10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File No. 000-52828

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0521119
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

11961 Hilltop Road, Suite 22, Argyle, Texas 76226

(Address of Principal Executive Offices, Including Zip Code)

(833) 223-4202

(Registrant’s telephone number, including area code)

Securities Registered under Section 12(b) of the Exchange Act: None

Securities Registered under Section 12(g) of the Exchange Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company		☒
Non-accelerated Filer	☒			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity (the only such common equity being Common Stock, $.001 par value per share) held by non-affiliates of the registrant (computed by reference to the closing sale price of the Common Stock on June 30, 2022, of $0.0068) is $3,260,400.

The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 479,970,663 as of March 7, 2023.

Documents Incorporated by Reference

None

BLACK BIRD BIOTECH, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

For the Fiscal Year ended December 31, 2022

Items in Form 10-K

Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	[Reserved]	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accountant Fees and Services	30
PART IV
Item 15.	Exhibit and Financial Statement Schedules	31
Item 16.	Form 10-K Summary	31
	Signatures	32
	Certifications

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. For example, statements included in this Annual Report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like “intend,” “anticipate,” “believe,” “estimate,” “plan” or “expect,” or other words of a similar import, we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based upon information available to us on the date hereof (but excluding the impact of COVID-19), but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors (e.g., see Item 1. Business—Preliminary Statements Regarding the COVID-19 Pandemic and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of COVID-19) that could cause our actual results to differ materially from our current expectations elsewhere in this Annual Report. You should understand that forward-looking statements made in this Annual Report are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise.

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PART I

Item 1. Business

In this Annual Report, “we,” “us” and “our” refer to Black Bird Biotech, Inc., including its wholly-owned subsidiaries, Black Bird Potentials Inc., a Wyoming corporation (“BB Potentials”), Big Sky American Dist., LLC, a Montana limited liability company (“Big Sky American”), and Black Bird Hemp Manager, LLC, a Montana limited liability company.

Preliminary Statements Regarding the COVID-19 Pandemic

The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business, as well as to obtain needed inventory, due to supply chain delays. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.

Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic. Further, our product manufacturing operations have experienced no negative consequences attributable to the COVID-19 pandemic, inasmuch as these operations involve a limited number of persons.

For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the impact of the COVID-19 pandemic or our responses thereto.

Our Company After Acquiring Black Bird Potentials Inc.

With the January 2020 acquisition of Black Bird Potentials Inc. (BB Potentials), our company emerged from its long-standing status as a “shell company.” Our Board of Directors has adopted the business plan of BB Potentials and our company’s ongoing operations now include those of BB Potentials.

Developments

In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.

Business Overview

MiteXstream. BB Potentials is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew.

CBD and Other Products. Through BB Potentials, we manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American currently distributes an array of consumer products, including the Grizzly Creek Naturals products, to retail locations in Western Montana.

MiteXstream

Worldwide Exclusivity. At the present time, our future success is primarily dependent upon our ability to achieve market penetration of MiteXstream.

Pursuant to a February 2021 Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with Touchstone Enviro Solutions, Inc. (“Touchstone”), a company owned by three of our directors, Fabian G. Deneault, L. A. Newlan, Jr. and Eric Newlan, BB Potentials possesses the exclusive rights, even as to Touchstone, to manufacture, sell and distribute MiteXstream, an EPA-registered biopesticide (EPA Reg. No. 95366-1). The exclusivity granted would be reduced to a status of non-exclusivity, should we fail to manufacture at least 2,500 gallons of concentrate in any year during the term of the New MiteXstream Agreement; provided, however, that such minimum required is deemed to have been satisfied through December 31, 2022. We are required to pay Touchstone a royalty of $10 per gallon of MiteXstream manufactured by us or by any sublicensee of ours. For no further consideration, we were granted the rights to use the “MiteXstream” trademark and the “Harnessing the Power of Water” trademark.

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The New MiteXstream Agreement replaced a prior similar agreement with Touchstone (the “Original MiteXstream Agreement”) and served to expand our company’s rights with respect to MiteXstream. 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 our Company approved the New MiteXstream Agreement.

Approval as Biopesticide. Effective December 16, 2020, MiteXstream was approved as a biopesticide by the U.S. Environmental Protection Agency (EPA Reg. No. 95366-1). MiteXstream has been approved for sale in 44 states, with applications pending in the remaining states, except for California, the application for which is in the final stage of preparation. In addition, we intend to seek approval of MiteXstream in countries around the world, although no specific time for such actions has been set.

Sales and Distribution.

Online. We sell MiteXstream directly to customers though our website, MiteXstream.com. Our marketing efforts during the remainder of 2022 will be centered around driving customer traffic to the website for purchases MiteXstream, as well as to our Amazon page. Spire+ is focused on these efforts.

Spire+. In March 2022, our company launched the first major initiative in marketing our MiteXstream biopesticide on a national basis, when we entered into a consulting agreement with Spire+, a Cornelius, North Carolina-based leading sales and marketing agency that specializes in brand building, marketing, communications and business development. Spire+ has begun work to implement a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. Spire+, an affiliate of Spire Sports + Entertainment, LLC, has a long history of building and executing successful sales and marketing programs for brands, such as Toyota, 5-hour ENERGY, Auto-Owners Insurance, ENEOS Motor Oil, Petro-Canada, STP and Parker Hannifin.

Other Opportunities. In March 2021, we entered into a distribution agreement with IFC Fulfillment Company (“IFC”), a Los Angeles-based export firm, whereby IFC was appointed the exclusive distributor for MiteXstream in China, Hong Kong and Taiwan. One of our Directors, Jack Jie Qin, facilitated the signing of the IFC Agreement. As of the date of this Annual Report, IFC has not made a sale of MiteXstream.

The Genesis of MiteXstream. Our President, Fabian G. Deneault, was, from 2017 through 2019, a licensed dispenser of medical marijuana (MMJ) in the State of Montana and, as such, was permitted to grow marijuana plants for use in his MMJ dispensary business. As a licensed medical marijuana grower, Mr. Deneault encountered infestations of spider mites on his plants. To combat the spider mites, Mr. Deneault developed the MiteXstream formulation (see “Product Effectiveness” below).

Mr. Deneault soon came to understand that the spider mite issue is a cannabis-industry-wide issue. In fact, all types of mites and similar pests are a significant pest in the production of a wide array of agricultural crops worldwide, including coffee, hops and strawberries, among other agricultural crops.

Product Effectiveness and Independent Testing. In original testing done by our company, we determined that, when mixed with water at the prescribed dilution rate, MiteXstream is effective in eliminating mites, including spider mites, and similar pests and their eggs, with no risk of plant damage. Additionally, MiteXstream eliminates molds and mildews on all types of plants.

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Honey Bee Testing - Contact Toxicity and Oral Toxicity. Independent lab testing has proven MiteXstream^TM to be “NOT TOXIC” to honey bees when contacted topically or when ingested.

Performing Lab:	STILLMEADOW, Inc., Sugar Land, Texas.
Study Director:	Cole Younger, PhD., Entomologist, STILLMEADOW, Inc.

MiteXstream: Honey bee, Apis mellifera, Acute Contact Toxicity Limit Test	MiteXstream: Honey Bee, Apis mellifera, Acute Oral Toxicity Limit Test
Conclusion: With a mortality of 0% after 48 hours, MiteXstream was non-toxic when administered by contact to honey bees.	Conclusion: With a mortality of 0% after 48 hours, MiteXstream was non-toxic when ingested by honey bees.

BRIM Efficacy Testing. In February 2022, British Columbia, Canada-based laboratory Botanical Research in Motion (BRIM) published its Efficacy Testing Report on MiteXstream. The BRIM Report was authored by Dr. Fawzia Afreen, who, in addition to holding three international patents, publishing over 40 articles in peer-reviewed international journals and publishing two books, possesses nearly 20 years of experience in plant horticulture, plant tissue culture and plant production.

The BRIM Report, entitled “MiteXstream - a new, safe, environmentally friendly and the most effective biopesticide for controlling pests in Cannabis,” details the extensive testing procedures undertaken and ends with the following summary assessment:

“To summarize, the major findings of the study are: MiteXstream biopesticide can be a safe alternative of chemical pesticides and to achieve the maximum benefit the use of full-strength full strength concentration without any addition of surfactant is recommended. It can effectively control or eradicate the spider mites and powdery mildew as well as work as a preventative measure when applied at the appropriate dose, time, and stage. The use of MiteXstream is not limited to Cannabis it can be used to control pest infestation in a wide range of plants.”

Cannabis-Specific Independent Lab Testing. Based on independent lab testing, users of MiteXstream are able to treat their cannabis (marijuana) plants through the day of harvest and still satisfy state-level pesticide testing standards.

In January 2019, Stillwater Labs, an Olney, Montana-based medical marijuana testing facility, concluded its testing of a cannabis sample treated only with MiteXstream. In addition to testing for pesticides prohibited by the State of Montana, Stillwater Labs also tested for pesticides prohibited by the State of Oregon, the most stringent state-level marijuana testing standard. The results of this testing, presented as being measured in parts per billion (PPB), are set forth below.

Montana Pesticide Testing Standard

Analyte	Montana Allowable Limit (PPB)		MiteXstream Treated Sample (PPB)		Analyte	Montana Allowable Limit (PPB)		MiteXstream Treated Sample (PPB)
Abamectin		500		0	Imidacloprid		400		0
Acequinocy	2000			0	Myclobutanil		200		0
Bifenazate		200		0	Paclobutrazol		400		0
Bifenthrin		200		0	Pyrethrin I	1000			0
Chlormequat Chloride	1000			0	Spinosyn A		200		0
Cyfluthrin	1000			0	Spinosyn D		200		0
Daminozide	1000			0	Spiromefesin		200		0
Etoxazole		200		0	Spirotetramat		200		0
Fenoxycarb		200		0	Trifloxystrobin		200		0
Imazalil		200		0

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Oregon Pesticide Testing Standard

Analyte	Oregon Allowable Limit (PPB)		MiteXstream Treated Sample (PPB)		Analyte	Oregon Allowable Limit (PPB)		MiteXstream Treated Sample (PPB)
Abamectin		0		0	Clofentezine		200		0
Acequinocy		0		0	Cypermethrin		1000		0
Bifenazate		0		0	Diazinon		200		0
Bifenthrin		0		0	Dichlorvos		100		0
Chlormequat Chloride		0		0	Dimethoate		200		0
Cyfluthrin		0		0	Etofenprox		400		0
Daminozide		0		0	Fenpyroximate		400		0
Etoxazole		0		0	Fipronil		400		0
Fenoxycarb		0		0	Flonicamid		1000		0
Imazalil		0		0	Fludioxonil		400		0
Imidacloprid		0		0	Hexythiazox		1000		0
Myclobutanil		0		0	Kresoxym-methyl		400		0
Paclobutrazol		0		0	Malathion		200		0
Pyrethrin I		0		0	Metalaxyl		200		0
Spinosyn A		0		0	Methomyl		200		0
Spinosyn D		0		0	Methiocarb		400		0
Spiromefesin		0		0	Oxamyl		1000		0
Spirotetramat		0		0	Permethrins		200		0
Trifloxystrobin		0		0	Phosmet		200		0
Acephate		0		0	Piperonyl Butoxide		2000		0
Acetamiprid		0		0	Prallethrin		200		0
Aldicarb		0		0	Propiconazole		400		0
Azoxystrobin		0		0	Pyridaben		200		0
Boscalid		0		0	Spiroxamine		400		0
Carbaryl		0		0	Tebuconazole		400		0
Carbofuran		0		0	Thiacloprid		200		0
Chloantraniliprole		0		0	Thiamethoxam		200		0
Chlorpyrifos		0		0

* Noted in the report of Stillwater Labs as possible ambient environmental contamination.

Competition. The pesticide industry is characterized by severe competition, evolving industry standards, evolving business and distribution models, price cutting, with resulting downward pressure on gross margins, and price sensitivity on the part of customers. Many of our competitors possess substantially greater resources, financial and otherwise, than does our company. In addition, MiteXstream lacks name recognition. Our future success will depend on our ability to gain product name recognition and customer loyalty, as well as our being able to anticipate and respond to emerging standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating results could suffer. Further, intra-industry consolidations may result in stronger competitors and may, therefore, also harm our future results of operations. There is no assurance that we will ever overcome these challenges.

Regulation. Field testing, production and marketing of pesticide products are regulated by federal, state, local and foreign governments. The EPA regulates pesticides in the U.S. under the Federal Insecticide, Fungicide and Rodenticide Act, as amended (“FIFRA”). Pesticides also are regulated by the states. MiteXstream is registered under FIFRA and, prior to sale in any state, will be approved by such state.

CBD and Other Products

CBD Products. We have created “Grizzly Creek Naturals” as the brand name for our CBD-related products, which are manufactured by our company using CBD purchased from third parties. Our line of Grizzly Creek Naturals CBD products are currently manufactured by BB Potentials. The Grizzly Creek Naturals product line includes CBD Oils, CBD Body Butter, CBD Lip Balm, CBD Sports Roll-on and CBD Bath Bombs. In addition, we sell CBD gummies on a private-label basis.

Other Products. Since Big Sky American started its distribution efforts, we have distributed a wide array of non-CBD consumer items to retail locations in Western Montana. These products include food items, clothing items and items associated with outdoor activities.

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During the COVID-19 pandemic, we began the manufacture and sale of our Grizzly Creek Naturals hand sanitizer to distributors, directly to retail customers and directly to consumers through our website, after completed our FDA product listing in March 2020. We determined recently to cease the production of our hand sanitizer products.

Distribution.

In-House Distribution. Since it began to manufacture and sell its CBD products in mid-2019, BB Potentials has self-distributed its products. In December 2020, these distribution efforts we formalized with the formation of Big Sky American. Big Sky American currently distributes an array of consumer products, including the Grizzly Creek Naturals CBD products, to retail locations in Western Montana. In December 2020, Big Sky American entered into an asset purchase agreement (the “Big Sky APA”), whereby it purchased certain distribution-related assets associated with approximately 200 retail locations in Western Montana for $200,000 in cash. These assets became available for purchase, due their owner’s determination to terminate its distribution business in such locations. The closing of under the Big Sky APA occurred in February 2021.

Online. Our Grizzly Creek Naturals products are sold to consumers through our website, GrizzlyCreekNaturals.com.

Third-Party Distributors. In 2020, we entered into a letter agreement with Las Vegas, Nevada-based Hope Botanicals LLC (the “Hope Distributor”), with respect to its selling our products primarily in the Las Vegas area and the Hope Distributor continues to purchase small amounts of products from us.

We continue to seek additional distributors who are able to demonstrate, to our management’s satisfaction, an ability to develop sales for our Grizzly Creek Naturals CBD products.

Perceived Benefits of CBD. The recent growth in sales of CBD products is primarily due to perceived benefits expressed by those who have used CBD products. While our company does not make any claims as to the effectiveness or potential benefits of CBD, the following perceived benefits expressed by those who have used CBD products include, among others:

•  Relief for Chronic Pain •  Reduces Seizures •  Reduces Anxiety and Depression •  Reduces Inflammation	•  Promotes Healthy Weight •  Improves Heart Health •  Improves Skin Conditions
(Source: CBD Oil Benefits and Uses for Pain, Anxiety, Cancer and More, Dr. Josh Axe, DC, DMN, CNS; https://draxe.com/cbd-oil-benefits)

Competitive Strengths and Weaknesses. With respect to our Grizzly Creek Naturals products, we believe our company possesses the following competitive strengths and weaknesses:

Competitive Strengths:	•  our products are produced using high-quality ingredients •  we enjoy low overhead costs
Competitive Weaknesses:	•  none of our products enjoys brand name recognition •  we possess limited capital •  we have limited personnel

Competition. The competition for customers in the CBD market is highly competitive and highly fragmented, with no significant barriers to entry. We expect competitive conditions to increase over time. There is no assurance that our Grizzly Creek Naturals CBD products will achieve profitability in the face of such competition.

Regulation. Under the 2018 Farm Bill, CBD products may be sold legally, if and only if the hemp from which the CBD is derived is produced in a manner consistent with the 2018 Farm Bill, associated federal regulations, associated state regulations and by a licensed grower. Our CBD products are in compliance with the provisions of the 2018 Farm Bill.

Industrial Hemp-Related Activities

In 2020, we formed a division of our company that was to focus on industrial hemp-related business opportunities under the “Black Bird American Hemp” brand name. During 2020 and early 2021, Black Bird American Hemp sought to develop industrial hemp processing operations in the State of Montana. However, during 2021, our management determined that market conditions, especially as it relates to attracting investors, related to the industrial hemp industry had waned, and we suspended our industrial hemp activities for the foreseeable future.

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During 2020 and 2021, BB Potentials was a licensed hemp grower in Montana under the Montana Hemp Pilot Program. BB Potentials did not grow commercial quantities of hemp during either year. No 2022 application for a license was submitted by BB Potentials and we do not intend to submit and application during 2023.

Insurance

We have not yet purchased product liability or other insurance. However, our management intends to secure a commercially reasonable product liability insurance policy in March 2023.

Intellectual Property

In General. We regard our rights to intellectual property pertaining to “MiteXstream” and “Grizzly Creek Naturals” and our business know-how as having significant value and as being an important factor in the marketing of our products. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.

Patents. Currently, we own no interest in any patent or patent application. None of the products that we sell in our business is the subject of any patent or patent application. Due to such lack of patent protection, neither our company nor our licensor may be able to defend our or its rights to such intellectual property.

Trademarks. We are the owner of the “Grizzly Creek Naturals” and “Black Bird American Hemp” trademarks and have the exclusive right to the use of the “MiteXstream” trademark. In addition, we have the right to use the “Harnessing the Power of Water” trademark, in associated with MiteXstream. We have filed a trademark application with the U.S. Patent and Trademark Office with respect to “MiteXstream.” It is intended that, in the near future, filings for the registration of our other trademarks will be made with the U.S. Patent and Trademark Office will be made.

Property

From 2014 through May 2020, our current Director and former CEO, Jack Jie Qin, provided office space to our company at no cost.

In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our 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 previously-leased facility for storage, at no charge.

The following sets forth information concerning the sole operating lease for the facility maintained by us as of the date of this Annual Report.

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

* We are co-lessees under the lease agreement by which we rent this facility. Our co-lessee is Petro X Solutions, Inc., a  wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: GHMP), an affiliate our company. By agreement with Petro X Solutions, we are each responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, our company would be responsible for paying the entire monthly rental amount of $1,450.

We own no real property.

Employees

We currently have four employees, in addition to our current executive officers. Upon our obtaining adequate funding, we expect that we would hire a small number of additional employees. We have used, and, in the future, expect to use, the services of certain outside consultants and advisors as needed on a consulting basis.

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Item 1A. Risk Factors

Not applicable to a smaller reporting company. 

Item 1B. Unresolved Staff Comments

Not applicable to a smaller reporting company.

 Item 2. Properties

In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our 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 previously-leased facility for storage, at no charge.

The following sets forth information concerning the sole operating lease for the facility maintained by us as of the date of this Annual Report.

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

* We are co-lessees under the lease agreement by which we rent this facility. Our co-lessee is Petro X Solutions, Inc., a  wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: GHMP), an affiliate our company. By agreement with Petro X Solutions, we are each responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, our company would be responsible for paying the entire monthly rental amount of $1,450.

We own no real property.

Item 3. Legal Proceedings

We have no pending legal or administrative proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently quoted on the OTC PINK tier of the OTC Markets under the symbol “BBBT.” Trading in OTC PINK stocks can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

The following table reflects the high and low closing price for our common stock for the periods indicated. The information was obtained from the OTC Markets Group, Inc. and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Year Ended December 31, 2022
March 31, 2022	$	0.0145	$	0.0136
June 30, 2022	$	0.007	$	0.0065
September 30, 2022	$	0.0057	$	0.0049
December 31, 2022	$	0.009	$	0.0006
Year Ended December 31, 2021
March 31, 2021	$	0.03	$	0.03
June 30, 2021	$	0.0449	$	0.0375
September 30, 2021	$	0.029	$	0.02
December 31, 2021	$	0.0239	$	0.021

On March 7, 2023, the closing price of our Common Stock was $0.0006.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, shareholders may have difficulty selling our securities.

Holders of Our Common Stock

As of March 7, 2023, we had 479,970,663 outstanding shares of common stock and 77 shareholders of record.

Dividends

There are no restrictions in our Articles of Incorporation, as amended, or Bylaws that prevent us from declaring dividends. The payment of dividends on common stock is at the discretion of our Board of Directors. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: (1) we would not be able to pay our debts as they become due in the usual course of business; or (2) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We currently do not anticipate paying any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During the fourth quarter of 2022, we issued no unregistered securities that have not been previously reported.

Subsequent to December 31, 2022, we have issued the following unregistered securities that have not been previously reported:

1. (a) Securities Sold. A total of 20,833,333 shares of common stock were issued. (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Boot Capital, LLC. (c) Consideration. Such shares of common stock were issued in payment of debt and were valued at $.0003 per share, or $6,250, in the aggregate. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.

2. (a) Securities Sold. A total of 106,500,000 shares of common stock were issued. (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Talos Victory Fund, LLC. (c) Consideration. Such shares of common stock were issued in payment of debt and were valued at $.001 per share, or $106,500, in the aggregate. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.

3. (a) Securities Sold. A $228,200 principal amount promissory note was issued. (b) Underwriter or Other Purchasers. Such promissory note was issued to 1800 Diagonal Lending, LLC. (c) Consideration. Such promissory note was issued in consideration of a loan in the net amount of $125,330.20 in cash. (d) Exemption from Registration Claimed. This security is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Effects of COVID-19

The COVID-19 pandemic had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business, as well as to obtain needed inventory, due to supply chain delays. While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.

Overall, our company is not of a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic. Further, our product manufacturing operations have experienced no negative consequences attributable to the COVID-19 pandemic, inasmuch as these operations involve a limited number of persons.

For purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.

Basis of Presentation

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section includes financial results of our company, Black Bird Biotech, Inc., including its subsidiaries, Black Bird Potentials Inc. (BB Potentials), Big Sky American Dist., LLC (Big Sky American) and Black Bird Hemp Manager, LLC, for the years ended December 31, 2022 and 2021.

Cautionary Statement

The following discussion and analysis should be read in conjunction with our financial statements and related notes, beginning on page F-1 of this Annual Report.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described herein under “Disclosure Regarding Forward-Looking Statements.” We assume no obligation to update any of the forward-looking statements included herein.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

· have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

· comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

· submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

· disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Critical Accounting Policies

In General. Our accounting policies are discussed in detail in the footnotes to our financial statements beginning on page F-1. We consider our critical accounting policies related to revenue recognition, inventory and fair value of financial instruments.

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. Our company has early-adopted ASU 2020-06 for the year beginning January 1, 2021.

Overview and Outlook

With the acquisition of BB Potentials effective January 1, 2020, BB Potentials’ operations became the operations of our company.

Through BB Potentials, our company is the exclusive worldwide manufacturer and distributor of MiteXstream, an EPA-registered plant-based biopesticide (EPA Reg. No. 95366-1) effective in the eradication of mites and similar pests, including spider mites, a pest that destroys crops, especially cannabis, hops, coffee, and house plants, as well as molds and mildew. Also through BB Potentials, we manufacture and sell CBD products, including CBD Oils, gummies and pet treats, and CBD-infused personal care products, under the Grizzly Creek Naturals brand name. Big Sky American distributes our Grizzly Creek Naturals products, as well as an array of other consumer retail products, in Western Montana. In addition, for 2020 and 2021, BB Potentials was a licensed grower of industrial hemp under the Montana Hemp Pilot Program and, in connection therewith, established “Black Bird American Hemp” as the brand name under which these efforts were to be conducted. For the foreseeable future, we have suspended our hemp-related efforts.

Principal Factors Affecting Our Financial Performance

Following our acquisition of BB Potentials, our future operating results can be expected to be primarily affected by the following factors:

· our ability to establish and maintain the value proposition of our MiteXstream biopesticide, vis-a-vis other available pest control products;

· our ability to generate sales channels for MiteXstream; and

· our ability to contain our operating costs.

Results of Operations

Years Ended December 31, 2022 (“Fiscal 2022”) and 2021 (“Fiscal 2021”). During Fiscal 2022, we established a MiteXstream Store on Amazon.com, which accounted for approximately $3,500 in sales. While these sales demonstrated the economic viability of MiteXstream, such sales were not at a level that provided cash for use in our overall operations. During 2023, we intend to increase our Amazon-specific marketing, in an attempt to garner more sales through our Amazon Store.

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Our purchase of certain distribution-related assets in Fiscal 2021 pursuant to the Big Sky APA was made with an expectation that an immediately accessible larger number of retail locations would allow us to increase more quickly sales of our CBD products. Big Sky American, since beginning its consumer product distribution operations in Northwest Montana in April 2021, had a positive impact on our Fiscal 2021 operating results, when compared to our prior operating results. However, the anticipated increase in sales of our CBD products has not occurred. Rather, sales of non-CBD consumer products, in large measure, accounted for the overall increase in our product sales for Fiscal 2021. During Fiscal 2021, sales of MiteXstream were insignificant.

During Fiscal 2022, our business operations generated $82,563 in revenues from sales with a cost of goods sold of $49,551, resulting in a gross profit of $33,012. During Fiscal 2021, our business operations generated $104,458 in revenues with a cost of goods sold of $84,871, resulting in a gross profit of $19,587. While we had a small level of sales of MiteXstream during 2022, the decline in our revenues from the year ended December 31, 2021, is attributable primarily to the significant drop in tourism in Western Montana during the summer of 2022, due to inflationary pressures that resulted an extreme increase in gas prices.

During Fiscal 2022, we incurred operating expenses of $1,321,345, which were comprised of $231,630 in consulting services, $5,337 in website expenses, $43,247 in legal and professional services, $4,800 in rent, $234,519 in advertising and marketing expense and $673,621 in general and administrative expense, resulting in a net operating loss of $1,288,333. In addition, we incurred interest expense of $370,587, resulting in a net loss for Fiscal 2022 of $1,658,766.

During Fiscal 2021, we incurred operating expenses of $1,470,714, which were comprised of $725,240 in consulting services ($573,348 of which was paid by the issuance of common stock), $12,328 in website expenses, $84,457 in legal and professional services, $10,320 in rent, $5,234 in advertising and marketing expense and $523,478 in general and administrative expense, resulting in a net operating loss of $1,451,127. In addition, we incurred interest expense of $285,327, resulting in a net loss for Fiscal 2021 of $1,811,302.

We expect that our revenues will increase from quarter to quarter beginning with the first quarter of 2023, as sales of MiteXstream and Grizzly Creek Naturals products are expected to increase from our continuing marketing efforts. There is no assurance that such will be the case, and we expect to incur operating losses through at least December 31, 2023. Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream, we cannot predict the levels of our future revenues.

Further, because of our relative current lack of capital and the current lack of brand name awareness of MiteXstream and Grizzly Creek Naturals, we cannot predict the levels of our future revenues. However, our management believes that MiteXstream will become the most dynamic, fastest growing part of our business.

Plans for 2023

Substantially all of our available capital, financial and human, will be devoted to increasing sales of MiteXstream. Through our marketing consulting agreement with Spire+, we are implementing a comprehensive go-to-market strategy for MiteXstream, including e-commerce, traditional retail and a category-specific distribution model. In addition, our internal efforts will be focused on developing sales channels outside the scope of the Spire+ efforts. There is no assurance that we will be successful in increasing sales of MiteXstream.

Financial Condition, Liquidity and Capital Resources

December 31, 2022. At December 31, 2022, our company had $44,448 in cash and a working capital deficit of $726,463, compared to $499,766 in cash and working capital of $574,165 at December 31, 2021. The change in our working capital position from December 31, 2021, to December 31, 2022, is attributable primarily to our incurring $1,013,980 in debt and our repayment of $510,560 in debt, the payment of significantly increased marketing expenses and the payment of operating expenses.

Our company’s current cash position of approximately $30,000 is not adequate for our company to maintain its present level of operations through the second quarter of 2023. We must obtain additional capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Capital Sources. We have derived capital from sales of our common stock and from loans. Our capital sources are described below.

Regulation A Offerings. In May 2020, our company filed an Offering Statement on Form 1-A (File No. 054-11215) (the “Reg A #1”) with the SEC with respect to 70,000,000 shares of common stock, as amended, which was qualified by the SEC on August 4, 2020. During the year ended December 31, 2021, we sold a total of 4,875,000 shares of common stock for a total of $195,000 in cash, under the Reg A #1, which expired by its terms on August 4, 2021. At the end of August 2021, our company filed a second Offering Statement on Form 1-A (File No. 024-11621) (the “Reg A #2”) with the SEC with respect to 100,000,000 shares of common stock, as amended, which was qualified by the SEC on September 9, 2021. During the year ended December 31, 2021, we sold a total of 93,033,333 shares of common stock for a total of $1,395,500 in cash, under the Reg A #2.

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Third-Party Loans.

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 $.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:       24,999,988

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.

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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 $.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 $.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.

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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 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 $50,660 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, 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 $.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.

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. 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, 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 $.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.

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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, 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 September 30, 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, 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, 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 $.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.

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	$	0.001		20,833,333
Total Converted:	$6,250			Total Shares:	20,8333,333

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, 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 $.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.

1800 Diagonal Lending LLC. 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.

Related Party Loans. During the year ended December 31, 2021, we obtained an advance from one of our officers and directors, Eric Newlan, as follows:

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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.

During the years ended December 31, 2021 and 2020, advances of $772 and $6,670 were received from Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2022 and 2021, the Company owed Astonia LLC $5,242 and $5,242 in principal, respectively, and $491 and $268 in accrued and unpaid interest, respectively.

Inflation

Our management believes economic conditions point toward continuing significant inflationary pressures for the foreseeable future. However, no prediction can be made in this regard and, further, no prediction can be made with respect to how the potential impact any inflation would affect our future results of operations. However, during the summer of 2022, the sales of our Big Sky American subsidiary were impacted negatively by inflationary pressures that caused a significant reduction in tourism in Western Montana primarily attributable to a sharp increase in gas prices.

Seasonality

For the foreseeable future, we expect that our operating results with respect to MiteXstream will be impacted, in an indeterminate measure, by the seasonality of farming operations, including cannabis grow operations. However, we are currently unable to predict the level to which such seasonality will impact our MiteXstream business.

Off Balance Sheet Arrangements

As of December 31, 2022, there were no off-balance sheet arrangements.

Contractual Obligations

In May 2020, BB Potentials entered into a facility lease with Grizzly Creek Farms, LLC, an entity owned by one our 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 previously-leased facility for storage, at no charge.

The following sets forth information concerning the sole operating lease for the facility maintained by us as of the date of this Annual Report.

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

* We are co-lessees under the lease agreement by which we rent this facility. Our co-lessee is Petro X Solutions, Inc., a wholly-owned subsidiary of Accredited Solutions, Inc., a publicly-traded company (symbol: GHMP), an affiliate our company. By agreement with Petro X Solutions, we are each responsible for 50% of the rent and all tenancy-related expenses. However, should Petro X Solutions default in its rent obligations, our company would be responsible for paying the entire monthly rental amount of $1,450.

Capital Expenditures

We made no capital expenditures during the years ended December 31, 2022. We made capital expenditures of $185,702 during the year ended December 31, 2021, which included the purchase of distribution assets used by Big Sky American and the purchase of other distribution-related assets. Without obtaining additional capital, we will not be able to make any capital expenditures.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

Please see our Financial Statements beginning on page F-1 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

During the years ended December 31, 2022 and 2021, there were no changes, in or disagreements with, our independent auditor.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Exchange Act Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our President and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our President and our Chief Financial Officer concluded that our disclosure controls were not effective at December 31, 2022.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As an emerging growth company experiencing rapid growth, we have worked diligently to improve processes within our company, specifically including within our manufacturing environment, that increase risk related to transaction processing which can impact our financial reporting. We intend to implement a significant number of manual compensating controls to address this risk.

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Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our management, including our President and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, during the period covered by this Annual Report, such internal controls and procedures were not effective.

This Annual Report on Form 10-K does not include an attestation report by our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to the rules of the SEC that require our company to provide only our company’s management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth the names and ages of our company’s current directors and executive officers.

Name	Age	Position(s)
Fabian G. Deneault	56	Director, Chairman of the Board, President
Eric Newlan	61	Director, Vice President, Secretary
William E. Sluss	67	Director, Vice President–Finance, Chief Financial Officer
William J. LoBell	75	Executive Vice President of Sales and Development
Jack Jie Qin	63	Director
L. A. Newlan, Jr.	88	Director

Our Directors serve until the earlier occurrence of the election of his successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors. Eric Newlan is the son of L. A. Newlan, Jr. There exist no other family relationships among our officers and directors.

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

Fabian G. Deneault became our company’s President and a Director upon our acquisition of Black Bird, January 2020. Mr. Deneault is a founder of Black Bird and has served as President and as a Director since its inception in October 2018. Since May 2022, Mr. Deneault has served as Executive Vice President and a Director of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII) engaged in the distribution of environmentally sensitive cleaning products and Diamond Creek high alkaline water. Since 2017, Mr. Deneault has been an insurance representative for Montana Unified School Trust. From January 2017 through December 2019, Mr. Deneault owned and operated Grizzly Creek Medical Cannabis, a proprietorship licensed as a medical marijuana dispensary in the State of Montana. Since June 2016, Mr. Deneault has been President of Touchstone Enviro Solutions, Inc., a purveyor of environmentally-friendly products and an affiliate of our company. From 2014 through April 2016, Mr. Deneault owned and operated PetroXg3 LLC, a purveyor of environmentally-friendly products. For more than 10 years prior to that, Mr. Deneault was engaged in petrochemical sales.

Eric Newlan became our company’s Vice President and a Director upon our acquisition of Black Bird, January 2020. Mr. Newlan is a founder of Black Bird and has served as Vice President, Secretary and as a Director since its inception in October 2018. Since May 2022, Mr. Newlan has served as Vice President, Secretary and a Director of Accredited Solutions, Inc., a publicly-traded company (symbol: ASII) engaged in the distribution of environmentally sensitive cleaning products and Diamond Creek high alkaline water. Since 1987, Mr. Newlan has practiced law in the North Texas area and is currently managing member of Newlan Law Firm, PLLC, Flower Mound, Texas, a firm engaged principally in the area of securities regulation. Since June 2016, Mr. Newlan has been Vice President of Touchstone Enviro Solutions, Inc., a purveyor of environmentally-friendly products and an affiliate of our company. From October 2012 to October 2015, Mr. Newlan served as a director, and from April to October 2015, Mr. Newlan served as CEO, of Green Life Development, Inc., a Las Vegas, Nevada-based a purveyor of environmentally-friendly products. Mr. Newlan earned a B.A. degree in Business from Baylor University, Waco, Texas, and a J.D. degree from the Washburn University School of Law, Topeka, Kansas. Mr. Newlan is a member of the Texas Bar.

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William E. Sluss has been our Principal Financial and Accounting Officer since January 2011. In January 2020, Mr. Sluss became a Director, Vice President–Finance and Chief Financial Officer of our company. Since May 2022, Mr. Sluss has served as a Director of Accredited Solutions, Inc., a publicly-traded company (symbol: GHMP) engaged in the distribution of environmentally sensitive cleaning products and Diamond Creek high alkaline water. Between August 2010 and January 2011, Mr. Sluss coordinated our accounting and financial reporting. Between 2008 and 2010, Mr. Sluss was the Chief Financial Officer for AcccuForce Staffing Services in Kingsport, Tennessee. Between 2002 and 2008 Mr. Sluss was the Chief Financial Officer and Treasurer for Studsvik, Inc., a nuclear services company based in Erwin, Tennessee. Mr. Sluss is a Certified Public Accountant in the State of Virginia and received his Bachelor of Science degree in accounting from the University of Virginia’s College at Wise, Wise, Virginia.

William J. LoBell has been our Executive Vice President of Sales and Development since April 2022. From December 2021 until April 2022, Mr. LoBell served as a consultant to Barry’s Restore It All Products, a Carlsbad, California-based developer of restoration products. From June 2016 to December 2021, he served as Chief Operating Officer of MSMART, a developer and purveyor of nano-technologies. From April 2011 to August 2017, Mr. LoBell was a Founder and Chief Executive Officer of Luminec Animal Sciences Corporation, where he both developed and directed the distribution of animal health products. From 2008 to July 2017, Mr. LoBell provided retail management consulting services to numerous national pet industry retailers in his position at Gerson Lehrman Group. Mr. LoBell’s experience prior to 2008 included Director of E-Commerce for Petsense Inc., Retail Management Consultant to 99 Cents Only Stores, West Coast Director of Operations and Director of Sales Programs for Petco Animal Supply Company, West Coast Regional Operating Vice President for PETSMART, INC. and Western Region District Manager for American Stores (Jewel Supermarket, Osco Drug Stores and Sav-On Drugs Inc.).

L. A. Newlan, Jr. became a Director of our company upon our acquisition of Black Bird, January 2020 and is a founder of Black Bird. Mr. Newlan was born in Morristown, New Jersey. After a public school education in Daytona Beach, Florida, he served a three-year tour of duty in the United States Marine Corps, from 1953-1956. Mr. Newlan earned a B.A. in Political Science from the University of California at Los Angeles, in 1961, and a J.D. degree from Loyola University of Los Angeles School of Law, Los Angeles, California, in 1964. He has engaged in the private practice of law in California (1965-1977), Kansas (1977-1984) and Texas (1984-Present). Since 1987, Mr. Newlan has been a shareholder in the Flower Mound, Texas, law firm of Newlan & Newlan, Ltd., a firm engaged principally in the area of securities regulation, and is currently Of Counsel to Newlan Law Firm, PLLC, Flower Mound, Texas. In addition to the practice of law during his career, Mr. Newlan has engaged in business in the oil and gas industry, international construction and engineering and alcoholic beverage distribution. Mr. Newlan is a member of the Texas Bar.

Jack Jie Qin has been a Director of our company since February 2010. From February 2010 until our acquisition of Black Bird in January 2020, Mr. Qin served as our President, Chief Executive Officer and Secretary. Mr. Qin has been President, Chief Executive Officer and Chairman of the Board of EFT Holdings, Inc., a Los Angeles, California-based product sales company, since November 2007. Since July 2016, Mr. Qin has served as a Director and President/CEO of HeavenStone Corp., a Temecula, California-based real estate development company. Since 2002, Mr. Qin has been the President of EFT Inc., the predecessor of EFT Holdings, Inc. From July 1998 to December 2002, Mr. Qin was the President of eFastTeam International, Inc. located in Los Angeles, California. Between June 1992 and December 1997 Mr. Qin was the President of LA Import & Export Company, also located in Los Angeles, California. In May 1991, Mr. Qin earned an MBA degree from Emporia State University, Emporia, Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute in Nanchang, China, with a major in Mechanical Engineering.

Conflicts of Interest

Our company has obtained an exclusive worldwide license with respect to MiteXstream from Touchstone Enviro Solutions, Inc. (Touchstone), a company controlled by three of our directors, Fabian G. Deneault, Eric Newlan and L. A. Newlan, Jr. Due to this circumstance, it is possible that these persons could be in a conflict of interest position at a time in the future. Should any such conflict of interest arise, Messrs. Deneault, Newlan and Newlan will, in accordance with the fiduciary duty to our company and our shareholders, resolve any such conflict of interest by exercising utmost good faith and fair dealing.

Corporate Governance

In General. We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole. During 2021, our Board of Directors held one meeting, and took action by written consent in lieu of a meeting on two occasions.

Executive Committee. Our Board of Directors created an Executive Committee to facilitate management between meetings of the full Board of Directors. The Executive Committee is composed of Fabian G. Deneault (chairman), William E. Sluss and Eric Newlan. During 2021, the Executive Committee did not hold a meeting, but took action by written consent in lieu of a meeting on 16 occasions. Pursuant to our Bylaws and the charter of the Executive Committee, between meetings of the full Board of Directors, the Executive Committee has the full power and authority of the Board of Directors in the manageent of our business and affairs, except to the extent limited by Nevada law.

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Independence of Board of Directors

None of our directors is independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Vice President and Secretary, Eric Newlan, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We will attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC, so that all shareholders have access to information about us at the same time. Mr. Newlan collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Annual Report, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

Item 11. Executive Compensation

In General

Currently, our management is unable to estimate accurately when, if ever, our company will possess sufficient capital, whether derived from sales revenues, this offering or otherwise, for the payment of salaries to our management.

As of the date of this Annual Report, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Com- pensation ($)	Non-qualified Deferred Compen-sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Fabian G. Deneault President	2022 2021	80,000 60,000	--- ---	--- ---	--- ---	--- ---	--- ---	10,000 30,000	90,000 90,000
William E. Sluss Vice President–Finance and Chief Financial Officer	2022 2021	60,000 20,000	--- ---	--- ---	--- ---	--- ---	--- ---	--- 25,000	60,000 45,000
Eric Newlan Vice President	2022 2021	80,000 60,000	--- ---	--- ---	--- ---	--- ---	--- ---	--- 24,000	80,000 84,000

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Outstanding Option Awards

                The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Annual Report, for each named executive officer.

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unex-ercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

William E. Sluss

---

---

---

---

n/a

---

n/a

---

---

Fabian G. Deneault

---

---

---

---

n/a

---

n/a

---

---

Eric Newlan

---

---

---

---

n/a

---

n/a

---

---

Employment Agreements

We have entered into an employment agreement with one of our executive officers, William J. LoBell. Our agreement with Mr. LoBell is for a two-year term, beginning in April 2022. Under the agreement, Mr. LoBell was issued 1,000,000 shares of our 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 the agreement, all shares of common stock issued to Mr. LoBell are valued at $0.01 per share. Additionally, Mr. LoBell is to be paid a monthly salary of $5,000.

It is our intention to enter into employment agreements with our other executive officers in the future. None of the terms of such employment agreements has been determined.

Outstanding Equity Awards

Our Board of Directors has made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no employee incentive plans.

Director Compensation

Our directors receive no compensation for their serving as directors.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information about the beneficial ownership of our capital stock at March 7, 2023, for:

· each person known to us to be the beneficial owner of more than 5% of our common stock;

· each named executive officer;

· each of our directors; and

· all of our named executive officers and directors as a group.

Unless otherwise indicated, the business address of each person listed is in care of Black Bird Biotech, Inc., 11961 Hilltop Road, Suite 22, Argyle, Texas 76226. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options, warrants, preferred stock or restricted stock units held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of March 7, 2023. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Name of Shareholder	Number of Shares Beneficially Owned		% Beneficially Owned(1)			Effective Voting Power
Common Stock
Executive Officers and Directors
Fabian G. Deneault		0		0	%	See Note 2
William E. Sluss		500,000	*			and Note 4
William J. LoBell		1,500,000	*
Eric Newlan		0		0	%
L. A. Newlan, Jr.		0		0	%
Jack Jie Qin		0		0	%
Officers and directors, as a group (6 persons)		2,000,000	*
Class A Preferred Stock(2)(3)
Fabian G. Deneault		14,250		33.93	%
William E. Sluss		1,000		2.38	%
Newlan & Newlan, Ltd.(5)		14,250		33.93	%
EFT Holdings, Inc.(6)		9,778		23.28	%
EF2T, Inc.(7)		1,202		2.86	%
Astonia LLC(8)		1,520		3.62	%

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*	Less than 1%.
(1)	Based on 479,970,663 shares outstanding.
(2)	The shares of Series A Preferred Stock have the following voting rights: the holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of: (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. (See Note 3).
(3)	The shares of Series A Preferred Stock have the following rights of conversion: each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of our common stock that equals one percent (1.00%) of the number of issued and outstanding shares of our common stock outstanding on the date of conversion.
(4)	Due to the superior voting rights of the Series A Preferred Stock, our current directors, Fabian G. Deneault, William E. Sluss, Eric Newlan, L. A. Newlan, Jr. and Jack Jie Qin, will be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction.
(5)	Newlan & Newlan, Ltd. is a law firm owned by Eric Newlan and L. A. Newlan, Jr. 7,250 of the shares owned of record by Newlan and Newlan, Ltd. are beneficially owned by Cruciate Irrevocable Trust, of which trust L. A. Newlan, Jr. is a trustee.
(6)	Our director, Jack Jie Qin, is President of this entity.
(7)	Our director, Jack Jie Qin, is the owner of this entity.
(8)	Our director, Jack Jie Qin, is the manager of this entity.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Series A Preferred Stock

On August 12, 2022, Black Bird Biotech, Inc., a Nevada corporation (the “Company”), entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”). Specifically, the Company entered into Exchange Agreements with (a) Fabian G. Deneault (the “Deneault Agreement”), President and a Director of the Company, (b) Newlan & Newlan, Ltd. (the “Newlan Agreement”), a law firm owned by Eric Newlan, Vice President, Secretary and a Director of the Company, and L. A Newlan, Jr., a Director of the Company, (c) William E. Sluss (the “Sluss Agreement”), Chief Financial Officer and a Director of the Company, (d) EFT Holdings, Inc. (the “EFT Holdings Agreement”), a company controlled by Jack Jie Qin, a Director of the Company, (e) EF2T, Inc. (the “EF2T Agreement”), a company owned by Mr. Qin, and (f) Astoria LLC (the “Astoria Agreement”), a company controlled by Mr. Qin.

Pursuant to the Exchange Agreements, the Company is to issue a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,472,996 shares of its Common Stock, as follows:

Exchange Agreement	Number of Shares of Common Stock Exchanged	Number of Shares of Series A Preferred Stock Issued
Deneault Agreement	49,746,253 shares	14,250 shares
Newlan Agreement	49,317,406 shares	14,250 shares
Sluss Agreement	1,115,002 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

The Deneault Agreement and the Newlan Agreement were consummated in August 2022. The remainder of the Exchange Agreements were consummated in December 2022.

All 123,472,996 shares that were the subject of the Exchange Agreements were, upon the consummation of the respective Exchange Agreements, cancelled and returned to the status of authorized and unissued.

27

BB Potentials Acquisition

                Four of our company’s Directors, Fabian G. Deneault, Eric Newlan, L. A. Newlan, Jr. and William E. Sluss, collectively owned, directly and indirectly, 75.33% of the then-issued and outstanding shares of common stock of BB Potentials and 100% of the issued and outstanding voting preferred stock of BB Potentials. Pursuant to the Merger Agreement with BB Potentials, Mr. Deneault, Eric Newlan, L. A. Newlan, Jr. and Mr. Sluss were issued a total of 100,178,661 shares our common stock. The table below sets forth information relating to such persons’ acquiring their respective shares of capital stock of BB Potentials and the number of shares of our common stock issued to each of them.

Name	Black Bird Capital Stock Beneficial Ownership	Total Consideration Paid for Black Bird Capital Stock	Common Stock Issued Pursuant to Merger Agreement
Fabian G. Deneault	Common Stock: 22,700,000 shares Preferred Stock: 500,000 shares	$4,250 in cash	49,746,253 shares
Eric Newlan	Common Stock: 11,250,000 shares (1) Preferred Stock: 250,000 shares (1)	$125 in cash	24,658,703 shares (2)
L. A. Newlan, Jr.	Common Stock: 11,250,000 shares (1) Preferred Stock: 250,000 shares (1)	$125 in cash	24,658,703 shares (3)
William E. Sluss	Common Stock: 520,000 shares	Consulting services valued at $7,000	1,115,002 shares

(1)	These shares were purchased of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr.
(2)	These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr.
(3)	These shares are owned of record by Newlan & Newlan, Ltd., a law firm owned by Eric Newlan and L. A. Newlan, Jr. However, 21,442,356 of these shares are beneficially owned by Cruciate Irrevocable Trust, of which trust L. A. Newlan, Jr. is a trustee.

Loans from Related Parties

During the year ended December 31, 2021, we obtained an advance from one of our 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.

28

During the years ended December 31, 2021 and 2020, advances of $772 and $6,670 were received from Astonia LLC. Astonia LLC is considered a “related party,” due to the fact that a Director of our company, Jack Jie Qin, is the manager of Astonia LLC. The amounts due Astonia LLC bear interest at 5% per year and have a maturity of one year. As of December 31, 2022 and 2021, the Company owed Astonia LLC $5,242 and $5,242 in principal, respectively, and $491 and $268 in accrued and unpaid interest, respectively.

During the year ended December 31, 2019, advances of $22,676 were received from EFT Holdings, Inc. Also during the year ended December 31, 2019, the Company repaid $139,611 in loans due to EFT Holdings, Inc. The amounts due EFT Holdings, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EFT Holdings, Inc. $251,785 in accrued and unpaid interest. $-0- of these EFT Holdings, Inc. advances at December 31, 2019, were past due and payable upon demand. In conjunction with the BB Potentials acquisition, all amounts owed to EFT Holdings, Inc. as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).

During the year ended December 31, 2019, advances of $64,500 were received from EF2T, Inc. The amounts due EF2T, Inc. carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed EF2T, Inc. $4,742 in accrued and unpaid interest. In conjunction with the BB Potentials acquisition, all amounts owed to EF2T, Inc. as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).

During the year ended December 31, 2019, advances of $135,000 were received from Astonia, LLC. Astonia, LLC is considered a “related party”, due to the fact that a Director of the Company, Jack Jie Qin, is the manager of Astonia. The amounts due Astonia, LLC carried an interest rate of 5% per year, were secured by all future sales of the Company and had a maturity of one year. As of December 31, 2019, the Company owed Astonia $1,997 in accrued and unpaid interest. In conjunction with the BB Potentials acquisition, all amounts owed to Astonia, LLC as of December 31, 2019, were extinguished. (See “Debt Forgiveness Agreements with Related Parties” below).

Debt Forgiveness Transactions with Related Parties

In conjunction with the BB Potentials acquisition, we entered into debt forgiveness agreements with related parties, as follows:

· EFT Holdings, Inc.: we issued 18,221,906 shares of common stock to our former majority shareholder, EFT Holdings, Inc., in payment of $886,108 of indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement.

· EF2T, Inc.: we issued 2,240,768 shares of common stock to a related party, EF2T, Inc., in payment of $109,992 of indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement.

· Astonia LLC: we issued 2,831,661 shares of common stock to a related party, Astonia LLC, in payment of $136,997 of indebtedness, principal and accrued interest, pursuant to a debt forgiveness agreement.

Cancellation of Stock Transaction with Related Party

In conjunction with the BB Potentials acquisition, we entered into a cancellation of stock agreement with our former majority shareholder, EFT Holdings, Inc., whereby we cancelled all 79,265,000 shares of common stock then owned by EFT Holdings, Inc.

MiteXstream Agreements

Effective January 1, 2019, BB Potentials entered into a Distribution and Private Label Agreement (the “Original MiteXstream Agreement”) with Thoreauvian Product Services, LLC (“TPS”), a company controlled by two of our company’s officers and directors, Fabian G. Deneault and Eric Newlan, relating to the licensed biopesticide product, MiteXstream (the “Private Label Product”). The Original MiteXstream Agreement had an initial term of 10 years and a single 10-year renewal term. Under the Original MiteXstream Agreement, BB Potentials had the exclusive right to distribute and sell the Private Label Product in the United States and Canada. In addition, BB Potentials was required to pay a $20,000 exclusivity fee and to purchase $20,000 of the Private Label Product in conjunction with the signing of the Original MiteXstream Agreement and to purchase not less than $20,000 of the Private Label Product each year. Further, BB Potentials was required to pay all costs in excess of $20,000 associated with MiteXstream’s becoming approved by the U.S. EPA (and relevant states) as a pesticide.

29

                In February 2021, the Original MiteXstream Agreement was replaced with a similar agreement, a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”), between BB Potentials and Touchstone Enviro Solutions Inc. (Touchstone), the parent company of TPS, which 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 our company approved the New MiteXstream Agreement.

Employment Agreement

We have entered into an employment agreement with one of our executive officers, William J. LoBell. Our agreement with Mr. LoBell is for a two-year term, beginning in April 2022. Under the agreement, Mr. LoBell was issued 1,000,000 shares of our 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 the agreement, all shares of common stock issued to Mr. LoBell are valued at $0.01 per share. Additionally, Mr. LoBell is to be paid a monthly salary of $5,000.

Item 14. Principal Accountant Fees and Services

The following table sets forth fees billed to us by our independent auditors during the fiscal years ended December 31, 2022 and 2021, for: (a) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (b) services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (c) services rendered in connection with tax compliance, tax advice and tax planning and (d) all other fees for services rendered.

	Year Ended December 31, 2022		Year Ended December 31, 2021
Audit Fees	$	50,000	$	31,000
Audit Related Fees	$	0	$	0
Tax	$	0	$	0
All Other Fees	$	0	$	0

30

PART IV

Item 15. Exhibits and Financial Statement Schedules

                The following documents are filed as part of this Annual Report on Form 10-K:

(1)	Financial Statements (included in Item 8):
	Black Bird Biotech, Inc. – Audited Financial Statements for the Years Ended December 31, 2022 and 2021
	Report of Independent Registered Public Accounting Firm
	Balance Sheets at December 31, 2022 and 2021
	Statements of Operations for the Years Ended December 31, 2022 and 2021
	Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021
	Statements of Cash Flows for the Years Ended December 31, 2022 and 2021
	Notes to Financial Statements
(2)	Financial Statement Schedules: None
(3)	Exhibits:

Exhibit No.	Description
21.1 *	Subsidiaries of Black Bird Biotech, Inc.
31.1 *	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2 *	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification pursuant to 18 U.S.C. Section 1350
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

__________________________

* Filed herewith.

+ Incorporated by reference as indicated.

Item 16. Form 10-K Summary

                None.

31

SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLACK BIRD BIOTECH, INC.
By:	/s/ Fabian G. Deneault	Dated: March 20, 2023
	Fabian G. Deneault
	President

                Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title(s)	Date
/s/ Fabian G. Deneault	President [Principal Executive Officer] and Director	March 20, 2023
Fabian G. Deneault
/s/ William E. Sluss	Vice President-Finance, Chief Financial Officer [Principal Accounting Officer] and Director	March 20, 2023
William E. Sluss
/s/ Eric Newlan	Vice President, Secretary and Director	March 20, 2023
Eric Newlan
/s/ L. A. Newlan, Jr.	Director	March 20, 2023
L. A. Newlan, Jr.
	Director	March ___, 2023
Jack Jie Qin

32

INDEX TO FINANCIAL STATEMENTS

Black Bird Biotech, Inc.

(formerly Digital Development Partners, Inc.)

Audited Financial Statements for the Years Ended December 31, 2022 and 2021
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 782)	F-1
Balance Sheets at December 31, 2022 and 2021	F-2
Statements of Operations for the Years Ended December 31, 2022 and 2021	F-3
Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021	F-4
Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-5
Notes to Financial Statements	F-6

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Black Bird

Biotech, Inc. (formerly Digital Development Partners, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Black Bird Biotech, Inc. (formerly Digital Development Partners, Inc.) and Subsidiaries (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2021 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and also has only a small capital surplus that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Description of the Matter

As disclosed in Notes 9, 16 and 22 to the financial statements, the Company had certain debt and equity-linked transactions where management evaluated required accounting considerations, significant estimates, and judgments related to these instruments.

There is no current observable market for the Company’s warrants, therefore, the Company used the Black-Scholes model to measure the fair value of the equity-linked instruments. Due to this valuation method used by the Company a high degree of auditor judgment and effort was required in performing audit procedures to evaluate the accounting and valuations around these transactions.

How the Critical Audit Matter Was Addressed In the Audit

We obtained a listing of all debt and equity-linked transactions and management’s analysis supporting these transactions. We evaluated the accounting for these transactions based on agreements obtained to ensure these were properly recorded during the year.  We evaluated the valuation model that management selected to determine the estimated grant date fair value, and analyzed the underlying inputs used to estimate the fair value of the equity-linked instruments.

/s/ Farmer, Fuqua, & Huff, P.C.

Farmer, Fuqua, & Huff, P.C.

We have served as the Company’s auditor since 2020

Richardson, TX 

March 20, 2023

F-1

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Balance Sheets

	12/31/22			12/31/21
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Other current assets	$	44,448		$	499,766
Inventory		88,381			74,463
Prepaid expenses		-			101,189
Accounts receivable		2,259			2,741
Total current assets		135,088			678,159
OTHER ASSETS
Deposit - asset purchase		-			-
Fixtures and equipment		7,127			11,601
Intangible asset					84,444
Deferred offering costs		76,293		-
Total other assets		83,420			96,045
TOTAL ASSETS	$	218,508		$	774,204
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
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		$	-
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

The accompanying notes are an integral part of these consolidated financial statements.

F-2

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Statements of Operations

	Year Ended 12/31/22			Year Ended 12/31/21
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		-			-
License fee		35,973			-
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			-
Prepayment penalty		-			(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		-			-
Net profit (loss)	$	(1,658,766	)	$	(1,811,302	)
Net profit (loss) per common share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding
Basic		330,728,489			194,420,001
Diluted		806,448,924			225,537,811

The accompanying notes are an integral part of these consolidated financial statements.

F-3

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2022 and 2021

	Preferred Stock				Common Stock				Stockholder			Additional Paid-in			Retained Earnings (Accumulated
	Shares		Amount		Shares		Amount		Receivable			Capital			Deficit)			Total
Balance, December 31, 2020		-		-		164,925,000	$	164,925	$	(1,000	)	$	703,353		$	(839,669	)	$	27,609
Effect of adoption of ASU 2020-06		-		-		-		-		-			(56,343	)		29,788			(26,555	)
Common stock issued for cash		-		-		4,875,000		4,875		-			190,125			-			195,000
Common stock issued for services		-		-		150,000		150		-			6,730			-			6,880
Common stock issued for commitment fee		-		-		2,000,000		2,000		-			63,000			-			65,000
Common stock issued for cash		-		-		3,125,000		3,125		-			96,875			-			100,000
Common stock issued for services		-		-		450,000		450		-			13,050			-			13,500
Common stock issued for services		-		-		8,000,000		8,000		-			242,400			-			250,400
Common stock issued for services						500,000		500		-			14,500			-			15,000
Common stock issued for cash		-		-		1,562,500		1,562		-			48,438			-			50,000
Common stock issued for cash		-		-		51,700,000		51,700		-			723,800			-			775,500
Common stock issued for debt conversion		-		-		8,607,995		8,608		-			93,002			-			101,616
Common stock issued for services		-		-		1,002,000		1,002		-			33,066			-			34,068
Common stock issued for cash		-		-		41,333,333		41,333		-			578,667			-			620,000
Common stock issued for services						13,000,000		13,000		-			240,500			-			253,500
Net loss		-		-		-		-		-			-			(1,811,302	)		(1,811,302	)
Balance, December 31, 2021		-	$	-		301,230,828	$	301,230	$	(1,000	)	$	2,991,163		$	(2,621,183	)	$	670,210

	Preferred Stock				Common Stock						Stockholder			Additional Paid-in			Retained Earnings (Accumulated
	Shares		Amount		Shares			Amount			Receivable			Capital			Deficit)			Total
Balance, December 31, 2021		-		-		301,230,828		$	301,230		$	(1,000	)	$	2,991,163		$	(2,621,183	)	$	670,210
Common stock issued for services		-		-		2,300,000			2,300			-			32,200			-			34,500
Common stock issued for debt cancellation		-		-		24,999,998			25,000			-			-			-			25,000
Common stock issued for debt cancellation		-		-		46,500,000			46,500			-			-			-			46,500
Common stock issued for warrant exercise		-		-		5,062,500			5,062			-			(5,062	)		-			-
Common stock issued for warrant exercise						9,375,000			9,375			-			(9,375	)		-			-
Common stock cancelled in exchange for preferred stock		-		-		(123,472,996	)		(123,472	)		-			-			-			(123,472	)
Preferred stock issued in exchange for common stock		42,000		42		-			-			-			123,430			-			123,472
Common stock issued for debt cancellation		-		-		44,700,000			44,700			-			-			-			44,700
Warrants		-		-		-			-			-			111,393			-			111,393
Issuance of Warrants for equity line of credit		-		-		-			-			-			76,293			-			76,293
Net loss		-		-		-			-			-			-			(1,658,766	)		(1,658,766	)
Balance, December 31, 2022		42,000	$	42		310,695,330		$	310,695		$	(1,000	)	$	3,320,042		$	(4,279,949	)	$	(650,170	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

	Year Ended 12/31/22			Year Ended 12/31/21
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			-
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		-			(180,000	)
Machinery and equipment		-			(5,702	)
Net cash used for investing activities		-			(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		-			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		$	-
Common stock issued for commitment fee	$	-		$	65,000
Fair value of warrants issued with convertible debt	$	111,393		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	22,592		$	13,067

The accompanying notes are an integral part of these consolidated financial statements.

F-5

BLACK BIRD BIOTECH, INC.

(formerly Digital Development Partners, Inc.)

Notes to Consolidated Financial Statements

December 31, 2022

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, an EPA-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew.

The Company also manufactures and sells, under its Grizzly Creek Naturals^TM brand name, CBD products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products.

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.

F-6

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.

F-7

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.

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.

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.

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.”

F-8

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. The series of Preferred Stock shall be designated as Series A Preferred Stock and the number of shares so designated shall be Forty-Two Thousand (42,000). Each share of the Series A Preferred Stock shall have a par value of $0.001.

Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.

Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

(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. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Conversion and Adjustments.

Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:

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. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.

Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.

Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.

Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

F-9

No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A 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.

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”). During the year ended December 31, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 4,687,500 shares of its common stock for a total of $150,000, or $0.032 per share, in cash, under the Reg A #1.

Regulation A Offering (SEC File No. 024-11621) (“Reg A #2”). During the year ended December 31, 2021, the Company sold a total of 93,033,333 shares of its common stock for a total of $1,395,500, or $0.015 per share, in cash under the 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.

F-10

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

F-11

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.

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.

F-12

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.

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.

F-13

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.

F-14

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.

F-15

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.

F-16

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.

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.

F-17

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.

F-18

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.

F-19

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.

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.

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.

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.

F-20

16. INVENTORY

Inventory at December 31, 2022, consists of the following:

Raw Materials	$	28,310
Work in Process		60,071
	$	88,381

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.

18. REGULATION A OFFERINGS

Reg A #1. During the year ended December 31, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 4,687,500 shares of its common stock for a total of $150,000, or $0.032 per share, in cash, under the Reg A #1.

Reg A #2. During the year ended December 31, 2021, the Company sold a total of 93,033,333 shares of its common stock for a total of $1,395,500, or $0.015 per share, in cash under the Reg A #2.

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	$	-		$	-

20. LEASING COMMITMENTS

At December 31, 2022, the Company had no existing operating lease.

F-21

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.

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.  

F-22

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.

F-23

EX-21.1

EXHIBIT 21.1

Subsidiaries of Black Bird Biotech, Inc.:

Black Bird Potentials Inc., a Wyoming corporation

Big Sky American Dist., LLC, a Montana limited liability company

Black Bird Hemp Manager, LLC, a Montana limited liability company

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Fabian G. Deneault, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Black Bird Biotech, Inc. for the fiscal year ended December 31, 2022.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 20, 2023	By:	/s/ FABIAN G. DENEAULT
		Fabian G. Deneault
		President

EX-31.2

EXHIBIT 31.2

I, William E. Sluss, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Black Bird Biotech, Inc. for the fiscal year ended December 31, 2022.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 20, 2023	By:	/s/ WILLIAM E. SLUSS
		William E. Sluss
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Fabian G. Deneault, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Black Bird Biotech, Inc. on Form 10-K for the fiscal year ended December 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Black Bird Biotech, Inc. at the dates and for the periods indicated.

Date: March 20, 2023.	By:	/s/ FABIAN G. DENEAULT
		Fabian G. Deneault
		President

I, William E. Sluss, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Black Bird Biotech, Inc. on Form 10-K for the fiscal year ended December 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Black Bird Biotech, Inc. at the dates and for the periods indicated.

Date: March 20, 2023.	By:	/s/ WILLIAM E. SLUSS
		William E. Sluss
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Black Bird Biotech, Inc. and will be retained by Black Bird Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 07, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	Black Bird Biotech, Inc.
Entity Central Index Key	0001409999
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		479,970,663
Entity Public Float			$ 3,260,400
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-52828
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-0521119
Entity Interactive Data Current	Yes
Entity Address State Or Province	TX
City Area Code	833
Entity Address Address Line 1	11961 Hilltop Road
Entity Address Address Line 2	Suite 22
Entity Address City Or Town	Argyle
Entity Address Postal Zip Code	76226
Local Phone Number	223-4202
Auditor Name	Farmer, Fuqua, & Huff, P.C.
Auditor Location	Richardson, TX
Auditor Firm Id	782

XML

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

XML

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

XML

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	$ (0.00)	$ (0.00)
Diluted	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding
Basic	330,728,489	194,420,001
Diluted	806,448,924	225,537,811

XML

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

XML

Consolidated 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

XML

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, an EPA-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew.

The Company also manufactures and sells, under its Grizzly Creek Naturals^TM brand name, CBD products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products.

XML

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.

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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.

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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.

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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. The series of Preferred Stock shall be designated as Series A Preferred Stock and the number of shares so designated shall be Forty-Two Thousand (42,000). Each share of the Series A Preferred Stock shall have a par value of $0.001.

Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.

Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

(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. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Conversion and Adjustments.

Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:

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. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.

Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.

Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.

Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.

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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.

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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”). During the year ended December 31, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 4,687,500 shares of its common stock for a total of $150,000, or $0.032 per share, in cash, under the Reg A #1.

Regulation A Offering (SEC File No. 024-11621) (“Reg A #2”). During the year ended December 31, 2021, the Company sold a total of 93,033,333 shares of its common stock for a total of $1,395,500, or $0.015 per share, in cash under the 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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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

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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.

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REGULATION A OFFERINGS

12 Months Ended

Dec. 31, 2022

REGULATION A OFFERINGS

REGULATION A OFFERINGS

18. REGULATION A OFFERINGS

Reg A #1. During the year ended December 31, 2021, the Company sold (a) a total of 4,875,000 shares of its common stock for a total of $195,000, or $0.04 per share, in cash, and (b) a total of 4,687,500 shares of its common stock for a total of $150,000, or $0.032 per share, in cash, under the Reg A #1.

Reg A #2. During the year ended December 31, 2021, the Company sold a total of 93,033,333 shares of its common stock for a total of $1,395,500, or $0.015 per share, in cash under the Reg A #2.

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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	$	-		$	-

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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.

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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.

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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.

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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.

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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.

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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

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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

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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.

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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

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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.

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INVENTORY (Tables)

12 Months Ended

Dec. 31, 2022

INVENTORY

Schedule of Inventory

Raw Materials	$	28,310
Work in Process		60,071
	$	88,381

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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	$	-		$	-

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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

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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	100.00%
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

XML

CONCENTRATION OF CREDIT RISK (Details Narrative)	Dec. 31, 2022 USD ($)
CONCENTRATION OF CREDIT RISK
Federally-insured limit	$ 250,000

XML

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

XML

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

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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

XML

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

XML

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

XML

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

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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

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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									50.00%
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

XML

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

XML

WARRANTS (Details 1)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Term (years)	5 years
Volatility rate maximum	148.00%
Volatility rate minimum	145.00%
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%

XML

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

XML

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

XML

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

XML

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

XML

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

XML

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

XML

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													10.00%
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															70.00%
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	65.00%		75.00%
Remaining balance	$ 103,750														45,640
Interest			$ 25,102
Monthly payment			$ 25,330
Interest rate	10.00%
Sixth Street Lending LLC [Member] | Minimum [Member]
Convertible promissory note premium	120.00%
Sixth Street Lending LLC [Member] | Maximum [Member]
Convertible promissory note premium	125.00%
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										9.00%	12.00%
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										50.00%
Common stock, shares issued for cash, shares										2,000,000
Aggregate value										$ 65,000
Third Party [Member] | Minimum [Member]
Convertible promissory note premium									125.00%	125.00%	125.00%
Third Party [Member] | Maximum [Member]
Convertible promissory note premium									145.00%	145.00%	145.00%
EMA Note
Accrued interest								$ 3,499
Interest rate												10.00%
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												120.00%
EMA Note | Maximum [Member]
Convertible promissory note premium												145.00%
Third Party 1 [Member]
Convertible notes, payable										$ 43,500
Interest rate										12.00%
Loans payable - related party										$ 43,500
Interest due date										January 2022
Conversion price, percentage										61.00%
Power Up Note #3
Convertible notes, payable									$ 68,750
Interest rate									12.00%
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									61.00%
Power Up Note #4 [Member]
Convertible notes, payable							$ 78,750
Interest rate							12.00%
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							61.00%
Power Up Note #4 [Member] | Minimum [Member]
Convertible promissory note premium							125.00%
Power Up Note #4 [Member] | Maximum [Member]
Convertible promissory note premium							145.00%
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

XML

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

XML

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

XML

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”

XML

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									$ (0.00)	$ (0.00)
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

XML

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

XML

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

XML

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”

XML

NEW MITEXSTREAM AGREEMENT (Details Narrative)	Dec. 31, 2022 USD ($)
NEW MITEXSTREAM AGREEMENT
Accrued amount	$ 3,300

XML

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

XML

INTANGIBLE ASSET (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
INTANGIBLE ASSET
Amortized period	18 months
Intangible asset	$ 190,000

XML

INVENTORY (Details)	Dec. 31, 2022 USD ($)
INVENTORY
Raw Materials	$ 28,310
Work in Process	60,071
Inventory	$ 88,381

XML

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

XML

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

XML

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

XML

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	100.00%
Deferred Tax Assets, Net of Valuation Allowance	$ 0	$ 0
Reduced the corporate tax rate description	The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) reduced the corporate tax rate from 35% to 21% for tax years
Effective Income Tax Rate Reconciliation, Percent	80.00%

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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

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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

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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

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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

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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

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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