Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | Black Bird Biotech, Inc. |
Entity Central Index Key | 0001409999 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Amendment Description | NA |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 98-0521119 |
Entity Address Address Line 1 | 11961 Hilltop Road |
Entity Address Address Line 2 | Suite 22 |
Entity Address City Or Town | Argyle |
Entity Address State Or Province | TX |
Entity Address Postal Zip Code | 76226 |
City Area Code | 833 |
Local Phone Number | 223-4204 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Other current assets | $ 44,448 | $ 499,766 |
Inventory | 88,381 | 74,463 |
Prepaid expenses | 0 | 101,189 |
Accounts receivable | 2,259 | 2,741 |
Total current assets | 135,088 | 678,159 |
OTHER ASSETS | ||
Deposit - asset purchase | 0 | 0 |
Fixtures and equipment | 7,127 | 11,601 |
Intangible asset | 84,444 | |
Deferred offering costs | 76,293 | 0 |
Total other assets | 83,420 | 96,045 |
TOTAL ASSETS | 218,508 | 774,204 |
Other current liabilities | ||
Accounts payable and accrued liabilities | 103,849 | 35,973 |
Accrued interest payable | 15,977 | 4,446 |
Due to related party | 79,077 | 5,242 |
Third-party notes payable, net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, and $0 and debt discount of $166,667 at December 31, 2021 | 669,775 | 58,333 |
Total current liabilities | 868,678 | 103,994 |
TOTAL LIABILITIES | 868,678 | 103,994 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and -0- shares issued and outstanding at December 31, 2022, and December 31, 2021, respectively | 42 | 0 |
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 310,695,330 and 301,230,828 shares issued and outstanding at December 31, 2022, and December 31, 2021, respectively | 310,695 | 301,230 |
Stockholder receivable | (1,000) | (1,000) |
Additional paid-in capital | 3,320,042 | 2,991,163 |
Retained earnings (accumulated deficit) | (4,279,949) | (2,621,183) |
Total stockholders' equity (deficit) | (650,170) | 670,210 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 218,508 | $ 774,204 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Third-party notes payable, net of debt discount | $ 156,024 | $ 166,667 |
Third-party notes payable, net of loan fees | $ 142,190 | $ 0 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Prefered Stock, share authorized | 50,000,000 | 5,000,000 |
Prefered stock, shares issued | 42,000 | 0 |
Prefered stock, shares outstanding | 42,000 | 0 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common Stock, shares issued | 310,695,330 | 301,230,828 |
Common Stock, shares outstanding | 310,695,330 | 301,230,828 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | ||
Sales | $ 82,563 | $ 104,458 |
Cost of goods sold | 49,551 | 84,871 |
Gross profit (loss) | 33,012 | 19,587 |
Expense | ||
Consulting services | 231,630 | 725,240 |
Website expense | 5,337 | 12,328 |
Depreciation expense | 4,474 | 4,101 |
Amortization expense | 84,444 | 105,556 |
Legal and professional services | 43,247 | 84,457 |
Advertising and marketing | 234,519 | 5,234 |
Bad debt expense | 0 | 0 |
License fee | 35,973 | 0 |
Rent | 4,800 | 10,320 |
Royalty expense - related party | 3,300 | |
General and administrative | 673,621 | 523,478 |
Total expenses | 1,321,345 | 1,470,714 |
Net operating loss | (1,288,333) | (1,451,127) |
Other expense | ||
Net other income (expense) | 154 | 0 |
Prepayment penalty | 0 | (74,848) |
Interest expense | (370,587) | (285,327) |
Total other income (expense) | (370,433) | (360,175) |
Profit (loss) before taxes | (1,658,766) | (1,811,302) |
Income tax expense | 0 | 0 |
Net profit (loss) | $ (1,658,766) | $ (1,811,302) |
Net profit (loss) per common share | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding | ||
Basic | 330,728,489 | 194,420,001 |
Diluted | 806,448,924 | 225,537,811 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Stockholder Receivable | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Preferred Stock |
Balance, shares at Dec. 31, 2020 | 164,925,000 | |||||
Balance, amount at Dec. 31, 2020 | $ 27,609 | $ (1,000) | $ 164,925 | $ 703,353 | $ (839,669) | $ 0 |
Effect of adoption of ASU 2020-06 | (26,555) | 0 | $ 0 | (56,343) | 29,788 | 0 |
Common stock issued for cash, shares | 4,875,000 | |||||
Common stock issued for cash, amount | 195,000 | 0 | $ 4,875 | 190,125 | 0 | 0 |
Common stock issued for services, shares | 150,000 | |||||
Common stock issued for services, amount | 6,880 | 0 | $ 150 | 6,730 | 0 | 0 |
Common stock issued for commitment fee, shares | 2,000,000 | |||||
Common stock issued for commitment fee, amount | 65,000 | 0 | $ 2,000 | 63,000 | 0 | 0 |
Common stock issued for cash1, shares | 3,125,000 | |||||
Common stock issued for cash1, amount | 100,000 | 0 | $ 3,125 | 96,875 | 0 | 0 |
Common stock issued for services2, shares | 450,000 | |||||
Common stock issued for services2, amount | 13,500 | 0 | $ 450 | 13,050 | 0 | 0 |
Common stock issued for services3, shares | 8,000,000 | |||||
Common stock issued for services3, amount | 250,400 | 0 | $ 8,000 | 242,400 | 0 | 0 |
Common stock issued for services4, amount | 15,000 | 0 | 500 | 14,500 | 0 | |
Common stock issued for services4, shares | $ 500,000 | |||||
Common stock issued for cash2, shares | 1,562,500 | |||||
Common stock issued for cash2, amount | 50,000 | 0 | $ 1,562 | 48,438 | 0 | 0 |
Common stock issued for cash3, shares | 51,700,000 | |||||
Common stock issued for cash3, amount | 775,500 | 0 | $ 51,700 | 723,800 | 0 | 0 |
Common stock issued for debt conversion, shares | 8,607,995 | |||||
Common stock issued for debt conversion, amount | 101,616 | 0 | $ 8,608 | 93,002 | 0 | 0 |
Common stock issued for services5, shares | 1,002,000 | |||||
Common stock issued for services5, amount | 34,068 | 0 | $ 1,002 | 33,066 | 0 | 0 |
Common stock issued for cash4, shares | 41,333,333 | |||||
Common stock issued for cash4, amount | 620,000 | 0 | $ 41,333 | 578,667 | 0 | 0 |
Common stock issued for services6, shares | 13,000,000 | |||||
Common stock issued for services6, amount | 253,500 | 0 | $ 13,000 | 240,500 | 0 | |
Net loss | (1,811,302) | 0 | $ 0 | 0 | (1,811,302) | 0 |
Warrants | 0 | |||||
Balance, shares at Dec. 31, 2021 | 301,230,828 | |||||
Balance, amount at Dec. 31, 2021 | 670,210 | (1,000) | $ 301,230 | 2,991,163 | (2,621,183) | 0 |
Common stock issued for services, shares | 2,300,000 | |||||
Common stock issued for services, amount | 34,500 | 0 | $ 2,300 | 32,200 | 0 | 0 |
Net loss | (1,658,766) | 0 | $ 0 | 0 | (1,658,766) | 0 |
Common stock issued for debt cancellation, shares | 24,999,998 | |||||
Common stock issued for debt cancellation, amount | 25,000 | 0 | $ 25,000 | 0 | 0 | 0 |
Common stock issued for debt cancellation 1, shares | 46,500,000 | |||||
Common stock issued for debt cancellation 1, amount | 46,500 | 0 | $ 46,500 | 0 | 0 | 0 |
Common stock issued for warrant exercise, shares | 5,062,500 | |||||
Common stock issued for warrant exercise, amount | 0 | 0 | $ 5,062 | (5,062) | 0 | 0 |
Common stock issued for warrant exercise 1, shares | 9,375,000 | |||||
Common stock issued for warrant exercise 1, amount | 0 | 0 | $ 9,375 | (9,375) | 0 | |
Common stock cancelled in exchange for preferred stock, shares | (123,472,996) | |||||
Common stock cancelled in exchange for preferred stock, amount | (123,472) | 0 | $ (123,472) | 0 | 0 | $ 0 |
Preferred stock issued in exchange for common stock, shares | 42,000 | |||||
Preferred stock issued in exchange for common stock, amount | 123,472 | 0 | $ 0 | 123,430 | 0 | $ 42 |
Common stock issued for debt cancellation 2, shares | 44,700,000 | |||||
Common stock issued for debt cancellation 2, amount | 44,700 | 0 | $ 44,700 | 0 | 0 | 0 |
Warrants | 111,393 | 0 | 0 | 111,393 | 0 | 0 |
Issuance of Warrants for equity line of credit | 76,293 | 0 | $ 0 | 76,293 | 0 | $ 0 |
Balance, shares at Dec. 31, 2022 | 310,695,330 | 42,000 | ||||
Balance, amount at Dec. 31, 2022 | $ (650,170) | $ (1,000) | $ 310,695 | $ 3,320,042 | $ (4,279,949) | $ 42 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,658,766) | $ (1,811,302) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Stock issued for services | 34,500 | 573,348 |
Amortization of debt discount | 282,414 | 266,511 |
Prepaid expenses | 101,189 | (87,689) |
Depreciation and amortization | 88,918 | 109,657 |
Account receivable | 482 | (2,741) |
Non-cash interest conversion | 53,200 | 0 |
Accrued interest | 11,531 | 4,855 |
Inventory | (13,918) | (34,787) |
Accrued expenses | 67,876 | (10,280) |
Net cash used for operating activities | (1,032,574) | (992,428) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deposit - asset purchase | 0 | (180,000) |
Machinery and equipment | 0 | (5,702) |
Net cash used for investing activities | 0 | (185,702) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans payable - third party | (510,560) | (914,100) |
Loans payable - third parties | 1,013,980 | 827,100 |
Proceeds from issuance of common stock | 0 | 1,711,150 |
Net advances from related party | 73,836 | 772 |
Net cash provided by financing | 577,256 | 1,624,922 |
Net increase (decrease) in cash and cash equivalents | (455,318) | 446,792 |
Cash and cash equivalents at beginning of period | 499,766 | 52,974 |
Cash and cash equivalents at end of period | $ 44,448 | $ 499,766 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to repay third-party debt | 63,000 | 101,610 |
Deferred offering costs associated with equity line of credit | $ 76,293 | $ 0 |
Common stock issued for commitment fee | 0 | 65,000 |
Fair value of warrants issued with convertible debt | 111,393 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 22,592 | $ 13,067 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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 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 consolidated financial statements include the accounts of Black Bird Biotech, Inc. and its wholly-owned subsidiaries. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. 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 | 12 Months Ended |
Dec. 31, 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 $726,463 at December 31, 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 December 31, 2022 and 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, outstanding options and warrants, if any, are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. At December 31, 2022 and 2021, there were potential dilutive securities of the Company outstanding. Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Inventories Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO). Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years. Accounts Receivable and Revenue Recognition Accounts receivable is recorded net of an allowance for expected losses. As of December 31, 2022 and 2021, there is $-0- and $-0- recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory. Deferred Financing Costs Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. As of December 31, 2022, there were $142,190 in unamortized loan fees. Convertible Notes The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. 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 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 early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company has adopted 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 year ended December 31, 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 year ended December 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. |
CORONAVIRUS PANDEMIC
CORONAVIRUS PANDEMIC | 12 Months Ended |
Dec. 31, 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 2022. 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 | 12 Months Ended |
Dec. 31, 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. |
AMENDMENTS OF ARTICLES OF INCOR
AMENDMENTS OF ARTICLES OF INCORPORATION | 12 Months Ended |
Dec. 31, 2022 | |
AMENDMENTS OF ARTICLES OF INCORPORATION | |
AMENDMENT OF ARTICLES OF INCORPORATION | 5. AMENDMENTS OF ARTICLES OF INCORPORATION Certificates of Amendment In January 2020, the Company amended 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 April 2021, the Company amended its Articles of Incorporation to change its corporate name to “Black Bird Biotech, Inc.” 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 shares. In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 shares and to authorize 50,000,000 shares of preferred stock. In November 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 2,500,000,000 shares. Certificate of Designation – Series A Preferred Stock 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 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
PREFERRED STOCK | |
PREFERRED STOCK | 6. PREFERRED STOCK During the year ended December 31, 2022, pursuant to six separate Exchange Agreements a total of 42,000 shares of Series A Preferred Stock were issued in exchange for a total of 123,472,996 shares of common stock, which shares of common stock were cancelled and returned to the status of authorized and unissued. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | 7. COMMON STOCK Common Stock Issued for Cash Year Ended December 31, 2022 During the year ended December 31, 2022, the Company did not issue shares of common stock for cash. Year Ended December 31, 2021 Regulation A Offering (SEC File No. 024-11215) (“Reg A #1”) Regulation A Offering (SEC File No. 024-11621) (“Reg A #2”) Common Stock Issued for Services Year Ended December 31, 2022 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 nine months ended September 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 December 31, 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 December 31, 2022. In April 2022, the Company entered into an executive services agreement with its Executive Vice President, William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At December 31, 2022, the Company was obligated to issue a total of 2,000,000 shares of its common stock pursuant to this agreement, the total value of which, $20,000, is included in the Company’s accounts payable at December 31, 2022. All 2,000,000 shares were issued subsequent to December 31, 2022. Year Ended December 31, 2021 In October 2021, the Company issued 13,000,000 shares of its common stock to a third party consultant, which shares were valued at $0.0195 per share, or $253,500, in the aggregate. In September 2021, the Company entered into a consulting agreement with a third party, pursuant to which it is obligated to issue $3,000 of its common stock for each month of the three-month term of such agreement, in arrears. In October, November and December 2021, the Company became obligated to issue a total of 600,000 shares of its common stock pursuant to this agreement. The 600,000 shares were valued at $0.015 per share, or $9,000, in the aggregate, which amount is included in accounts payable in the accompanying balance sheet. All 600,000 shares were issued subsequent to December 31, 2021. 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, which shares were valued at $0.034 per share, or $34,068, in the aggregate. 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 $.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. Common Stock Issued for Debt Conversions Year Ended December 31, 2022 During the year ended December 31, 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 $ 25,000 $ 0.001 24,999,998 Total Converted: $25,000 Total Shares: 24,999,188 During the year ended December 31, 2022, $16,200 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 16,200 $ 0.001 16,200,000 Total Converted: $16,200 Total Shares: 16,200,000 During the year ended December 31, 2022, $28,500 in principal on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 28,500 $ 0.001 28,500,000 Total Converted: $28,500 Total Shares: 28,500,000 During the year ended December 31, 2022, $9,500 in principal, $30,250 in interest and $7,000 in fees with respect to the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 46,500 $ 0.001 46,500,000 Total Converted: $46,500 Total Shares: 46,500,000 Year Ended December 31, 2021 During the year ended December 31, 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 During the year ended December 31, 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. Common Stock Issued for Warrant Exercise During the year ended December 31, 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. During the year ended December 31, 2022, the Company issued 9,375,000 shares of common stock upon the exercise of a portion of the Mast Hill Fund #1 Warrants. The exercise of the Mast Hill Fund #1 Warrants was on a cashless basis. Cancellation of Common Stock During the year ended December 31, 2022, pursuant to six separate Exchange Agreements, a total of 123,472,996 shares of common stock were cancelled and returned to the status of authorized and unissued in exchange for a total of 42,000 shares of Series A Preferred Stock. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
WARRANTS | |
WARRANTS | 8. WARRANTS At December 31, 2022, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants: Outstanding as of January 1, 2022 --- Granted 435,720,435 Exchanged for common shares 14,437,500 Outstanding as of December 31, 2022 421,282,935 During the year ended December 31, 2022, 435,720,435 warrants were issued as part of debt and equity financings, 14,437,500 warrants were exercised and no warrants were forfeited. The relative fair value of the warrants was recorded as a debt discount or deferred offering cost at issuance and is amortized over the life of the related debt. The Company used the following assumptions in estimating the fair value of warrants issued during the year ended December 31, 2022, are as follows: Strike price $ 0.001-0.008 Term (years) 5 Volatility 0.145%-0.148 % Risk free rate 2.81-2.66 Dividend yield 0 Talos Victory Fund, LLC In connection with the Talos Note #1, we issued to Talos Victory Fund 7,593,750 cashless warrants (the “Talos Note #1 Warrants”) with an exercise price of $0.008 per share. In August 2022, the Company issued 5,062,500 shares of common stock upon the exercise of a portion of the Talos Note #1 Warrants. The exercise of the Talos Note #1 Warrants was on a cashless basis. Mast Hill Fund, L.P. In connection with the Mast Hill Note #1, we issued to Mast Hill Fund 14,062,500 cashless warrants (the “Mast Hill Fund Note #1 Warrants”) with an exercise price of $0.008 per share. In August 2022, the Company issued 9,375,000 shares of common stock upon the exercise of a portion of the Mast Hill Fund Note #1 Warrants. The exercise of the Mast Hill Fund Note #1 Warrants was on a cashless basis. In connection with the Mast Hill Note #2, the company issued to Mast Hill Fund 40,000,000 cashless warrants (the “Mast Hill Fund Note #2 Warrants”) with an exercise price of $0.0055 per share. In connection with the Mast Hill Note #3, we issued to Mast Hill Fund 223,000,000 cashless warrants (the “Mast Hill Fund Note #3 Warrants”) with an exercise price of $0.001 per share. In connection with the Equity Purchase Agreement with Mast Hill, we issued to Mast Hill 170,000,000 cashless warrants (the “Mast Hill EPA Warrants”) with an exercise price of $0.001 per share. GS Capital Partners, LLC In connection with the GS Capital Note #1, we issued to GS Capital 4,000,000 cashless warrants (the “GS Capital Warrants”) with an exercise price of $0.008 per share. J.H. Darbie & Co. As a placement agent fee in connection with the Talos Note #1, in May 2022, the Company issued to J.H. Darbie & Co. (“Darbie”) 1,215,000 cashless warrants (the “Darbie Placement #1 Warrants”) with an exercise price of $0.008 per share. As a placement agent fee in connection with the Mast Hill Note #1, in May 2022, the Company issued to Darbie 2,250,000 cashless warrants (the “Darbie Placement #2 Warrants”) with an exercise price of $0.008 per share. As a placement agent fee in connection with the Mast Hill Note #2, in September 2022, the Company issued to Darbie 2,130,613 cashless warrants (the “Darbie Placement #3 Warrants”) with an exercise price of $0.0049 per share. As a placement agent fee in connection with the Mast Hill Note #3, in December 2022, the Company issued to Darbie 11,468,572 cashless warrants (the “Darbie Placement #4 Warrants”) with an exercise price of $0.0049 per share. |
CONVERTIBLE PROMISSORY NOTES TH
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | |
CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES | 9. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES Tri-Bridge Ventures LLC In April 2020, the Company obtained a loan in the amount of $25,000 from Tri-Bridge Ventures LLC. In consideration of such loan, the Company issued a $25,000 face amount convertible promissory note (the “Tri-Bridge Note”) bearing interest at 10% per annum, with principal and interest due in January 2021. Tri-Bridge Note is convertible into shares of the Company’s common stock at the rate of one share for each $0.001 of debt converted anytime after August 30, 2020. During the year ended December 31, 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 $ 25,000 $ 0.001 24,999,998 Total Converted: $25,000 Total Shares: 24,999,188 At December 31, 2022 and 2021, accrued interest on the Tri-Bridge Note was $-0- and $4,178, respectively. The $4,178 in accrued interest was forgiven by Tri-Bridge. EMA Financial, LLC In December 2020, the Company obtained a loan from EMA Financial, LLC which netted us $50,000 in proceeds. In consideration of such loan, the Company issued a $58,600 face amount convertible promissory note (the “EMA Note”), with OID of $4,100, bearing interest at 10% per annum, with principal and interest due in September 2021. The Company had the right to repay the EMA Note at a premium ranging from 120% to 145% of the face amount. The EMA Note was convertible into shares of the Company’s common stock at a conversion price equal to the lower of 60% of the market price of the Company’s common stock on the date of issuance of the EMA Note and the date of conversion, any time after June 15, 2021. 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. In January 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $52,000 in proceeds. In consideration of such loan, the Company issued a $55,500 face amount convertible promissory note (“Power Up Note #1”) bearing interest at 12% per annum, with principal and interest due in January 2022. 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. During the year ended December 31, 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 In February 2021, the Company obtained a loan from SE Holdings LLC which netted the Company $106,000 in proceeds. In consideration of such loan, the Company issued a $121,000 face amount promissory note (the “SE Holdings Note”), with 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. The Company had the right to repay the SE Holdings Note at any time. Should the Company have been in default on SE Holdings Note, the SE Holdings Note would have become convertible into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest closing bid price of the Company’s commons stock for the trading day immediately preceding either (a) the delivery of a notice of default, (b) the delivery of a notice of conversion resulting from such default or (c) the issue date of the SE Holdings Note. In addition, the Company issued 2,000,000 shares of its common stock to SE Holdings as a commitment fee, which shares were valued at $0.065 with a 50% discount per share, or $65,000, in the aggregate. 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. In February 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $43,500 in proceeds. In consideration of such loan, the Company issued a $43,500 face amount convertible promissory note (“Power Up Note #2”) bearing interest at 12% per annum, with principal and interest due in January 2022. The Company had the right to repay the Power Up Note #2 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #2 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 #2 and the date of conversion, any time after August 17, 2021. During the year ended December 31, 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 April 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $68,750 in proceeds. In consideration of such loan, the Company issued a $68,750 face amount convertible promissory note (“Power Up Note #3”) bearing interest at 12% per annum, with principal and interest due in April 2022. The Company had the right to repay the Power Up Note #3 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #3 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 #3 and the date of conversion, any time after October 22, 2021. 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 August 2021, the Company obtained a loan from Power Up Lending Group Ltd. which netted the Company $78,750 in proceeds. In consideration of such loan, the Company issued a $78,750 face amount convertible promissory note (“Power Up Note #4”) bearing interest at 12% per annum, with principal and interest due in August 2022. The Company had the right to repay the Power Up Note #4 at a premium ranging from 125% to 145% of the face amount. The Power Up Note #4 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 #4 and the date of conversion, any time after October 22, 2021. 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 In September 2021, the Company obtained a loan from FirstFire Global Opportunities Fund LLC which netted the Company $125,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount convertible promissory note (“FirstFire Note”), with OID of $125,000, due in September 2022. The Company had the right to repay the FirstFire Note at anytime, with a 20%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The FirstFire Note was convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021. 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 In September 2021, the Company obtained a loan from Tiger Trout Capital Puerto Rico, LLC which netted the Company $250,000 in proceeds. In consideration of such loan, the Company issued a $500,000 face amount convertible promissory note (“Tiger Trout Note”), with OID of $250,000, with principal due in September 2022. The Company has the right to repay the Tiger Trout Note at anytime, with a 10%, or $50,000, reduction in principal owed if repaid in full on or before November 30, 2021. The Tiger Trout Note is convertible into shares of the Company’s common stock at a conversion price equal to $0.015 per share, any time after December 1, 2021. During the year ended December 31, 2022, the Company repaid in full the remaining $200,000 balance of the Tiger Trout Note. 1800 Diagonal Lending LLC In March 2022, the Company obtained a loan from Sixth Street Lending LLC, who later assigned the loan to an affiliated company, 1800 Diagonal Lending LLC, which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $228,200 face amount promissory note (the “1800 Diagonal Note #1”), with OID of $24,450 recorded as a debt discount and a one-time interest charge of $25,102, with principal and interest payable in 10 equal monthly payments of $25,330.20 beginning in May 2022. The Company has the right to repay the 1800 Diagonal Note #1 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #1, the 1800 Diagonal Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. As of December 31, 2022, the Company was current in its repayment obligations under the 1800 Diagonal Note #1 and the 1800 Diagonal Note #1 had a remaining balance of $45,640 at December 31, 2022. Talos Victory Fund, LLC In May 2002, the Company obtained a loan from Talos Victory Fund, LLC which netted the Company $107,780 in proceeds. In consideration of such loan, the Company issued a $135,000 face amount promissory note (the “Talos Note #1”), with OID of $13,500 recorded as a debt discount, commissions of $9,720 and legal fees of $4,000. The Talos Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker. During the year ended December 31, 2022, $16,200 in accrued interest on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 16,200 $ 0.001 16,200,000 Total Converted: $16,200 Total Shares: 16,200,000 During the year ended December 31, 2022, $28,500 in principal on the Talos Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 28,500 $ 0.001 28,500,000 Total Converted: $28,500 Total Shares: 28,500,000 At December 31, 2022, the Talos Note #1 had a remaining balance of $106,500. Mast Hill Fund, L.P. In May 2002, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $200,000 in proceeds. In consideration of such loan, the Company issued a $250,000 face amount promissory note (the “Mast Hill Note #1”), with OID of $25,000 recorded as a debt discount, commissions of $18,000 and legal fees of $7,000. The Mast Hill Note #1 is due in May 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.005 per share, subject to a 4.99% equity blocker. In December 2022, the Mast Hill Note #1 was amended to increase the principal by $100,000, which amount represents financing fees. Also in December 31, 2022, the Company repaid $100,000 in principal of the Mast Hill Note #1. During the year ended December 31, 2022, $9,500 in principal, $30,000 in interest and $7,000 in fees with respect to the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 46,500 $ 0.001 46,500,000 Total Converted: $46,500 Total Shares: 46,500,000 At December 31, 2022, the Mast Hill Note #1 had a remaining balance of $240,500. GS Capital Partners, LLC In June 2022, we obtained a loan from GS Capital Partners, LLC which netted our company $63,650 in proceeds. In consideration of such loan, we issued a $70,000 face amount promissory note (the “GS Capital Note #1”), with OID of $6,500 recorded as a debt discount, a finder’s fee of $4,900 and legal fees of $3,000, with principal and interest payable in 10 equal monthly payments of $7,840 beginning in September 2022. The Company has the right to repay the GS Capital Note #1 at any time, without penalty. Should the Company become in default on the GS Capital Note #1, the GS Capital Note #1 becomes convertible into shares of the Company’s common stock at a conversion price equal to 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. As of December 31, 2022, the Company was current in its repayment obligations under the GS Capital Note #1 and the GS Capital Note #1 had a remaining balance of $42,000 at December 31, 2022. Boot Capital, LLC In August 2022, the Company obtained a loan from Boot Capital, LLC which netted the Company $56,000 in proceeds. In consideration of such loan, the Company issued a $61,600 face amount promissory note (the “Boot Capital Note #1”), with OID of $5,600 recorded as a debt discount, commissions of $3,360 and legal fees of $2,500. The Boot Capital Note #1 is due in August 2023 and is convertible into shares of the Company’s common stock at any time after 180 days of issuance at a conversion price at a 40% discount to the then-market price of the Company’s common stock, subject to a 4.99% equity blocker. At December 31, 2022, the Boot Capital Note #1 had a remaining balance of $61,600. Mast Hill Fund, L.P. In September 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $130,500 in proceeds. In consideration of such loan, the Company issued a $145,000 face amount promissory note (the “Mast Hill Note #2”), with OID of $14,500 recorded as a debt discount, commissions of $10,440 and legal fees of $3,000. The Mast Hill Note #2 is due in September 2023 and is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0025 per share, subject to a 4.99% equity blocker. At December 31, 2022, the Mast Hill Note #2 had a remaining balance of $145,000. 1800 Diagonal Lending LLC In November 2022, the Company obtained a loan from 1800 Diagonal Lending LLC which netted the Company $100,000 in proceeds. In consideration of such loan, the Company issued a $103,750 face amount convertible promissory note (“1800 Diagonal Note #2”) bearing interest at 10% per annum, with principal and interest due in November 2023. The Company has the right to repay the 1800 Diagonal Note #2 at a premium ranging from 120% to 125% of the face amount. The 1800 Diagonal Note #2 is convertible into shares of the Company’s common stock at a conversion price equal to 65% multiplied by the average of the two lowest trading prices of the Company’s common stock during the 15 trading days prior to the applicable conversion date, any time after May 7, 2023. At December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $103,750. Mast Hill Fund, L.P. In December 2022, the Company obtained a loan from Mast Hill Fund, L.P. which netted the Company $179,650 in proceeds. In consideration of such loan, the Company issued a $223,000 face amount senior secured promissory note (the “Mast Hill Note #3”), with OID of $22,300 recorded as a debt discount, commissions of $16,050 and legal fees of $5,000. The Mast Hill Note #3 is due in December 2023 and is convertible into shares of our common stock at any time at a conversion price of $0.001 per share, subject to a 4.99% equity blocker. In connection with the Mast Hill Note #3, we issued to Mast Hill 223,000,000 cashless warrants with an exercise price of $.001 per share. Additionally, we issued 11,468,572 cashless warrants with an exercise price of $0.0014 per share to Darbie, as a placement agent fee, in connection with the Mast Hill Note #3. At December 31, 2022, the Mast Hill Note #3 had a remaining balance of $223,000. |
LOANS PAYABLE RELATED PARTIES
LOANS PAYABLE RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
LOANS PAYABLE RELATED PARTIES | |
LOANS PAYABLE - RELATED PARTIES | 10. LOANS PAYABLE - RELATED PARTIES Year Ended December 31, 2022 During the year ended December 31, 2022, the Company obtained $70,500 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. The funds were used to make payment on the 1800 Diagonal Note #1 and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2022, the Company owed Touchstone $70,500. During the year ended December 31, 2022, the Company obtained an advance from its President, Fabian G. Deneault, in the amount of $10,000. The funds were used for marketing expenses. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2022, the Company owed Mr. Deneault $10,000. At December 31, 2022, the Company owed Astonia LLC $5,242 in principal and $491 in interest, and (b) EF2T, Inc. $4,470 in principal and $996 in interest. Year Ended December 31, 2021 During the year ended December 31, 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 December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70. At December 31, 2021, the Company owed (a) Astonia LLC $5,242 in principal and $268 in interest, and (b) EF2T, Inc. $4,470 in principal and $773 in interest. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Securities Exchange Agreements In August 2022, the Company entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”) with its officers and directors: (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 issued a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,472,996 shares of its common stock, as follows: Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,115,002 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 123,472,996 shares 42,000 shares The 123,472,996 shares of common stock received by the Company pursuant to the Exchange Agreements were cancelled and returned to the status of authorized and unissued. Advances from Related Parties Year Ended December 31, 2022 During the year ended December 31, 2022, the Company obtained $70,500 in advances from Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of the Company’s officers and directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan. The funds were used to make payment on the 1800 Diagonal Note #1 and for working capital. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2022, the Company owed Touchstone $70,500. During the year ended December 31, 2022, the Company obtained an advance from its President, Fabian G. Deneault, in the amount of $10,000. The funds were used for marketing expenses. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2022, the Company owed Mr. Deneault $10,000. At December 31, 2022, the Company owed (a) Astonia LLC $5,242 in principal and $491 in interest, and (b) EF2T, Inc. $4,470 in principal and $996 in interest Year Ended December 31, 2021 During the year ended December 31, 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: $58,600 in principal; $3,499.30 in interest; and $31,598.40 as a prepayment premium). Such funds were obtained as a loan on open account, accrue no interest and are due on demand. At December 31, 2021, such loan had been repaid in full, in the amount of $93,697.70. At December 31, 2022, the Company owed (a) Astonia LLC $5,242 in principal and $268 in interest, and (b) EF2T, Inc. $4,470 in principal and $773 in interest. Employment Agreement In April 2022, the Company entered into an employment agreement with one of its executive officers, William J. LoBell. This agreement is for a two-year term. Under the agreement, Mr. LoBell was to be issued 1,000,000 shares of Company common stock as a signing bonus and he is to be issued 500,000 shares of our common stock on the first day of July 2022, October 2022, January 2023 and April 2023. By the terms of this agreement, all shares of common stock issued to Mr. LoBell are valued at $0.01 per share. At December 31, 2022, the Company was obligated to issue a total of 2,000,000 shares of its common stock pursuant to this agreement, the total value of which, $33,333, is included in the Company’s accounts payable at December 31, 2022. All 2,000,000 shares were issued subsequent to December 31, 2022. Additionally, Mr. LoBell is to be paid a monthly salary of $5,000. Common Stock Issued for Services In April 2022, the Company entered into an executive services agreement with its Executive Vice President, William J. LoBell, pursuant to which it is obligated to issue 1,000,000 shares of its common stock upon execution of such agreement, then 500,000 shares of its common stock on each of July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. At December 31, 2022, the Company was obligated to issue a total of 2,000,000 shares of its common stock pursuant to this agreement, the total value of which, $20,000, is included in the Company’s accounts payable at December 31, 2022. All 2,000,000 shares were issued subsequent to December 31, 2022. 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) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement. As of December 31, 2022, the Company owed Touchstone Enviro Solutions, Inc. $3,300 in royalties, which amount has been accrued. Facility Lease In May 2020, BB Potentials 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. |
SECURITIES EXCHANGE AGREEMENTS
SECURITIES EXCHANGE AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
SECURITIES EXCHANGE AGREEMENTS | |
SECURITIES EXCHANGE AGREEMENTS | 12. SECURITIES EXCHANGE AGREEMENTS In August 2022, the Company entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”) with its officers and directors: (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 issued a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,472,996 shares of its common stock, as follows: Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be 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 123,472,996 shares 42,000 shares The 123,472,996 shares of common stock received by the Company pursuant to the Exchange Agreements were cancelled and returned to the status of authorized and unissued. |
NEW MITEXSTREAM AGREEMENT
NEW MITEXSTREAM AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
NEW MITEXSTREAM AGREEMENT | |
NEW MITEXSTREAM AGREEMENT | 13. 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) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. The disinterested Directors of the Company approved the New MiteXstream Agreement. As of December 31, 2022, the Company owed Touchstone Enviro Solutions, Inc. $3,300 in royalties, which amount has been accrued. |
ASSET PURCHASE
ASSET PURCHASE | 12 Months Ended |
Dec. 31, 2022 | |
ASSET PURCHASE | |
ASSET PURCHASE | 14. ASSET PURCHASE 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 (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 was amortized over 18 months. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | 15. 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 that was amortized over 18 months. The asset has been fully amortized as of December 31, 2022. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORY | |
INVENTORY | 16. INVENTORY Inventory at December 31, 2022, consists of the following: Raw Materials $ 28,310 Work in Process 60,071 $ 88,381 |
STOCKHOLDER RECEIVABLE
STOCKHOLDER RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDER RECEIVABLE | |
STOCKHOLDER RECEIVABLE | 17. STOCKHOLDER RECEIVABLE At December 31, 2022 and 2021, 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. |
REGULATION A OFFERINGS
REGULATION A OFFERINGS | 12 Months Ended |
Dec. 31, 2022 | |
REGULATION A OFFERINGS | |
REGULATION A OFFERINGS | 18. REGULATION A OFFERINGS Reg A #1 Reg A #2 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 19. INCOME TAXES The Company’s federal income tax returns for the years ended December 31, 2019, through December 31, 2021, remain subject to examination by the Internal Revenue Service, as of December 31, 2022. No provision was made for federal income tax for the year ended December 31, 2022, since the Company had net operating losses. The Company has available net operating loss carry-forward of approximately $5,468,000 which begins to expire in 2029 unless utilized beforehand. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward. However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available. Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a full valuation allowance such that the net deferred tax asset is $0, as of December 31, 2022 and 2021. The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2018. For net operating losses (NOLs) arising after December 31, 2018, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018, will not be subject to the taxable income limitation. The 2017 Act would eliminate the carryback of all NOLs arising in a tax year ending after 2017 and, instead, permits all such NOLs to be carried forward indefinitely. 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,146,386 $ 798,046 Less: valuation allowance (1,146,386 ) (798,046 ) Net deferred tax assets $ - $ - |
LEASING COMMITMENTS
LEASING COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
LEASING COMMITMENTS | |
LEASING COMMITMENTS | 20. LEASING COMMITMENTS At December 31, 2022, the Company had no existing operating lease. |
EQUITY PURCHASE AGREEMENT
EQUITY PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY PURCHASE AGREEMENT | |
EQUITY PURCHASE AGREEMENT | 21. EQUITY PURCHASE AGREEMENT In December 2022, the Company entered into an Equity Purchase Agreement (the “Equity Agreement”), together with a registration rights agreement, with Mast Hill Fund, L.P. (“Mast Hill”), pursuant to which the Company has the right to sell to Mast Hill up to $5,000,000 in shares of Company common stock, subject to certain limitations. Mast Hill was also issued a five-year warrant to purchase 170,000,000 shares of Company common stock at an exercise price of $0.001 per share with standard anti-dilution provisions and cashless exercise. For the 170,000,000 stock warrants issued, the Company used the Black Scholes Pricing Model to determine the fair value. The fair value for the stock warrants was $76,293, which was recorded as deferred offering costs. Under the terms and subject to the conditions of the Equity Agreement, Mast Hill is obligated to purchase up to $5,000,000 in shares of Company common stock (subject to certain limitations) from time to time over the 24-month period commencing on the date of the Equity Agreement. The price per share of Company common stock shall be ninety percent (90%) of the average of the two (2) lowest volume weighted average prices of the common stock for seven trading days following the clearing date associated with the put notice delivered by the Company to Mast Hill. The minimum amount of each put shall be $20,000 and the maximum shall be the lower of 150% of the average daily trading volume and $500,000. The Company’s sales of shares of Company common stock to Mast Hill under the Equity Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Mast Hill and its affiliates, at any single point in time, of more than 4.99% of the then-outstanding shares of Company common stock. The Company agreed with Mast Hill that it will not enter into any other credit equity line agreements without the prior consent of Mast Hill. Pursuant to the terms of the registration rights agreement, the Company is obligated to file a registration statement with the SEC with respect to the shares of Company common stock issuable to Mast Hill in connection with the Equity Agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS Loan Repayment In January 2023, the 1800 Diagonal Note #2 was repaid in full. Loan From Third Party In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted the Company $125,330.20 in proceeds. In consideration of such loan, the Company issued a $144,569.20 face amount promissory note (the “1800 Diagonal Note #3”), with OID of $15,489, a one-time interest charge of $17,348.30, legal fees of $3,000 and $750 in due diligence fees, with principal and interest payable in 10 equal monthly payments of $16,191.75 beginning in February 2023. The Company has the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should the Company become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of the Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date. Facility Lease In January 2023, the Company entered into a lease for the operating facility described below. Address Description Use Yearly Rent Expiration Date 11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 Office/Warehouse (1,500 sq. ft.) Administrative/ Warehousing $8,700 * January 31, 2025 * The Company is a co-lessee under the lease agreement by which it rents this facility. The Company’s co-lessee is Petro X Solutions, Inc., a wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII), an affiliate the Company. By agreement with Petro X Solutions, each party is responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, the Company would be responsible for paying the entire monthly rental amount of $1,450. Common Stock Issued for Services In March 2023, the Company issued a total of 2,000,000 shares of its common stock pursuant to an employment agreement with the Company’s Executive Vice President, William J. LoBell, the total value of which, $20,000, was included in the Company’s accounts payable at December 31, 2022. In March 2023, the Company issued an additional 500,000 shares of its common stock pursuant to such employment agreement, the aggregate valued of which shares was $5,000. Common Stock Issued for Debt Conversions Talos Victory Fund, LLC Subsequent to December 31, 2022, the Talos 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 $ 106,500 $ 0.001 106,500,000 Total Converted: $106,500 Total Shares: 106,500,000 Mast Hill Fund, L.P. Subsequent to December 31, 2022, $36,650 in principal and $5,250 in fees with respect to the Mast Hill Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 41,900 $ 0.001 41,900,000 Total Converted: $41,900 Total Shares: 41,900,000 Boot Capital, LLC Subsequent to December 31, 2022, $6,250 in principal of the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows: Amount Converted Conversion Price Per Share Number Shares $ 6,250 $ 0.0003 20,833,333 Total Converted: $6,250 Total Shares: 20,8333,333 Other Management has evaluated subsequent events through March 20, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 $726,463 at December 31, 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 December 31, 2022 and 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, outstanding options and warrants, if any, are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. At December 31, 2022 and 2021, there were potential dilutive securities of the Company outstanding. |
Related Parties | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Inventories | Inventories consist primarily of raw materials and finished goods. The inventory is recorded at the lower of cost or market which approximates first-in, first-out (FIFO). |
Property and Equipment | Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which range from 3-5 years. |
Accounts Receivable and Revenue Recognition | Accounts receivable is recorded net of an allowance for expected losses. As of December 31, 2022 and 2021, there is $-0- and $-0- recorded as allowance for doubtful accounts. Revenue is recognized at the point of invoicing for sales of inventory. |
Deferred Financing Costs | Deferred financing costs are capitalized and amortized over the life of the loan using the straight-line method which approximates the effective interest method. As of December 31, 2022, there were $142,190 in unamortized loan fees. |
Convertible Notes | The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. |
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 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 early adopted ASU 2020-06 for the year beginning January 1, 2021. The Company has adopted 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 year ended December 31, 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 year ended December 31, 2021 the effect on EPS would be unchanged after the adoption of ASU 2020-06. |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK | |
Schedule of Common Stock Issued for Debt Conversion | Amount Converted Conversion Price Per Share Number Shares $ 25,000 $ 0.001 24,999,998 Total Converted: $25,000 Total Shares: 24,999,188 Amount Converted Conversion Price Per Share Number Shares $ 16,200 $ 0.001 16,200,000 Total Converted: $16,200 Total Shares: 16,200,000 Amount Converted Conversion Price Per Share Number Shares $ 28,500 $ 0.001 28,500,000 Total Converted: $28,500 Total Shares: 28,500,000 Amount Converted Conversion Price Per Share Number Shares $ 46,500 $ 0.001 46,500,000 Total Converted: $46,500 Total Shares: 46,500,000 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. |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
WARRANTS | |
Schedule of common stock for the outstanding | Outstanding as of January 1, 2022 --- Granted 435,720,435 Exchanged for common shares 14,437,500 Outstanding as of December 31, 2022 421,282,935 |
Schedule of fair value of warrants issued | Strike price $ 0.001-0.008 Term (years) 5 Volatility 0.145%-0.148 % Risk free rate 2.81-2.66 Dividend yield 0 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES | |
Schedule of conversion into shares (Tri-Bridge Ventures LLC) | Amount Converted Conversion Price Per Share Number Shares $ 25,000 $ 0.001 24,999,998 Total Converted: $25,000 Total Shares: 24,999,188 |
Schedule of conversion into shares (Power Up Lending Group Ltd)D6 | 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 |
Schedule of through conversion into shares (Power Up Lending Group Ltd) | 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. |
Schedule of accrued 16,200 interest on the Talos 2022 | Amount Converted Conversion Price Per Share Number Shares $ 16,200 $ 0.001 16,200,000 Total Converted: $16,200 Total Shares: 16,200,000 |
Schedule of 28,500 in principal on the Talos | Amount Converted Conversion Price Per Share Number Shares $ 28,500 $ 0.001 28,500,000 Total Converted: $28,500 Total Shares: 28,500,000 |
Schedule of Mast Hill Fund, L.P. coversion into share | Amount Converted Conversion Price Per Share Number Shares $ 46,500 $ 0.001 46,500,000 Total Converted: $46,500 Total Shares: 46,500,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Securities Exchange Agreements | Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be Issued Deneault Agreement 49,746,253 shares 14,250 shares Newlan Agreement 49,317,406 shares 14,250 shares Sluss Agreement 1,115,002 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 123,472,996 shares 42,000 shares |
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” (1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. |
SECURITIES EXCHANGE AGREEMENTS
SECURITIES EXCHANGE AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SECURITIES EXCHANGE AGREEMENTS | |
Schedule of Exchange Agreements | Exchange Agreement Number of Shares of Common Stock to be Exchanged Number of Shares of Series A Preferred Stock to be 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 123,472,996 shares 42,000 shares |
NEW MITEXSTREAM AGREEMENT (Tabl
NEW MITEXSTREAM AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NEW MITEXSTREAM AGREEMENT | |
Schedule of Original MiteXstream Agreement | New MiteXstream Agreement Original MiteXstream Agreement Term December 31, 2080 Initial terms of 10 years, with one 10-year renewal term Territory Worldwide Exclusive (1) United States and Canada Royalty $10.00 per gallon manufactured Effective royalty of an estimated $50 per gallon Minimums 2,500 gallons of concentrate manufactured per year (2) $20,000 of product per year Sublicensing Right to sublicense granted No right to sublicense Trademarks For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” For no extra consideration, rights granted to use “MiteXstream” (1) Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met. (2) The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORY | |
Schedule of Inventory | Raw Materials $ 28,310 Work in Process 60,071 $ 88,381 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of deferred tax Assets | 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,146,386 $ 798,046 Less: valuation allowance (1,146,386 ) (798,046 ) Net deferred tax assets $ - $ - |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
Schedule of Operating Facility | Address Description Use Yearly Rent Expiration Date 11961 Hilltop Road Building 7 – Suite 22 Argyle, Texas 76226 Office/Warehouse (1,500 sq. ft.) Administrative/ Warehousing $8,700 * January 31, 2025 |
Schedule of Common Stock Issued for Debt Conversions | Amount Converted Conversion Price Per Share Number Shares $ 106,500 $ 0.001 106,500,000 Total Converted: $106,500 Total Shares: 106,500,000 Amount Converted Conversion Price Per Share Number Shares $ 41,900 $ 0.001 41,900,000 Total Converted: $41,900 Total Shares: 41,900,000 Amount Converted Conversion Price Per Share Number Shares $ 6,250 $ 0.0003 20,833,333 Total Converted: $6,250 Total Shares: 20,8333,333 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Working capital | $ (726,463) | |
Valuation allowance against net deferred tax assets | 100% | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Unamortized loan fees | $ 142,190 | |
Minimum [Member] | ||
Property and equipment estimated useful lives | 3 years | |
Maximum [Member] | ||
Property and equipment estimated useful lives | 5 years | |
Notes Payable [Member] | ||
Effect of changes on retained earnings | 26,555 | |
Common Stocks | ||
Effect of changes on retained earnings | 29,788 | |
Additional Paid-in Capital [Member] | ||
Effect of changes on retained earnings | $ 56,343 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) | Dec. 31, 2022 USD ($) |
CONCENTRATION OF CREDIT RISK | |
Federally-insured limit | $ 250,000 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - Series A Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Exchange Agreements | 42,000 |
Number Share Issued Upon Converion | 123,472,996 |
AMENDMENT OF ARTICLES OF INCORP
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Nov. 30, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) | |||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 325,000,000 | |
Increased authorized shares of common stock | 750,000,000 | ||||
Seies A Preferred Stock | 42,000 | ||||
Preferred Stock Par Value | $ 0.001 | ||||
Increased authorized shares of preferred stock | 50,000,000 |
COMMON STOCK (Details)
COMMON STOCK (Details) - Tri-Bridge Note 1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.001 |
Number Share issued upon converion | shares | 24,999,998 |
Amount Converted | $ | $ 25,000 |
COMMON STOCK (Details 1)
COMMON STOCK (Details 1) - Tolas Note 1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.001 |
Number Share issued upon converion | shares | 16,200,000 |
Amount Converted | $ | $ 16,200 |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) - Tolas Note 1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.001 |
Number Share issued upon converion | shares | 28,500,000 |
Amount Converted | $ | $ 28,500 |
COMMON STOCK (Details 3)
COMMON STOCK (Details 3) - Mast Hill Note 1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number Share issued upon converion | shares | 46,500,000 |
Amount Converted | $ | $ 46,500 |
Conversion Price Per Share | $ / shares | $ 0.001 |
COMMAN STOCK (Details 4)
COMMAN STOCK (Details 4) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Third Conversion [Member] | Power Up Note #1 [Member] | |
Number Share issued upon converion | shares | 1,666,434 |
Amount Converted | $ | $ 20,500 |
Converion Price Per Share | $ / shares | $ 0.0143 |
Third Conversion [Member] | Power Up Note #2 [Member] | |
Number Share issued upon converion | shares | 1,371,605 |
Amount Converted | $ | $ 11,110 |
Converion Price Per Share | $ / shares | $ 0.0081 |
First Conversion [Member] | Power Up Note #1 [Member] | |
Number Share issued upon converion | shares | 925,926 |
Amount Converted | $ | $ 15,000 |
Converion Price Per Share | $ / shares | $ 0.0162 |
First Conversion [Member] | Power Up Note #2 [Member] | |
Number Share issued upon converion | shares | 1,094,891 |
Amount Converted | $ | $ 15,000 |
Converion Price Per Share | $ / shares | $ 0.0137 |
Second Conversion [Member] | Power Up Note #1 [Member] | |
Number Share issued upon converion | shares | 1,398,601 |
Amount Converted | $ | $ 20,000 |
Converion Price Per Share | $ / shares | $ 0.0143 |
Second Conversion [Member] | Power Up Note #2 [Member] | |
Number Share issued upon converion | shares | 2,150,538 |
Amount Converted | $ | $ 20,000 |
Converion Price Per Share | $ / shares | $ 0.0093 |
Total Conversion [Member] | Power Up Note #1 [Member] | |
Number Share issued upon converion | shares | 3,990,961 |
Amount Converted | $ | $ 55,500 |
Converion Price Per Share | $ / shares | $ 0 |
Total Conversion [Member] | Power Up Note #2 [Member] | |
Number Share issued upon converion | shares | 4,617,034 |
Amount Converted | $ | $ 46,110 |
Converion Price Per Share | $ / shares | $ 0 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2022 | Jul. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Apr. 30, 2020 | |
Aggregate value authorized and unissued exchange shares | 42,000 | 42,000 | ||||||||||
Cancelled common stock shares | 123,472,996 | 123,472,996 | ||||||||||
Common stock, shares | 63,000 | 101,610 | ||||||||||
Price per share | $ 0.001 | |||||||||||
Aggregate value | $ 119,650 | $ 34,500 | $ 9,000 | |||||||||
Aggregate value | $ 34,500 | $ 573,348 | ||||||||||
SEC File No. 024-11621 [Member] | ||||||||||||
Common stock, shares | 4,875,000 | |||||||||||
Price per share | $ 0.04 | |||||||||||
Aggregate value | $ 195,000 | |||||||||||
SEC File No. 024-11215 [Member] | ||||||||||||
Common stock, shares | 93,033,333 | |||||||||||
Price per share | $ 0.015 | |||||||||||
Aggregate value | $ 1,395,500 | |||||||||||
SEC File No. 024-11215 One [Member] | ||||||||||||
Common stock, shares | 4,687,500 | |||||||||||
Aggregate value | $ 150,000 | |||||||||||
Price per share | $ 0.032 | |||||||||||
Third-Party Consultant 1 [Member] | ||||||||||||
Common stock, shares | 167,000 | 8,000,000 | 1,002,000 | |||||||||
Price per share | $ 0.034 | $ 0.03 | ||||||||||
Aggregate value | $ 34,068 | $ 250,400 | ||||||||||
Third-Party Consultant Two [Member] | ||||||||||||
Common stock, shares | 450,000 | 50,000 | ||||||||||
Aggregate value | $ 13,500 | $ 2,180 | ||||||||||
Price per share | $ 0.0313 | |||||||||||
William E. Sluss [Member] | ||||||||||||
Common stock, shares | 500,000 | |||||||||||
Price per share | $ 0.034 | |||||||||||
Aggregate value | $ 15,000 | |||||||||||
Third Party [Member] | ||||||||||||
Common stock, shares | 2,000,000 | |||||||||||
Price per share | $ 0.065 | |||||||||||
February 2021 [Member] | ||||||||||||
Common stock shares issued during period | 150,000 | 2,000,000 | ||||||||||
Price per share | $ 0.0406 | $ 0.065 | ||||||||||
Aggregate value | $ 2,030 | $ 65,000 | ||||||||||
Discount rate | 50% | |||||||||||
March 2021 [Member] | ||||||||||||
Price per share | $ 0.0436 | |||||||||||
January 2022 [Member] | ||||||||||||
Aggregate value | $ 34,500 | |||||||||||
Shares issueble value | $ 2,300,000 | |||||||||||
April 2022 [Member] | ||||||||||||
Aggregate value | 20,000 | |||||||||||
Shares issueble value | $ 2,000,000 | |||||||||||
October Twenty Twenty One [Member] | Third Party [Member] | ||||||||||||
Aggregate value | $ 253,500 | |||||||||||
Common stock shares issued during period | 13,000,000 | |||||||||||
Price per share | $ 0.0195 | |||||||||||
September 2021 [Member] | ||||||||||||
Common stock, shares | 600,000 | |||||||||||
Price per share | $ 0.015 | |||||||||||
Aggregate value | $ 3,000 | |||||||||||
Mast Hill Fund LP [Member] | ||||||||||||
Issuace Of Common Stock | 9,375,000 | |||||||||||
Mast Hill Fund LP [Member] | Mast Hill Fund Warrants [Member] | ||||||||||||
Issuace Of Common Stock | 9,375,000 | |||||||||||
Consulting Agreements [Member] | January 2022 [Member] | ||||||||||||
Common stock shares issued during period | 22,500 | |||||||||||
Aggregate value | $ 7,500 | |||||||||||
Consulting Agreements [Member] | April 2022 [Member] | ||||||||||||
Common stock shares issued during period | 500,000 | |||||||||||
Aggregate value | $ 1,000,000 | |||||||||||
Talos Victory Fund LLC [Member] | ||||||||||||
Issuace Of Common Stock | 5,062,500 | |||||||||||
Talos Victory Fund LLC [Member] | Talos Warrants [Member] | ||||||||||||
Issuace Of Common Stock | 5,062,500 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
WARRANTS | |
Outstanding as of January 1, 2022 | 0 |
Granted | 435,720,435 |
Exchanged for common shares | 14,437,500 |
Outstanding as of December 31, 2022 | 421,282,935 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Term (years) | 5 years |
Volatility rate maximum | 148% |
Volatility rate minimum | 145% |
Dividend yield | $ | $ 0 |
Minimum [Member] | |
Strike price | $ 0.001 |
Warrants Risk free rate | 2.66% |
Maximum [Member] | |
Strike price | $ 0.008 |
Warrants Risk free rate | 2.81% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | May 30, 2022 | Dec. 31, 2022 | |
Common stock shares reserved | 421,282,935 | 421,282,935 | |||
Warrants issued | 435,720,435 | 435,720,435 | |||
Warrants exercised | 14,437,500 | ||||
Mast Hill Fund LP [Member] | |||||
Issuace Of Common Stock | 9,375,000 | ||||
Talso Note And Mast Hill Fund LP [Member] | J. H. Darbie & Co. [Member] | |||||
Warrants issued | 1,215,000 | ||||
Exercise price | $ 0.008 | ||||
Exercise Price Of Cashless Warrant | $ 0.008 | ||||
Issuace Of Cashless Warrant | 2,250,000 | ||||
Issuace Of Cashless Warrant(Mast Hill Note 2) | 11,468,572 | 2,130,613 | |||
Exercise Price(Mast Hill Note 2) | $ 0.0049 | $ 0.0049 | |||
Talos Victory Fund LLC [Member] | |||||
Issuace Of Common Stock | 5,062,500 | ||||
Talos Warrants [Member] | Talos Victory Fund LLC [Member] | |||||
Warrants issued | 7,593,750 | 7,593,750 | |||
Exercise price | $ 0.008 | $ 0.008 | |||
Issuace Of Common Stock | 5,062,500 | ||||
Mast Hill Fund Warrants [Member] | Mast Hill Fund LP [Member] | |||||
Warrants issued | 14,062,500 | 14,062,500 | |||
Exercise price | $ 0.008 | $ 0.008 | |||
Issuace Of Common Stock | 9,375,000 | ||||
Exercise Price(Mast Hill Note 3) | $ 0.0055 | $ 0.0055 | |||
Additional Cashless Warrants Issued | 40,000,000 | ||||
Mast Hill Fund Warrants [Member] | Mast Hill Fund Note 3 [Member] | |||||
Warrants issued | 223,000,000 | 223,000,000 | |||
Exercise Price(Mast Hill Note 3) | $ 0.001 | $ 0.001 | |||
Mast Hill Fund Warrants [Member] | Mast Hill EPA Warrants [Member] | |||||
Warrants issued | 170,000,000 | 170,000,000 | |||
Exercise Price(Mast Hill EPA Warrants) | $ 0.001 | $ 0.001 | |||
GS Capital Warrants [Member] | GS Capital Partners, LLC. [Member] | |||||
Warrants issued | 4,000,000 | 4,000,000 | |||
Exercise price | $ 0.008 | $ 0.008 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details) - Tri-Bridge Note #1 [Member] - Convertible Promissory Note [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Amount Converted | $ | $ 25,000 |
Converion Price Per Share | $ / shares | $ 0.001 |
Number Shares | shares | 24,999,188 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 1) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
First Conversion [Member] | Power Up Note #1 [Member] | |
Converion Price Per Share | $ 0.0162 |
First Conversion [Member] | Power Up Note #2 [Member] | |
Converion Price Per Share | 0.0137 |
Second Conversion [Member] | Power Up Note #1 [Member] | |
Converion Price Per Share | 0.0143 |
Second Conversion [Member] | Power Up Note #2 [Member] | |
Converion Price Per Share | 0.0093 |
Third Conversion [Member] | Power Up Note #1 [Member] | |
Converion Price Per Share | 0.0143 |
Third Conversion [Member] | Power Up Note #2 [Member] | |
Converion Price Per Share | $ 0.0081 |
Convertible Promissory Note [Member] | Power Up Note #1 [Member] | |
Amount converted | $ | $ 55,500 |
Number of shares | shares | 3,990,961 |
Convertible Promissory Note [Member] | Power Up Note #2 [Member] | |
Amount converted | $ | $ 46,110 |
Number of shares | shares | 4,617,034 |
Convertible Promissory Note [Member] | First Conversion [Member] | Power Up Note #1 [Member] | |
Amount converted | $ | $ 15,000 |
Number of shares | shares | 925,926 |
Converion Price Per Share | $ 0.0162 |
Convertible Promissory Note [Member] | First Conversion [Member] | Power Up Note #2 [Member] | |
Amount converted | $ | $ 15,000 |
Number of shares | shares | 1,094,891 |
Converion Price Per Share | $ 0.0137 |
Convertible Promissory Note [Member] | Second Conversion [Member] | Power Up Note #1 [Member] | |
Amount converted | $ | $ 20,000 |
Number of shares | shares | 1,398,601 |
Converion Price Per Share | $ 0.0143 |
Convertible Promissory Note [Member] | Second Conversion [Member] | Power Up Note #2 [Member] | |
Amount converted | $ | $ 20,000 |
Number of shares | shares | 2,150,538 |
Converion Price Per Share | $ 0.0093 |
Convertible Promissory Note [Member] | Third Conversion [Member] | Power Up Note #1 [Member] | |
Amount converted | $ | $ 20,500 |
Number of shares | shares | 1,666,434 |
Converion Price Per Share | $ 0.0143 |
Convertible Promissory Note [Member] | Third Conversion [Member] | Power Up Note #2 [Member] | |
Amount converted | $ | $ 11,110 |
Number of shares | shares | 1,371,605 |
Converion Price Per Share | $ 0.0081 |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 2) - Convertible Promissory Note [Member] - Talos Note #1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Amount converted | $ | $ 16,200 |
Converion Price Per Share | $ / shares | $ 0.001 |
Number Shares | shares | 16,200,000 |
CONVERTIBLE PROMISSORY NOTES _6
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 3) - Convertible Promissory Note [Member] - Talos Note #1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Amount converted | $ | $ 28,500 |
Converion Price Per Share | $ / shares | $ 0.001 |
Number Shares | shares | 28,500,000 |
CONVERTIBLE PROMISSORY NOTES _7
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details 4) - Convertible Promissory Note [Member] - Mast Hill Note #1 [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Amount converted | $ | $ 46,500 |
Converion Price Per Share | $ / shares | $ 0.001 |
Number Shares | shares | 46,500,000 |
CONVERTIBLE PROMISSORY NOTES _8
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | 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 | Apr. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2022 | |
Price per share | $ 0.001 | ||||||||||||||||
Accrued interest | $ 15,977 | $ 4,446 | |||||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||||||
Convertible notes, payable | $ 25,000 | ||||||||||||||||
Interest rate | 10% | ||||||||||||||||
Interest due date | January 2021 | ||||||||||||||||
Common stock, shares issued for cash, shares | 63,000 | 101,610 | |||||||||||||||
Total repayment | $ 93,697 | ||||||||||||||||
Repayment of convertible notes payable | $ 510,560 | 914,100 | |||||||||||||||
Legal fees | 43,247 | 84,457 | |||||||||||||||
Mast Hill Fund LP [Member] | |||||||||||||||||
Promissory note with OID | $ 14,500 | 25,000 | $ 22,300 | ||||||||||||||
Convertible promissory note | $ 145,000 | 250,000 | 223,000 | ||||||||||||||
Repayment of convertible notes payable | 100,000 | ||||||||||||||||
Principal financing fees | 100,000 | ||||||||||||||||
Conversion price | $ 0.005 | $ 0.0025 | |||||||||||||||
Commissions fees | $ 18,000 | 10,440 | |||||||||||||||
Legal fees | 7,000 | 3,000 | |||||||||||||||
Proceeds from loan originations | $ 200,000 | $ 130,500 | |||||||||||||||
Conversion price, percentage | 4.99% | 4.99% | |||||||||||||||
Remaining balance | $ 145,000 | $ 223,000 | |||||||||||||||
Principal balance | 9,500 | ||||||||||||||||
Interest | 30,000 | ||||||||||||||||
Fees | 7,000 | ||||||||||||||||
Talos Victory Fund LLC [Member] | |||||||||||||||||
Promissory note with OID | 13,500 | ||||||||||||||||
Convertible promissory note | 135,000 | ||||||||||||||||
Accrued interest | $ 16,200 | ||||||||||||||||
Conversion price | $ 0.005 | ||||||||||||||||
Commissions fees | $ 9,720 | ||||||||||||||||
Legal fees | 4,000 | ||||||||||||||||
Proceeds from loan originations | $ 107,780 | ||||||||||||||||
Conversion price, percentage | 4.99% | ||||||||||||||||
Remaining balance | $ 106,500 | ||||||||||||||||
GS Capital Partners, LLC. [Member] | |||||||||||||||||
Promissory note with OID | 6,500 | ||||||||||||||||
Convertible promissory note | 70,000 | ||||||||||||||||
Commissions fees | 4,900 | ||||||||||||||||
Legal fees | 3,000 | ||||||||||||||||
Proceeds from loan originations | $ 63,650 | ||||||||||||||||
Conversion price, percentage | 70% | ||||||||||||||||
Remaining balance | $ 42,000 | ||||||||||||||||
Monthly payment | 7,840 | ||||||||||||||||
Boot Capita lLLC [Member] | |||||||||||||||||
Promissory note with OID | 5,600 | ||||||||||||||||
Convertible promissory note | 61,600 | ||||||||||||||||
Commissions fees | 3,360 | ||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||
Conversion price, percentage | 4.99% | ||||||||||||||||
Remaining balance | $ 61,600 | ||||||||||||||||
Proceeds from loan originations | 56,000 | ||||||||||||||||
First Fire Note [Member] | |||||||||||||||||
Convertible promissory note | $ 250,000 | ||||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||||
Proceeds from loan originations | $ 125,000 | ||||||||||||||||
Repayment of convertible promissory note | 125,000 | ||||||||||||||||
Repayment of convertible notes | $ 50,000 | 200,000 | |||||||||||||||
Tiger Trout Note [Member] | |||||||||||||||||
Promissory note with OID | 250,000 | ||||||||||||||||
Convertible promissory note | $ 500,000 | ||||||||||||||||
Conversion price | $ 0.015 | ||||||||||||||||
Proceeds from loan originations | $ 250,000 | ||||||||||||||||
Repayment of convertible promissory note | 50,000 | ||||||||||||||||
Repayment of convertible notes | 200,000 | ||||||||||||||||
Sixth Street Lending LLC [Member] | |||||||||||||||||
Promissory note with OID | $ 24,450 | ||||||||||||||||
Convertible promissory note | $ 103,750 | 228,200 | |||||||||||||||
Proceeds from loan originations | $ 100,000 | $ 200,000 | |||||||||||||||
Conversion price, percentage | 65% | 75% | |||||||||||||||
Remaining balance | $ 103,750 | 45,640 | |||||||||||||||
Interest | $ 25,102 | ||||||||||||||||
Monthly payment | $ 25,330 | ||||||||||||||||
Interest rate | 10% | ||||||||||||||||
Sixth Street Lending LLC [Member] | Minimum [Member] | |||||||||||||||||
Convertible promissory note premium | 120% | ||||||||||||||||
Sixth Street Lending LLC [Member] | Maximum [Member] | |||||||||||||||||
Convertible promissory note premium | 125% | ||||||||||||||||
SE Holdings Note [Member] | |||||||||||||||||
Repayment of convertible notes | $ 75,625 | 45,375 | |||||||||||||||
Third Party [Member] | |||||||||||||||||
Price per share | $ 0.065 | ||||||||||||||||
Convertible notes, payable | $ 121,000 | $ 55,500 | |||||||||||||||
Interest rate | 9% | 12% | |||||||||||||||
Loans payable - related party | $ 106,000 | $ 52,000 | |||||||||||||||
Interest due date | January 2022 | ||||||||||||||||
Promissory note with OID | 15,000 | ||||||||||||||||
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% | 125% | ||||||||||||||
Third Party [Member] | Maximum [Member] | |||||||||||||||||
Convertible promissory note premium | 145% | 145% | 145% | ||||||||||||||
EMA Note | |||||||||||||||||
Accrued interest | $ 3,499 | ||||||||||||||||
Interest rate | 10% | ||||||||||||||||
Loans payable - related party | $ 50,000 | ||||||||||||||||
Repayment of principal amount | 58,600 | ||||||||||||||||
Interest due date | September 2021 | ||||||||||||||||
Promissory note with OID | $ 4,100 | ||||||||||||||||
Total repayment | 93,697 | ||||||||||||||||
Maturity date | Jun. 15, 2021 | ||||||||||||||||
Prepayment of premium amount | $ 31,598 | ||||||||||||||||
Principal amount | $ 58,600 | ||||||||||||||||
EMA Note | Minimum [Member] | |||||||||||||||||
Convertible promissory note premium | 120% | ||||||||||||||||
EMA Note | 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 | ||||||||||||||||
Conversion price, percentage | 61% | ||||||||||||||||
Power Up Note #3 | |||||||||||||||||
Convertible notes, payable | $ 68,750 | ||||||||||||||||
Interest rate | 12% | ||||||||||||||||
Loans payable - related party | $ 68,750 | ||||||||||||||||
Total repayment | 101,313 | ||||||||||||||||
Repayment of convertible notes payable | 68,750 | ||||||||||||||||
Additional prepayment of convertible notes payable | 5,063 | 27,500 | |||||||||||||||
Conversion price, percentage | 61% | ||||||||||||||||
Power Up Note #4 [Member] | |||||||||||||||||
Convertible notes, payable | $ 78,750 | ||||||||||||||||
Interest rate | 12% | ||||||||||||||||
Loans payable - related party | $ 78,750 | ||||||||||||||||
Total repayment | 99,893 | ||||||||||||||||
Repayment of convertible notes payable | 78,750 | ||||||||||||||||
Additional prepayment of convertible notes payable | $ 5,393 | 15,750 | |||||||||||||||
Conversion price, percentage | 61% | ||||||||||||||||
Power Up Note #4 [Member] | Minimum [Member] | |||||||||||||||||
Convertible promissory note premium | 125% | ||||||||||||||||
Power Up Note #4 [Member] | Maximum [Member] | |||||||||||||||||
Convertible promissory note premium | 145% | ||||||||||||||||
Tri-Bridge Note #1 [Member] | |||||||||||||||||
Accrued interest | 0 | $ 4,178 | |||||||||||||||
Accrued interest forgiven by Tri-Bridge | $ 4,178 | ||||||||||||||||
Mast Hill Note #3 [Member] | |||||||||||||||||
Conversion price | $ 0.001 | ||||||||||||||||
Commissions fees | $ 16,050 | ||||||||||||||||
Legal fees | 5,000 | ||||||||||||||||
Proceeds from loan originations | $ 179,650 | ||||||||||||||||
Warrants with exercise price | $ 0.0014 |
LOANS PAYABLE RELATED PARTIES (
LOANS PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Advances from related party | $ 10,000 | ||
Amount Owned From Related Party | 10,000 | ||
Repayment of Loan | $ 93,697 | ||
Eric Newlan | |||
Advances from related party | 70,500 | ||
Company Owned Amount | 70,500 | ||
EF2T, Inc. [Member] | |||
Accrued and unpaid interest | 996 | 773 | |
Related party debt, principal amount | $ 773 | 4,470 | 4,470 |
Astonia LLC [Member] | |||
Related party debt, principal amount | 5,242 | 5,242 | |
Accrued interest | 491 | 268 | |
Related party debt, principal amount | $ 5,242 | 5,242 | |
Mr. Newlan [Member] | |||
Advances from related party | 93,732 | ||
Advances from related party | 93,732 | ||
Repayment of Loan | 93,697 | ||
Repayment of principal amount | 58,600 | 61,119 | |
Accrued interest | 3,499 | 3,499 | |
Prepayment of premium amount | 31,598 | 29,078 | |
Related party debt, principal amount | $ 93,697 | $ 93,697 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 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 | 123,472,996 |
Newlan Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 14,250 |
Number of Shares of Common Stock Exchanged | 49,317,406 |
Sluss Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 1,000 |
Number of Shares of Common Stock Exchanged | 1,615,002 |
Number of Shares of Common Stock Exchanged | 1,115,002 |
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 |
deneault Agreement [Member] | |
Number of Shares of Series A Preferred Stock Issued | 14,250 |
Number of Shares of Common Stock Exchanged | 49,746,253 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details1) | 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 (2) |
Sublicensing | Right to sublicense granted |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water” |
Original MiteXstream Agreement [Member] | |
Term | Initial terms of 10 years, with one 10-year renewal term |
Territory | United States and Canada |
Royalty | Effective royalty of an estimated $50 per gallon |
Minimums | $20,000 of product per year |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2023 shares | Jan. 31, 2023 shares | Oct. 31, 2022 shares | Aug. 31, 2022 shares | Jul. 31, 2022 shares | Apr. 30, 2022 $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Feb. 28, 2021 | Dec. 31, 2022 USD ($) integer $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Lease expired | December 2025 | |||||||||
Aggregate value authorized and unissued exchange shares | shares | 42,000 | 42,000 | ||||||||
Common stock received | shares | 123,472,996 | |||||||||
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 | |||||||||
Leases rent | $ 1,500 | |||||||||
Cancelled common stock shares | shares | 123,472,996 | 123,472,996 | ||||||||
Lease area | integer | 2,000 | |||||||||
Total repayment amount | $ 93,697 | |||||||||
Accrued amount | $ 3,300 | |||||||||
Common stock, shares issued for cash, shares | shares | 63,000 | 101,610 | ||||||||
Advance From Related Party | $ 10,000 | |||||||||
Amount Owned From Related Party | $ 10,000 | |||||||||
Common stock shares issued, price per share | $ / shares | $ 0 | $ 0 | ||||||||
EF2T, Inc. [Member] | ||||||||||
Related party debt, principal amount | $ 773 | $ 4,470 | $ 4,470 | |||||||
Astonia LLC [Member] | ||||||||||
Related party debt, principal amount | 5,242 | 5,242 | ||||||||
Accrued interest | 491 | 268 | ||||||||
Related party debt, principal amount | 5,242 | 5,242 | ||||||||
Mr. Newlan [Member] | ||||||||||
Advances from related party | 93,732 | |||||||||
Related party debt, principal amount | 93,697 | 93,697 | ||||||||
Total repayment amount | 93,697 | |||||||||
Repayment of principal amount | 58,600 | 61,119 | ||||||||
Accrued interest | 3,499 | 3,499 | ||||||||
Prepayment of premium amount | 31,598 | 29,078 | ||||||||
Advance From Related Party | $ 93,732 | |||||||||
Astonia LLC One [Member] | ||||||||||
Related party debt, principal amount | $ 4,470 | |||||||||
EF2T, Inc. One [Member] | ||||||||||
Accrued interest | 996 | |||||||||
Related party debt, principal amount | $ 4,470 | |||||||||
Chief Financial Officer and Director, William E Sluss [Member] | ||||||||||
Common stock, shares issued for cash, shares | shares | 500,000 | |||||||||
Common stock shares issued, price per share | $ / shares | $ 0.03 | |||||||||
Proceeds from common stock shares issued | $ 15,000 | |||||||||
William J lO Bell [Member] | ||||||||||
Obligated Shares | shares | 1,000,000 | 2,000,000 | ||||||||
Common stock, shares issued for cash, shares | shares | 500,000 | 500,000 | 500,000 | 500,000 | ||||||
Accounts Payable | $ 20,000 | |||||||||
Proceeds from common stock shares issued | 2,000,000 | |||||||||
Fabian G Deneault [Member] | ||||||||||
Advance From Related Party | 10,000 | |||||||||
Amount Owned From Related Party | 10,000 | |||||||||
Touchstone Enviro Solutions, Inc | ||||||||||
Advances from related party | 70,500 | |||||||||
Accrued amount | 3,300 | |||||||||
Company Owned Amount | $ 70,500 | |||||||||
William J. LoBell [Member] | Employment Agreement [Member] | ||||||||||
Obligated Shares | shares | 1,000,000 | 2,000,000 | ||||||||
Common stock, shares issued for cash, shares | shares | 500,000 | 500,000 | 500,000 | 500,000 | ||||||
Accounts Payable | $ 33,333 | |||||||||
Monthly salary | 5,000 | |||||||||
Common stock shares issued, price per share | $ / shares | $ 0.01 | |||||||||
Proceeds from common stock shares issued | $ 2,000,000 |
SECURITIES EXCHANGE AGREEMENT_2
SECURITIES EXCHANGE AGREEMENTS (Details ) - shares | 1 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Dec. 31, 2022 | |
Number of Shares of Series A Preferred Stock Issued | 42,000 | |
Cancelled common stock shares | 123,472,996 | 123,472,996 |
Number of Shares of Common Stock Exchanged | 123,472,996 | |
Newlan Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,317,406 | |
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 | |
deneault Agreement [Member] | ||
Number of Shares of Series A Preferred Stock Issued | 14,250 | |
Number of Shares of Common Stock Exchanged | 49,746,253 |
SECURITIES EXCHANGE AGREEMENT_3
SECURITIES EXCHANGE AGREEMENTS (Details Narrative) | 1 Months Ended |
Aug. 31, 2022 shares | |
Number of Shares of Common Stock Exchanged to be cancelled | 123,472,996 |
Series A Preferred Stock [Member] | |
Shares issue | 42,000 |
Number of Shares of Common Stock Exchange | 123,472,996 |
NEW MITEXSTREAM AGREEMENT (Deta
NEW MITEXSTREAM AGREEMENT (Details) | 1 Months Ended |
Feb. 28, 2021 | |
Minimum | The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022 |
Exclusivity | Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met |
New MiteXstream Agreement [Member] | |
Minimum | 2,500 gallons of concentrate manufactured per year (2) |
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 $50 per gallon |
Sublicensing | No right to sublicense |
Trademarks | For no extra consideration, rights granted to use “MiteXstream” |
NEW MITEXSTREAM AGREEMENT (De_2
NEW MITEXSTREAM AGREEMENT (Details Narrative) | Dec. 31, 2022 USD ($) |
NEW MITEXSTREAM AGREEMENT | |
Accrued amount | $ 3,300 |
ASSET PURCHASE (Details Narrati
ASSET PURCHASE (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Intangible asset | $ 190,000 |
December 2020 [Member] | |
Furniture and equipment | 10,000 |
Intangible asset | $ 190,000 |
February 2021 [Member] | Big Sky American Dist LLC [Member] | |
Amortized period | 18 months |
Assets distributed in cash | $ 200,000 |
Asset purchase agreement description | it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
INTANGIBLE ASSET | |
Amortized period | 18 months |
Intangible asset | $ 190,000 |
INVENTORY (Details)
INVENTORY (Details) | Dec. 31, 2022 USD ($) |
INVENTORY | |
Raw Materials | $ 28,310 |
Work in Process | 60,071 |
Inventory | $ 88,381 |
STOCKHOLDER RECEIVABLE (Details
STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholder receivable, shares | 42,885 | 42,885 |
Stockholder receivable, value | $ 1,000 | $ 1,000 |
REGULATION A OFFERING (Details
REGULATION A OFFERING (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Apr. 30, 2020 | |
Price per share | $ 0.001 | |
Regulations A Offerings [Member] | ||
Number of shares common stock sold | 4,875,000 | |
Common stock received transaction value | $ 195,000 | |
Price per share | $ 0.04 | |
Regulations A Offerings One [Member] | ||
Number of shares common stock sold | 4,687,500 | |
Common stock received transaction value | $ 150,000 | |
Price per share | $ 0.032 | |
Regulations A Offerings Two [Member] | ||
Number of shares common stock sold | 93,033,333 | |
Common stock received transaction value | $ 1,395,500 | |
Price per share | $ 0.015 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,146,386 | $ 798,046 |
Less: valuation allowance | (1,146,386) | (798,046) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Operating Loss Carryforwards | $ 5,468,000 | |
A description of each operating loss carryforward included in operating loss carryforward. | 2029 | |
Valuation allowance against net deferred tax assets | 100% | |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Reduced the corporate tax rate description | The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years | |
Effective Income Tax Rate Reconciliation, Percent | 80% |
EQUITY PURCHASE AGREEMENT (Deta
EQUITY PURCHASE AGREEMENT (Details Narrative) - Mast Hill Fund LP [Member] - Equity Purchase Agreement [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Exercise price | $ / shares | $ 0.001 |
Trading volume | $ 500,000 |
Right to sell shares of common stock | $ 5,000,000 |
Purchase shares of common stock | shares | 170,000,000 |
Warrants issued | shares | 170,000,000 |
Fair value for the stock warrants | $ 76,293 |
Purchase of common stock | 5,000,000 |
Minimum amount of each put | $ 20,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Talos Victory Fund LLC [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.001 |
Number Share issued upon converion | shares | 106,500,000 |
Amount Converted | $ | $ 106,500 |
SUBSEQUENT EVENTS (Details 1)
SUBSEQUENT EVENTS (Details 1) - Mast Hill Fund LP [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.001 |
Number Share issued upon converion | shares | 41,900,000 |
Amount Converted | $ | $ 41,900 |
SUBSEQUENT EVENTS (Details 2)
SUBSEQUENT EVENTS (Details 2) - Boot Capita lLLC [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion Price Per Share | $ / shares | $ 0.0003 |
Number Share issued upon converion | shares | 20,833,333 |
Amount Converted | $ | $ 6,250 |
SUBSEQUENT EVENTS (Details 3)
SUBSEQUENT EVENTS (Details 3) - Subsequent Event | 1 Months Ended |
Jan. 23, 2023 USD ($) ft² | |
Expiration Date | January 31, 2025 |
Yearly Rent | $ | $ 8,700 |
Ares of Office or warehouse | ft² | 1,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Aggregate value | $ 34,500 | $ 573,348 | |
Issued an additional shares of common stock | 310,695,330 | 301,230,828 | |
Legal fees | $ 43,247 | $ 84,457 | |
Power Up Lending Group Ltd | Subsequent Event | |||
Cash Proceeds | $ 125,330 | ||
OID amount | 15,489 | ||
Repayment of convertible notes | 144,569 | ||
Legal fees | 3,000 | ||
Diligence fees | 750 | ||
One-time interest charge | $ 17,348 | ||
Subsequent event description | Company’s common stock at a conversion price equal to 75% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the applicable conversion date | ||
Principal and interest payable | $ 16,191 | ||
March 2023 [Member] | |||
Common stock issued | 2,000,000 | ||
Common stock issued, value | $ 20,000 | ||
Aggregate value | $ 5,000 | ||
Issued an additional shares of common stock | 500,000 | ||
Mast Hill Note 1 [Member] | |||
Principal amount | $ 36,650 | ||
Fees paid | 5,250 | ||
Boot Capital Note 1 [Member] | |||
Principal amount | $ 6,250 |