,661 | ||
EFT Holdings, Inc. [Member] | |||
Common stock shares isseud upon indebtedness, principal and accrued interest, amount | $ 251,785 | ||
Interest rate | 5.00% | ||
Advances from related party | $ 22,676 | ||
Loans due | $ 139,611 | ||
EFT Holdings, Inc. [Member] | Debt Forgiveness Agreements [Member] | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 18,221,906 | ||
Debt Conversion, Converted Instrument, Amount | $ 886,108 |
LOANS PAYABLE - THIRD PARTIES (
LOANS PAYABLE - THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Promissory note, description | The Company has the right to repay such convertible promissory note at a premium ranging from 120% to 145% of the face amount | |||
Debt instrument, maturity date | September 2021 | |||
Unamortized debt discount | $ 24,889 | |||
Loan discount | $ 3,872 | |||
Conversion price | 60.00% | |||
Debt instrument, face amount | $ 58,600 | |||
Loans payable - third parties | 104,500 | $ 0 | ||
Origional issuance discount | $ 4,100 | |||
Debt instrument, interest rate | 10.00% | |||
Accrued interest | $ 240 | |||
Unamortized debt discount | 3,871 | |||
Repayment of related party debt | 25,000 | 0 | ||
Interest paid | 3,000 | $ 0 | ||
Convertible Promissory Note [Member] | Third Party 2 [Member] | ||||
Debt instrument, maturity date | January 2021 | |||
Debt instrument, face amount | $ 25,000 | |||
Debt instrument, interest rate | 10.00% | |||
Accrued interest | 1,800 | |||
Loans payable - related party | $ 25,000 | |||
Unamortized debt discount | $ 1,666 | |||
Debt instrument, conversion price | $ .001 | |||
Convertible Promissory Note [Member] | Third Party 1 [Member] | ||||
Debt instrument, maturity date | January 2021 | |||
Debt instrument, face amount | $ 25,000 | |||
Debt instrument, interest rate | 10.00% | |||
Loans payable - related party | $ 25,000 | |||
Debt instrument, conversion price | $ .001 | |||
Repayment of related party debt | $ 25,000 | |||
Interest paid | $ 3,000 |
LOANS PAYABLE - RELATED PARTI_2
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Loan payable, principal | $ 58,600 | |
EFT Holdings, Inc. [Member] | ||
Loan payable, principal | 0 | $ 634,323 |
Interest payable | 0 | 251,785 |
Loan payable, total | 0 | 886,108 |
Astonia LLC [Member] | ||
Loan payable, principal | 4,470 | 135,000 |
Interest payable | 161 | 1,997 |
Loan payable, total | 4,631 | 136,997 |
EF2T, Inc. [Member] | ||
Loan payable, principal | 0 | 105,250 |
Interest payable | 0 | 4,742 |
Loan payable, total | $ 0 | $ 109,992 |
LOANS PAYABLE - RELATED PARTI_3
LOANS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest rate | 10.00% | |
Advances from related party | $ 4,470 | $ 0 |
EF2T, Inc. [Member] | ||
Interest rate | 5.00% | |
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 4,742 | |
Advances from related party | $ 64,500 | |
Astonia LLC [Member] | ||
Interest rate | 5.00% | 5.00% |
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 1,997 | |
Advances from related party | $ 4,470 | $ 135,000 |
Accrued and unpaid interest | $ 161 | |
EFT Holdings, Inc. [Member] | ||
Interest rate | 5.00% | |
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 251,785 | |
Advances from related party | 22,676 | |
Loans due | $ 139,611 | |
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 2,240,768 | |
Debt Conversion, Converted Instrument, Amount | $ 109,992 | |
Debt Forgiveness Agreements [Member] | Astonia LLC [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 2,831,661 | |
Debt Conversion, Converted Instrument, Amount | $ 136,997 | |
Interest rate | 5.00% | 5.00% |
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 136,997 | $ 1,997 |
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | |
Debt Conversion, Converted Instrument, Amount | $ 886,108 |
REGULATION A OFFERING (Details
REGULATION A OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | |
REGULATION A OFFERING (Details Narrative) | |||
Number of shares for regulation offering statement | 70,000,000 | ||
Proceeds from common stock shares sold | $ 528,000 | ||
Price per share | $ .04 | $ .01 | |
Common stock, shares sold | 13,200,000 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
REGULATION A OFFERING (Details Narrative) | |
Assets distributed in cash | $ 200,000 |
Non-refundable deposit | $ 20,000 |
Asset purchase agreement description | It was to purchase certain distribution-related assets associated with approximately 200 retail locations in Western Montana. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 417,673 | $ 272,740 |
Less: valuation allowance | (417,673) | (272,740) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Operating Loss Carryforwards | $ 1,988,000 | |
A description of each operating loss carryforward included in operating loss carryforward. | 2029 | |
Valuation allowance against net deferred tax assets | 100.00% | |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Reduced the corporate tax rate description | The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2018. | |
Effective Income Tax Rate Reconciliation, Percent | 80.00% |
LEASING COMMITMENTS (Details)
LEASING COMMITMENTS (Details) | Dec. 31, 2020USD ($) |
LEASING COMMITMENTS | |
2021 | $ 25,200 |
2022 | 19,800 |
2023 | 18,000 |
2024 | 18,000 |
2025 | 18,000 |
Total | $ 99,000 |
LEASING COMMITMENTS (Details Na
LEASING COMMITMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
LEASING COMMITMENTS | ||
Rent | $ 17,200 | $ 0 |
Operating leases description | Two operating leases that expire in 2022 and 2025 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | 1 Months Ended |
Feb. 28, 2021 | |
New MiteXstream Agreement [Member] | |
Term | December 31, 2080 |
Territory | Worldwide Exclusive (1) |
Royalty | $10.00 per gallon manufactured |
Minimums | 2,500 gallons of concentrate manufactured per year (2) |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2021 | Mar. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)ft² | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Common stock, shares sold | shares | 4,875,000 | ||||||||
Price per share | $ / shares | $ .01 | $ .04 | |||||||
Proceeds from common stock shares sold | $ 195,000 | ||||||||
Interest rate | 10.00% | ||||||||
Loans payable - related party | $ 0 | $ 874,573 | |||||||
Stock Issued During Period, Value, New Issues | $ 15,000 | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | ||||||||
Lease monthly rent | $ 17,200 | $ 0 | |||||||
Grizzly Creek Farms, LLC [Member] | |||||||||
Lease entity owned | ft² | 2,000 | ||||||||
Lease expired | Lease expires in December 2025. | ||||||||
Lease monthly rent | $ 1,500 | ||||||||
Third Party [Member] | |||||||||
Price per share | $ / shares | $ .02 | ||||||||
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 2,500 | ||||||||
Interest rate | 12.00% | ||||||||
Debt description | Principal and interest due in January 2022. The Company has the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. Such convertible promissory note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after August 17, 2021. | Principal and interest due in January 2022. The Company has the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. Such convertible promissory note may be converted into shares of the Company's common stock at a conversion price equal to the lower of 61% of the market price of the Company’s common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after July 14, 2021. | |||||||
Convertible notes payable | $ 121,000 | $ 55,500 | |||||||
Loans payable - related party | $ 52,000 | ||||||||
Increase the number of authorized shares | shares | 325,000,000 | ||||||||
Shareholders agreement | 58.32% | ||||||||
Stock Issued During Period, Value, New Issues | $ 92,400 | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,000,000 | 125,000 | |||||||
Subsequent Event [Member] | Big Sky America [Member] | |||||||||
Cash owed | $ 180,000 | ||||||||
Subsequent Event [Member] | Third Party [Member] | |||||||||
Price per share | $ / shares | $ 0.0462 | ||||||||
Common stock, shares issued for cash, shares | shares | 2,000,000 | ||||||||
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 92,400 | ||||||||
Interest rate | 9.00% | ||||||||
Debt description | OID of $15,000, that bears interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in August 2021. | ||||||||
Convertible notes payable | $ 121,000 | ||||||||
Loans payable - related party | $ 106,000 | ||||||||
Subsequent Event [Member] | Third Party 2 [Member] | |||||||||
Price per share | $ / shares | $ 0.0436 | $ 0.0534 | $ 0.0406 | $ 0.0436 | |||||
Common stock, shares issued for cash, shares | shares | 50,000 | 50,000 | 50,000 | 150,000 | |||||
Common stock shares issued upon indebtedness, principal and accrued interest, amount | $ 2,180 | $ 2,670 | $ 2,030 | ||||||
Subsequent Event [Member] | Third Party 1 [Member] | |||||||||
Interest rate | 12.00% | ||||||||
Convertible notes payable | $ 43,500 | ||||||||
Loans payable - related party | $ 43,500 |