10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2023

☐ 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) 223-4204

(Registrant’s telephone number, including area code)

______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

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 (§232.405 of this chapter) 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 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	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated Filer	☒

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 number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is _________ as of November 20, 2023. 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

	Page
Consolidated Balance Sheets as of September 30, 2023 (unaudited), and December 31, 2022 (audited)	3
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022	4
Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the Nine Months Ended September 30, 2023 and 2022	5
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2023 and 2022	7
Notes to Unaudited Consolidated Financial Statements	8

2

BLACK BIRD BIOTECH, INC.

Consolidated Balance Sheets

	9/30/23 (unaudited)		12/31/22 (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	5,729	$	44,448
Other current assets
Inventory		75,462		88,381
Accounts receivable		1,553		2,259
Right of use asset - operating lease		8,388		-
Total current assets		91,132		135,088
OTHER ASSETS
Fixtures and equipment		3,772		7,127
Deferred offering cost		-		76,293
Right of use asset - operating lease one		2,875		-
Other asset		1,000		-
Total other assets		7,647		83,420
TOTAL ASSETS	$	98,779	$	218,508

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Other current liabilities
Accounts payable and accrued liabilities	$	66,149	$	103,849
Accrued interest payable		27,079		15,977
Due to related party		180,222		79,077
Third-party notes payable, net of loan fees of $5,792 (unaudited) and debt discount of $27,500 (unaudited) at September 30, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively		736,844		669,775
Lease liability - operating		8,388		-
Total current liabilities		1,018,682		868,678
Long-term liabilities
Lease liability - operating		2,875		-
Total long-term liabilities		2,875		-
TOTAL LIABILITIES	$	1,021,557	$	868,678

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and 42,000 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively	$	42		$	42
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,785,430,168 shares and 310,695,330 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively		1,785,428			310,695
Stockholder receivable		(1,000	)		(1,000	)
Additional paid-in capital		2,167,815			3,320,042
Retained earnings (accumulated deficit)		(4,875,063	)		(4,279,949	)
Total stockholders’ equity		(922,778	)		(650,170	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	98,779		$	218,508

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

3

BLACK BIRD BIOTECH, INC.

Consolidated Statements of Operations

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Sales	$	3,937		$	25,739		$	24,244		$	70,484
Cost of goods sold		2,519			12,359			12,449			38,984
Gross profit (loss)		1,418			13,380			11,795			31,500
Expense
Consulting services		-			40,600			5,000			286,630
Website expense		336			901			819			4,358
Legal and professional services		2,100			5,397			16,550			12,597
Advertising and marketing		176			19,513			326			221,800
License fee		-			-			4,325			16,998
Rent		2,175			600			6,232			3,600
Depreciation expense		1,118			1,118			3,355			3,355
General and administrative		6,397			102,398			163,342			559,550
Total expenses		12,302			170,527			199,949			1,108,888
Net operating loss		(10,884	)		(157,147	)		(188,154	)		(1,077,388	)
Other expense
Amortization	(-		)		(21,111	)	(-		)		(84,444	)
Interest expense		(120,466	)		(46,535	)		(407,311	)		(255,913	)
Interest income		125			-			351			-
Total other income (expense)		(120,341	)		(68,764	)		(406,960	)		(340,357	)
Profit (loss) before taxes		(131,227	)		(67,646	)		(595,114	)		(1,417,745	)
Income tax expense		-			-			-			-
Net profit (loss)		(131,227	)	$	(224,793	)	$	(595,114	)	$	(1,417,745	)
Net profit (loss) per common share
Basic	$	(-	)	$	(-	)	$	(-	)	$	(-	)
Diluted	$	(-	)	$	(-	)	$	(-	)	$	(-	)
Weighted average number of common shares outstanding:
Basic		1,456,744,052			292,999,382			854,983,384			301,232,745
Diluted		1,918,026,987			335,129,995			1,634,943,335			372,484,608

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

4

BLACK BIRD BIOTECH, INC.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2023 and 2022 (unaudited)

	Preferred Stock				Common Stock				Stockholder			Additional Paid-in			Retained Earnings (Accumulated
	Shares		Amount		Shares		Amount		Receivable			Capital			Deficit)			Total
Balance, December 31, 2022		42,000	$	42		310,695,330	$	310,693	$	(1,000	)	$	3,320,043		$	(4,279,949	)	$	(650,170	)
Common stock issued for debt cancellation		---		---		68,541,667		68,542		---			(50,842	)		---			17,700
Common stock issued for debt cancellation		---		---		41,900,000		41,900		---			---			---			41,900
Common stock issued for debt cancellation		---		---		106,500,000		106,500		---			---			---			106,500
Common stock issued for services		---		---		2,500,000		2,500		---			22,500			---			25,000
Net loss		---		---		---		---		---			---		$	(266,934	)		(266,934	)
Balance, March 31, 2023		42,000	$	42		530,136,997	$	530,136	$	(1,000	)		3,291,701		$	(4,546,883	)	$	(726,004	)
Common stock issued for debt cancellation		---		---		23,900,000		23,900		---			(16,730	)		---			7,170
Common stock issued for debt cancellation		---		---		26,300,000		26,300		---			(18,410	)		---			7,890
Common stock issued for debt cancellation		---		---		28,800,000		28,800		---			(23,652	)		---			5,148
Common stock issued for debt cancellation		---		---		32,800,000		32,800		---			(26,937	)		---			5,863
Common stock issued for debt cancellation		---		---		37,400,000		37,400		---			(30,715	)		---			6,685
Common stock issued for debt cancellation		---		---		37,400,000		37,400		---			(30,715	)		---			6,685
Common stock issued for debt cancellation		---		---		37,500,000		37,500		---			(35,250	)		---			2,250
Common stock issued for debt cancellation		---		---		26,057,678		26,058		---			(21,400	)		---			4,658
Common stock issued for debt cancellation		---		---		26,194,560		26,195		---			(20,874	)		---			5,321
Net loss		---		---		---		---		---			---		$	(196,955	)		(196,955	)
Balance, June 30, 2023		42,000		42		806,489,235		806,489		(1,000	)		3,067,018			(4,743,838	)		(871,289	)

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

5

BLACK BIRD BIOTECH, INC.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2023 and 2022 (unaudited)

(continued)

	Preferred Stock				Common Stock				Stockholder			Additional Paid-in			Retained Earnings (Accumulated
	Shares		Amount		Shares		Amount		Receivable			Capital			Deficit)			Total
Common stock issued for debt cancellation		---		---		28,724,461		28,724		---			(24,990	)		---			3,734
Common stock issued for debt cancellation		---		---		37,225,600		37,226		---			(34,201	)		---			3,025
Common stock issued for debt cancellation		---		---		36,711,384		36,711		---			(31,939	)		---			4,772
Common stock issued for debt cancellation		---		---		60,427,076		60,427		---			(56,499	)		---			3,928
Common stock issued for debt cancellation		---		---		63,140,000		63,140		---			(59,036	)		---			4,104
Common stock issued for debt cancellation		---		---		59,964,000		59,964		---			(56,066	)		---			3,898
Common stock issued for debt cancellation		---		---		23,888,888		23,889		---			(19,589	)		---			4,300
Common stock issued for debt cancellation		---		---		57,083,333		57,083		---			(53,658	)		---			3,425
Common stock issued for debt cancellation		---		---		37,500,000		37,500		---			(35,250	)		---			2,250
Common stock issued for debt cancellation		---		---		63,333,333		63,333		---			(59,533	)		---			3,800
Common stock issued for debt cancellation		---		---		63,700,000		63,700		---			(59,878	)		---			3,822
Common stock issued for debt cancellation		---		---		76,300,000		76,300		---			(71,722	)		---			4,578
Common stock issued for debt cancellation		---		---		37,400,000		37,400		---			(30,715	)		---			6,685
Common stock issued for debt cancellation		---		---		37,400,000		37,400		---			(30,715	)		---			6,685
Common stock issued for debt cancellation		---		---		63,571,429		63,571		---			(59,121	)		---			4,450
Common stock issued for debt cancellation		---		---		63,571,429		63,571		---			(59,121	)		---			4,450
Common stock issued for debt cancellation		---		---		32,500,000		32,500		---			(30,225	)		---			2,275
Common stock issued for debt cancellation		---		---		37,500,000		37,500		---			(34,875	)		---			2,625
Common stock issued for debt cancellation		---		---		37,500,000		37,500		---			(34,875	)		---			2,625
Common stock issued for debt cancellation		---		---		37,500,000		37,500		---			(34,875	)		---			2,625
Common stock issued for debt cancellation		---		---		24,000,000		24,000		---			(22,320	)		---			1,680
Net loss		---		---		---		---		---			---		$	(131,225	)		(131,225	)
Balance, September 30, 2023		42,000	$	42		1,785,430,168	$	1,785,428	$	(1,000	)	$	2,167,815		$	(4,875,063	)	$	(922,778	)

	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
Net loss	‐		‐		‐			‐			‐			‐				(670,358	)		(670,358	)
Balance, March 31, 2022	‐		‐			301,230,828			301,230			(1,000	)		2,991,163			(3,291,541	)		(148	)
Stock issued for services	‐		‐			2,300,000			2,300		‐				32,200		‐				34,500
Stock issued for debt cancellation	‐		‐			15,146,188			15,146		‐			‐			‐				15,146
Warrants issued in conjunction with debt	‐		‐		‐			‐			‐				78,051		‐				78,051
Net loss	‐		‐		‐			‐			‐			‐				(522,594	)		(522,594	)
Balance, June 30, 2022	‐		‐			318,677,016			318,676			(1,000	)		3,101,414			(3,814,135	)		(395,045	)
Common stock cancelled in exchange for preferred stock		28,500		28		(99,063,659	)		(99,064	)	‐				99,036		‐			‐
Stock issued for debt cancellation	‐		‐			16,853,810			16,855		‐			‐			‐				16,855
Stock issued for warrant exercise	‐		‐			5,062,500			5,062		‐				(5,062	)	‐			‐
Stock issued for warrant exercise						9,375,000			9,375		‐				(9,375	)	‐			‐
Reclassification of warrants issued in conjunction with debt in June 2022	‐		‐		‐			‐			‐				(70,117	)	‐				(70,117	)
Warrants issued in conjunction with debt	‐		‐		‐			‐			‐				15,440		‐				15,440
Net loss	‐		‐		‐			‐			‐			‐				(224,793	)		(224,793	)
Balance, September 30, 2022		28,500	$	28		250,904,667		$	250,904		$	(1,000	)	$	3,131,336		$	(4,038,928	)	$	(657,600	)

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

6

BLACK BIRD BIOTECH, INC.

Consolidated Statements of Cash Flows

(unaudited)

	For the Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(595,114	)	$	(1,417,745	)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services		5,000			34,500
Depreciation and amortization		287,518			87,800
Non-cash debt conversion fees		6,546			7,000
Non-cash deferred offering cost		76,293			-
Non-cash penalty expense		45,960			-
Account receivable		706			(1,172	)
Debt amortization		-			230,881
Prepaid consulting fees		-			101,189
Accrued interest		60,059			17,225
Inventory		12,919			(15,717	)
Accrued expenses		(17,700	)		37,708
Other asset		1,000			-
Net cash used for operating activities		(118,813	)		(918,331	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used for investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Financing fees paid		-			-
Repayment of loans payable - third party		(146,381	)		(321,100	)
Proceeds loans payable - third parties		125,330			735,340
Net advances from related party		101,145			70,501
Net cash provided by financing		80,094			484,741
Net increase (decrease) in cash and cash equivalents		(38,719	)		(433,590	)
Cash and cash equivalents at beginning of period		44,448			499,766
Cash and cash equivalents at end of period	$	5,729		$	66,176

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay third-party debt	$	242,003	$	25,000
Common stock issued for accrued interest		48,957		-
Common stock issued for reduction in accounts payable	$	20,000	$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	-	$	-
Interest paid	$	15,377	$	-

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

7

BLACK BIRD BIOTECH, INC.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

These unaudited interim consolidated financial statements, as of September 30, 2023, and for the nine months ended September 30, 2023 and 2022, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2023. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities Exchange Commission.

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 $927,552 (unaudited) as of September 30, 2023. 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 for 2023 and beyond. 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 September 30, 2023, and December 31, 2022.

8

Income Taxes

The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of September 30, 2023 and 2022.

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 September 30, 2023 and 2022, 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 September 30, 2023, there were $5,792 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.

9

Leases

Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.

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, including the responses thereto, has continued to affect the economy into 2023. At this time, the extent to which COVID-19 will continue to 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. 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.

6. COMMON STOCK

Common Stock Issued for Services

Nine Months Ended September 30, 2023

In April 2022, the Company entered into an executive services agreement with a former executive officer, pursuant to which it was 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. In addition, during the nine months ended September 30, 2023, the Company issued 500,000 shares under this agreement, which shares were valued at $5,000.

Nine Months Ended September 30, 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 September 30, 2022, the Company was obligated to issue $22,500 in shares of its common stock pursuant to this agreement, which amount is included in the Company’s accounts payable at September 30, 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 September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $25,000, is included in the Company’s accounts payable at September 30, 2022.

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Common Stock Issued for Debt Conversions

Talos Victory Fund, LLC. During the nine months ended September 30, 2023, the Talos Note #1 was repaid in full in the amount of $106,500 through conversion into a total of 106,500,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $41,900 in principal, interest and fees on the Mast Hill Note #1 was repaid through conversion into a total of 41,900,000 shares of the Company’s common stock.

Boot Capital, LLC. During the nine months ended September 30, 2023, $33,725 in principal, interest and fees on the Boot Capital Note #1 was repaid through conversion into a total of 287,847,221 shares of the Company’s common stock.

GS Capital Partners, LLC. During the nine months ended September 30, 2023, $33,440 in principal, interest and fees on the GS Capital Note #1 has been repaid through conversion into a total of 338,444,759 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $26,071 in principal, interest and fees on the Mast Hill Note #2 was repaid through conversion into a total of 111,800,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $35,140 in principal, interest and fees on the Mast Hill Note #3 was repaid through conversion into a total of 214,800,000 shares of the Company’s common stock.

1800 Diagonal Lending, LLC. During the nine months ended September 30, 2023, $20,730 in principal, interest and fees on the 1800 Diagonal Note #2 was repaid through conversion into a total of 296,142,858 shares of the Company’s common stock.

NOTE 7. WARRANTS

At September 30, 2023, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants:

Outstanding as of December 31, 2022	421,282,935
Granted	-
Exchanged for common shares	-
Outstanding as of September 30, 2023	421,282,935

NOTE 8. NEW MITEXSTREAM AGREEMENT

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

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

(1) 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.

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9. INTANGIBLE ASSET

The Company had an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and was being amortized over 18 months. The Company recorded amortization expense in the amount of $0 and $84,444 for the periods ended September 30, 2023 and 2022, respectively. As of December 31, 2022, the intangible asset had been completely amortized.

10. 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.

At September 30, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.

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. During the nine months ended September 30, 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.

The 1800 Diagonal Note #1 was paid in full during the nine months ended September 30, 2023.

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 nine months ended September 30, 2023, the Talos Note #1 was repaid in full in the amount of $106,500 through conversion into a total of 106,500,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively.

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 nine months ended September 30, 2023, $41,900 in principal, interest and fees on the Mast Hill Note #1 was repaid through conversion into a total of 41,900,000 shares of the Company’s common stock.

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At September 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $203,850 and $240,500, respectively.

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.

During the nine months ended September 30, 2023, $33,400 in principal, interest and fees on the GS Capital Note #1 has been repaid through conversion into a total of 338,444,759 shares of the Company’s common stock.

The GS Capital Note #1 had a remaining balance of $0 and $42,000 at September 30, 2023, and December 31, 2022, respectively.

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.

During the nine months ended September 30, 2023, $33,725 in principal, interest and fees on the Boot Capital Note #1 was repaid through conversion into a total of 287,847,221 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $27,875 and $61,600, respectively.

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.

During the nine months ended September 30, 2023, $26,071 in principal, interest and fees on the Mast Hill Note #2 was repaid through conversion into a total of 111,800,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $136,983 and $145,000, respectively.

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, subject to a 4.99% equity blocker.

During the nine months ended September 30, 2023, $20,730 in principal, interest and fees on the 1800 Diagonal Note #2 was repaid through conversion into a total of 296,142,858 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $128,980 and $103,750, respectively.

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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 $0.001 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.

During the nine months ended September 30, 2023, $35,140 in principal, interest and fees on the Mast Hill Note #3 was repaid through conversion into a total of 214,800,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $214,619 and $223,000, respectively.

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.

At September 30, 2023, the Company was delinquent in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $57,828.

11. STOCKHOLDER RECEIVABLE

At September 30, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock.

12. AMENDMENTS OF ARTICLES OF INCORPORATION

In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports.

In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021.

In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock.

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.

In June 2023, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 5,000,000,000 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.

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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.

13. RELATED PARTY TRANSACTIONS

Advances from Related Parties

Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from related parties.

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company obtained no $70,501 in advances from related parties.

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New Mitexstream Agreement

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

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

14. LOANS PAYABLE – RELATED PARTIES

Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of September 30, 2023, the Company owed Mr. Newlan the amount of $83,414.

As of September 30, 2023, the Company owed $68,800 to 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. Such amount accrues no interest and is due on demand.

As of September 30, 2023, the Company owed $4,400 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand.

As of September 30, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest.

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company did not obtain any loans from related parties. As of September 30, 2022, the Company owed Astonia LLC $4,470 in principal and $773 in accrued and unpaid interest.

15. LEASE

The Company entered into a lease agreement for office space in Argyle, Texas, beginning January 9, 2023, and ending on January 31, 2025. The monthly rents over the 24-month period amount to $1,450. An operating lease liability calculated using a discount rate of 4.19% and a right of use asset of $17,195 were recorded at the lease commencement date of January 9, 2023. The balance of the right of use asset and the related lease liability for this lease were $15,327 and $15,327, respectively, at September 30, 2023. Operating lease costs associated with this lease were $1,868, for the period ended September 30, 2023.

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Future minimum lease payments under the operating leases are as follows:

Period Ended September 30,	Amount
2023	$	4,350
2024		8,700
2025		725
Total minimum lease payments		13,775
Less: amount of lease payments representing interest		(469	)
Present value of future minimum lease payments		13,306
Less: current liability under lease		(8,977	)
Long-term lease liability	$	4,329

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 private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease 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.

16.  SUBSEQUENT EVENTS

Common Stock Issued for Debt Conversions

Boot Capital, LLC. Subsequent to September 30, 2023, $4,575 in principal on the Boot Capital Note #1 has been repaid through conversion into 76,250,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. Subsequent to September 30, 2023, $25,368 in principal, interest and fees on the Mast Hill Note #3 has been repaid through conversion into a total of 422,777,000 shares of the Company’s common stock.

Loans From a Related Party

Subsequent to September 30, 2023, the Company has obtained a total of $1,450 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay rent on the Company’s executive office. Such funds were obtained as a loan on open account, accrue no interest and are due on demand.

Other

Management has evaluated subsequent events through November 20, 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 nine months ended September 30, 2023 and 2022.

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 Quarterly Report.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties. 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.

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.

Overview and Outlook

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.

18

Principal Factors Affecting Our Financial Performance

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

Nine Months Ended September 30, 2023 (“Interim 2023”) and 2022 (“Interim 2022”). Our 2021 purchase of certain distribution-related assets 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 sales of our CBD products. Big Sky American, since beginning its consumer product distribution operations in Northwest Montana in April 2021, has had a positive impact on our operating results, when compared to our prior operating results. However, our anticipated increase in sales of our CBD products has not occurred. During Interim 2023, sales of non-CBD consumer products we lower compared to prior periods, which followed a trend beginning during the summer of 2022, when Western Montana experiences a significant reduction in tourism. During Interim 2023, sales of MiteXstream were relatively small, though slightly higher from the fourth quarter of 2022, as we began to place product in Ace Hardware stores across Montana, Idaho, Oregon and Washington. MiteXstream is currently sold in approximately 75 retail locations, in addition to our online store located at www.MiteXstream.com.

During Interim 2023, our business operations generated $24,244 (unaudited) in revenues from sales with a cost of goods sold of $12,449 (unaudited), resulting in a gross profit of $11,795 (unaudited). During Interim 2022, our business operations generated $70,484 (unaudited) in revenues from sales with a cost of goods sold of $38,984 (unaudited), resulting in a gross profit of $31,500 (unaudited).

During Interim 2023, we incurred operating expenses of $196,594 (unaudited), which were comprised of $5,000 (unaudited) in consulting services, $819 (unaudited) in website expenses, $16,550 (unaudited) in legal and professional services, $6,232 (unaudited) in rent, $326 (unaudited) in advertising expense, $16,500 (unaudited) in legal and professional expense, $3,335 (unaudited) in depreciation expense and $163,342 (unaudited) in general and administrative expense, resulting in a net operating loss of $184,799 (unaudited). In addition, we incurred total other expense of $410,311 (unaudited), which was comprised of $406,960 (unaudited) in interest expense and $351 (unaudited) in interest income, resulting in a net loss for Interim 2023 of $595,114 (unaudited).

During Interim 2022, we incurred operating expenses of $1,105,533 (unaudited), which were comprised of $286,630 (unaudited) in consulting services, $4,358 (unaudited) in website expenses, $12,597 (unaudited) in legal and professional services, $3,600 (unaudited) in rent, $221,800 (unaudited) in advertising and marketing expense, $16,998 (unaudited) in license fee, depreciation expense of $3,355 (unaudited) and $559,550 (unaudited) in general and administrative expense, resulting in a net operating loss of $1,077,388 (unaudited). In addition, we incurred total other expense of $340,357 (unaudited), which was comprised of interest expense of $255,913 (unaudited) and amortization expense of $84,444 (unaudited), resulting in a net loss for Interim 2022 of $1,417,745 (unaudited).

We expect that our revenues will increase from quarter-to-quarter beginning late in the first quarter of 2024, as sales of MiteXstream are expected to increase from our marketing efforts and Spring growing season factors. There is no assurance that such will be the case, and we expect to incur operating losses through at least June 30, 2024. 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 2024

Substantially all of our limited capital, financial and human, will be devoted to increasing sales of MiteXstream. There is no assurance that we will be successful in increasing sales of MiteXstream.

Financial Condition, Liquidity and Capital Resources

September 30, 2023. At September 30, 2023, our company had $5,729 (unaudited) in cash and a working capital deficit of $927,552 (unaudited), compared to $44,448 in cash and a working capital deficit of $824,230 at December 31, 2022. The change in our working capital position from December 31, 2022, to September 30, 2023, is attributable primarily to our inability to increase sales of our products, our repayment of debt and the payment of operating expenses.

19

Our company’s current cash position of approximately $5,000 is not adequate for our company to maintain its present level of operations through the remainder 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 During the Nine Months Ended September 30, 2023. During the nine months ended September 30, 2023, we derived capital from loans from a third-party lender and a related-party lender.

Third-Party Loan. In January 2023, we obtained a loan from 1800 Diagonal Lending LLC, which netted our company $125,330.20 in proceeds. In consideration of such loan, we 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. We have the right to repay the 1800 Diagonal Note #3 at any time, without penalty. Should we become in default on the 1800 Diagonal Note #3, the 1800 Diagonal Note #3 becomes convertible into shares of our common stock at a conversion price equal to 75% multiplied by the lowest trading price of our common stock during the 10 trading days prior to the applicable conversion date.

At September 30, 2023, we were delinquent in our payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $219,405.

Related-Party Loans. During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. Such funds were used to pay operating expenses and to make monthly payments on the 1800 Diagonal Note #3. As of September 30, 2023, the Company owed Mr. Newlan the amount of $170,222.

Capital Sources During 2022. During 2022, we derived approximately $800,000 in capital from loans from third-party lenders, which funds were used for the repayment of debt obligations, the payment of advertising and marketing expenses and the payment of operating expenses. Information with respect to these loans, including information regarding conversions of such loans into shares of our common stock, is set forth in Note 6. Common Stock – Common Stock Issued for Debt Conversions, Note 10. Convertible Promissory Notes – Third Parties and Note 16. Subsequent Events in the accompanying financial statements of our company.

Inflation

Our management believes economic indicators point toward continuing significant inflationary pressures. However, no prediction can be made in this regard and, further, no prediction can be made with respect to how the continuing impacts of inflation would affect our results of operations.

Seasonality

Our Big Sky American operations are subject to seasonal fluctuation, with the months of May through September providing approximately 70% of Big Sky American’s sales revenues. 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 September 30, 2023, 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.

In January 2023, we 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 private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease 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.

20

Capital Expenditures

We made no capital expenditures during the nine months ended September 30, 2023, nor during the year ended December 31, 2022. Without obtaining additional capital, we will not be able to make any capital expenditures.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended September 30, 2023, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of September 30, 2023.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We have no pending legal or administrative proceedings.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2023, we issued shares of common stock not reported previously, as follows:

We issued a total of 978,944,933 shares of common stock to holders of convertible promissory notes for conversion of a total of $79,736 in convertible debt. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

22

Item 6. Exhibits

Exhibit	Description
31.1*	Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023
31.2*	Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023
32.1*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 _______________________

* Filed herewith.

23

SIGNATURES

Pursuant to the requirements 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: November 20, 2023
	Fabian G. Deneault President

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Fabian G. Deneault, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Black Bird Biotech, Inc. for the fiscal period ended September 30, 2023.
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: November 20, 2023.
By:	/s/ Fabian G. Deneault
	Fabian G. Deneault President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William E. Sluss, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Back Bird Biotech, Inc. for the fiscal period ended September 30, 2023.
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: November 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 Quarterly Report of Black Bird Biotech, Inc. on Form 10-Q for the period ended September 30, 2023, 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-Q 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: November 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 Quarterly Report of Black Bird Biotech, Inc. on Form 10-Q for the period ended September 30, 2023, 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-Q 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: November 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 - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Entity Registrant Name	Black Bird Biotech, Inc.
Entity Central Index Key	0001409999
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		0
Entity File Number	000-52828
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-0521119
Entity Address Address Line 1	11961 Hilltop Road
Entity Address Address Line 2	Suite 22
Entity Address City Or Town	Argyle
Entity Address State Or Province	TX
Entity Address Postal Zip Code	76226
City Area Code	833
Local Phone Number	223-4204
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 5,729	$ 44,448
Other current assets
Inventory	75,462	88,381
Right of use asset - operating leases	8,388	0
Accounts receivable	1,553	2,259
Total current assets	91,132	135,088
OTHER ASSETS
Fixtures and equipment	3,772	7,127
Deferred offering cost	0	76,293
Other asset	1,000	0
Right of use asset - operating lease one	2,875	0
Total other assets	7,647	83,420
TOTAL ASSETS	98,779	218,508
Other current liabilities
Accounts payable and accrued liabilities	66,149	103,849
Accrued interest payable	27,079	15,977
Due to related party	180,222	79,077
Third-party notes payable, net of loan fees of $5,792 (unaudited) and debt discount of $27,500 (unaudited) at September 30, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively	736,844	669,775
Lease liability - operating	8,388	0
Total current liabilities	1,018,682	868,678
Long-term liabilities
Lease liability - operating1	2,875	0
Total long-term liabilities	2,875	0
TOTAL LIABILITIES	1,021,557	868,678
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 42,000 and 42,000 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively	42	42
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,785,430,168 shares and 310,695,330 shares issued and outstanding at September 30, 2023, and December 31, 2022, respectively	1,785,428	310,695
Stockholder receivable	(1,000)	(1,000)
Additional paid-in capital	2,167,815	3,320,042
Retained earnings (accumulated deficit)	(4,875,063)	(4,279,949)
Total stockholders' equity	(922,778)	(650,170)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 98,779	$ 218,508

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Consolidated Balance Sheets
Third-party notes payable, net of debt discount	$ 27,500	$ 156,024
Third-party notes payable, net of loan fees	$ 5,792	$ 142,190
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	42,000
Prefered stock, shares outstanding	42,000	42,000
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	1,785,430,168	310,695,330
Common Stock, shares outstanding	1,785,430,168	310,695,330

XML

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Consolidated Statements of Operations (unaudited)
Sales	$ 3,937	$ 25,739	$ 24,244	$ 70,484
Cost of goods sold	2,519	12,359	12,449	38,984
Gross profit (loss)	1,418	13,380	11,795	31,500
Expense
Consulting services	0	40,600	5,000	286,630
Website expense	336	901	819	4,358
Legal and professional services	2,100	5,397	16,550	12,597
Advertising and marketing	176	19,513	326	221,800
License fee	0	0	4,325	16,998
Rent	2,175	600	6,232	3,600
Depreciation expense	1,118	1,118	3,355	3,355
General and administrative	6,397	102,398	163,342	559,550
Total expenses	12,302	170,527	199,949	1,108,888
Net operating loss	(10,884)	(157,147)	(188,154)	(1,077,388)
Other expense
Amortization	0	(21,111)	0	(84,444)
Interest expense	(120,466)	(46,535)	(407,311)	(255,913)
Interest income	125	0	351	0
Total other income (expense)	(120,341)	(68,764)	(406,960)	(340,357)
Profit (loss) before taxes	(131,227)	(67,646)	(595,114)	(1,417,745)
Income tax expense	0	0	0	0
Net profit (loss)	$ (131,227)	$ (224,793)	$ (595,114)	$ (1,417,745)
Net profit (loss) per common share
Basic	$ 0	$ 0	$ 0	$ 0
Diluted	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding:
Basics	1,456,744,052	292,999,382	854,983,384	301,232,745
Diluteds	1,918,026,987	335,129,995	1,634,943,335	372,484,608

XML

Consolidated Statement of Changes in Stockholders Equity (Deficit) (unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Stockholder Receivable	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021			301,230,828
Balance, amount at Dec. 31, 2021	$ 670,210		$ 301,230	$ (1,000)	$ 2,991,163	$ (2,621,183)
Net loss	(670,358)					(670,358)
Balance, shares at Mar. 31, 2022			301,230,828
Balance, amount at Mar. 31, 2022	(148)		$ 301,230	(1,000)	2,991,163	(3,291,541)
Net loss	(522,594)					(522,594)
Stock issued for services AE, shares			2,300,000
Stock issued for services AE, amount	34,500		$ 2,300		32,200
Stock issued for debt cancellation AF, share			15,146,188
Stock issued for debt cancellation AF, amount	15,146		$ 15,146
Warrants issued in conjunction with debt A, amount	78,051				78,051
Balance, shares at Jun. 30, 2022			318,677,016
Balance, amount at Jun. 30, 2022	(395,045)		$ 318,676	(1,000)	3,101,414	(3,814,135)
Common stock cancelled in exchange for preferred stock, shares		28,500	(99,063,659)
Common stock cancelled in exchange for preferred stock, amount		$ 28	$ (99,064)		99,036
Stock issued for debt cancellation AG, share			16,853,810
Stock issued for debt cancellation AG, amount	16,855		$ 16,855
Stock issued for warrant exercise AH, share			5,062,500
Net loss	(224,793)					(224,793)
Stock issued for warrant exercise AH, amount			$ 5,062		(5,062)
Stock issued for warrant exercise AI, shares			9,375,000
Stock issued for warrant exercise AI, amount			$ 9,375		(9,375)
Warrants issued in conjunction with debt B, amount	15,440				15,440
Reclassification of warrants issued in conjunction with debt in June 2022, amount	(70,117)				(70,117)
Balance, shares at Sep. 30, 2022		28,500	250,904,667
Balance, amount at Sep. 30, 2022	(657,600)	$ 28	$ 250,904	(1,000)	3,131,336	(4,038,928)
Balance, shares at Dec. 31, 2022		42,000	310,695,330
Balance, amount at Dec. 31, 2022	(650,170)	$ 42	$ 310,693	(1,000)	3,320,043	(4,279,949)
Net loss	(266,934)					(266,934)
Common stock issued for debt cancellation A, shares			68,541,667
Common stock issued for debt cancellation A, amount	17,700		$ 68,542		(50,842)
Common stock issued for debt cancellation B, shares			41,900,000
Common stock issued for debt cancellation B, amount	41,900		$ 41,900
Common stock issued for debt cancellation C, shares			106,500,000
Common stock issued for debt cancellation C, amount	106,500		$ 106,500
Common stock issued for services, shares			2,500,000
Common stock issued for services, amount	25,000		$ 2,500		22,500
Balance, shares at Mar. 31, 2023		42,000	530,136,997
Balance, amount at Mar. 31, 2023	(726,004)	$ 42	$ 530,136	(1,000)	3,291,701	(4,546,883)
Net loss	(196,955)					(196,955)
Common stock issued for debt cancellation A, shares			23,900,000
Common stock issued for debt cancellation A, amount	7,170		$ 23,900		(16,730)
Common stock issued for debt cancellation B, shares			26,300,000
Common stock issued for debt cancellation B, amount	7,890		$ 26,300		(18,410)
Common stock issued for debt cancellation C, shares			28,800,000
Common stock issued for debt cancellation C, amount	5,148		$ 28,800		(23,652)
Common stock issued for debt cancellation D, shares			32,800,000
Common stock issued for debt cancellation D, amount	5,863		$ 32,800		(26,937)
Common stock issued for debt cancellation E, shares			37,400,000
Common stock issued for debt cancellation E, amount	6,685		$ 37,400		(30,715)
Common stock issued for debt cancellation F, shares			37,400,000
Common stock issued for debt cancellation F, amount	6,685		$ 37,400		(30,715)
Common stock issued for debt cancellation G, shares			37,500,000
Common stock issued for debt cancellation G, amount	2,250		$ 37,500		(35,250)
Common stock issued for debt cancellation H, shares			26,057,678
Common stock issued for debt cancellation H, amount	4,658		$ 26,058		(21,400)
Common stock issued for debt cancellation I, shares			26,194,560
Common stock issued for debt cancellation I, amount	5,321		$ 26,195		(20,874)
Balance, shares at Jun. 30, 2023		42,000	806,489,235
Balance, amount at Jun. 30, 2023	(871,289)	$ 42	$ 806,489	(1,000)	3,067,018	(4,743,838)
Net loss	(131,225)					(131,225)
Common stock issued for debt cancellation J, shares			28,724,461
Common stock issued for debt cancellation J, amount	3,734		$ 28,724		(24,990)
Common stock issued for debt cancellation K, shares			37,225,600
Common stock issued for debt cancellation K, amount	3,025		$ 37,226		(34,201)
Common stock issued for debt cancellation L, shares			36,711,384
Common stock issued for debt cancellation L, amount	4,772		$ 36,711		(31,939)
Common stock issued for debt cancellation M, shares			60,427,076
Common stock issued for debt cancellation M, amount	3,928		$ 60,427		(56,499)
Common stock issued for debt cancellation N, shares			63,140,000
Common stock issued for debt cancellation N, amount	4,104		$ 63,140		(59,036)
Common stock issued for debt cancellation O, shares			59,964,000
Common stock issued for debt cancellation O, amount	3,898		$ 59,964		(56,066)
Common stock issued for debt cancellation P, shares			23,888,888
Common stock issued for debt cancellation P, amount	4,300		$ 23,889		(19,589)
Common stock issued for debt cancellation Q, shares			57,083,333
Common stock issued for debt cancellation Q, amount	3,425		$ 57,083		(53,658)
Common stock issued for debt cancellation R, shares			37,500,000
Common stock issued for debt cancellation R, amount	2,250		$ 37,500		(35,250)
Common stock issued for debt cancellation S, shares			63,333,333
Common stock issued for debt cancellation S, amount	3,800		$ 63,333		(59,533)
Common stock issued for debt cancellation T, shares			63,700,000
Common stock issued for debt cancellation T, amount	3,822		$ 63,700		(59,878)
Common stock issued for debt cancellation U, shares			76,300,000
Common stock issued for debt cancellation U, amount	4,578		$ 76,300		(71,722)
Common stock issued for debt cancellation V, shares			37,400,000
Common stock issued for debt cancellation V, amount	6,685		$ 37,400		(30,715)
Common stock issued for debt cancellation W, shares			37,400,000
Common stock issued for debt cancellation W, amount	6,685		$ 37,400		(30,715)
Common stock issued for debt cancellation X, shares			63,571,429
Common stock issued for debt cancellation X, amount	4,450		$ 63,571		(59,121)
Common stock issued for debt cancellation Y, shares			63,571,429
Common stock issued for debt cancellation Y, amount	4,450		$ 63,571		(59,121)
Common stock issued for debt cancellation Z, shares			32,500,000
Common stock issued for debt cancellation Z, amount	2,275		$ 32,500		(30,225)
Common stock issued for debt cancellation AA, shares			37,500,000
Common stock issued for debt cancellation AA, amount	2,625		$ 37,500		(34,875)
Common stock issued for debt cancellation AB, shares			37,500,000
Common stock issued for debt cancellation AB, amount	2,625		$ 37,500		(34,875)
Common stock issued for debt cancellation AC, shares			37,500,000
Common stock issued for debt cancellation AC, amount	2,625		$ 37,500		(34,875)
Common stock issued for debt cancellation AD, shares			24,000,000
Common stock issued for debt cancellation AD, amount	1,680		$ 24,000		(22,320)
Balance, shares at Sep. 30, 2023		42,000	1,785,430,168
Balance, amount at Sep. 30, 2023	$ (922,778)	$ 42	$ 1,785,428	$ (1,000)	$ 2,167,815	$ (4,875,063)

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Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (595,114)	$ (1,417,745)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services	5,000	34,500
Depreciation and amortization	287,518	87,800
Non-cash debt conversion fees	6,546	7,000
Non-cash deferred offering cost	76,293	0
Non-cash penalty expense	45,960	0
Account receivable	706	(1,172)
Debt amortization	0	230,881
Prepaid consulting fees	0	101,189
Accrued interest	60,059	17,225
Inventory	12,919	(15,717)
Accrued expenses	(17,700)	37,708
Other asset	1,000	0
Net cash used for operating activities	(118,813)	(918,331)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used for investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Financing fees paid	0	0
Repayment of loans payable - third party	(146,381)	(321,100)
Proceeds loans payable - third parties	125,330	735,340
Net advances from related party	101,145	70,501
Net cash provided by financing	80,094	484,741
Net increase (decrease) in cash and cash equivalents	(38,719)	(433,590)
Cash and cash equivalents at beginning of period	44,448	499,766
Cash and cash equivalents at end of period	5,729	66,176
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay third-party debt	242,003	25,000
Common stock issued for accrued interest	48,957	0
Common stock issued for reduction in accounts payable	20,000	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	0	0
Interest paid	$ 15,377	$ 0

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BASIS OF PRESENTATION AND NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2023

BASIS OF PRESENTATION AND NATURE OF OPERATIONS

BASIS OF PRESENTATION AND NATURE OF OPERATIONS

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

These unaudited interim consolidated financial statements, as of September 30, 2023, and for the nine months ended September 30, 2023 and 2022, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2023. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities Exchange Commission.

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

9 Months Ended

Sep. 30, 2023

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 $927,552 (unaudited) as of September 30, 2023. 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 for 2023 and beyond. 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 September 30, 2023, and December 31, 2022.

Income Taxes

The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of September 30, 2023 and 2022.

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 September 30, 2023 and 2022, 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 September 30, 2023, there were $5,792 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.

Leases

Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company has early adopted ASU 2020-06 for the year beginning January 1, 2021.

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CORONAVIRUS PANDEMIC

9 Months Ended

Sep. 30, 2023

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, including the responses thereto, has continued to affect the economy into 2023. At this time, the extent to which COVID-19 will continue to 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

9 Months Ended

Sep. 30, 2023

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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PREFERRED STOCK

9 Months Ended

Sep. 30, 2023

PREFERRED STOCK

PREFERRED STOCK

5. 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

9 Months Ended

Sep. 30, 2023

COMMON STOCK

COMMON STOCK

6. COMMON STOCK

Common Stock Issued for Services

Nine Months Ended September 30, 2023

In April 2022, the Company entered into an executive services agreement with a former executive officer, pursuant to which it was 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. In addition, during the nine months ended September 30, 2023, the Company issued 500,000 shares under this agreement, which shares were valued at $5,000.

Nine Months Ended September 30, 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 September 30, 2022, the Company was obligated to issue $22,500 in shares of its common stock pursuant to this agreement, which amount is included in the Company’s accounts payable at September 30, 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 September 30, 2022, the Company was obligated to issue a total of 1,500,000 shares of its common stock pursuant to this agreement, the total value of which, $25,000, is included in the Company’s accounts payable at September 30, 2022.

Common Stock Issued for Debt Conversions

Talos Victory Fund, LLC. During the nine months ended September 30, 2023, the Talos Note #1 was repaid in full in the amount of $106,500 through conversion into a total of 106,500,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $41,900 in principal, interest and fees on the Mast Hill Note #1 was repaid through conversion into a total of 41,900,000 shares of the Company’s common stock.

Boot Capital, LLC. During the nine months ended September 30, 2023, $33,725 in principal, interest and fees on the Boot Capital Note #1 was repaid through conversion into a total of 287,847,221 shares of the Company’s common stock.

GS Capital Partners, LLC. During the nine months ended September 30, 2023, $33,440 in principal, interest and fees on the GS Capital Note #1 has been repaid through conversion into a total of 338,444,759 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $26,071 in principal, interest and fees on the Mast Hill Note #2 was repaid through conversion into a total of 111,800,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. During the nine months ended September 30, 2023, $35,140 in principal, interest and fees on the Mast Hill Note #3 was repaid through conversion into a total of 214,800,000 shares of the Company’s common stock.

1800 Diagonal Lending, LLC. During the nine months ended September 30, 2023, $20,730 in principal, interest and fees on the 1800 Diagonal Note #2 was repaid through conversion into a total of 296,142,858 shares of the Company’s common stock.

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WARRANTS

9 Months Ended

Sep. 30, 2023

WARRANTS

WARRANTS

NOTE 7. WARRANTS

At September 30, 2023, the Company had reserved 421,282,935 shares of its common stock for the following outstanding warrants:

Outstanding as of December 31, 2022	421,282,935
Granted	-
Exchanged for common shares	-
Outstanding as of September 30, 2023	421,282,935

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NEW MITEXSTREAM AGREEMENT

9 Months Ended

Sep. 30, 2023

NEW MITEXSTREAM AGREEMENT

NEW MITEXSTREAM AGREEMENT

NOTE 8. NEW MITEXSTREAM AGREEMENT

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

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

(1) 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.

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INTANGIBLE ASSET

9 Months Ended

Sep. 30, 2023

INTANGIBLE ASSET

INTANGIBLE ASSET

9. INTANGIBLE ASSET

The Company had an intangible asset related to the purchase of product distribution assets in the amount of $190,000, which is for a customer list and was being amortized over 18 months. The Company recorded amortization expense in the amount of $0 and $84,444 for the periods ended September 30, 2023 and 2022, respectively. As of December 31, 2022, the intangible asset had been completely amortized.

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CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

9 Months Ended

Sep. 30, 2023

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

10. 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.

At September 30, 2023 and 2022, accrued interest on the Tri-Bridge Note was $-0- and $4,370, respectively.

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. During the nine months ended September 30, 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.

The 1800 Diagonal Note #1 was paid in full during the nine months ended September 30, 2023.

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 nine months ended September 30, 2023, the Talos Note #1 was repaid in full in the amount of $106,500 through conversion into a total of 106,500,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Talos Note #1 had a remaining balance of $-0- and $106,500, respectively.

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 nine months ended September 30, 2023, $41,900 in principal, interest and fees on the Mast Hill Note #1 was repaid through conversion into a total of 41,900,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $203,850 and $240,500, respectively.

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.

During the nine months ended September 30, 2023, $33,400 in principal, interest and fees on the GS Capital Note #1 has been repaid through conversion into a total of 338,444,759 shares of the Company’s common stock.

The GS Capital Note #1 had a remaining balance of $0 and $42,000 at September 30, 2023, and December 31, 2022, respectively.

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.

During the nine months ended September 30, 2023, $33,725 in principal, interest and fees on the Boot Capital Note #1 was repaid through conversion into a total of 287,847,221 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $27,875 and $61,600, respectively.

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.

During the nine months ended September 30, 2023, $26,071 in principal, interest and fees on the Mast Hill Note #2 was repaid through conversion into a total of 111,800,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Mast Hill Note #2 had a remaining balance of $136,983 and $145,000, respectively.

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, subject to a 4.99% equity blocker.

During the nine months ended September 30, 2023, $20,730 in principal, interest and fees on the 1800 Diagonal Note #2 was repaid through conversion into a total of 296,142,858 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $128,980 and $103,750, respectively.

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 $0.001 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.

During the nine months ended September 30, 2023, $35,140 in principal, interest and fees on the Mast Hill Note #3 was repaid through conversion into a total of 214,800,000 shares of the Company’s common stock.

At September 30, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $214,619 and $223,000, respectively.

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.

At September 30, 2023, the Company was delinquent in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $57,828.

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STOCKHOLDER RECEIVABLE

9 Months Ended

Sep. 30, 2023

STOCKHOLDER RECEIVABLE

STOCKHOLDER RECEIVABLE

11. STOCKHOLDER RECEIVABLE

At September 30, 2023 and 2022, cash relating to a stockholder receivable of Black Bird for $1,000, which stockholder receivable became a part of the Company’s outstanding common stock history, upon its acquisition of Black Bird. The stockholder receivable relates to 42,885 shares of Company common stock.

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AMENDMENTS OF ARTICLES OF INCORPORATION

9 Months Ended

Sep. 30, 2023

AMENDMENTS OF ARTICLES OF INCORPORATION

AMENDMENT OF ARTICLES OF INCORPORATION

12. AMENDMENTS OF ARTICLES OF INCORPORATION

In January 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to “Black Bird Potentials Inc.” and submitted such filing to FINRA for approval thereof. FINRA did not approve such filing, due to an extended passage of time from the Company’s initial filing and its being late in filing certain periodic reports.

In February 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares of its common stock to 325,000,000. The Company also amended its Articles of Incorporation subsequent to March 31, 2021.

In April 2022, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 750,000,000 and to authorize 50,000,000 shares of preferred stock.

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.

In June 2023, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock to 5,000,000,000 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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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS

Advances from Related Parties

Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from related parties.

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company obtained no $70,501 in advances from related parties.

New Mitexstream Agreement

In February 2021, Black Bird entered into a Manufacturing, Sales and Distribution License Agreement (the “New MiteXstream Agreement”) with a related party, Touchstone Enviro Solutions, Inc., which replaced a prior similar agreement (the “Original MiteXstream Agreement”) and served to expand Black Bird’s rights with respect to MiteXstream, an EPA-registered biopesticide. The New MiteXstream Agreement contains the following important provisions as compared to the Original MiteXstream Agreement:

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

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LOANS PAYABLE - RELATED PARTIES

9 Months Ended

Sep. 30, 2023

LOANS PAYABLE - RELATED PARTIES

LOANS PAYABLE - RELATED PARTIES

14. LOANS PAYABLE – RELATED PARTIES

Nine Months Ended September 30, 2023

During the nine months ended September 30, 2023, the Company obtained $101,145 in advances from Eric Newlan, Vice President and a Director of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand. As of September 30, 2023, the Company owed Mr. Newlan the amount of $83,414.

As of September 30, 2023, the Company owed $68,800 to 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. Such amount accrues no interest and is due on demand.

As of September 30, 2023, the Company owed $4,400 to Fabian G. Deneault, President and a Director of the Company. Such amount accrues no interest and is due on demand.

As of September 30, 2023, the Company owed Astonia LLC $5,242 in principal and $556 in accrued and unpaid interest.

Nine Months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company did not obtain any loans from related parties. As of September 30, 2022, the Company owed Astonia LLC $4,470 in principal and $773 in accrued and unpaid interest.

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LEASE

9 Months Ended

Sep. 30, 2023

LEASE

LEASE

15. LEASE

The Company entered into a lease agreement for office space in Argyle, Texas, beginning January 9, 2023, and ending on January 31, 2025. The monthly rents over the 24-month period amount to $1,450. An operating lease liability calculated using a discount rate of 4.19% and a right of use asset of $17,195 were recorded at the lease commencement date of January 9, 2023. The balance of the right of use asset and the related lease liability for this lease were $15,327 and $15,327, respectively, at September 30, 2023. Operating lease costs associated with this lease were $1,868, for the period ended September 30, 2023.

Future minimum lease payments under the operating leases are as follows:

Period Ended September 30,	Amount
2023	$	4,350
2024		8,700
2025		725
Total minimum lease payments		13,775
Less: amount of lease payments representing interest		(469	)
Present value of future minimum lease payments		13,306
Less: current liability under lease		(8,977	)
Long-term lease liability	$	4,329

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 private company controlled by three of the Company’s directors, Fabian G. Deneault, William E. Sluss and Eric Newlan. By agreement with Petro X Solutions, each lease 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.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

16.  SUBSEQUENT EVENTS

Common Stock Issued for Debt Conversions

Boot Capital, LLC. Subsequent to September 30, 2023, $4,575 in principal on the Boot Capital Note #1 has been repaid through conversion into 76,250,000 shares of the Company’s common stock.

Mast Hill Fund, L.P. Subsequent to September 30, 2023, $25,368 in principal, interest and fees on the Mast Hill Note #3 has been repaid through conversion into a total of 422,777,000 shares of the Company’s common stock.

Loans From a Related Party

Subsequent to September 30, 2023, the Company has obtained a total of $1,450 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay rent on the Company’s executive office. Such funds were obtained as a loan on open account, accrue no interest and are due on demand.

Other

Management has evaluated subsequent events through November 20, 2023.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies)

9 Months Ended

Sep. 30, 2023

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 $927,552 (unaudited) as of September 30, 2023. 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 for 2023 and beyond. 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 September 30, 2023, and December 31, 2022.

Income Taxes

The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There are potential dilutive securities as of September 30, 2023 and 2022.

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 September 30, 2023 and 2022, 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 September 30, 2023, there were $5,792 in unamortized loan fees.

Leases

Under the lease standard, ASC 842, Leases, right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than a year by discounting the amounts of fixed rent payments in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Assets leased for only a portion of their useful lives are accounted for as operating leases.

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

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WARRANTS (Tables)

9 Months Ended

Sep. 30, 2023

WARRANTS

Schedule of common stock for the outstanding

Outstanding as of December 31, 2022	421,282,935
Granted	-
Exchanged for common shares	-
Outstanding as of September 30, 2023	421,282,935

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NEW MITEXSTREAM AGREEMENT (Tables)

9 Months Ended

Sep. 30, 2023

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”

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

Schedule of New MiteXstream Agreement

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

9 Months Ended

Sep. 30, 2023

LEASE

Schedule of Future minimum lease payments under the operating leases

Period Ended September 30,	Amount
2023	$	4,350
2024		8,700
2025		725
Total minimum lease payments		13,775
Less: amount of lease payments representing interest		(469	)
Present value of future minimum lease payments		13,306
Less: current liability under lease		(8,977	)
Long-term lease liability	$	4,329

Schedule of operating lease facility described

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Working capital deficit	$ (927,552)
Unamortized loan fees	$ 5,792	$ 142,190
Valuation allowance against net deferred tax assets	100.00%
Allowance for doubtful accounts	$ 0		$ 0
Preferred Stocck
Property and equipment estimated useful lives	3 years
Maximum [Member]
Property and equipment estimated useful lives	5 years

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CONCENTRATION OF CREDIT RISK (Details Narrative)	Sep. 30, 2023 USD ($)
CONCENTRATION OF CREDIT RISK
Federally-insured limit	$ 250,000

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PREFERRED STOCK (Details Narrative) - Series A Preferred Stock [Member]	12 Months Ended
	Dec. 31, 2022 shares
Preferred stock share issued	42,000
Number of common stock share converted	123,472,996

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COMMON STOCK (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Boot Capital Note #1 [Member]
Common stock, shares	287,847,221
Principal balance	$ 33,725
GS Capital Partners, LLC [Member]
Common stock, shares	338,444,759
Principal balance	$ 33,440
Talos Victory Fund, LLC [Member]
Common stock, shares	106,500,000
Shares issued value	$ 106,500
Mast Hill Note #3 [Member]
Common stock, shares	214,800,000
Principal balance	$ 35,140
1800 Diagonal Lending LLC [Member]
Common stock, shares	296,142,858
Principal balance	$ 20,730
Mast Hill Fund LP [Member]
Common stock, shares	41,900,000
Principal balance	$ 41,900
Mast Hill Note #2 [Member]
Common stock, shares	111,800,000
Principal balance	$ 26,071
April 2022 [Member]
Common stock, shares	500,000
Number of shares issued			2,000,000
Aggregate value	$ 20,000	$ 25,000
Shares issued value	$ 5,000
January 2022 [Member]
Common stock, shares	1,500,000	2,300,000
Aggregate value	$ 7,500	$ 34,500
January 2022 [Member] | Consulting Agreements [Member]
Aggregate value	$ 22,500	$ 22,500
April 2022 [Member] | Consulting Agreements [Member]
Common stock shares issued during period	500,000	500,000
Number of shares issued	1,000,000
April 2022 [Member] | Consulting Agreements [Member] | William J. LoBell [Member]
Number of shares issued	1,000,000

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WARRANTS (Details)	9 Months Ended
	Sep. 30, 2023 shares
WARRANTS
Outstanding as of December 31, 2022	421,282,935
Outstanding as of September 30, 2023	421,282,935

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WARRANTS (Details Narrative)	Sep. 30, 2023 shares
WARRANTS
Common stock shares reserved	421,282,935

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NEW MITEXSTREAM AGREEMENT (Details)	1 Months Ended
	Feb. 28, 2021	Feb. 28, 2021
Royalty	The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.
Original MiteXstream Agreement [Member] | February 2021 [Member]
Minimum	$20,000 of product per year	$20,000 of product per year
Term	Initial terms of 10 years, with one 10-year renewal term	Initial terms of 10 years, with one 10-year renewal term
Territory	United States and Canada	United States and Canada
Royalty	Effective royalty of an estimated $50 per gallon	Effective royalty of an estimated $50 per gallon
Sublicensing	No right to sublicense	No right to sublicense
Trade marks		For no extra consideration, rights granted to use “MiteXstream”
In February 2021 [Member] | New MiteXstream Agreement [Member]
Minimum	2,500 gallons of concentrate manufactured per year	2,500 gallons of concentrate manufactured per year
Term	December 31, 2080	December 31, 2080
Territory	Worldwide Exclusive	Worldwide Exclusive
Royalty	$10.00 per gallon manufactured	$10.00 per gallon manufactured
Sublicensing	Right to sublicense granted	Right to sublicense granted
Trade marks		For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”

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INTANGIBLE ASSET (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
INTANGIBLE ASSET
Amortization expense	$ 0	$ 84,444
Intangible asset	$ 190,000

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CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details Narrative) - USD ($)		1 Months Ended										3 Months Ended		9 Months Ended		12 Months Ended
	May 07, 2023	Jan. 31, 2023	Dec. 31, 2022	Nov. 30, 2022	Sep. 30, 2022	Aug. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Apr. 30, 2020	May 31, 2002	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Repayments of Long-Term Debt														$ 146,381	$ 321,100
Legal and professional services												$ 2,100	$ 5,397	$ 16,550	12,597
GS Capital Partners, LLC [Member]
Proceeds from loan originations							$ 63,650
Converted common stock, shares														338,444,759
Promissory note with OID							6,500
Monthly payment							7,840
Principal balance												33,400		$ 33,400
Convertible promissory note							70,000
Commissions fees							4,900
Legal and professional services							$ 3,000
Conversion price, percentage							70.00%
Remaining amount debt			$ 42,000									0		$ 0		$ 42,000
Talos Victory Fund, LLC [Member]
Proceeds from loan originations											$ 107,780
Converted common stock, shares														106,500,000
Converted common stock, Amount														$ 106,500
Promissory note with OID											13,500
Convertible promissory note											135,000
Commissions fees											9,720
Legal and professional services											$ 4,000
Conversion price, percentage											4.99%
Conversion price											$ 0.005
Remaining amount debt			106,500									0		$ 0		106,500
Mast Hill Note #3 [Member]
Converted common stock, shares														214,800,000
1800 Diagonal Lending LLC [Member]
Proceeds from loan originations		$ 125,330		$ 100,000				$ 200,000						$ 57,828
Converted common stock, shares														296,142,858
Interest rate				10.00%
Promissory note with OID		15,489						24,450
Equity blocker	4.99%
Interest		17,348						25,102
Monthly payment		16,191						25,330
Convertible promissory note		144,569		$ 103,750				$ 228,200
Legal and professional services		3,000
Conversion price, percentage				65.00%
Deligence fee		$ 750
Remaining amount debt												1,800		$ 1,800
1800 Diagonal Lending LLC [Member] | Minimum [Member]
Convertible promissory note premium				120.00%
1800 Diagonal Lending LLC [Member] | Maximum [Member]
Convertible promissory note premium				125.00%
Tri Bridge Ventures LLC [Member]
Proceeds from loan originations										$ 25,000
Convertible notes, payable										$ 25,000
Accrued interest														0		4,370
Interest rate										10.00%
Price per share										$ 0.001
Tiger Trout Capital Puerto Rico, LLC [Member]
Proceeds from loan originations									$ 250,000
Convertible notes, payable									500,000
Promissory note with OID									$ 250,000
Repayment														200,000
1800 Diagonal Lending LLC One [Member]
Remaining amount debt			103,750									128,980		128,980		103,750
Fees														$ 20,730
Mast Hill Note 2 [Member]
Converted common stock, shares														111,800,000
Mast Hill Fund LP [Member]
Proceeds from loan originations			179,650		$ 130,500						$ 200,000
Converted common stock, shares														41,900,000
Interest												35,140		$ 35,140
Promissory note with OID			22,300		14,500						25,000		14,500		14,500	22,300
Principal financing fees																100,000
Repayments of Long-Term Debt																100,000
Principal balance												41,900		41,900
Convertible promissory note			223,000		145,000						250,000		$ 145,000		$ 145,000	223,000
Commissions fees			16,050		10,440						18,000
Legal and professional services			$ 5,000		$ 3,000						$ 7,000
Conversion price, percentage			4.99%		4.99%						4.99%
Conversion price			$ 0.0014		$ 0.0025						$ 0.005
Remaining amount														223,000,000
Remaining amount debt			$ 240,500									203,850		203,850		$ 240,500
Number of warrants issued			11,468,572													11,468,572
Mast Hill Note #2 [Member]
Principal balance												26,071		26,071
Remaining amount debt			$ 145,000									136,983		$ 136,983		$ 145,000
Boot Capital LLC [Member]
Proceeds from loan originations						$ 56,000
Converted common stock, shares														287,847,221
Promissory note with OID						5,600
Principal balance												33,725		$ 33,725
Convertible promissory note						61,600
Commissions fees						3,360
Legal and professional services						$ 2,500
Conversion price, percentage						4.99%
Remaining amount debt			61,600									27,875		27,875		61,600
Mast Hill Fund LP One [Member]
Remaining amount debt			$ 223,000									$ 214,619		$ 214,619		$ 223,000

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STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stockholder receivable, shares	42,885	42,885
Stockholder receivable, value	$ 1,000	$ 1,000

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AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Nov. 30, 2022	Apr. 30, 2022	Feb. 28, 2021
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		5,000,000,000			750,000,000
Seies A Preferred Stock	42,000
Preferred Stock Par Value	$ 0.001
Increased authorized shares of preferred stock					50,000,000
Conversion and Adjustments
Seies A Preferred Stock	1,000
Shares percent as per issued and outstanding	1.00%

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RELATED PARTY TRANSACTIONS (Details)	1 Months Ended
	Feb. 28, 2021	Feb. 28, 2021
Exclusivity	Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.
Royalty	The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022.
Original MiteXstream Agreement [Member] | February 2021 [Member]
Royalty	Effective royalty of an estimated $50 per gallon	Effective royalty of an estimated $50 per gallon
Term	Initial terms of 10 years, with one 10-year renewal term	Initial terms of 10 years, with one 10-year renewal term
Territory	United States and Canada	United States and Canada
Minimum	$20,000 of product per year	$20,000 of product per year
Sublicensing	No right to sublicense	No right to sublicense
Trade marks	For no extra consideration, rights granted to use “MiteXstream”
In February 2021 [Member] | New MiteXstream Agreement [Member]
Royalty	$10.00 per gallon manufactured	$10.00 per gallon manufactured
Term	December 31, 2080	December 31, 2080
Territory	Worldwide Exclusive	Worldwide Exclusive
Minimum	2,500 gallons of concentrate manufactured per year	2,500 gallons of concentrate manufactured per year
Sublicensing	Right to sublicense granted	Right to sublicense granted
Trade marks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
Advances from related parties	$ 101,145	$ 70,501

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LOANS PAYABLE RELATED PARTIES (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
Accrued interest	$ 773
Eric Newlan
Advances from related party	101,145
Company Owned Amount	68,800
Amount Owned From Related Party	83,414
Fabian G Deneault [Member]
Company Owned Amount	4,400
Astonia LLC [Member]
Accrued interest	556
Company Owned Amount	4,470
Related party debt, principal amount	$ 5,242

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LEASE (Details)	Sep. 30, 2023 USD ($)
LEASE
2023	$ 4,350
2024	8,700
2025	725
Total minimum lease payments	13,775
Less: amount of lease payments representing interest	(469)
Present value of future minimum lease payments	13,306
Less: current liability under lease	(8,977)
Long-term lease liability	$ 4,329

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LEASE (Details 1)	9 Months Ended
	Sep. 30, 2023 USD ($)
LEASE
Operating lease yearly rent	$ 8,700
Operating lease expiration date	Jan. 31, 2025

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LEASE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jan. 09, 2023	Dec. 31, 2022
LEASE
Monthly Rent	$ 1,450
Discount rate	4.19%
Operating lease costs	$ 1,868
Lease liability	15,327
Right of use asset balance amount	15,327
Right of use asset	$ 2,875	$ 17,195	$ 0
Operating leases description	beginning January 9, 2023, and ending on January 31, 2025

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event	1 Months Ended
	Oct. 30, 2023 USD ($) shares
Board Of Directors [Member]
Advances from related party	$ 1,450
Mast Hill Fund [Member]
Principal amount	$ 25,368
Debt payment via Conversion of shares | shares	422,777,000
Boot Capital LLC [Member]
Principal amount	$ 4,575
Debt payment via Conversion of shares | shares	76,250,000