Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Black Bird Biotech, Inc. | |
Entity Central Index Key | 0001409999 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 243,904,667 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52828 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0521119 | |
Entity Interactive Data Current | Yes | |
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 52,522 | $ 499,766 |
Other current assets | ||
Inventory | 91,564 | 74,463 |
Prepaid expenses | 101,189 | |
Accounts receivable | 6,691 | 2,741 |
Total current assets | 150,777 | 678,159 |
OTHER ASSETS | ||
Deposit - asset purchase | 0 | 0 |
Fixtures and equipment | 9,364 | 11,601 |
Intangible asset | 21,111 | 84,444 |
Total other assets | 30,475 | 96,045 |
TOTAL ASSETS | 181,252 | 774,204 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 50,625 | 35,973 |
Accrued interest payable | 13,444 | 4,446 |
Due to related party | 30,242 | 5,242 |
Third-party notes payable, net of debt discount of $115,695 and financing fees of $49,732 at June 30, 2022, and $0 and $166,667 at December 31, 2021, respectively | 481,986 | 58,333 |
Total current liabilities | 576,297 | 103,994 |
TOTAL LIABILITIES | 576,297 | 103,994 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, -0- and -0- shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.001 par value, 750,000,000 shares authorized, 318,677,016 and 301,230,828 shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively | 318,676 | 301,230 |
Stockholder receivable | (1,000) | (1,000) |
Additional paid-in capital | 3,101,414 | 2,991,163 |
Retained earnings (accumulated deficit) | (3,814,135) | (2,621,183) |
Total stockholders' equity | (395,045) | 670,210 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 181,252 | $ 774,204 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Notes payable, net of debt discount | $ 115,695 | $ 0 |
Financing Fees | $ 49,732 | $ 166,667 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Prefered Stock, share authorised | 50,000,000 | 5,000,000 |
Prefered stock, shares issued | 0 | 0 |
Prefered stock, shares outstanding | 0 | 0 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 318,677,016 | 301,230,828 |
Common Stock, shares outstanding | 318,677,016 | 301,230,828 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Consolidated Statements of Operations (unaudited) | ||||
Sales | $ 30,943 | $ 33,005 | $ 44,745 | $ 35,212 |
Cost of goods sold | 18,655 | 22,110 | 26,625 | 23,631 |
Gross profit (loss) | 12,288 | 10,895 | 18,120 | 11,581 |
Expense | ||||
Consulting services | 182,930 | 78,440 | 246,030 | 117,787 |
Website expense | 1,737 | 6,913 | 3,457 | 9,927 |
Legal and professional services | 2,100 | 5,100 | 7,200 | 43,773 |
Advertising and marketing | 100,042 | 3,712 | 202,287 | 5,078 |
License fee | 0 | 335 | 16,998 | 1,669 |
Rent | 1,200 | 1,860 | 3,000 | 6,660 |
General and administrative | 172,048 | 98,657 | 457,152 | 193,559 |
Total expenses | 460,057 | 195,017 | 936,124 | 378,453 |
Net operating loss | (447,769) | (184,122) | (918,004) | (366,872) |
Other expense | ||||
Amortization | (31,667) | (31,667) | (63,333) | (42,222) |
Interest expense | (42,040) | (48,907) | (209,378) | (63,089) |
Depreciation expense | (1,118) | (1,118) | (2,237) | (1,864) |
Total other income (expense) | (74,825) | (81,692) | (274,948) | (107,175) |
Profit (loss) before taxes | (522,594) | (265,814) | (1,192,952) | (474,047) |
Income tax expense | 0 | 0 | 0 | 0 |
Net profit (loss) | $ (522,594) | $ (265,814) | $ (1,192,952) | $ (474,047) |
Net profit (loss) per common share | ||||
Earnings Per Share Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||||
Basic | 309,698,557 | 175,735,164 | 305,475,021 | 172,040,746 |
Diluted | 328,429,729 | 192,758,214 | 327,323,646 | 188,368,033 |
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 | Retained Earnings (Accumulated Deficit) |
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) |
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 services, shares | 150,000 | ||||
Stock issued for services, amount | 6,880 | $ 1,500 | 0 | 5,380 | 0 |
Stock issued for commitment fee, shares | 2,000,000 | ||||
Stock issued for commitment fee, amount | 65,000 | $ 2,000 | 0 | 63,000 | 0 |
Net loss | (208,233) | 0 | 0 | 0 | (208,233) |
Balance, amount at Mar. 31, 2021 | 59,701 | $ 171,950 | (1,000) | 906,865 | (1,018,114) |
Balance, shares at Mar. 31, 2021 | 171,950,000 | ||||
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, amount at Jun. 30, 2021 | 172,787 | $ 184,025 | (1,000) | 1,273,690 | (1,283,928) |
Balance, shares at Jun. 30, 2021 | 184,025,000 | ||||
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 cash, shares | 3,125,000 | ||||
Stock issued for cash, amount | 100,000 | $ 3,125 | 0 | 96,875 | 0 |
Stock issued for services, shares | 450,000 | ||||
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 services, amount | 13,500 | 450 | 0 | 13,050 | 0 |
Stock issued for services, amount Two | 15,000 | 500 | 0 | 14,500 | 0 |
Balance, amount at Jun. 30, 2021 | 172,787 | $ 184,025 | (1,000) | 1,273,690 | (1,283,928) |
Balance, shares at Jun. 30, 2021 | 184,025,000 | ||||
Balance, shares at Dec. 31, 2021 | 301,230,828 | ||||
Balance, amount at Dec. 31, 2021 | 670,210 | $ 301,230 | (1,000) | 2,991,163 | (2,621,183) |
Net loss | (670,358) | 0 | 0 | 0 | (670,358) |
Balance, amount at Mar. 31, 2022 | (148) | $ 301,230 | (1,000) | 2,991,163 | (3,291,541) |
Balance, shares at Mar. 31, 2022 | 301,230,828 | ||||
Balance, shares at Dec. 31, 2021 | 301,230,828 | ||||
Balance, amount at Dec. 31, 2021 | 670,210 | $ 301,230 | (1,000) | 2,991,163 | (2,621,183) |
Net loss | (1,192,952) | ||||
Balance, amount at Jun. 30, 2022 | (395,045) | $ 318,676 | (1,000) | 3,101,414 | (3,814,135) |
Balance, shares at Jun. 30, 2022 | 318,677,016 | ||||
Balance, shares at Mar. 31, 2022 | 301,230,828 | ||||
Balance, amount at Mar. 31, 2022 | (148) | $ 301,230 | (1,000) | 2,991,163 | (3,291,541) |
Stock issued for services, shares | 2,300,000 | ||||
Stock issued for services, amount | 34,500 | $ 2,300 | 0 | 32,200 | 0 |
Net loss | (522,594) | $ 0 | 0 | 0 | (522,594) |
Stock issued for debt cancellation, shares | 15,146,188 | ||||
Stock issued for debt cancellation, amount | 15,146 | $ 15,146 | 0 | 0 | 0 |
Warrants | 78,051 | 0 | 0 | 78,051 | 0 |
Balance, amount at Jun. 30, 2022 | $ (395,045) | $ 318,676 | $ (1,000) | $ 3,101,414 | $ (3,814,135) |
Balance, shares at Jun. 30, 2022 | 318,677,016 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,192,952) | $ (474,047) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services | 34,500 | 68,391 |
Amortization | 63,333 | 42,222 |
Depreciation | 2,237 | 1,864 |
Accounts receivable | (3,950) | (4,773) |
Amortization of financing fees | 5,903 | 50,803 |
Debt amortization | 189,456 | 0 |
Prepaid expense | 101,189 | 0 |
Accrued interest | 8,998 | 12,287 |
Inventory | (17,101) | (36,067) |
Accrued expenses | 14,652 | 889 |
Net cash used for operating activities | (793,735) | (338,431) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Machinery and equipment | 0 | 0 |
Asset purchase | 0 | (180,000) |
Purchase of furniture and equipment | 0 | (5,702) |
Net cash used for investing activities | 0 | (185,702) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Financing fees paid | 0 | (16,750) |
Proceeds from loan payable | 567,130 | 273,750 |
Proceeds from issuance of common stock | 0 | 295,000 |
Net advances from related party | 25,000 | 44,505 |
Repayment of note payable | (245,639) | (58,600) |
Net cash provided by financing activities | 346,191 | 537,905 |
Net increase (decrease) in cash and cash equivalents | (447,544) | 13,772 |
Cash and cash equivalents at beginning of period | 499,766 | 52,974 |
Cash and cash equivalents at end of period | 52,522 | 66,746 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for debt | 15,146 | 0 |
Common stock issued for commitment fee | 0 | 65,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 5,020 | $ 0 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | |
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation. These unaudited interim consolidated financial statements, as of June 30, 2022, and for the six months ended June 30, 2022 and 2021, 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, 2022, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2022. 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, 2021, as filed with the Securities Exchange Commission. Nature of Operations The Company is the exclusive worldwide manufacturer and distributor for MiteXstream TM The Company also manufactures and sells, under its Grizzly Creek Naturals TM |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $395,045 at June 30, 2022. 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 2022. 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, 2022, and December 31, 2021. 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, 2022 and 2021. 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. |
CORONAVIRUS PANDEMIC
CORONAVIRUS PANDEMIC | 6 Months Ended |
Jun. 30, 2022 | |
CORONAVIRUS PANDEMIC | |
CORONAVIRUS PANDEMIC | 3. CORONAVIRUS PANDEMIC During 2020 a strain of coronavirus (COVID-19) was reported worldwide resulting in decreased economic activity and closures of businesses which has adversely affected the broader global economy. The virus has continued to affect the economy through 2021. The Company is taking all necessary steps to keep its business premises in a safe environment and is constantly monitoring the impact of COVID-19. At this time, the extent to which COVID-19 will impact the economy and the Company is uncertain. Pandemics or other significant public heath events could have a material adverse effect on the Company and the results of its operations in the future. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2022 | |
CONCENTRATION OF CREDIT RISK | |
CONCENTRATION OF CREDIT RISK | 4. CONCENTRATION OF CREDIT RISK In the normal course of business the Company maintains cash with a Federally-insured financial institution. Individual account balance may occasionally exceed the Federally-insured limit of $250,000. The Company has not experienced and does not anticipate any losses as a result of any account balances exceeding the Federally-insured limits. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2022 | |
COMMON STOCK | |
COMMON STOCK | 5. COMMON STOCK Common Stock Issued for Debt Conversion In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 Common Stock Issued for Cash Six Months Ended June 30, 2022 During the six months ended June 30, 2022, the Company did not issued shares of common stock for cash. Six Months Ended June 30, 2022 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 (SEC File No. 024-11215). Common Stock Issued for Services Six Months Ended June 30, 2022 During the six months ended June 30, 2022, the Company did not issued shares of common stock for services. In January 2022, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $7,500 of its common stock for each month of the six-month term of such agreement. During the six months ended June 30, 2022, the Company issued a total of 2,300,000 shares of its common stock pursuant to this agreement, which shares were valued at $34,500. At June 30, 2022, the Company was obligated to issue $22,500 in shares of its common stock pursuant to this agreement, which amount is included in the Company’s accounts payable at June 30, 2022. Six Months Ended June 30, 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 $0.0313 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. |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 6 Months Ended |
Jun. 30, 2022 | |
NEW MITEXSTREAM AGREEMENT | |
NEW MITEXSTREAM AGREEMENT | 6. 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 | 6 Months Ended |
Jun. 30, 2022 | |
ASSET PURCHASE AGREEMENT | |
ASSET PURCHASE AGREEMENT | 7. 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 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, 2022 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | 8. 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 $63,333 and $42,222 for the periods ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the intangible asset net of accumulated amortization is $21,111. Amortization expense for 2022 is estimated to be $84,444. |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
CORONAVIRUS PANDEMIC | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 9. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES Tri-Bridge Ventures LLC. In May 2022, the Tri-Bridge Note #1 was partially repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 At June 30, 2022, and December 31, 2021, accrued interest on the Tri-Bridge Note was $333 and $4,178, respectively. At June 30, 2022, the Tri-Bridge Note was past due. Subsequent to June 30, 2022, the Tri-Bridge 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 $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 EMA Financial, LLC. In June 2021, the EMA Note was repaid in full in the amount of $93,697.70, as follows: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium. Power Up Lending Group Ltd. 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 SE Holdings, LLC. Through September 2021, the Company had repaid $45,375 of the SE Holdings Note, in accordance with the terms of the SE Holdings Note. In October 2021, the remaining balance of the SE Holdings Note, $75,625, was repaid by the Company. Power Up Lending Group Ltd. During August and September 2021, the Power Up Note #2 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 $ 0.0137 1,094,891 $ 20,000 $ 0.0093 2,150,538 $ 11,110 * $ 0.0081 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 * This amount includes $2,610 of interest. Power Up Lending Group Ltd. In September 2021, the Power Up Note #3 was repaid in full by the Company, as follows: $68,750.00 in principal, $27,500.00 in additional principal as a prepayment premium and $5,063.01 in interest, a total repayment amount of $101,313.01. Power Up Lending Group Ltd. In September 2021, the Power Up Note #4 was repaid in full by the Company, as follows: $78,750.00 in principal, $15,750.00 in additional principal as a prepayment premium and $5,393.84 in interest, a total repayment amount of $99,893.84. FirstFire Global Opportunities Fund LLC. Prior to November 30, 2021, the FirstFire Note was repaid in full by the Company, in the amount of $200,000 (which included a $50,000 reduction in principal owed, due to the FirstFire Note’s being repaid in full on or before November 30, 2021). Tiger Trout Capital Puerto Rico, LLC. During the six months ended June 30, 2022, the Company repaid in full the remaining $200,000 balance of the Tiger Trout Note. Sixth Street Lending LLC. Talos Victory Fund, LLC. Mast Hill Fund, L.P. GS Capital Partners, LLC. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
WARRANTS | |
WARRANTS | 10. WARRANTS Talos Victory Fund, LLC. Mast Hill Fund, L.P. GS Capital Partners, LLC. J.H. Darbie & Co. As a placement agent fee in connection with the Talos Note #1 and the Mast Hill Fund #1, the Company issued to J.H. Darbie & Co. a total of 3,465,000 cashless warrants (the “Darbie Warrants”) with an exercise price of $0.008 per share, and a term of five years. The Company valued the warrants associated with the debt using the Black-Scholes option pricing model. The assumptions used by the Company are the quoted price of the Company’s stock in an active market, risk-free rate interest rate, volatility of two similarly traded public companies, expected life and assumes no dividends. The relative fair value associated with the warrants is $10,786 and has been recorded as a debt discount and will be amortized over the life of the note. |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDER RECEIVABLE | |
STOCKHOLDER RECEIVABLE | 11. STOCKHOLDER RECEIVABLE At June 30, 2022 and 2021, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock. |
AMENDMENTS OF ARTICLES OF INCOR
AMENDMENTS OF ARTICLES OF INCORPORATION | 6 Months Ended |
Jun. 30, 2022 | |
AMENDMENTS OF ARTICLES OF INCORPORATION | |
AMENDMENT OF ARTICLES OF INCORPORATION | 12. AMENDMENTS OF ARTICLES OF INCORPORATION In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports. In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021. In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS Advances from Related Parties Six Months Ended June 30, 2022 During the six months ended June 30, 2022, the Company obtained $25,000 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by two of our officers and directors, Fabian G. Deneault and Eric Newlan. The funds were used to make payment on the Sixth Street Note and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At June 30, 2022, we owed Touchstone $25,000. At June 30, 2022, the Company owed Astonia LLC $5,242 in principal and $333 in accrued interest. Six Months Ended June 30, 2021 During the six months ended June 30, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows: 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, which balance was repaid in full in July 2021. At June 30, 2021, the Company owed EF2T, Inc. $773 and Astonia LLC $4,470. 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, 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. Facility Lease In May 2020, a Company subsidiary, Black Bird Potentials, Inc. (“BBPotentials”), entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one of the Company’s directors, Fabian G. Deneault, with respect to approximately 2,000 square feet of manufacturing space located in Ronan, Montana. Monthly rent under such lease was $1,500 and the initial term of such lease expired in December 2025. This lease was terminated effective April 1, 2021. Since such date, Mr. Deneault permits BB Potentials to utilize the leased facility for storage, at no charge. |
LOANS PAYABLE - RELATED PARTIES
LOANS PAYABLE - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
LOANS PAYABLE - RELATED PARTIES | |
LOANS PAYABLE - RELATED PARTIES | 14. LOANS PAYABLE – RELATED PARTIES Six Months Ended June 30, 2022 During the six months ended June 30, 2022, the Company obtained $25,000 in advances from Touchstone Enviro Solutions, Inc. (Touchstone), a company owned by two of our officers and directors, Fabian G. Deneault and Eric Newlan. The funds were used to make payment on the Sixth Street Note and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At June 30, 2022, we owed Touchstone $25,000. At June 30, 2022, the Company owed Astonia LLC $5,242 in principal and $333 in accrued interest. Six Months Ended June 30, 2021 During the six months ended June 30, 2021, the Company obtained an advance from one of its officers and directors, Eric Newlan, as follows: 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. As of June 30, 2021, the Company owed Astonia LLC $4,470 in principal and $226 in accrued and unpaid interest. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Common Stock Issued for Note Conversion In July 2022, the Tri-Bridge 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 $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 Common Stock Issued for Warrant Exercise In August 2022, the Company issued 5,062,500 shares of common stock upon the exercise of a portion of the Talos Warrants. The exercise of the Talos Warrants was on a cashless basis. In August 2022, the Company issued 9,375,000 shares of common stock upon the exercise of a portion of the Mast Hill Fund Warrants. The exercise of the Mast Hill Fund Warrants was on a cashless basis. Securities Exchange Agreements In August 2022, the Company” entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”). Specifically, the Company entered into Exchange Agreements with (a) Fabian G. Deneault (the “Deneault Agreement”), President and a Director of the Company, (b) Newlan & Newlan, Ltd. (the “Newlan Agreement”), a law firm owned by Eric Newlan, Vice President, Secretary and a Director of the Company, and L. A Newlan, Jr., a Director of the Company, (c) William E. Sluss (the “Sluss Agreement”), Chief Financial Officer and a Director of the Company, (d) EFT Holdings, Inc. (the “EFT Holdings Agreement”), a company controlled by Jack Jie Qin, a Director of the Company, (e) EF2T, Inc. (the “EF2T Agreement”), a company owned by Mr. Qin, and (f) Astoria LLC (the “Astoria Agreement”), a company controlled by Mr. Qin. Pursuant to the Exchange Agreements, the Company is to issue a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,972,996 shares of its Common Stock, as follows: Exchange Agreement Number of Shares of Common Stock Exchanged Number of Shares of Series A Preferred Stock Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,615,002 shares 1,000 shares EFT Holdings Agreement 18,221,906 shares 9,778 shares EF2T Agreement 2,240,768 shares 1,202 shares Astonia Agreement 2,831,661 shares 1,520 shares As of the date of this Quarterly Report, the Deneault Agreement and the Newlan Agreement had been completed. Cancellation of Common Stock The Board of Directors of the Company determined that all 123,972,996 shares of common stock that are the subject of the Exchange Agreements will, upon the consummation of the Exchange Agreements, be cancelled and returned to the status of authorized and unissued. As of the date of this Quarterly Report, a total of 99,063,659 shares of common stock had been cancelled and returned to the status of authorized and unissued. Certificate of Designation In August 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations: Designation, Amount and Par Value Fractional Shares Voting Rights (a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. Dividends pari passu Liquidation pari passu Conversion and Adjustments Conversion Rate Each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of the Company’s common stock that equals one percent (1.00%) of the number of issued and outstanding shares of the Company’s common stock outstanding on the date of conversion (the “Conversion Rate”). No Partial Conversion Adjustment for Merger and Reorganization, etc Protection Provisions Waiver No Other Rights or Privileges Advances From Related Party Subsequent to June 30, 2022, the Company has obtained a total of $25,000 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by two of our officers and directors, Fabian G. Deneault and Eric Newlan. The funds were used to make payment on the Sixth Street Note and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. Other Management has evaluated subsequent events through August 22, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
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, 2022, and December 31, 2021. |
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. |
Going Concern | The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had a working capital deficit of $395,045 at June 30, 2022. 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 2022. 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. |
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, 2022 and 2021. |
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. |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
COMMON STOCK (Tables) | |
Schedule of common stock issued for debt conversion | Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 _2
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Tables) | |
Schedule of Common Stock Issued for Note Conversion | Amount Converted Conversion Price Per Share Number Shares $ 15,146 $ 0.001 15,146,188 Total Converted: $15,146 Total Shares: 15,146,188 Amount Converted Conversion Price Per Share Number Shares $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 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 Amount Converted Conversion Price Per Share Number Shares $ 15,000 $ 0.0137 1,094,891 $ 20,000 $ 0.0093 2,150,538 $ 11,110 * $ 0.0081 1,371,605 Total Converted: 46,110 Total Shares: 4,617,034 * This amount includes $2,610 of interest. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 | |
SUBSEQUENT EVENTS (Tables) | |
Summary of Common Stock Issued for Note Conversion | Amount Converted Conversion Price Per Share Number Shares $ 9,854 $ 0.001 9,853,810 Total Converted: $9,854 Total Shares: 9,853,810 |
Schedule of Securities Exchange Agreements | Exchange Agreement Number of Shares of Common Stock Exchanged Number of Shares of Series A Preferred Stock Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,615,002 shares 1,000 shares EFT Holdings Agreement 18,221,906 shares 9,778 shares EF2T Agreement 2,240,768 shares 1,202 shares Astonia Agreement 2,831,661 shares 1,520 shares |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Working capital | $ 395,045 | |
Valuation allowance against net deferred tax assets | 100% | |
Notes Payable [Member] | ||
Effect of changes on retained earnings | $ 26,555 | |
Additional Paid-in Capital [Member] | ||
Effect of changes on retained earnings | 56,343 | |
Common Stock [Member] | ||
Effect of changes on retained earnings | $ 29,788 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) | Jun. 30, 2022 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | |
Federally-insured limit | $ 250,000 |
COMMON STOCK (Details)
COMMON STOCK (Details) | 1 Months Ended |
May 31, 2022 USD ($) $ / shares shares | |
Amount Converted | $ | $ 15,146 |
Number Share issued upon converion | shares | 15,146,188 |
Tri-Bridge Note 1 [Member] | |
Amount Converted | $ | $ 15,146 |
Number Share issued upon converion | shares | 15,146,188 |
Conversion Price Per Share | $ / shares | $ 0.001 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 09, 2021 | Apr. 30, 2020 | |
Common stock, shares | 150,000 | 3,125,000 | |||||
Aggregate value | $ 100,000 | ||||||
Price per share | $ 0.032 | $ 0.015 | $ 0.001 | ||||
William E. Sluss [Member] | |||||||
Common stock, shares | 500,000 | ||||||
Aggregate value | $ 15,000 | ||||||
Price per share | $ 0.03 | ||||||
Third-Party Consultant [Member] | |||||||
Common stock, shares | 8,000,000 | ||||||
Aggregate value | $ 250,400 | ||||||
Price per share | $ 0.0313 | ||||||
Third-Party Consultant 1 [Member] | |||||||
Common stock, shares | 450,000 | ||||||
Aggregate value | $ 13,500 | ||||||
Price per share | $ 0.03 | ||||||
SEC File No. 024-11621 1 [Member] | |||||||
Common stock, shares | 4,875,000 | ||||||
Aggregate value | $ 195,000 | ||||||
Price per share | $ 0.04 | ||||||
January 2021 [Member] | |||||||
Common stock, shares | 50,000 | ||||||
Aggregate value | $ 2,030 | ||||||
Price per share | $ 0.0406 | ||||||
February 2021 [Member] | |||||||
Price per share | $ 0.0534 | $ 0.065 | |||||
Common stock shares issued during period | 2,000,000 | ||||||
Aggregate value | $ 2,670 | $ 65,000 | |||||
Discount rate | 50% | ||||||
March 2021 [Member] | |||||||
Common stock, shares | 50,000 | ||||||
Aggregate value | $ 2,180 | ||||||
Price per share | $ 0.0436 | ||||||
January 2022 [Member] | |||||||
Aggregate value | $ 34,500 | ||||||
Shares issueble value | $ 22,500 | ||||||
January 2022 [Member] | Consulting Agreements [Member] | |||||||
Common stock shares issued during period | 2,300,000 | ||||||
Aggregate value | $ 7,500 |
NEW MITEXSTREAM AGREEMENT (Deta
NEW MITEXSTREAM AGREEMENT (Details) | 1 Months Ended |
Feb. 28, 2021 | |
Exclusivity | Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met |
Minimum | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022 |
New MiteXstream Agreement [Member] | |
Minimum | 2,500 gallons of concentrate manufactured per year |
Term | December 31, 2080 |
Territory | Worldwide Exclusive |
Royalty | $10.00 per gallon manufactured |
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] | |
Minimum | $20,000 of product per year |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Amortized period | 18 months |
Intangible asset | $ 21,111 |
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 |
Common Stock [Member] | |
Furniture and equipment | $ 10,000 |
Intangible asset | $ 190,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
INTANGIBLE ASSET | ||||
Intangible asset | $ 21,111 | $ 21,111 | ||
Amortization expense net | 84,444 | |||
Intangible assets | $ 190,000 | |||
Amortized period | 18 months | |||
Amortization expense | $ 31,667 | $ 31,667 | $ 63,333 | $ 42,222 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details) - Tri-Bridge Note #1 [Member] | 1 Months Ended |
May 31, 2022 USD ($) $ / shares shares | |
Amount Converted | $ | $ 15,146 |
Number Shares | shares | 15,146,188 |
May 2022 Conversion [Member] | |
Amount Converted | $ | $ 15,146 |
Converion Price Per Share | $ / shares | $ 0.001 |
Number Shares | shares | 15,146,188 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details 1) - USD ($) | 1 Months Ended | |
Jul. 31, 2022 | May 31, 2022 | |
Subsequent Event [Member] | ||
Amount Converted | $ 9,854 | |
Number Shares | 9,853,810 | |
Tri-Bridge Note #1 [Member] | ||
Amount Converted | $ 15,146 | |
Number Shares | 15,146,188 | |
Tri-Bridge Note #1 [Member] | Subsequent Event [Member] | ||
Amount Converted | $ 9,854 | |
Number Shares | 9,853,810 | |
Tri-Bridge Note #1 [Member] | Subsequent Event [Member] | Subsequent To June 30, 2022 Conversion [Member] | ||
Amount Converted | $ 9,854 | |
Converion Price Per Share | $ 0.001 | |
Number Shares | 9,853,810 |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details 2) - Power Up Note #1 [Member] | 1 Months Ended |
Jul. 31, 2021 USD ($) $ / shares shares | |
Amount Converted | $ | $ 55,500 |
Number Shares | shares | 3,990,961 |
Second Conversion [Member] | |
Amount Converted | $ | $ 20,000 |
Converion Price Per Share | $ / shares | $ 0.0143 |
Number Shares | shares | 1,398,601 |
Third Conversion [Member] | |
Amount Converted | $ | $ 20,500 |
Converion Price Per Share | $ / shares | $ 0.0143 |
Number Shares | shares | 1,666,434 |
First Conversion [Member] | |
Amount Converted | $ | $ 15,000 |
Converion Price Per Share | $ / shares | $ 0.0162 |
Number Shares | shares | 925,926 |
CONVERTIBLE PROMISSORY NOTES _6
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details 3) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Interest expense | $ 42,040 | $ 48,907 | $ 209,378 | $ 63,089 | |
Power Up Note #2 [Member] | |||||
Amount Converted | $ 46,110 | ||||
Number Shares | 4,617,034 | ||||
Power Up Note #2 [Member] | Third Conversion [Member] | |||||
Amount Converted | $ 11,110 | ||||
Converion Price Per Share | $ 0.0081 | ||||
Number Shares | 1,371,605 | ||||
Interest expense | $ 2,610 | ||||
Power Up Note #2 [Member] | First Conversion [Member] | |||||
Amount Converted | $ 15,000 | ||||
Converion Price Per Share | $ 0.0137 | ||||
Number Shares | 1,094,891 | ||||
Power Up Note #2 [Member] | Second Conversion [Member] | |||||
Amount Converted | $ 20,000 | ||||
Converion Price Per Share | $ 0.0093 | ||||
Number Shares | 2,150,538 |
CONVERTIBLE PROMISSORY NOTES _7
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 09, 2021 | |
Price per share | $ 0.001 | $ 0.032 | $ 0.032 | $ 0.015 | ||||||||||||||
Accrued interest | $ 64 | $ 8,998 | $ 12,287 | |||||||||||||||
Debt instrument, unamortized discount | $ 115,695 | 115,695 | $ 0 | |||||||||||||||
Debt instrument, face amount | $ 25,000 | |||||||||||||||||
Convertible notes, payable | $ 25,000 | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Total repayment | $ 28,000 | |||||||||||||||||
Loans payable - related party | $ 25,000 | |||||||||||||||||
Repayment of principal amount | 250,000 | |||||||||||||||||
Interest due date | January 2021 | |||||||||||||||||
Maturity date | Aug. 30, 2020 | |||||||||||||||||
Repayment for interest | $ 3,000 | |||||||||||||||||
Accrued interest | $ 1,870 | 333 | $ 333 | $ 4,178 | ||||||||||||||
Common stock, shares issued for cash, shares | 150,000 | 3,125,000 | ||||||||||||||||
Legal fees | 2,100 | $ 5,100 | $ 7,200 | 43,773 | ||||||||||||||
Proceeds from loan originations | 567,130 | $ 273,750 | ||||||||||||||||
Third Party [Member] | ||||||||||||||||||
Price per share | $ 0.065 | |||||||||||||||||
Debt instrument, unamortized discount | $ 15,000 | |||||||||||||||||
Convertible notes, payable | $ 121,000 | $ 55,500 | ||||||||||||||||
Interest rate | 9% | 12% | ||||||||||||||||
Loans payable - related party | $ 106,000 | $ 52,000 | ||||||||||||||||
Interest due date | January 2022 | |||||||||||||||||
Convertible notes payable, current | $ 15,125 | |||||||||||||||||
Discount rate | 50% | |||||||||||||||||
Common stock, shares issued for cash, shares | 2,000,000 | |||||||||||||||||
Aggregate value | $ 65,000 | |||||||||||||||||
Third Party [Member] | Minimum [Member] | ||||||||||||||||||
Convertible promissory note premium | 125% | 125% | ||||||||||||||||
Third Party [Member] | Maximum [Member] | ||||||||||||||||||
Convertible promissory note premium | 145% | 145% | ||||||||||||||||
EMA Note | ||||||||||||||||||
Accrued interest | $ 3,499 | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Total repayment | 93,697 | |||||||||||||||||
Loans payable - related party | $ 50,000 | |||||||||||||||||
Repayment of principal amount | 58,600 | |||||||||||||||||
Interest due date | September 2021 | |||||||||||||||||
Maturity date | Jun. 15, 2021 | |||||||||||||||||
Prepayment of premium amount | $ 31,598 | |||||||||||||||||
Promissory note with OID | $ 4,100 | |||||||||||||||||
Principal amount | $ 58,600 | |||||||||||||||||
Power Up Note #3 | ||||||||||||||||||
Convertible notes, payable | $ 68,750 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Total repayment | 101,313 | |||||||||||||||||
Loans payable - related party | $ 68,750 | |||||||||||||||||
Repayment of convertible notes payable | 68,750 | |||||||||||||||||
Additional prepayment of convertible notes payable | 27,500 | |||||||||||||||||
Prepayment interest | 5,063 | |||||||||||||||||
Power Up Note #4 [Member] | ||||||||||||||||||
Convertible notes, payable | $ 78,750 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Total repayment | 99,893 | |||||||||||||||||
Loans payable - related party | $ 78,750 | |||||||||||||||||
Repayment of convertible notes payable | 78,750 | |||||||||||||||||
Additional prepayment of convertible notes payable | 15,750 | |||||||||||||||||
Prepayment interest | 5,393 | |||||||||||||||||
Power Up Note #4 [Member] | Minimum [Member] | ||||||||||||||||||
Convertible promissory note premium | 125% | |||||||||||||||||
Power Up Note #4 [Member] | Maximum [Member] | ||||||||||||||||||
Convertible promissory note premium | 145% | |||||||||||||||||
Third Party 1 [Member] | ||||||||||||||||||
Convertible notes, payable | $ 43,500 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Loans payable - related party | $ 43,500 | |||||||||||||||||
Interest due date | January 2022 | |||||||||||||||||
Mast Hill Fund, L.P. [Member] | ||||||||||||||||||
Promissory note with OID | 25,000 | $ 25,000 | ||||||||||||||||
Conversion price | $ 0.005 | |||||||||||||||||
Commissions fees | $ 18,000 | |||||||||||||||||
Convertible promissory note | 250,000 | 250,000 | ||||||||||||||||
Legal fees | 70,000 | |||||||||||||||||
Proceeds from loan originations | $ 200,000 | |||||||||||||||||
Conversion price, percentage | 4.99% | |||||||||||||||||
Talos Victory Fund, LLC [Member] | ||||||||||||||||||
Promissory note with OID | 13,500 | $ 13,500 | ||||||||||||||||
Conversion price | $ 0.005 | |||||||||||||||||
Commissions fees | $ 9,720 | |||||||||||||||||
Convertible promissory note | 135,000 | 135,000 | ||||||||||||||||
Legal fees | 4,000 | |||||||||||||||||
Proceeds from loan originations | $ 107,780 | |||||||||||||||||
Conversion price, percentage | 4.99% | |||||||||||||||||
GS Capital Partners, LLC. [Member] | ||||||||||||||||||
Promissory note with OID | 6,500 | $ 6,500 | ||||||||||||||||
Commissions fees | 4,900 | |||||||||||||||||
Convertible promissory note | 7,000 | 7,000 | ||||||||||||||||
Legal fees | 3,000 | |||||||||||||||||
Proceeds from loan originations | $ 63,650 | |||||||||||||||||
Conversion price, percentage | 4.99% | |||||||||||||||||
First Fire Note [Member] | ||||||||||||||||||
Conversion price | $ 0.015 | |||||||||||||||||
Convertible promissory note | $ 250,000 | |||||||||||||||||
Proceeds from loan originations | 125,000 | |||||||||||||||||
Repayment of convertible promissory note | $ 125,000 | |||||||||||||||||
Repayment of convertible notes | $ 200,000 | |||||||||||||||||
Tiger Trout Note [Member] | ||||||||||||||||||
Conversion price | $ 0.015 | |||||||||||||||||
Convertible promissory note | $ 500,000 | |||||||||||||||||
Proceeds from loan originations | 250,000 | |||||||||||||||||
Repayment of convertible promissory note | 50,000 | |||||||||||||||||
Repayment of convertible notes | $ 200,000 | |||||||||||||||||
Tiger Trout Note [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||
Repayment of convertible notes | 300,000 | |||||||||||||||||
Sixth Street Lending LLC [Member] | ||||||||||||||||||
Convertible promissory note | $ 228,200 | 228,200 | ||||||||||||||||
Proceeds from loan originations | $ 200,000 | |||||||||||||||||
Conversion price, percentage | 75% | |||||||||||||||||
Repayment of convertible promissory note | $ 25,102 | |||||||||||||||||
Interest | 24,450 | |||||||||||||||||
Monthly payment | $ 25,330 | |||||||||||||||||
SE Holdings Note [Member] | ||||||||||||||||||
Repayment of convertible notes | $ 75,625 | $ 45,375 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Talos Warrants [Member] | Talos Victory Fund LLC [Member] | |
Warrants issued | shares | 7,593,750 |
Exercise price | $ / shares | $ 0.008 |
Warrant term | 5 years |
Fair value associated with the warrants recored as debt discount | $ | $ 20,101 |
Mast Hill Fund Warrants [Member] | Mast Hill Fund LP [Member] | |
Warrants issued | shares | 14,062,500 |
Exercise price | $ / shares | $ 0.008 |
Warrant term | 5 years |
Fair value associated with the warrants recored as debt discount | $ | $ 36,526 |
GS Capital Warrants [Member] | GS Capital Partners, LLC [Member] | |
Warrants issued | shares | 4,000,000 |
Exercise price | $ / shares | $ 0.008 |
Warrant term | 5 years |
Fair value associated with the warrants recored as debt discount | $ | $ 10,786 |
J. H. Darbie & Co. [Member] | Talso Note And Mast Hill Fund LP [Member] | |
Warrants issued | shares | 3,465,000 |
Exercise price | $ / shares | $ 0.008 |
Warrant term | 5 years |
Fair value associated with the warrants recored as debt discount | $ | $ 10,786 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stockholder receivable, shares | 42,885 | 42,885 |
Stockholder receivable, value | $ 1,000 | $ 1,000 |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - shares | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 |
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 325,000,000 |
Increased authorized shares of common stock | 750,000,000 | ||
Increased authorized shares of preferred stock | 50,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended |
Feb. 28, 2021 | |
Minimums | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022 |
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 | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 | Nov. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) integer $ / shares shares | Jun. 30, 2021 USD ($) $ / shares | |
Lease expired | Dec. 31, 2025 | |||||||
Leases rent | $ 1,500 | |||||||
Lease area | integer | 2,000 | |||||||
Description of minimum | Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. | |||||||
Description of gallons | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022 | |||||||
Total repayment amount | $ 28,000 | |||||||
Repayment of principal amount | $ 250,000 | |||||||
Accrued interest | $ 64 | $ 8,998 | $ 12,287 | |||||
Common stock shares issued during period | shares | 150,000 | 3,125,000 | ||||||
Common stock shares issued, price per share | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Proceeds from common stock shares issued | $ 100,000 | |||||||
Touchstone Enviro Solutions, Inc | ||||||||
Advances from related party | 25,000 | |||||||
Related party debt, principal amount | 25,000 | |||||||
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 | |||||||
Mr. Newlan [Member] | ||||||||
Loan had been repaid | 50,000 | $ 50,000 | $ 50,000 | |||||
Advances from related party | 93,732 | |||||||
Related party debt, principal amount | 93,697 | |||||||
Total repayment amount | 43,697 | |||||||
Repayment of principal amount | 61,119 | |||||||
Accrued interest | 3,499 | |||||||
Prepayment of premium amount | 29,078 | |||||||
EF2T, Inc. [Member] | ||||||||
Related party debt, principal amount | 773 | 773 | 773 | |||||
Astonia LLC One [Member] | ||||||||
Related party debt, principal amount | $ 4,470 | $ 4,470 | $ 4,470 | |||||
Astonia LLC [Member] | ||||||||
Related party debt, principal amount | 5,242 | |||||||
Accrued and unpaid interest | $ 333 | $ 333 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Interest accrued | $ 13,444 | $ 4,446 | |
EMA Financial Note [Member] | |||
Total outstanding | 93,697 | ||
Principal outstanding | 61,119 | ||
Interest accrued | 3,499 | ||
Prepayment premium | 29,078 | ||
Mr. Newlan [Member] | |||
Advances from related party | $ 93,732 | ||
Owed to related party | 43,697 | ||
Repaid to related party | 50,000 | ||
Touchstone [Member] | |||
Advances from related party | 25,000 | ||
Owed to related party | 25,000 | ||
Astonia LLC [Member] | |||
Related party Owned | 5,242 | 4,470 | |
Accrued and unpaid interest | $ 333 | $ 226 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | 1 Months Ended |
Jul. 31, 2022 USD ($) $ / shares shares | |
Amount Converted | $ | $ 9,854 |
Number Shares | shares | 9,853,810 |
Bridge Note #1 [Member] | |
Amount Converted | $ | $ 9,854 |
Number Shares | shares | 9,853,810 |
Conversion Price Per Share | $ / shares | $ 0.001 |
SUBSEQUENT EVENTS (Details 1)
SUBSEQUENT EVENTS (Details 1) - Subsequent Event [Member] | 1 Months Ended |
Aug. 31, 2022 shares | |
Number of Shares of Series A Preferred Stock Issued | 42,000 |
Number of Shares of Common Stock Exchanged | 123,972,996 |
deneault Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 14,250 |
Number of Shares of Common Stock Exchanged | 49,746,253 |
Sluss Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 1,000 |
Number of Shares of Common Stock Exchanged | 1,615,002 |
EFT Holdings Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 9,778 |
Number of Shares of Common Stock Exchanged | 18,221,906 |
EF2T Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 1,202 |
Number of Shares of Common Stock Exchanged | 2,240,768 |
Astonia Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 1,520 |
Number of Shares of Common Stock Exchanged | 2,831,661 |
Newlan Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 14,250 |
Number of Shares of Common Stock Exchanged | 49,317,406 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Par value | $ 0.001 | $ 0.001 | ||
Subsequent Event [Member] | ||||
Number of Shares of Common Stock Exchanged | 123,972,996 | |||
Number of Shares of Series A Preferred Stock Issued | 42,000 | |||
Number of Shares of Common Stock Exchanged to be cancelled | 123,972,996 | |||
Subsequent Event [Member] | Touchstone Enviro Solutions Inc [Member] | ||||
Advances From Related Party | $ 25,000 | |||
Subsequent Event [Member] | Series A Prefferred Stock [Member] | ||||
Number of Shares of Series A Preferred Stock Issued | 42,000 | |||
Par value | $ 0.001 | |||
Percent of outstanding common stock | 1% | |||
Number of preferred stock converted in to common stock | 1,000 | |||
Subsequent Event [Member] | Talos Warrant [Member] | ||||
Common stock issued upon the exercise of warrant | 5,062,500 | |||
Subsequent Event [Member] | Mast Hill Fund Warrant [Member] | ||||
Common stock issued upon the exercise of warrant | 9,375,000 |