Black Bird Biotech (BBBT) 10-Q 24 May 21 2021 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2021	May 21, 2021
Cover [Abstract]
Entity Registrant Name	Digital Development Partners, Inc.
Entity Central Index Key	0001409999
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		172,400,000
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 75,788	$ 52,974
Other current assets
Inventory	49,663	39,676
Pre-paid expenses	9,000	13,500
Total current assets	134,451	106,150
OTHER ASSETS
Deposit - asset purchase	0	20,000
Fixtures and equipment	14,957	0
Intangible asset	179,444	0
Total other assets	194,401	20,000
TOTAL ASSETS	328,852	126,150
Other current liabilities
Accounts payable and accrued liabilities	48,354	46,253
Accrued interest payable	2,265	2,201
Due to related party	773	4,470
Third-party notes payable, net of loan fees of $15,722 and debt discount of $74,589	213,289	45,617
Total current liabilities	269,151	98,541
TOTAL LIABILITIES	269,151	98,541
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 325,000,000 shares authorized, 171,950,000 and 164,925,000 shares issued and outstanding at March 31, 2021, and December 31, 2020, respectively	171,950	164,925
Stockholder receivable	(1,000)	(1,000)
Additional paid-in capital	906,865	703,353
Retained earnings (accumulated deficit)	(1,018,114)	(839,669)
Total stockholders' equity	59,701	27,609
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 328,852	$ 126,150

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current liabilities
Third-party notes payable, net of loan fees	$ 15,722
Third-party notes payable, debt discount	$ 74,589
STOCKHOLDERS' EQUITY
Common Stock, Shares Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	325,000,000	325,000,000
Common Stock, Shares, Issued	171,950,000	164,925,000
Common Stock, Shares, Outstanding	171,950,000	164,925,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Consolidated Statements of Operations (Unaudited)
Sales	$ 2,207	$ 5,903
Cost of goods sold	1,521	3,932
Gross profit (loss)	686	1,971
Expense
Consulting services	39,347	35,000
Website expense	3,014	878
Legal and professional services	38,673	23,325
Advertising and marketing	1,366	0
License fee	1,334	0
Rent	4,800	0
General and administrative	94,902	11,311
Total expenses	183,436	70,514
Net operating loss	(182,750)	(68,543)
Other expense
Amortization	(15,973)	0
Interest expense	(8,764)	(11)
Depreciation expense	(746)	0
Total other income (expense)	(25,483)	(11)
Profit (loss) before taxes	(208,233)	(68,554)
Income tax expense	0	0
Net profit (loss)	$ (208,233)	$ (68,554)
Net profit (loss) per common share
Basic	$ 0	$ 0
Diluted	$ 0	$ 0
Weighted average number of common shares outstanding:
Basic	168,305,277	150,013,186
Diluted	184,632,802	150,013,186

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock [Member]	Stockholder Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]
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, 2020		164,925,000
Balance, amount at Dec. 31, 2020	27,609	$ 164,925	(1,000)	703,353	(839,669)
Stock issued for services, shares		150,000
Stock issued for services, amount	6,880	$ 150	0	6,730	0
Net loss	(208,233)	0	0	0	(208,233)
Effect of adoption of ASU 2020-06	(26,555)	$ 0	0	(56,343)	29,788
Stock issued for cash, shares		4,875,000
Stock issued for cash, amount	195,000	$ 4,875	0	190,125	0
Stock issued for commitment fee, shares		2,000,000
Stock issued for commitment fee, amount	65,000	$ 2,000	0	63,000	0
Balance, shares at Mar. 31, 2021		171,950,000
Balance, amount at Mar. 31, 2021	$ 59,701	$ 171,950	$ (1,000)	$ 906,865	$ (1,018,114)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (208,233)	$ (68,554)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services	6,880	8,000
Amortization	15,973	0
Accumulated depreciation	746	0
Debt amortization	8,700	0
Prepaid consulting fees	4,500	0
Accrued interest	64	11
Inventory	(9,987)	(8,671)
Accrued expenses	2,101	2,986
Net cash used for operating activities	(179,256)	(66,228)
CASH FLOWS FROM INVESTING ACTIVITIES
Asset purchase	(180,000)	0
Purchase of furniture and equipment	(5,703)	0
Net cash used for investing activities	(185,703)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable - related party	0	3,000
Financing fees paid	(13,000)	0
Loans payable - third parties	205,000	0
Proceeds from issuance of common stock	195,000	0
Net advances from related party	773	0
Net cash provided by financing activities	387,773	3,000
Net increase (decrease) in cash and cash equivalents	22,814	(63,228)
Cash and cash equivalents at beginning of period	52,974	85,969
Cash and cash equivalents at end of period	75,788	22,741
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay related party debt	0	1,133,067
Common stock issued for commitment fee	65,000	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	0	0
Interest paid	$ 0	$ 3,000

BASIS OF PRESENTATION AND NATUR

BASIS OF PRESENTATION AND NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2021
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS	Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation. These unaudited interim consolidated financial statements, as of March 31, 2021, and for the three months ended March 31, 2021 and 2020, 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, 2021, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2021. 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, 2020, as filed with the Securities Exchange Commission. 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	3 Months Ended
	Mar. 31, 2021
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 March 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s activities will necessitate significant uses of working capital beyond 2021. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans. While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents and Restricted Cash Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2021, and December 31, 2020. Income Taxes The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Basic and Diluted Net Loss Per Share Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2021; there were no potential dilutive securities as of March 31, 2020. Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. Change in Accounting Principle In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company will adopt the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS. During the quarter ended March 31, 2021 the cumulative effect of the change on retained earnings is $29,788, additional paid-in-capital of $56,343 and notes payable of $26,555 as reflected in the accompanying financial statements. During the quarter ended March 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06.

ACQUISITION OF BLACK BIRD POTEN

ACQUISITION OF BLACK BIRD POTENTIALS INC	3 Months Ended
	Mar. 31, 2021
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, the presentation of the financial statements represents the continuation of Black Bird, the accounting acquirer, except for the legal capital structure. Historical shareholders’ equity of the Company, the accounting acquiree, has been adjusted to reflect the recapitalization. Retained earnings (deficit) of the Black Bird, the accounting acquirer have been carried forward after the acquisition and operations prior to the merger are those of Black Bird, the accounting acquirer. Earnings per share for periods prior to the merger have been adjusted to reflect the recapitalization.

COMMON STOCK

COMMON STOCK	3 Months Ended
	Mar. 31, 2021
COMMON STOCK
4. COMMON STOCK	Common Stock Issued for Cash During the three months ended March 31, 2021, the Company sold a total of 4,875,000 shares of its common stock for a total of $195,000, or $.04 per share, in cash, under its ongoing Regulation A Offering. Common Stock Issued for Services In February 2021, the Company issued 2,000,000 shares of its common stock to a third party as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate. Pursuant to a consulting agreement, in January, February and March 2021, the Company issued a total of 150,000 shares (50,000 shares each month) of its common stock to a third-party consultant, which shares were valued at $0.0406 per share ($2,030, in the aggregate), $0.0534 per share ($2,670, in the aggregate) and $0.0436 per share ($2,180), respectively. 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. The term of the consulting agreement expired in September 2020. 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

NEW MITEXSTREAM AGREEMENT

NEW MITEXSTREAM AGREEMENT	3 Months Ended
	Mar. 31, 2021
NEW MITEXSTREAM AGREEMENT
5. NEW MITEXSTREAM AGREEMENT	In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) (2) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement.

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT	3 Months Ended
	Mar. 31, 2021
ASSET PURCHASE AGREEMENT
6. ASSET PURCHASE AGREEMENT	In December 2020, a newly-formed subsidiary of the Company, Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), which distributes the Company’s Grizzly Creek Naturals CBD and other products, entered into an asset purchase agreement (the “Big Sky APA”), whereby it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash, in February 2021. The purchased assets consisted of $10,000 of furniture and equipment and $190,000 of an intangible asset, a customer list, which is being amortized over 18 months.

INTANGIBLE ASSET

INTANGIBLE ASSET	3 Months Ended
	Mar. 31, 2021
INTANGIBLE ASSET
7. INTANGIBLE ASSET	The Company has an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and is being amortized over 18 months. The Company recorded amortization expense in the amount of $10,556 for the period ended March 31, 2021. As of March 31, 2021, the intangible asset net of accumulated amortization is $179,444. Amortization expense for 2021 is estimated to be $105,556.

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	3 Months Ended
	Mar. 31, 2021
CONVERTIBLE PROMISSORY NOTES
8. 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 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 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 $0.065 with a 50% discount per share, or $65,000, 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 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.

STOCKHOLDER RECEIVABLE

STOCKHOLDER RECEIVABLE	3 Months Ended
	Mar. 31, 2021
STOCKHOLDER RECEIVABLE
9. STOCKHOLDER RECEIVABLE	At March 31, 2021 and 2020, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock.

AMENDMENT OF ARTICLES OF INCORP

AMENDMENT OF ARTICLES OF INCORPORATION	3 Months Ended
	Mar. 31, 2021
10. AMENDMENT OF ARTICLES OF INCORPORATION	In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports. In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021. See Note 14. Subsequent Events—Amendment of Articles of Incorporation.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
11. 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 Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company obtained no advances from related parties. Three Months Ended March 31, 2020 During the three months ended March 31, 2020, advances of $3,000 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 March 31, 2021 and 2020, the Company owed Astonia LLC $4,470 and $3,000 in principal, respectively, and $226 and $11 in accrued and unpaid interest, respectively.

LOANS PAYABLE - RELATED PARTIES

LOANS PAYABLE - RELATED PARTIES	3 Months Ended
	Mar. 31, 2021
LOANS PAYABLE - RELATED PARTIES
12. LOANS PAYABLE - RELATED PARTIES	Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company obtained a loan from a related party, EF2T, Inc. As of March 31, 2021, the Company owed EF2T, Inc. $773 in principal and $9 in accrued and unpaid interest. Three Months Ended March 31, 2020 During the three months ended March 31, 2020, the Company entered into three separate debt forgiveness agreements with related parties: EFT Holdings, Inc. EF2T, Inc. Astonia LLC During the three months ended March 31, 2020, advances of $3,000 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 March 31, 2020, the Company owed Astonia LLC $11 in accrued and unpaid interest.

REGIONAL DEVELOPMENT AND DISTRI

REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT	3 Months Ended
	Mar. 31, 2021
REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT
13. REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT	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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
SUBSEQUENT EVENTS
14. SUBSEQUENT EVENTS	Convertible Promissory Note In April 2021, the Company obtained a loan from a third party which netted the Company $68,750 in proceeds. In consideration of such loan, the Company issued a $68,750 face amount convertible promissory note that bears interest at 12% per annum, with principal and interest due in April 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 October 22, 2021. Amendment of Articles of Incorporation In April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” and submitted such filing to FINRA for approval thereof. Common Stock Issued for Services In April 2021, the Company issued 450,000 shares of its common stock to a third party consultant, which shares were valued at $0.038 per share, or $17,100, in the aggregate. Other Management has evaluated subsequent events through May 24, 2020.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies)	3 Months Ended
	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Going Concern	The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company also has a working capital deficit as of March 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s activities will necessitate significant uses of working capital beyond 2021. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans. While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Use of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Cash and Cash Equivalents and Restricted Cash	Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of March 31, 2021, and December 31, 2020.
Income Taxes	The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Basic and Diluted Net Loss Per Share	Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of March 31, 2021; there were no potential dilutive securities as of March 31, 2020.
Related Parties	A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Recent Accounting Pronouncements	In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.
Change in Accounting Principle	In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company will adopt the if-converted method for calculating EPS and the modified retrospective method as the transition method. The if-converted method assumes that the conversion of convertible securities occurs at the beginning of the reporting period and the modified retrospective recognizes the cumulative effect of the change as an adjustment to the beginning balance of retained earnings as of the date of adoption. Under the modified-retrospective method, no adjustment should be made to the comparative-period information including EPS. During the quarter ended March 31, 2021 the cumulative effect of the change on retained earnings is $29,788, additional paid-in-capital of $56,343 and notes payable of $26,555 as reflected in the accompanying financial statements. During the quarter ended March 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06.

NEW MITEXSTREAM AGREEMENT (Tabl

NEW MITEXSTREAM AGREEMENT (Tables)	3 Months Ended
	Mar. 31, 2021
NEW MITEXSTREAM AGREEMENT
Schedule of new MiteXstream agreement	New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream”

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Valuation allowance against net deferred tax assets	100.00%
Retained earnings	$ (29,788)
Additional paid-in-capital	56,343
Notes payable	$ 26,555

ACQUISITION OF BLACK BIRD POT_2

ACQUISITION OF BLACK BIRD POTENTIALS INC (Details Narrative) - Black Bird Potentials Inc. [Member] - January 1, 2020 [Member]	3 Months Ended
	Mar. 31, 2021integershares
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	120,000,000
Number of directors | integer	4
Shares issued to directors as part of acquisition	100,178,661

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)integer$ / sharesshares	Mar. 31, 2020USD ($)shares
Common stock, shares sold	4,875,000
Price per share | $ / shares	$ .04
Common stock, shares	150,000
Proceeds from common stock shares sold | $	$ 195,000
Consultant [Member]
Price per share | $ / shares	$ .08
Common stock, shares	100,000
Aggregate value | $	$ 8,000
EFT Holdings, Inc. [Member]
Common stock shares cancelled of related party	79,265,000
EFT Holdings, Inc. [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Amount | $	$ 886,108	$ 886,108
Debt Conversion, Converted Instrument, Shares Issued	18,221,906	18,221,906
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Amount | $	$ 109,992	$ 109,992
Debt Conversion, Converted Instrument, Shares Issued	2,240,768	2,240,768
Astonia LLC [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Amount | $	$ 136,997	$ 136,997
Debt Conversion, Converted Instrument, Shares Issued	2,831,661	2,831,661
January 1, 2020 [Member] | Black Bird Potentials Inc. [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	120,000,000
Shares issued to directors as part of acquisition	100,178,661
Number of directors | integer	4
January 2021 [Member]
Price per share | $ / shares	$ 0.0406
Common stock, shares	50,000
Aggregate value | $	$ 2,030
February 2021 [Member]
Price per share | $ / shares	$ 0.0534
Common stock, shares	50,000
Aggregate value | $	$ 2,670
Aggregate value of shares issued as commitment fee | $	$ 65,000
Shares value | $ / shares	$ 0.065
Discount rate	50.00%
Common stock issued for services, shares	2,000,000
March 2021 [Member]
Price per share | $ / shares	$ 0.0436
Common stock, shares	50,000
Aggregate value | $	$ 2,180

NEW MITEXSTREAM AGREEMENT (Deta

NEW MITEXSTREAM AGREEMENT (Details)	1 Months Ended
	Feb. 28, 2021
New MiteXstream Agreement [Member]
Term	December 31, 2080
Territory	Worldwide Exclusive	[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”
[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.

ASSET PURCHASE AGREEMENT (Detai

ASSET PURCHASE AGREEMENT (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)
Intangible asset	$ 190,000
Amortized period	18 months
December 2020 [Member]
Furniture and equipment	$ 10,000
Intangible asset	$ 190,000
Amortized period	18 months
February 2021 [Member]
Assets distributed in cash	$ 200,000
Asset purchase agreement description	It purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana.

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Intangible asset related to the purchase of product distribution assets	$ 190,000
Intangible asset	179,444	$ 0
Amortization expense net	$ 105,556
Amortized period	18 months
Amortization expense	$ 10,556

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 28, 2021	Jan. 31, 2021	Mar. 31, 2021
Price per share			$ .04
Common stock, shares issued for cash, shares			150,000
Third Party [Member]
Price per share	$ 0.065
Discount rate	50.00%
Interest due date		Jan. 31, 2022
Conversion price, description	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.
Common stock, shares issued for cash, shares	2,000,000
Interest rate	9.00%	12.00%
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	$ 55,500
Loans payable - related party	106,000	$ 52,000
Aggregate value	$ 65,000
Third Party [Member] | Minimum [Member]
Convertible promissory note premium	125.00%	125.00%
Third Party [Member] | Maximum [Member]
Convertible promissory note premium	145.00%	145.00%
Third Party 1 [Member]
Interest due date	Jan. 31, 2022
Interest rate	12.00%
Convertible notes payable	$ 43,500
Loans payable - related party	$ 43,500

STOCKHOLDER RECEIVABLE (Details

STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stockholder receivable, shares	42,885	42,885
Stockholder receivable, value	$ 1,000	$ 1,000

AMENDMENT OF ARTICLES OF INCO_2

AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - shares	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN
Common Stock, Shares Authorized	325,000,000	325,000,000	325,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)integershares	Mar. 31, 2020USD ($)shares	Dec. 31, 2020USD ($)
Advances from related party	$ 0	$ 3,000
Black Bird Potentials Inc. [Member] | January 1, 2020 [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	120,000,000
Number of directors | integer	4
Shares issued to directors as part of acquisition | shares	100,178,661
Astonia LLC [Member]
Advances from related party		3,000
Accrued and unpaid interest	$ 226	$ 11	$ 11
Interest rate		5.00%	5.00%
Related party debt, principal amount	$ 4,470	$ 3,000
Astonia LLC [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Shares Issued | shares	2,831,661	2,831,661
Debt Conversion, Converted Instrument, Amount	$ 136,997	$ 136,997
EFT Holdings, Inc. [Member]
Common stock shares cancelled of related party | shares	79,265,000
EFT Holdings, Inc. [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Shares Issued | shares	18,221,906	18,221,906
Debt Conversion, Converted Instrument, Amount	$ 886,108	$ 886,108
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member]
Debt Conversion, Converted Instrument, Shares Issued | shares	2,240,768	2,240,768
Debt Conversion, Converted Instrument, Amount	$ 109,992	$ 109,992

LOANS PAYABLE - RELATED PARTI_2

LOANS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Advances from related party	$ 0	$ 3,000
Related party debt, principal amount	773		$ 4,470
EF2T, Inc. [Member]
Related party debt, principal amount	773
Related party debt for accrued and unpaid interest	9
Astonia LLC [Member]
Advances from related party		$ 3,000
Interest rate		5.00%	5.00%
Accrued and unpaid interest	$ 226	$ 11	$ 11
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member]
Debt Conversion, Converted Instrument, Shares Issued	18,221,906	18,221,906
Debt Conversion, Converted Instrument, Amount	$ 886,108	$ 886,108
Debt Forgiveness Agreements [Member] | EF2T, Inc. [Member]
Debt Conversion, Converted Instrument, Shares Issued	2,240,768	2,240,768
Debt Conversion, Converted Instrument, Amount	$ 109,992	$ 109,992
Debt Forgiveness Agreements [Member] | Astonia LLC [Member]
Debt Conversion, Converted Instrument, Shares Issued	2,831,661	2,831,661
Debt Conversion, Converted Instrument, Amount	$ 136,997	$ 136,997

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Apr. 30, 2021	Feb. 28, 2021	Jan. 31, 2021	Mar. 31, 2021
Common stock, shares issued for cash, shares				150,000
Price per share				$ .04
Third Party [Member]
Interest rate		9.00%	12.00%
Convertible notes payable		$ 121,000	$ 55,500
Loans payable - related party		$ 106,000	$ 52,000
Common stock, shares issued for cash, shares		2,000,000
Price per share		$ 0.065
Third Party [Member] | Minimum [Member]
Convertible promissory note premium		125.00%	125.00%
Third Party [Member] | Maximum [Member]
Convertible promissory note premium		145.00%	145.00%
Third Party [Member] | Subsequent Events [Member]
Debt instrument conversion price, description	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 October 22, 2021.
Interest rate	12.00%
Convertible notes payable	$ 68,750
Loans payable - related party	68,750
Common stock, shares issued for cash, amount	$ 17,100
Common stock, shares issued for cash, shares	450,000
Price per share	$ 0.038
Third Party [Member] | Subsequent Events [Member] | Minimum [Member]
Convertible promissory note premium	125.00%
Third Party [Member] | Subsequent Events [Member] | Maximum [Member]
Convertible promissory note premium	145.00%