Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 23, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Black Bird Biotech, Inc. | |
Entity Central Index Key | 0001409999 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 190,580,461 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-52828 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0521119 | |
Entity Address Address Line 1 | 3505 Yucca Drive | |
Entity Address Address Line 2 | Suite 104 | |
Entity Address City Or Town | Flower Mound | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 75028 | |
City Area Code | 833 | |
Local Phone Number | 223-4204 | |
Amendment Description | The sole purpose of this Amendment No. 1 (the “Amended Filing”) to Black Bird Biotech, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the Securities and Exchange Commission on August 23, 2020 (the “Original Filing”), is to furnish Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB, Exhibit 101.PRE and Exhibit 104 (Cover Page Interactive Data File), which exhibits consist of the following financial statements from the Original Filing, formatted in XBRL (eXtensible Business Reporting Language): |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 66,746 | $ 52,974 |
Other current assets | ||
Accounts receivable | 4,773 | 39,676 |
Inventory | 75,743 | 13,500 |
Pre-paid expenses | 230,889 | |
Total current assets | 378,151 | 106,150 |
OTHER ASSETS | ||
Deposit - asset purchase | 0 | 20,000 |
Fixtures and equipment | 13,838 | 0 |
Intangible asset | 147,778 | 0 |
Total other assets | 161,616 | 20,000 |
TOTAL ASSETS | 539,767 | 126,150 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 47,142 | 46,253 |
Accrued interest payable | 14,488 | 2,201 |
Due to related party | 48,975 | 4,470 |
Third-party notes payable, net of loan fees of $48,625 and debt discount of $8,750 | 256,375 | 45,617 |
Total current liabilities | 366,980 | 98,541 |
TOTAL LIABILITIES | 366,980 | 98,541 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 325,000,000 shares authorized, 184,025,000 and 164,925,000 shares issued and outstanding at June 30, 2021, and December 31, 2020, respectively | 184,025 | 164,925 |
Stockholder receivable | (1,000) | (1,000) |
Additional paid-in capital | 1,273,690 | 703,353 |
Retained earnings (accumulated deficit) | (1,283,928) | (839,669) |
Total stockholders' equity | 172,787 | 27,609 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 539,767 | $ 126,150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current liabilities | ||
Third-party notes payable, net of loan fees | $ 48,625 | $ 8,750 |
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 | 184,025,000 | 164,925,000 |
Common Stock, Shares, Outstanding | 184,025,000 | 164,925,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements of Operations (Unaudited) | ||||
Sales | $ 33,005 | $ 29,971 | $ 35,212 | $ 35,874 |
Cost of goods sold | 22,110 | 9,333 | 23,631 | 13,265 |
Gross profit (loss) | 10,895 | 20,638 | 11,581 | 22,609 |
Expense | ||||
Consulting services | 78,440 | 4,299 | 117,787 | 39,299 |
Website expense | 6,913 | 2,456 | 9,927 | 3,334 |
Legal and professional services | 5,100 | 19,625 | 43,773 | 42,950 |
Product distribution and development costs | 0 | 4,121 | 0 | 4,121 |
Beneficial conversion expense | 0 | 6,664 | 0 | 6,664 |
Advertising and marketing | 3,712 | 0 | 5,078 | 0 |
License fee | 335 | 0 | 1,669 | 0 |
Rent | 1,860 | 0 | 6,660 | 0 |
General and administrative | 98,657 | 20,018 | 193,559 | 31,329 |
Total expenses | 195,017 | 57,183 | 378,453 | 127,697 |
Net operating loss | (184,122) | (36,545) | (366,872) | (105,088) |
Other expense | ||||
Amortization | (31,667) | (42,222) | ||
Interest expense | (48,907) | (50) | (63,089) | (61) |
Depreciation expense | (1,118) | (1,864) | ||
Total other income (expense) | (81,692) | (50) | (107,175) | (61) |
Profit (loss) before taxes | (265,814) | (36,595) | (474,047) | (105,149) |
Income tax expense | 0 | 0 | ||
Net profit (loss) | $ (265,814) | $ (36,595) | $ (474,047) | $ (105,149) |
Net profit (loss) per common share | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||||
Weighted average Basic | 175,735,164 | 150,164,560 | 172,040,746 | 150,088,874 |
Weighted average Diluted | 192,758,214 | 150,164,560 | 188,368,033 | 150,088,874 |
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 | $ (79,265) | 0 | 79,265 | 0 | |
Stock issued for debt cancellation, shares | 23,294,335 | ||||
Stock issued for debt cancellation, amount | 1,133,097 | $ 23,294 | 0 | 1,109,803 | 0 |
Effect of issuance related to acquisition of Black Bird Potentials Inc., shares | 120,000,000 | ||||
Effect of issuance related to acquisition of Black Bird Potentials Inc., amount | 114,945 | $ 120,000 | (1,000) | (4,055) | 0 |
Inventory contributed to additional paid-in capital by related party | 399 | $ 0 | 0 | 399 | 0 |
Stock issued for services, shares | 100,000 | ||||
Stock issued for services, amount | 8,000 | $ 100 | 0 | 7,900 | 0 |
Net loss | (68,554) | $ 0 | 0 | 0 | (68,554) |
Balance, shares at Mar. 31, 2020 | 150,100,000 | ||||
Balance, amount at Mar. 31, 2020 | 47,092 | $ 150,100 | (1,000) | 8,682,258 | (8,784,266) |
Balance, shares at Dec. 31, 2019 | 85,970,665 | ||||
Balance, amount at Dec. 31, 2019 | (1,140,795) | $ 85,971 | 0 | 7,488,946 | (8,715,712) |
Net loss | (105,149) | ||||
Balance, shares at Jun. 30, 2020 | 150,225,000 | ||||
Balance, amount at Jun. 30, 2020 | 42,987 | $ 150,125 | (1,000) | 8,714,623 | (8,820,861) |
Balance, shares at Mar. 31, 2020 | 150,100,000 | ||||
Balance, amount at Mar. 31, 2020 | 47,092 | $ 150,100 | (1,000) | 8,682,258 | (8,784,266) |
Net loss | (36,595) | $ 0 | 0 | 0 | (36,595) |
Stock issued for cash, shares | 125,000 | ||||
Stock issued for cash, amount | 2,500 | $ 125 | 0 | 2,375 | 0 |
Beneficial conversion related to convertible debt | 29,990 | $ 0 | 0 | 29,990 | 0 |
Balance, shares at Jun. 30, 2020 | 150,225,000 | ||||
Balance, amount at Jun. 30, 2020 | 42,987 | $ 150,125 | (1,000) | 8,714,623 | (8,820,861) |
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) |
Stock issued for cash, shares | 4,875,000 | ||||
Stock issued for cash, amount | 195,000 | $ 4,875 | 0 | 190,125 | 0 |
Effect of adoption of ASU 2020-06 | (26,555) | $ 0 | 0 | (56,343) | 29,788 |
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) |
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) |
Net loss | (474,047) | ||||
Balance, shares at Jun. 30, 2021 | 184,025,000 | ||||
Balance, amount at Jun. 30, 2021 | 172,787 | $ 184,025 | (1,000) | 1,273,690 | (1,283,928) |
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) |
Stock issued for services, shares | 8,000,000 | ||||
Stock issued for services, amount | 250,400 | $ 8,000 | 0 | 242,400 | 0 |
Net loss | (265,814) | $ 0 | 0 | 0 | (265,814) |
Stock issued for cash, shares | 3,125,000 | ||||
Stock issued for cash, amount | 100,000 | $ 3,125 | 0 | 96,875 | 0 |
Stock issued for services other, shares | 450,000 | ||||
Stock issued for services other, amount | 13,500 | $ 450 | 0 | 13,050 | 0 |
Stock issued for services period, shares | 500,000 | ||||
Stock issued for services period, amount | 15,000 | $ 500 | 0 | 14,500 | 0 |
Balance, shares at Jun. 30, 2021 | 184,025,000 | ||||
Balance, amount at Jun. 30, 2021 | $ 172,787 | $ 184,025 | $ (1,000) | $ 1,273,690 | $ (1,283,928) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (474,047) | $ (105,149) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services | 68,391 | 8,000 |
Non-cash beneficial conversion expense | 0 | 6,664 |
Amortization | 42,222 | 0 |
Accumulated depreciation | 1,864 | 0 |
Accounts receivable | (4,773) | 0 |
Amortization of financing fees | 50,803 | 0 |
Debt amortization | 0 | |
Prepaid expense | 0 | 0 |
Accrued interest | 12,287 | 61 |
Inventory | (36,067) | (31,845) |
Accrued expenses | 889 | 4,903 |
Net cash used for operating activities | (338,431) | (117,366) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Machinery and equipment | 0 | (519) |
Asset purchase | (180,000) | 0 |
Purchase of furniture and equipment | (5,702) | |
Net cash used for investing activities | (185,702) | (519) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loans payable - related party | 0 | 6,670 |
Financing fees paid | (16,750) | 0 |
Proceeds from loan payable | 273,750 | 50,000 |
Proceeds from issuance of common stock | 295,000 | 2,500 |
Net advances from related party | 44,505 | 0 |
Repayment of note payable | (58,600) | |
Net cash provided by financing activities | 537,905 | 59,170 |
Net increase (decrease) in cash and cash equivalents | 13,772 | (58,715) |
Cash and cash equivalents at beginning of period | 52,974 | 85,969 |
Cash and cash equivalents at end of period | 66,746 | 27,254 |
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 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | |
Interest paid | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | |
1. 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 June 30, 2021, and for the six months ended June 30, 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 six months ended June 30, 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 Black Bird Biotech, Inc. (formerly Digital Development Partners, Inc.) (the “Company”) was incorporated in the State of Nevada in 2006 under the name “Cyprium Resources Inc.”, which was changed to “Digital Development Partners, Inc.” in August 2009. Effective June 14, 2021, the Company’s name change to “Black Bird Biotech, Inc.” Through 2014, the Company was involved, first, in the mining industry and, then, in the communications industry. From 2015 until the January 1, 2020 acquisition of Black Bird Potentials Inc., a Wyoming corporation (“BB Potentials”), the Company was a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. The Company’s Board of Directors has adopted the business plan of BB Potentials and the Company’s ongoing operations now include those of BB Potentials. References to “the Company” include BB Potentials, as well as its other wholly-owned subsidiaries: Big Sky American Dist., LLC, a Montana limited liability company, and Black Bird Hemp Manager, LLC, a Montana limited liability company. The 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 | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
2. 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 June 30, 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 June 30, 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 June 30, 2021 and 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 six months ended June 30, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2021 | |
ACQUISITION OF BLACK BIRD POTENTIALS INC | |
3. 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 (BB Potentials), pursuant to which BB Potentials became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Due to the effects of the “reverse merger” acquisition of BB Potentials occurring effective January 1, 2020, in accordance with ASC 805 Business Combinations, the presentation of the financial statements represents the continuation of BB Potentials, the accounting acquirer, except for the legal capital structure. Historical shareholders’ equity of the Company, the accounting acquiree, has been adjusted to reflect the recapitalization. Retained earnings (deficit) of the BB Potentials, the accounting acquirer have been carried forward after the acquisition and operations prior to the merger are those of BB Potentials, the accounting acquirer. Earnings per share for periods prior to the merger have been adjusted to reflect the recapitalization. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2021 | |
COMMON STOCK | |
4. COMMON STOCK | 4. COMMON STOCK Common Stock Issued for Cash During the six months ended June 30, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 3,125,000 shares of its common stock for a total of $100,000, or $0.032 per share, in cash, under its Regulation A Offering. Common Stock Issued for Services 2021 In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate. In May 2021, the Company issued 8,000,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $.0313 per share, or $250,400, in the aggregate. The term of the consulting agreement expires in May 2022. In April 2021, the Company issued 450,000 shares of common stock to a third-party consultant pursuant to a consulting agreement, which shares were valued at $0.03 per share, or $13,500, in the aggregate. The term of the consulting agreement expired in June 2021. In February 2021, the Company issued 2,000,000 shares of its common stock to a third party as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate. Pursuant to a consulting agreement, in January, February and March 2021, the Company issued a total of 150,000 shares (50,000 shares each month) of its common stock to a third-party consultant, which shares were valued at $0.0406 per share ($2,030, in the aggregate), $0.0534 per share ($2,670, in the aggregate) and $0.0436 per share ($2,180, in the aggregate), respectively. 2020 In March 2020, the Company issued 100,000 shares of common stock to two third-party consultants pursuant to a consulting agreement, which shares were valued at $0.08 per share, or $8,000, in the aggregate. The term of the consulting agreement expired in September 2020. Acquisition of BB Potentials Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Stock Cancellation Agreement In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc. Debt Forgiveness Agreements In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows: EFT Holdings, Inc. EF2T, Inc. Astonia LLC. |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 6 Months Ended |
Jun. 30, 2021 | |
NEW MITEXSTREAM AGREEMENT | |
5. NEW MITEXSTREAM AGREEMENT | 5. NEW MITEXSTREAM AGREEMENT In February 2021, BB Potentials entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand BB Potentials’ rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) (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 | 6 Months Ended |
Jun. 30, 2021 | |
ASSET PURCHASE AGREEMENT | |
6. 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 consumer products in Western Montana, 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 | 6 Months Ended |
Jun. 30, 2021 | |
INTANGIBLE ASSET | |
7. 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 $42,222 for the six months ended June 30, 2021. As of June 30, 2021, the intangible asset net of accumulated amortization is $147,778. Amortization expense for 2021 is estimated to be $105,556. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE PROMISSORY NOTES | |
8. CONVERTIBLE PROMISSORY NOTES | 8. CONVERTIBLE PROMISSORY NOTES GPL Ventures LLC. At June 30, 2020, accrued interest on the GPL Note was $417. In November 2020, the GPL Note, including accrued interest, was repaid in full in the amount of $28,000 ($25,000 in principal and $3,000 in interest). Tri-Bridge Ventures LLC. At June 30, 2021 and 2020, accrued interest on the Tri-Bridge Note was $2,917 and $417, respectively. At June 30, 2021, the Tri-Bridge Note was past due. EMA Financial, LLC. In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium. Power Up Lending Group Ltd. At June 30, 2021, no portion of the Power Up Note #1 had been repaid by the Company. Subsequent to June 30, 2021, during July 2021, the Power Up Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows (See Note 14. Subsequent Events) Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 SE Holdings, LLC. At June 30, 2021, no portion of the SE Holdings Note had been repaid by the Company. Power Up Lending Group Ltd. At June 30, 2021, no portion of the Power Up Note #2 had been repaid by the Company. Power Up Lending Group Ltd. At June 30, 2021, no portion of the Power Up Note #3 had been repaid by the Company. |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDER RECEIVABLE | |
9. STOCKHOLDER RECEIVABLE | 9. STOCKHOLDER RECEIVABLE At June 30, 2021, and December 31, 2020, cash relating to a stockholder receivable of BB Potentials for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of BB Potentials. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION | 6 Months Ended |
Jun. 30, 2021 | |
AMENDMENT OF ARTICLES OF INCORPORATION | |
10. AMENDMENT OF ARTICLES OF INCORPORATION | 10. AMENDMENTS OF ARTICLES OF INCORPORATION In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports. In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. In April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” and submitted such filing to FINRA for approval thereof, which amendment became effective June 14, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
11. RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Acquisition of BB Potentials Effective January 1, 2020, the Company consummated the Merger Agreement with BB Potentials. Pursuant to the Merger Agreement, the Company issued 120,000,000 shares of its common stock to the shareholders of BB Potentials and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 100,178,661 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Stock Cancellation Agreement In conjunction with the Merger Agreement, the Company entered into a cancellation of stock agreement with its former majority shareholder, EFT Holdings, Inc., whereby it cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc. Debt Forgiveness Agreements In conjunction with the Merger Agreement, the Company entered into debt forgiveness agreements with related parties, as follows: EFT Holdings, Inc. EF2T, Inc. Astonia LLC. Advances from Related Parties Six Months Ended June 30, 2021. In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At June 30, 2021, $50,000 of such loan had been repaid and we owed Mr. Newlan $43,697.70. At June 30, 2021, the Company owed EF2T, Inc. $773 and Astonia LLC $4,470. Six Months Ended June 30, 2020. Stock Issued for Bonus In June 2021, the Company issued 500,000 shares of common stock to its Chief Financial Officer and Director, William E. Sluss, as a retention bonus, which shares were valued at $0.03 per share, or $15,000, in the aggregate. New MiteXstream Agreement In February 2021, BB Potentials entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand BB Potentials’ rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement: New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) (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. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
LOANS PAYABLE - RELATED PARTIES | |
12. LOANS PAYABLE - RELATED PARTIES | 12. LOANS PAYABLE - RELATED PARTIES Six Months Ended June 30, 2021. In June 2021, Mr. Newlan advanced the sum of $93,732.70 to the Company. The funds were used to repay the EMA Financial Note (the total repayment amount was $93,697.70: $61,119.80 in principal; $3,499.30 in interest; and $29,078.60 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At June 30, 2021, $50,000 of such loan had been repaid and we owed Mr. Newlan $43,697.70. Six Months Ended June 30, 2020. EFT Holdings, Inc. EF2T, Inc. Astonia LLC. During the six months ended June 30, 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 June 30, 2021 and 2020, the Company owed Astonia LLC $4,470 and $4,470 in principal, respectively, and $321 and $61 in accrued and unpaid interest, respectively. |
REGIONAL DEVELOPMENT AND DISTRI
REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT | 6 Months Ended |
Jun. 30, 2021 | |
REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT | |
13. REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT | 13. REGIONAL DEVELOPMENT AND DISTRIBUTION AGREEMENT In March 2020, BB Potentials entered into a regional development and distribution agreement with Northland Partners, LLC (the “Tri-State Distributor”), who will focus on distribution of BB Potentials’ products in North Dakota, South Dakota and Minnesota. Tri-State Distributor has the right to distribute BB Potentials’s products anywhere in the United States. Due to local restrictions relating to the COVID-19 pandemic, as of June 30, 2021, the Tri-State Distributor had not yet begun its distribution efforts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
14. SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Consulting Agreement In July 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue 167,000 shares of its common stock for each month of the six-month term of such agreement, a total of 1,002,000 shares. Common Stock Issued for Cash In July 2021, the Company sold a total of 1,562,500 shares of its common stock for a total of $50,000, or $0.032 per share, in cash, under its Regulation A Offering. Common Stock Issued for Services In July 2021, the Company issued 1,002,000 shares of its common stock to a third party consultant, which shares were valued at $0.039 per share, or $39,078, in the aggregate. Common Stock Issued Under Convertible Promissory Note Subsequent to June 30, 2021,during July 2021, the Power Up Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 Termination of Regulation A Offering In August 2021, the Company’s Offering Statement on Form 1-A (File No. 254-11215), which was qualified by the SEC on August 4, 2020, expired. Convertible Promissory Note Power Up Lending Group Ltd. Other Management has evaluated subsequent events through August 23, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 2021 and 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 six months ended June 30, 2021, the cumulative effect of the changes on retained earnings is $29,788, additional paid-in-capital is $56,343 and notes payable is $26,555, as reflected in the accompanying financial statements. During the six months ended June 30, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 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” |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE PROMISSORY NOTES (Tables) | |
Schedule of Convertible notes payables | Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule of new MiteXstream agreement | New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
Schedule of Convertible notes payables | Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0162 925,926 $ 20,000 $ 0.0143 1,398,601 $ 20,500 $ 0.0143 1,666,434 Total Converted: $55,500 Total Shares: 3,990,961 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Valuation allowance against net deferred tax assets | 100.00% | |
Effect of adoption of ASU 2020-06 | $ (26,555) | |
Additional Paid-in Capital [Member] | ||
Effect of adoption of ASU 2020-06 | $ (56,343) | |
Retained Earnings [Member] | ||
Effect of adoption of ASU 2020-06 | 29,788 | |
Notes Payable [Member] | ||
Effect of adoption of ASU 2020-06 | $ (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] | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended | |
Jun. 30, 2021USD ($)integer$ / sharesshares | Jun. 30, 2020USD ($)shares | |
Common stock, shares sold | 4,875,000 | |
Price per share | $ / shares | $ 0.04 | |
Common stock, shares | 3,125,000 | |
shares price | $ / shares | $ 0.032 | |
Proceeds from common stock shares sold | $ | $ 195,000 | |
Common stock, amount | $ | $ 100,000 | |
Consulting Agreements [Member] | ||
Common stock, shares | 150,000 | |
Chief Financial Officer [Member] | ||
Price per share | $ / shares | $ 0.03 | |
Common stock, shares | 500,000 | |
Common stock, amount | $ | $ 15,000 | |
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 | |
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | |
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ | $ 109,992 | |
Debt Conversion, Converted Instrument, Shares Issued | 2,240,768 | |
Astonia LLC [Member] | Debt Forgiveness Agreements [Member] | ||
Debt Conversion, Converted Instrument, Amount | $ | $ 136,997 | |
Debt Conversion, Converted Instrument, Shares Issued | 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 | |
May 2021 [Member] | ||
Price per share | $ / shares | $ 0.0313 | |
Common stock, shares | 8,000,000 | |
Common stock, amount | $ | $ 250,400 | |
April 2021 [Member] | ||
Price per share | $ / shares | $ 0.03 | |
Common stock, shares | 450,000 | |
Common stock, amount | $ | $ 13,500 | |
March 2020 [Member] | Consultants [Member] | ||
Price per share | $ / shares | $ 0.08 | |
Common stock, shares | 100,000 | |
Common stock, amount | $ | $ 8,000 | |
January 2021 [Member] | ||
Price per share | $ / shares | $ 0.0406 | |
Common stock, shares | 50,000 | |
Common stock, amount | $ | $ 2,030 | |
February 2021 [Member] | ||
Price per share | $ / shares | $ 0.0534 | |
Common stock, shares | 50,000 | |
Common stock, amount | $ | $ 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 | |
Common stock, amount | $ | $ 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 |
Royalty | $10.00 per gallon manufactured |
Minimums | 2,500 gallons of concentrate manufactured per year |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Intangible asset | $ 190,000 |
Amortized period | 18 years |
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 |
December 2020 [Member] | |
Intangible asset | $ 190,000 |
Amortized period | 18 months |
Furniture and equipment | $ 10,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSET | ||
Intangible asset related to the purchase of product distribution assets | $ 190,000 | |
Intangible asset | 147,778 | $ 0 |
Amortization expense net | $ 105,556 | |
Amortized period | 18 years | |
Amortization expense | $ 42,222 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - Subsequent Event [Member] - Power Up Note #1 | Jul. 31, 2021USD ($)$ / sharesshares |
Amount Converted | $ | $ 55,500 |
Number Shares | shares | 3,990,961 |
Promissory Note [Member] | |
Amount Converted | $ | $ 15,000 |
Number Shares | shares | 925,926 |
Conversion Price Per Share | $ / shares | $ 0.0162 |
Promissory Note One [Member] | |
Amount Converted | $ | $ 20,000 |
Number Shares | shares | 1,398,601 |
Conversion Price Per Share | $ / shares | $ 0.0143 |
Promissory Note Two [Member] | |
Amount Converted | $ | $ 20,500 |
Number Shares | shares | 1,666,434 |
Conversion Price Per Share | $ / shares | $ 0.0143 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accrued interest | $ 12,287 | $ 61 | |||||||
Common stock, shares issued for cash, shares | 3,125,000 | ||||||||
Price per share | $ 0.04 | $ 0.04 | |||||||
EMA Note | |||||||||
Accrued interest | $ 3,499 | ||||||||
Repayment of principal amount | 61,119 | ||||||||
Prepayment of premium amount | 29,078 | ||||||||
Total repayment amount | 93,697 | ||||||||
Principal amount | $ 25,000 | ||||||||
Promissory note with OID | $ 4,100 | ||||||||
Loans payable - related party | $ 50,000 | ||||||||
Interest rate | 10.00% | ||||||||
Interest due date | Sep. 30, 2021 | ||||||||
Maturity date | Jun. 15, 2021 | ||||||||
Third Party | |||||||||
Loans payable - related party | $ 106,000 | $ 52,000 | |||||||
Interest rate | 9.00% | 12.00% | |||||||
Interest due date | Jan. 31, 2022 | ||||||||
Discount rate | 50.00% | ||||||||
Conversion price, description | The Company had the right to repay the Power Up Note #1 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #1 was convertible 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 the Power Up Note #1 and the date of conversion, any time after July 14, 2021 | ||||||||
Common stock, shares issued for cash, shares | 2,000,000 | ||||||||
Debt description | OID of $15,000, bearing interest at 9% per annum, with principal and interest payable in eight equal monthly payments of $15,125 beginning in July 2021 | ||||||||
Convertible notes payable | $ 121,000 | $ 55,500 | |||||||
Aggregate value | $ 65,000 | ||||||||
Price per share | $ 0.065 | ||||||||
Third Party | Minimum [Member] | |||||||||
Convertible promissory note premium | 120.00% | 125.00% | 125.00% | ||||||
Third Party | Maximum [Member] | |||||||||
Convertible promissory note premium | 145.00% | 145.00% | 145.00% | ||||||
Tri-Bridge Note | |||||||||
Loans payable - related party | $ 25,000 | ||||||||
Interest rate | 10.00% | ||||||||
Interest due date | January 2021 | ||||||||
Maturity date | Aug. 30, 2020 | ||||||||
Convertible notes payable | $ 25,000 | ||||||||
Price per share | $ 0.001 | ||||||||
Accrued interest | 2,917 | $ 2,917 | 417 | ||||||
Third Party 1 [Member] | |||||||||
Loans payable - related party | $ 43,500 | ||||||||
Interest rate | 12.00% | ||||||||
Interest due date | Jan. 31, 2022 | ||||||||
Convertible notes payable | $ 43,500 | ||||||||
GPL Note | |||||||||
Repayment of principal amount | $ 61,119 | 25,000 | |||||||
Total repayment amount | 28,000 | ||||||||
Loans payable - related party | $ 25,000 | ||||||||
Interest rate | 10.00% | ||||||||
Interest due date | Jan. 31, 2021 | ||||||||
Maturity date | Aug. 30, 2020 | ||||||||
Convertible notes payable | $ 25,000 | ||||||||
Price per share | $ 0.001 | ||||||||
Accrued interest | $ 417 | ||||||||
Repayment for interest | $ 3,000 | ||||||||
Power Up Note #3 | |||||||||
Loans payable - related party | $ 68,750 | ||||||||
Interest rate | 12.00% | ||||||||
Convertible notes payable | $ 68,750 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Stockholder receivable, shares | shares | 42,885 |
Stockholder receivable, value | $ | $ 1,000 |
AMENDMENT OF ARTICLES OF INCO_2
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - shares | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) | |||
Common Stock, Shares Authorized | 325,000,000 | 325,000,000 | 325,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended |
Feb. 28, 2021 | |
New MiteXstream Agreement [Member] | |
Term | December 31, 2080 |
Territory | Worldwide Exclusive |
Royalty | $10.00 per gallon manufactured |
Minimums | 2,500 gallons of concentrate manufactured per year |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)integer$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | |
Common stock shares issued during period | shares | 3,125,000 | ||||
Common stock shares issued, price per share | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | |
Proceeds from common stock shares issued | $ 100,000 | ||||
Accrued interest | 12,287 | $ 61 | |||
Repayment of note payable | $ 58,600 | ||||
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 | 6,670 | ||||
Accrued and unpaid interest | $ 321 | $ 321 | $ 61 | $ 321 | $ 61 |
Interest rate | 5.00% | 5.00% | |||
Related party debt, principal amount | 4,470 | $ 4,470 | |||
Astonia LLC [Member] | Debt Forgiveness Agreements [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,831,661 | ||||
Debt Conversion, Converted Instrument, Amount | $ 136,997 | ||||
Mr. Newlan [Member] | |||||
Advances from related party | 93,732 | ||||
Related party debt, principal amount | 43,697 | ||||
Total repayment amount | 93,697 | ||||
Repayment of principal amount | 61,119 | ||||
Accrued interest | 3,499 | ||||
Prepayment of premium amount | 29,078 | ||||
Repayment of note payable | $ 50,000 | ||||
EF2T, Inc. [Member] | |||||
Related party debt, principal amount | $ 773 | ||||
EF2T, Inc. [Member] | Debt Forgiveness Agreements [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,240,768 | ||||
Debt Conversion, Converted Instrument, Amount | $ 109,992 | ||||
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 | ||||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | ||||
Chief Financial Officer and Director, William E. Sluss [Member] | |||||
Common stock shares issued during period | shares | 500,000 | ||||
Common stock shares issued, price per share | $ / shares | $ 0.03 | ||||
Proceeds from common stock shares issued | $ 15,000 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accrued interest | $ 12,287 | $ 61 | ||
Repayment of note payable | 58,600 | |||
Advances from related party | 0 | 6,670 | ||
Related party debt, principal amount | $ 48,975 | 48,975 | $ 4,470 | |
EF2T, Inc. [Member] | ||||
Related party debt, principal amount | 773 | |||
Astonia LLC [Member] | ||||
Related party debt, principal amount | 4,470 | 4,470 | ||
Advances from related party | 3,000 | |||
Related party debt, principal amount | 4,470 | 4,470 | $ 4,470 | |
Interest rate | 5.00% | |||
Accrued and unpaid interest | 321 | $ 321 | $ 61 | |
Mr. Newlan [Member] | ||||
Total repayment amount | 93,697 | |||
Repayment of principal amount | 61,119 | |||
Accrued interest | 3,499 | |||
Prepayment of premium amount | 29,078 | |||
Repayment of note payable | 50,000 | |||
Related party debt, principal amount | 43,697 | |||
Advances from related party | $ 93,732 | |||
Debt Forgiveness Agreements [Member] | EFT Holdings, Inc. [Member] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 18,221,906 | |||
Debt Conversion, Converted Instrument, Amount | $ 886,108 | |||
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 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Events [Member] | 1 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Common Stock Issued Under Convertible Promissory Note 1 [Member] | |
Conversion Price Per Share | $ / shares | $ 0.0162 |
Amount Converted | $ | $ 15,000 |
Number Shares | shares | 925,926 |
Common Stock Issued Under Convertible Promissory Note 2 [Member] | |
Conversion Price Per Share | $ / shares | $ 0.0143 |
Amount Converted | $ | $ 20,000 |
Number Shares | shares | 1,398,601 |
Common Stock Issued Under Convertible Promissory Note 3 [Member] | |
Conversion Price Per Share | $ / shares | $ 0.143 |
Amount Converted | $ | $ 20,500 |
Number Shares | shares | 1,666,434 |
Common Stock Issued Under Convertible Promissory Note [Member] | |
Amount Converted | $ | $ 55,500 |
Number Shares | shares | 3,990,961 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||
Aug. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | |
Price per share | $ 0.04 | |||||
Third Party [Member] | ||||||
Interest rate | 9.00% | 12.00% | ||||
Convertible notes payable | $ 121,000 | $ 55,500 | ||||
Loans payable - related party | $ 106,000 | $ 52,000 | ||||
Price per share | $ 0.065 | |||||
Third Party [Member] | Minimum [Member] | ||||||
Convertible promissory note premium | 120.00% | 125.00% | 125.00% | |||
Third Party [Member] | Maximum [Member] | ||||||
Convertible promissory note premium | 145.00% | 145.00% | 145.00% | |||
Third Party [Member] | Subsequent Events [Member] | ||||||
Debt instrument conversion price, description | The Power Up Note #4 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 the Power Up Note #4 and the date of conversion, any time after February 13, 2022 | |||||
Interest rate | 12.00% | |||||
Convertible notes payable | $ 78,750 | |||||
Loans payable - related party | $ 78,750 | |||||
Common stock, shares issued for cash, amount | $ 50,000 | |||||
Common stock, aggregate shares issued | 1,002,000 | |||||
Common stock, shares issued | 167,000 | |||||
Common stock, shares issued for cash, shares | 1,562,500 | |||||
Price per share | $ 0.032 | |||||
Common stock, shares issued for services, shares | 1,002,000 | |||||
Common stock, shares issued for services, price per share | $ 0.039 | |||||
Common stock, shares issued for services, amount | $ 39,078 | |||||
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% |