Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 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 11, 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 984,047,406 as of August 21, 2023.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

		Page
Consolidated Balance Sheets as of June 30, 2023 (unaudited), and December 31, 2022 (audited)		3
Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2023 and 2022		4
Consolidated Statement of Changes in Stockholders’ Deficit (unaudited) for the Six Months Ended June 30, 2023 and 2022		5
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2023 and 2022		6
Notes to Unaudited Consolidated Financial Statements		7

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BLACK BIRD BIOTECH, INC.

Consolidated Balance Sheets

	6/30/23 (unaudited)		12/31/22 (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,720	$	44,448
Inventory		77,244		88,381
Accounts receivable		3,189		2,259
Right of use asset - operating leases		8,977		-
Total current assets		96,130		135,088
OTHER ASSETS
Fixtures and equipment		4,890		7,127
Deferred offering cost		-		76,293
Right of use asset - operating lease		4,329		-
Other asset		1,000		-
Total other assets		10,219		83,420
TOTAL ASSETS	$	106,349	$	218,508

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Other current liabilities
Accounts payable and accrued liabilities	$	64,050	$	103,849
Accrued interest payable		22,245		15,977
Due to related party		161,856		79,077
Third-party notes payable, net of loan fees of $17,266 (unaudited) and debt discount of $67,371 (unaudited) at June 30, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively		716,181		669,775
Lease liability – operating		8,977		-
Total current liabilities		973,309		868,678
Long-term liabilities
Lease liability – operating		4,329		-
Total long-term liabilities		4,329		-
TOTAL LIABILITIES	$	977,638	$	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 June 30, 2023, and December 31, 2022, respectively	$	42		$	42
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 806,489,235 and 310,695,330 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively		803,489			310,695
Stockholder receivable		(1,000	)		(1,000	)
Additional paid-in capital		3,070,018			3,320,042
Retained earnings (accumulated deficit)		(4,743,838	)		(4,279,949	)
Total stockholders’ equity		(871,289	)		(650,170	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	106,349		$	218,508

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

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BLACK BIRD BIOTECH, INC.

Consolidated Statements of Operations

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Sales	$	12,922		$	30,943		$	20,307		$	44,745
Cost of goods sold		5,931			18,655			9,930			26,625
Gross profit (loss)		6,991			12,288			10,377			18,120
Expense
Consulting services		5,000			182,930			5,000			246,030
Website expense		308			1,737			483			3,457
Legal and professional services		7,100			2,100			14,450			7,200
Product distribution and development costs		-			-			-			-
Beneficial conversion expense		-			-			-			-
Advertising and marketing		150			100,042			150			202,287
License fee		-			-			4,325			16,998
Rent		1,475			1,200			4,057			3,000
Amortization		-			31,667			-			63,333
Depreciation expense		1,119			1,118			2,237			2,237
General and administrative		86,335			172,048			156,945			457,152
Total expenses		101,487			492,842			187,647			1,001,694
Net operating loss		(94,496	)		(480,554	)		(177,270	)		(983,574	)
Other expense
Interest expense		(102,584	)		(42,040	)		(286,845	)		(209,378	)
Interest income		125			-			226			-
Total other income (expense)		(102,459	)		(142,040	)		(286,619	)		(209,378	)
Profit (loss) before taxes		(102,459	)		(522,594	)		(463,889	)		(1,192,952	)
Income tax expense		-			-			-			-
Net profit (loss)		(196,955	)	$	(522,594	)	$	(463,889	)	$	(1,192,952	)
Net profit (loss) per common share
Basic	$	(-)		$	(-)		$	(-)		$	(-)
Diluted	$	(-)		$	(-)		$	(-)		$	(-)
Weighted average number of common shares outstanding:
Basic		635,295,779			309,698,557			538,801,412			305,475,021
Diluted		1,096,578,714			328,429,729			1,318,761,363			327,323,646

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

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BLACK BIRD BIOTECH, INC.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Six Months Ended June 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		34,400		---			(27,715	)		---			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		---		---		---		---		---			---		$	(196,634	)		(196,634	)
Balance, June 30, 2023		42,000	$	42		806,489,235	$	803,489	$	(1,000	)		3,070,018		$	(4,743,838	)	$	(871,289	)

	Common Stock				Stockholder			Additional Paid-in		Retained Earnings (Accumulated
	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		-		-		-			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	)

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

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BLACK BIRD BIOTECH, INC.

Consolidated Statements of Cash Flows

(unaudited)

	For the Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(463,889	)	$	(1,192,952	)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services		5,000			34,500
Amortization of financing fees		-			5,903
Depreciation and amortization		235,054			65,570
Non-cash deferred offering cost		76,293			-
Non-cash debt conversion fees		5,571			-
Account receivable		(930	)		(3,950	)
Debt amortization		-			189,456
Prepaid consulting fees		-			101,189
Accrued interest		38,651			8,998
Inventory		11,137			(17,101	)
Accrued expenses		(19,800	)		14,652
Rent security deposit		(1,000	)		-
Net cash used for operating activities		(113,913	)		(793,735	)
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		(131,924	)		(245,639	)
Proceeds loans payable - third parties		125,330			567,130
Proceeds from issuance of common stock		-			-
Net advances from related party		82,779			25,000
Net cash provided by financing		76,185			346,491
Net increase in cash and cash equivalents		(37,728	)		(447,244	)
Cash and cash equivalents at beginning of period		44,448			499,766
Cash and cash equivalents at end of period	$	6,720		$	52,522

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay third-party debt	$	179,817	$	15,146
Common stock issued for services for reduction in accounts payable	$	20,000	$	-
Common stock issued to for accrued interest	$	32,282	$	15,146

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	-	$	-
Interest paid	$	15,377	$	5,020

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

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BLACK BIRD BIOTECH, INC.

Notes to Unaudited Consolidated Financial Statements

June 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 June 30, 2023, and for the six months ended June 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 six months ended June 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 $877,179 (unaudited) as of June 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.

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Cash and Cash Equivalents and Restricted Cash

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of June 30, 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 June 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 June 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 June 30, 2023, there were $17,266 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.

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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

Six Months Ended June 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 six months ended June 30, 2023, the Company issued 500,000 shares under this agreement, which shares were valued at $5,000.

Six Months Ended June 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 six months ended June 30, 2022, the Company issued a total of 1,500,000 shares of its common stock pursuant to this agreement, which shares were valued at $22,500, in the aggregate.

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Common Stock Issued for Debt Conversions

Talos Victory Fund, LLC. During the six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
Total Converted: $106,500				Total Shares: 106,500,000

Mast Hill Fund, L.P. During the six months ended June 30, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
	Total Converted: $36,650				Total Shares: 41,900,000

Boot Capital, LLC. During the six months ended June 30, 2023, $19,950 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
	2,250		0.00006		37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

GS Capital Partners, LLC. During the six months ended June 30, 2023, $8,700 in principal, $960 in interest and $319 in fees on the GS Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

Mast Hill Fund, L.P. During the six months ended June 30, 2023, $8,017 in principal and $2,994 in interest on the Mast Hill Note #2 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

Mast Hill Fund, L.P. During the six months ended June 30, 2023, $13,370 in interest on the Mast Hill Note #3 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

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NOTE 7. WARRANTS

At June 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 June 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.

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 $31,667 for the periods ended June 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 June 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 six months ended June 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.

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The 1800 Diagonal Note #1 was paid in full during the six months ended June 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 six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
	Total Converted: $106,500				Total Shares: 106,500,000

At June 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 six months ended June 30, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	41,900	$	0.001		41,900,000
Total Converted: $41,900				Total Shares: 41,900,000

At June 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $41,650 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 six months ended June 30, 2023, $8,700 in principal, $960 in interest and $319 in fees on the GS Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

As of June 30, 2023, the Company was delinquent in its repayment obligations under the GS Capital Note #1. The GS Capital Note #1 had a remaining balance of $19,300 and $42,000 at June 30, 2023, and December 31, 2022, respectively.

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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 six months ended June 30, 2023, $19,950 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725 2,250		0.00024 0.00006		23,854,167 37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

At June 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $41,650 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 six months ended June 30, 2023, $8,017 in principal and $2,994 in interest on the Mast Hill Note #2 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

At June 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.

At June 30, 2023, and December 31, 2022, the 1800 Diagonal Note #2 had a remaining balance of $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.

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During the six months ended June 30, 2023, $13,370 in interest on the Mast Hill Note #3 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

At June 30, 2023, and December 31, 2022, the Mast Hill Note #3 had a remaining balance of $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 June 30, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $72,285.

11. STOCKHOLDER RECEIVABLE

At June 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

Six Months Ended June 30, 2023

During the six months ended June 30, 2023, the Company obtained $82,779 in advances from related parties.

Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company obtained no $25,000 in advances from related parties.

New Mitexstream Agreement

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	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

Six Months Ended June 30, 2023

During the six months ended June 30, 2023, the Company obtained $82,779 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 June 30, 2023, the Company owed Mr. Newlan the amount of $83,414.

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

Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company did not obtain any loans from related parties. As of June 30, 2022, the Company owed Astonia LLC $5,242 in principal and $268 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 June 30, 2023. Operating lease costs associated with this lease were $1,868, for the period ended June 30, 2023.

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

Period Ended June 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

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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

GS Capital Partners, LLC. Subsequent to June 30, 2023, $3,200 in principal, $568 in interest and $160 in fees on the GS Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares

$	3,928		0.000065		60,247,076
	Total Converted: $3,928				Total Shares: 60,247,076

Boot Capital, LLC. Subsequent to June 30, 2023, $5,675 in principal on the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	2,250		0.00006		37,500,000
	3,425		0.00006		57,083,333
	Total Converted: $5,675				Total Shares: 94,583,333

Mast Hill Fund, L.P. Subsequent to June 30, 2023, $13,370 in interest on the Mast Hill Note #3 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685		0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

Loans From a Related Party

Subsequent to June 30, 2023, the Company has obtained a total of $21,000 in advances from Eric Newlan, Vice President and a Director of the Company, which funds were used to pay operating expenses of the Company. Such funds were obtained as a loan on open account, accrue no interest and are due on demand.

Other

Management has evaluated subsequent events through August 21, 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 six months ended June 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.

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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

Six Months Ended June 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 $20,307 (unaudited) in revenues from sales with a cost of goods sold of $9,930 (unaudited), resulting in a gross profit of $10,377 (unaudited). During Interim 2022, our business operations generated $44,745 (unaudited) in revenues from sales with a cost of goods sold of $26,625 (unaudited), resulting in a gross profit of $18,120 (unaudited).

During Interim 2023, we incurred operating expenses of $187,647 (unaudited), which were comprised of $5,000 (unaudited) in consulting services, $483 (unaudited) in website expenses, $14,450 (unaudited) in legal and professional services, $4,057 (unaudited) in rent, $150 (unaudited) in advertising expense, $4,325 (unaudited) in license fee and $156,945 (unaudited) in general and administrative expense and $2,237 (unaudited) in depreciation expense, resulting in a net operating loss of $177,270 (unaudited). In addition, we incurred total other expense of $286,619 (unaudited), which was comprised entirely of interest expense of $286,845 (unaudited) which was offset by $226 in interest income, resulting in a net loss for Interim 2023 of $463,889 (unaudited).

During Interim 2022, we incurred operating expenses of $1,001,694 (unaudited), which were comprised of $246,030 (unaudited) in consulting services, $3,457 (unaudited) in website expenses, $7,200 (unaudited) in legal and professional services, $3,000 (unaudited) in rent, $202,287 (unaudited) in advertising and marketing expense, $16,998 (unaudited) in license fee and $457,152 (unaudited) in general and administrative expense, resulting in a net operating loss of $983,574 (unaudited). In addition, we incurred interest expense of $209,378 (unaudited), amortization expense of $63,333 (unaudited) and depreciation expense of $2,237 (unaudited), resulting in a net loss for Interim 2022 of $1,192,952 (unaudited).

We expect that our revenues will increase from quarter to quarter beginning with the third quarter of 2023, as sales of MiteXstream are expected to increase from our recently-initiated marketing efforts. There is no assurance that such will be the case, and we expect to incur operating losses through at least March 31, 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 2023

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

June 30, 2023. At June 30, 2023, our company had $6,720 (unaudited) in cash and a working capital deficit of $877,179 (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 June 30, 2023, is attributable primarily to our inability to increase sales of our products, our repayment of debt and the payment of operating expenses.

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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 Six Months Ended June 30, 2023. During the six months ended June 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 June 30, 2023, we were current in its 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 six months ended June 30, 2023, the Company obtained $25,531 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 June 30, 2023, the Company owed Mr. Newlan the amount of $25,531.

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 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 June 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

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Capital Expenditures

We made no capital expenditures during the six months ended June 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 June 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 June 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 June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 June 30, 2023, we issued shares of common stock not reported previously, as follows:

We issued a total of 224,100,000 shares of common stock to holders of four separate convertible promissory notes for conversion of a total of $41,691 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.

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Item 6. Exhibits


Exhibit				Description

3.1*				Articles of Amendment to Articles of Incorporation filed June 21, 2023
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 June 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 June 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 June 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.

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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: August 21, 2023
	Fabian G. Deneault

nullnullnullnull

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 21, 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	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		984,047,406
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-52828
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	98-0521119
Entity Address Address Line 1	11961 Hilltop Road
Entity Address Address Line 2	Suite 11
Entity Address City Or Town	Argyle
Entity Address State Or Province	TX
Entity Address Postal Zip Code	76226
City Area Code	833
Local Phone Number	223-4204

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 6,720	$ 44,448
Inventory	77,244	88,381
Accounts receivable	3,189	2,259
Right of use asset - operating lease	8,977	0
Total current assets	96,130	135,088
OTHER ASSETS
Fixtures and equipment	4,890	7,127
Deferred offering cost	0	76,293
Right of use asset - operating lease1	4,329	0
Other asset	1,000	0
Total other assets	10,219	83,420
TOTAL ASSETS	106,349	218,508
Other current liabilities
Accounts payable and accrued liabilities	64,050	103,849
Accrued interest payable	22,245	15,977
Due to related party	161,856	79,077
Third-party notes payable, net of loan fees of $17,266 (unaudited) and debt discount of $67,371 (unaudited) at June 30, 2023, and net of loan fees of $142,190 and debt discount of $156,024 at December 31, 2022, respectively	716,181	669,775
Lease liability - operating	8,977	0
Total current liabilities	973,309	868,678
Long-term liabilities
Lease liability - operating 1	4,329	0
Total long-term liabilities	4,329	0
TOTAL LIABILITIES	977,638	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 June 30, 2023, and December 31, 2022, respectively	42	42
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 806,489,235 and 310,695,330 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively	803,489	310,695
Stockholder receivable	(1,000)	(1,000)
Additional paid-in capital	3,070,018	3,320,042
Retained earnings (accumulated deficit)	(4,743,838)	(4,279,949)
Total stockholders' equity	(871,289)	(650,170)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 106,349	$ 218,508

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Consolidated Balance Sheets
Third-party notes payable, net of debt discount	$ 67,371	$ 156,024
Third-party notes payable, net of loan fees	$ 17,266	$ 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	806,489,235	310,695,330
Common Stock, shares outstanding	806,489,235	310,695,330

Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Consolidated Statements of Operations (unaudited)
Sales	$ 12,922	$ 30,943	$ 20,307	$ 44,745
Cost of goods sold	5,931	18,655	9,930	26,625
Gross profit (loss)	6,991	12,288	10,377	18,120
Expense
Consulting services	5,000	182,930	5,000	246,030
Website expense	308	1,737	483	3,457
Legal and professional services	7,100	2,100	14,450	7,200
Product distribution and development costs	0	0	0	0
Beneficial conversion expense	0	0	0	0
Advertising and marketing	150	100,042	150	202,287
License fee	0	0	4,325	16,998
Rent	1,475	1,200	4,057	3,000
Amortization	0	31,667	0	63,333
Depreciation expense	1,119	1,118	2,237	2,237
General and administrative	86,335	172,048	156,945	457,152
Total expenses	101,487	492,842	187,647	1,001,694
Net operating loss	(94,496)	(480,554)	(177,270)	(983,574)
Other expense
Interest expense	(102,584)	(42,040)	(286,845)	(209,378)
Interest income	125	0	226	0
Total other income (expense)	(102,459)	(142,040)	(286,619)	(209,378)
Profit (loss) before taxes	(102,459)	(522,594)	(463,889)	(1,192,952)
Income tax expense	0	0	0	0
Net profit (loss)	$ (196,955)	$ (522,594)	$ (463,889)	$ (1,192,952)
Net profit (loss) per common share
Basic	$ 0	$ 0	$ 0	$ 0
Diluted	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding:
Basices	635,295,779	309,698,557	538,801,412	305,475,021
Diluteds	1,096,578,714	328,429,729	1,318,761,363	327,323,646

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, amount at Dec. 31, 2021	$ 670,210		$ 301,230,828	$ (1,000)	$ 2,991,163	$ (2,621,183)
Balance, shares at Dec. 31, 2021	0		0	0	0	0
Net loss	$ (670,358)	$ 0	$ 0	$ 0	$ 0	$ (670,358)
Balance, shares at Mar. 31, 2022	0	0	301,230,828	0	0	0
Balance, amount at Mar. 31, 2022	$ (148)	$ 0	$ 301,230	$ (1,000)	$ 2,991,163	$ (3,291,541)
Balance, amount at Dec. 31, 2021	$ 670,210		$ 301,230,828	$ (1,000)	$ 2,991,163	$ (2,621,183)
Balance, shares at Dec. 31, 2021	0		0	0	0	0
Net loss	$ (1,192,952)
Balance, shares at Jun. 30, 2022	0	0	318,677,016	0	0	0
Balance, amount at Jun. 30, 2022	$ (395,045)	$ 0	$ 318,676	$ (1,000)	$ 3,101,414	$ (3,814,135)
Balance, amount at Mar. 31, 2022	$ (148)	$ 0	$ 301,230	$ (1,000)	$ 2,991,163	$ (3,291,541)
Balance, shares at Mar. 31, 2022	0	0	301,230,828	0	0	0
Net loss	$ (522,594)	$ 0	$ 0	$ 0	$ 0	$ (522,594)
Warrants, amount	78,051		0	0	78,051	0
Stock issued for debt cancellation, amount	15,146		$ 15,146	0	0	0
Stock issued for debt cancellation, shares			15,146,188
Stock issued for services, amount	$ 34,500		$ 2,300	$ 0	$ 32,200	$ 0
Stock issued for services, shares			2,300,000
Balance, shares at Jun. 30, 2022	0	0	318,677,016	0	0	0
Balance, amount at Jun. 30, 2022	$ (395,045)	$ 0	$ 318,676	$ (1,000)	$ 3,101,414	$ (3,814,135)
Balance, amount at Dec. 31, 2022	(650,170)	$ 42	$ 310,693	(1,000)	3,320,043	(4,279,949)
Balance, shares at Dec. 31, 2022		42,000	310,695,330
Common stock issued for debt cancellation A, shares			68,541,667
Common stock issued for debt cancellation A, amount	17,700	$ 0	$ 68,542	0	(50,842)	0
Common stock issued for debt cancellation B, shares			41,900,000
Common stock issued for debt cancellation B, amount	41,900	0	$ 41,900	0	0	0
Common stock issued for debt cancellation C, shares			106,500,000
Common stock issued for debt cancellation C, amount	106,500	0	$ 106,500	0	0	0
Common stock issued for services, shares			2,500,000
Common stock issued for services, amount	25,000	0	$ 2,500	0	22,500	0
Net loss	(266,934)	$ 0	$ 0	0	0	(266,934)
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)
Balance, amount at Dec. 31, 2022	(650,170)	$ 42	$ 310,693	(1,000)	3,320,043	(4,279,949)
Balance, shares at Dec. 31, 2022		42,000	310,695,330
Net loss	(463,889)
Balance, shares at Jun. 30, 2023		42,000	806,489,235
Balance, amount at Jun. 30, 2023	(871,289)	$ 42	$ 803,489	(1,000)	3,070,018	(4,743,838)
Balance, amount at Mar. 31, 2023	(726,004)	$ 42	$ 530,136	(1,000)	3,291,701	(4,546,883)
Balance, shares at Mar. 31, 2023		42,000	530,136,997
Net loss	(196,955)
Net loss	(196,634)	$ 0	$ 0	0	0	(196,634)
Common stock issued for debt cancellation D, shares			23,900,000
Common stock issued for debt cancellation D, amount	7,170	0	$ 23,900	0	(16,730)	0
Common stock issued for debt cancellation E, shares			26,300,000
Common stock issued for debt cancellation E, amount	7,890	0	$ 26,300	0	(18,410)	0
Common stock issued for debt cancellation F, shares			28,800,000
Common stock issued for debt cancellation F, amount	5,148	0	$ 28,800	0	(23,652)	0
Common stock issued for debt cancellation G, shares			32,800,000
Common stock issued for debt cancellation G, amount	5,863	0	$ 32,800	0	(26,937)	0
Common stock issued for debt cancellation H, shares			37,400,000
Common stock issued for debt cancellation H, amount	6,685	0	$ 37,400	0	(30,715)	0
Common stock issued for debt cancellation I, shares			37,400,000
Common stock issued for debt cancellation I, amount	6,685	0	$ 34,400	0	(27,715)	0
Common stock issued for debt cancellation J, shares			37,500,000
Common stock issued for debt cancellation J, amount	2,250	0	$ 37,500	0	(35,250)	0
Common stock issued for debt cancellation K, shares			26,057,678
Common stock issued for debt cancellation K, amount	4,658	0	$ 26,058	0	(21,400)	0
Common stock issued for debt cancellation L, shares			26,194,560
Common stock issued for debt cancellation L, amount	5,321	$ 0	$ 26,195	0	(20,874)	0
Balance, shares at Jun. 30, 2023		42,000	806,489,235
Balance, amount at Jun. 30, 2023	$ (871,289)	$ 42	$ 803,489	$ (1,000)	$ 3,070,018	$ (4,743,838)

Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit (loss)	$ (463,889)	$ (1,192,952)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services	5,000	34,500
Amortization of financing fees	0	5,903
Depreciation and amortization	235,054	65,570
Non-cash deferred offering cost	76,293	0
Non-cash debt conversion fees	5,571	0
Account receivable	(930)	(3,950)
Debt amortization	0	189,456
Prepaid consulting fees	0	101,189
Accrued interest	38,651	8,998
Inventory	11,137	(17,101)
Accrued expenses	(19,800)	14,652
Rent security deposit	(1,000)	0
Net cash used for operating activities	(113,913)	(793,735)
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	(131,924)	(245,639)
Proceeds loans payable - third parties	125,330	567,130
Proceeds from issuance of common stock	0	0
Net advances from related party	82,779	25,000
Net cash provided by financing activities	76,185	346,491
Net increase (decrease) in cash and cash equivalents	(37,728)	(447,244)
Cash and cash equivalents at beginning of period	44,448	499,766
Cash and cash equivalents at end of period	$ 6,720	$ 52,522
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to repay third-party debt	179,817	15,146
Common stock issued for services for reduction in accounts payable	$ 20,000	$ 0
Common stock issued to for accrued interest	32,282	15,146
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	0	0
Interest paid	$ 15,377	$ 5,020

BASIS OF PRESENTATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 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

Nature of Operations

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

6 Months Ended

Jun. 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

Use of Estimates

Cash and Cash Equivalents and Restricted Cash

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of June 30, 2023, and December 31, 2022.

Income Taxes

Basic and Diluted Net Loss Per Share

Related Parties

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

Accounts Receivable and Revenue Recognition

Deferred Financing Costs

Convertible Notes

Leases

Recent Accounting Pronouncements

CORONAVIRUS PANDEMIC

6 Months Ended

Jun. 30, 2023

CORONAVIRUS PANDEMIC

CORONAVIRUS PANDEMIC

3. CORONAVIRUS PANDEMIC

CONCENTRATION OF CREDIT RISK

6 Months Ended

Jun. 30, 2023

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK

4. CONCENTRATION OF CREDIT RISK

PREFERRED STOCK

6 Months Ended

Jun. 30, 2023

PREFERRED STOCK

PREFERRED STOCK

5. PREFERRED STOCK

COMMON STOCK

6 Months Ended

Jun. 30, 2023

COMMON STOCK

COMMON STOCK

6. COMMON STOCK

Common Stock Issued for Services

Six Months Ended June 30, 2023

Six Months Ended June 30, 2022

Common Stock Issued for Debt Conversions

Talos Victory Fund, LLC. During the six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
Total Converted: $106,500				Total Shares: 106,500,000

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
	Total Converted: $36,650				Total Shares: 41,900,000

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
	2,250		0.00006		37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

Mast Hill Fund, L.P. During the six months ended June 30, 2023, $13,370 in interest on the Mast Hill Note #3 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

WARRANTS

6 Months Ended

Jun. 30, 2023

WARRANTS

WARRANTS

NOTE 7. WARRANTS

At June 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 June 30, 2023			421,282,935

NEW MITEXSTREAM AGREEMENT

6 Months Ended

Jun. 30, 2023

NEW MITEXSTREAM AGREEMENT

NEW MITEXSTREAM AGREEMENT

NOTE 8. 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.

The disinterested Directors of the Company approved the New MiteXstream Agreement.

INTANGIBLE ASSET

6 Months Ended

Jun. 30, 2023

INTANGIBLE ASSET

INTANGIBLE ASSET

9. INTANGIBLE ASSET

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

6 Months Ended

Jun. 30, 2023

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

10. CONVERTIBLE PROMISSORY NOTES – THIRD PARTIES

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

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

During the six months ended June 30, 2023, the Talos Note #1 was repaid in full through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
	Total Converted: $106,500				Total Shares: 106,500,000

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

During the six months ended June 30, 2023, $36,650 in principal and $5,250 in fees on the Mast Hill Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	41,900	$	0.001		41,900,000
Total Converted: $41,900				Total Shares: 41,900,000

At June 30, 2023, and December 31, 2022, the Mast Hill Note #1 had a remaining balance of $41,650 and $240,500, respectively.

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

During the six months ended June 30, 2023, $19,950 in principal on the Boot Capital Note #1 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725 2,250		0.00024 0.00006		23,854,167 37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

At June 30, 2023, and December 31, 2022, the Boot Capital Note #1 had a remaining balance of $41,650 and $61,600, respectively.

During the six months ended June 30, 2023, $8,017 in principal and $2,994 in interest on the Mast Hill Note #2 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

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

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

During the six months ended June 30, 2023, $13,370 in interest on the Mast Hill Note #3 was repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

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

At June 30, 2023, the Company was current in its payment obligations under the 1800 Diagonal Note #3 and the 1800 Diagonal Note #3 had a remaining balance of $72,285.

STOCKHOLDER RECEIVABLE

6 Months Ended

Jun. 30, 2023

STOCKHOLDER RECEIVABLE

STOCKHOLDER RECEIVABLE

11. STOCKHOLDER RECEIVABLE

AMENDMENTS OF ARTICLES OF INCORPORATION

6 Months Ended

Jun. 30, 2023

AMENDMENTS OF ARTICLES OF INCORPORATION

AMENDMENT OF ARTICLES OF INCORPORATION

12. AMENDMENTS OF ARTICLES OF INCORPORATION

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

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.

Conversion and Adjustments.

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

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS

Advances from Related Parties

Six Months Ended June 30, 2023

During the six months ended June 30, 2023, the Company obtained $82,779 in advances from related parties.

Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company obtained no $25,000 in advances from related parties.

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.

The disinterested Directors of the Company approved the New MiteXstream Agreement

LOANS PAYABLE - RELATED PARTIES

6 Months Ended

Jun. 30, 2023

LOANS PAYABLE - RELATED PARTIES

LOANS PAYABLE - RELATED PARTIES

14. LOANS PAYABLE – RELATED PARTIES

Six Months Ended June 30, 2023

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

Six Months Ended June 30, 2022

LEASE

6 Months Ended

Jun. 30, 2023

LEASE

LEASE

15. LEASE

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

Period Ended June 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

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

Common Stock Issued for Debt Conversions

Amount Converted		Conversion Price Per Share		Number Shares

$	3,928		0.000065		60,247,076
	Total Converted: $3,928				Total Shares: 60,247,076

Boot Capital, LLC. Subsequent to June 30, 2023, $5,675 in principal on the Boot Capital Note #1 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	2,250		0.00006		37,500,000
	3,425		0.00006		57,083,333
	Total Converted: $5,675				Total Shares: 94,583,333

Mast Hill Fund, L.P. Subsequent to June 30, 2023, $13,370 in interest on the Mast Hill Note #3 has been repaid through conversion into shares of the Company’s common stock, as follows:

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685		0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

Loans From a Related Party

Other

Management has evaluated subsequent events through August 21, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies)	6 Months Ended
	Jun. 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 $877,179 (unaudited) as of June 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 June 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 June 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 June 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 June 30, 2023, there were $17,266 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.

COMMON STOCK (Tables)

6 Months Ended

Jun. 30, 2023

COMMON STOCK

Schedule of Common Stock Issued for Debt Conversion

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
Total Converted: $106,500				Total Shares: 106,500,000

Amount Converted		Conversion Price Per Share		Number Shares
$	36,650	$	0.001		41,900,000
	Total Converted: $36,650				Total Shares: 41,900,000

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725		0.00024		23,854,167
	2,250		0.00006		37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

WARRANTS (Tables)

6 Months Ended

Jun. 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 June 30, 2023			421,282,935

NEW MITEXSTREAM AGREEMENT (Tables)

6 Months Ended

Jun. 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”

(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.

CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Tables)

6 Months Ended

Jun. 30, 2023

CONVERTIBLE PROMISSORY NOTES - THIRD PARTIES

Schedule of convertible promissory notes - third parties

Amount Converted		Conversion Price Per Share		Number Shares
$	106,500	$	0.001		106,500,000
	Total Converted: $106,500				Total Shares: 106,500,000

Amount Converted		Conversion Price Per Share		Number Shares
$	41,900	$	0.001		41,900,000
Total Converted: $41,900				Total Shares: 41,900,000

Amount Converted		Conversion Price Per Share		Number Shares
$	5,321	$	0.000203125		26,194,560
	4,658		0.00017875		26,057,678
	Total Converted: $9,979				Total Shares: 52,252,238

Amount Converted		Conversion Price Per Share		Number Shares
$	6,250	$	0.0003		20,833,333
	5,725		0.00024		23,854,167
	5,725 2,250		0.00024 0.00006		23,854,167 37,500,000
	Total Converted: $19,950				Total Shares: 106,041,667

Amount Converted		Conversion Price Per Share		Number Shares
$	5,148	$	0.00017875		28,800,000
	5,863		0.00017875		32,800,000
	Total Converted: $11,011				Total Shares: 61,600,000

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685	$	0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 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.

LEASE (Tables)

6 Months Ended

Jun. 30, 2023

LEASE

Schedule of Future minimum lease payments under the operating leases

Period Ended June 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

SUBSEQUENT EVENTS (Tables)

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

Schedule of Common Stock Issued for Debt Conversions

Amount Converted		Conversion Price Per Share		Number Shares

$	3,928		0.000065		60,247,076
	Total Converted: $3,928				Total Shares: 60,247,076

Amount Converted		Conversion Price Per Share		Number Shares
$	2,250		0.00006		37,500,000
	3,425		0.00006		57,083,333
	Total Converted: $5,675				Total Shares: 94,583,333

Amount Converted		Conversion Price Per Share		Number Shares
$	6,685		0.00017875		37,400,000
	6,685		0.00017875		37,400,000
	Total Converted: $13,370				Total Shares: 74,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Working capital deficit	$ (877,179)
Unamortized loan fees	$ 17,266
Valuation allowance against net deferred tax assets	100.00%
Allowance for doubtful accounts	$ 0	$ 0
Minimum [Member]
Property and equipment estimated useful lives	3 years
Maximum [Member]
Property and equipment estimated useful lives	5 years

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

PREFERRED STOCK (Details Narrative) - shares	6 Months Ended	12 Months Ended
PREFERRED STOCK (Details Narrative) - shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock share issued	60,247,076
Series A Preferred Stock [Member]
Preferred stock share issued		42,000
Number of common stock share converted		123,472,996

COMMON STOCK (Details) - Tolas Note 1 [Member]	6 Months Ended
COMMON STOCK (Details) - Tolas Note 1 [Member]	Jun. 30, 2023 USD ($) $ / shares shares
Conversion Price Per Share \| $ / shares	$ 0.001
Number Share issued upon converion \| shares	106,500,000
Amount Converted \| $	$ 106,500

COMMON STOCK (Details 1) - Mast Hill Note 1 [Member]	6 Months Ended
COMMON STOCK (Details 1) - Mast Hill Note 1 [Member]	Jun. 30, 2023 USD ($) $ / shares shares
Conversion Price Per Share \| $ / shares	$ 0.001
Number Share issued upon converion \| shares	41,900,000
Amount Converted \| $	$ 36,650

COMMAN STOCK (Details 2) - Boot Capital Note #1 [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
First Conversion [Member]
Number Share issued upon converion \| shares	20,833,333
Amount Converted \| $	$ 6,250
Converion Price Per Share \| $ / shares	$ 0.0003
Second Conversion [Member]
Number Share issued upon converion \| shares	23,854,167
Amount Converted \| $	$ 5,725
Converion Price Per Share \| $ / shares	$ 0.00024
Third Conversion [Member]
Number Share issued upon converion \| shares	23,854,167
Amount Converted \| $	$ 5,725
Converion Price Per Share \| $ / shares	$ 0.00024
Total Conversion [Member]
Number Share issued upon converion \| shares	106,041,667
Amount Converted \| $	$ 19,950
Fourth Conversion [Member]
Number Share issued upon converion \| shares	37,500,000
Amount Converted \| $	$ 2,250
Converion Price Per Share \| $ / shares	$ 0.00006

COMMAN STOCK (Details 3) - GS Capital Partners, LLC [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Amount Converted	$ 3,928
First Conversion [Member]
Number Share issued upon converion \| shares	26,194,560
Amount Converted	$ 5,321
Converion Price Per Share \| $ / shares	$ 0.000203125
Second Conversion [Member]
Number Share issued upon converion \| shares	26,057,678
Amount Converted	$ 4,658
Converion Price Per Share \| $ / shares	$ 0.00017875
Total Conversion [Member]
Number Share issued upon converion \| shares	52,252,238
Amount Converted	$ 9,979

COMMAN STOCK (Details 4)	6 Months Ended
COMMAN STOCK (Details 4)	Jun. 30, 2023 USD ($) $ / shares shares
Mast Hill Fund LP [Member]
Amount Converted	$ 6,685
Total Conversion [Member] \| Mast Hill Fund LP [Member]
Number Share issued upon converion \| shares	61,600,000
Amount Converted	$ 11,011
First Conversion [Member] \| Mast Hill Note #2 [Member]
Number Share issued upon converion \| shares	28,800,000
Amount Converted	$ 5,148
Converion Price Per Share \| $ / shares	$ 0.00017875
Second Conversion [Member] \| Mast Hill Note #2 [Member]
Number Share issued upon converion \| shares	32,800,000
Amount Converted	$ 5,863
Converion Price Per Share \| $ / shares	$ 0.00017875

COMMAN STOCK (Details 5) - Mast Hill Note #3 [Member]	6 Months Ended
COMMAN STOCK (Details 5) - Mast Hill Note #3 [Member]	Jun. 30, 2023 USD ($) $ / shares shares
First Conversion [Member]
Number Share issued upon converion \| shares	37,400,000
Amount Converted \| $	$ 6,685
Converion Price Per Share \| $ / shares	$ 0.00017875
Second Conversion [Member]
Number Share issued upon converion \| shares	37,400,000
Amount Converted \| $	$ 6,685
Converion Price Per Share \| $ / shares	$ 0.00017875
Total Conversion [Member]
Number Share issued upon converion \| shares	74,800,000
Amount Converted \| $	$ 13,370

COMMON STOCK (Details Narrative) - USD ($)	6 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Common stock, shares	179,817	15,146
Boot Capital Note #1 [Member]
Principal balance	$ 19,950
GS Capital Partners, LLC [Member]
Principal balance	8,700
Conversion fee	319
Interest	960
Mast Hill Note #3 [Member]
Interest	13,370
Mast Hill Fund LP [Member]
Principal balance	36,650
Conversion fee	5,250
Interest	13,370
Mast Hill Note #2 [Member]
Principal balance	8,017
Interest	$ 2,994
April 2022 [Member]
Common stock, shares	500,000
Aggregate value	$ 20,000
Shares issueble value	2,000,000
Shares issued value	$ 5,000
January 2022 [Member]
Common stock, shares	1,500,000
Aggregate value	$ 7,500
January 2022 [Member] \| Consulting Agreements [Member]
Aggregate value	$ 22,500
April 2022 [Member] \| Consulting Agreements [Member]
Common stock shares issued during period	500,000
Aggregate value	$ 1,000,000

WARRANTS (Details)	6 Months Ended
WARRANTS (Details)	Jun. 30, 2023 shares
WARRANTS
Outstanding as of December 31, 2022	421,282,935
Granted	0
Exchanged for common shares	0
Outstanding as of March 31, 2023	421,282,935

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

NEW MITEXSTREAM AGREEMENT (Details)	1 Months Ended	6 Months Ended
NEW MITEXSTREAM AGREEMENT (Details)	Feb. 28, 2021	Jun. 30, 2023
Exclusivity	Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.	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.	The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022
New MiteXstream Agreement [Member]
Minimum	2,500 gallons of concentrate manufactured per year (2)
Term	December 31, 2080
Territory	Worldwide Exclusive (1)
Royalty	$10.00 per gallon manufactured
Sublicensing	Right to sublicense granted
Trade marks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”
New MiteXstream Agreement [Member] \| In February 2021 [Member]
Minimum	2,500 gallons of concentrate manufactured per year (2)
Term	December 31, 2080
Territory	Worldwide Exclusive
Royalty	$10.00 per gallon manufactured
Sublicensing	Right to sublicense granted
Trade marks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”
Original MiteXstream Agreement [Member]
Minimum	$20,000 of product per year
Term	Initial terms of 10 years, with one 10-year renewal term
Territory	United States and Canada
Royalty	Effective royalty of an estimated $50 per gallon
Sublicensing	No right to sublicense
Trade marks	For no extra consideration, rights granted to use “MiteXstream”
Original MiteXstream Agreement [Member] \| February 2021 [Member]
Minimum	$20,000 of product per year
Term	Initial terms of 10 years, with one 10-year renewal term
Territory	United States and Canada
Royalty	Effective royalty of an estimated $50 per gallon
Sublicensing	No right to sublicense
Trade marks	For no extra consideration, rights granted to use “MiteXstream”

INTANGIBLE ASSET (Details Narrative) - USD ($)	6 Months Ended
INTANGIBLE ASSET (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
INTANGIBLE ASSET
Amortization expense	$ 0	$ 31,667
Intangible asset	$ 190,000

CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details)	6 Months Ended
CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details)	Jun. 30, 2023 USD ($) $ / shares shares
Amount Converted \| $	$ 106,500
Number Shares \| shares	106,500,000
Boot Capital Note #1 [Member]
Amount Converted \| $	$ 19,950
Number Shares \| shares	106,041,667
Talos Note #1 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 106,500
Converion Price Per Share \| $ / shares	$ 0.001
Number Shares \| shares	106,500,000
Mast Hill Note #1 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 41,900
Converion Price Per Share \| $ / shares	$ 0.001
Number Shares \| shares	41,900,000
GS Capital Note #1 [Member]
Amount Converted \| $	$ 9,979
Number Shares \| shares	52,252,238
Mast Hill Note #2 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 11,011
Number Shares \| shares	61,600,000
Mast Hill Note #3 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 13,370
Number Shares \| shares	74,800,000
First Conversion [Member] \| Boot Capital Note #1 [Member]
Amount Converted \| $	$ 6,250
Converion Price Per Share \| $ / shares	$ 0.0003
Number Shares \| shares	20,833,333
First Conversion [Member] \| GS Capital Note #1 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 5,321
Converion Price Per Share \| $ / shares	$ 0.000203125
Number Shares \| shares	26,194,560
First Conversion [Member] \| Mast Hill Note #2 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 5,148
Converion Price Per Share \| $ / shares	$ 0.00017875
Number Shares \| shares	28,800,000
First Conversion [Member] \| Mast Hill Note #3 [Member]
Converion Price Per Share \| $ / shares	$ 0.00017875
First Conversion [Member] \| Mast Hill Note #3 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 6,685
Converion Price Per Share \| $ / shares	$ 0.00017875
Number Shares \| shares	37,400,000
Second Conversion [Member] \| Boot Capital Note #1 [Member]
Amount Converted \| $	$ 5,725
Converion Price Per Share \| $ / shares	$ 0.00024
Number Shares \| shares	23,854,167
Second Conversion [Member] \| GS Capital Note #1 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 4,658
Converion Price Per Share \| $ / shares	$ 0.00017875
Number Shares \| shares	26,057,678
Second Conversion [Member] \| Mast Hill Note #2 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 5,863
Converion Price Per Share \| $ / shares	$ 0.00017875
Number Shares \| shares	32,800,000
Second Conversion [Member] \| Mast Hill Note #3 [Member]
Converion Price Per Share \| $ / shares	$ 0.00017875
Second Conversion [Member] \| Mast Hill Note #3 [Member] \| Convertible Promissory Note [Member]
Amount Converted \| $	$ 6,685
Converion Price Per Share \| $ / shares	$ 0.00017
Number Shares \| shares	37,400,000
Third Conversion [Member] \| Boot Capital Note #1 [Member]
Amount Converted \| $	$ 5,725
Converion Price Per Share \| $ / shares	$ 0.00024
Number Shares \| shares	23,854,167
Fourth Conversion [Member] \| Boot Capital Note #1 [Member]
Amount Converted \| $	$ 2,250
Converion Price Per Share \| $ / shares	$ 0.00006
Number Shares \| shares	37,500,000

CONVERTIBLE PROMISSORY NOTES THIRD PARTIES (Details Narrative) - USD ($)	1 Months Ended										3 Months Ended		6 Months Ended		12 Months Ended
	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	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Repayments of Long-Term Debt													$ 131,924	$ 245,639
Legal and professional services											$ 7,100	$ 2,100	14,450	7,200
Remaining amount													106,500
GS Capital Partners, LLC [Member]
Proceeds from loan originations						$ 63,650
Interest											960		960
Promissory note with OID						6,500						6,500		6,500
Monthly payment						7,840
Principal balance											8,700		8,700
Fees													319
Convertible promissory note						70,000						$ 70,000		$ 70,000
Commissions fees						4,900
Legal and professional services						$ 3,000
Conversion price, percentage						70.00%
Remaining amount debt		$ 42,000									19,300		19,300		$ 42,000
Tri Bridge Ventures LLC [Member]
Proceeds from loan originations									$ 25,000
Convertible notes, payable									$ 25,000
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 [Member]
Proceeds from loan originations	$ 125,330		$ 100,000				$ 200,000						72,285
Interest rate			10.00%
Promissory note with OID	15,489						24,450
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		103,750									1,800		1,800		103,750
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%
Talos Victory Fund, LLC [Member]
Proceeds from loan originations										$ 107,780
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 Fund LP [Member]
Proceeds from loan originations		179,650		$ 130,500						$ 200,000
Interest											13,370		13,370
Promissory note with OID		22,300		14,500						25,000					22,300
Principal financing fees															100,000
Repayments of Long-Term Debt															100,000
Principal balance											36,650		36,650
Fees													5,250
Convertible promissory note		223,000		145,000						250,000					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									41,650		41,650		240,500
Mast Hill Note #2 [Member]
Interest											2,994		2,994
Principal balance											8,017		8,017
Remaining amount debt		145,000									136,983		136,983		145,000
Boot Capital LLC [Member]
Proceeds from loan originations					$ 56,000
Promissory note with OID					5,600
Principal balance											19,950		19,950
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									$ 41,650		$ 41,650		$ 61,600

STOCKHOLDER RECEIVABLE (Details Narrative) - Black Bird Potentials Inc. [Member] - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Stockholder receivable, shares	42,885	42,885
Stockholder receivable, value	$ 1,000	$ 1,000

AMENDMENT OF ARTICLES OF INCORPORATION (Details Narrative) - $ / shares	6 Months Ended
	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%

RELATED PARTY TRANSACTIONS (Details)	1 Months Ended	6 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Feb. 28, 2021	Jun. 30, 2023
Exclusivity	Exclusivity ends and becomes non-exclusive, if the minimum of 2,500 gallons per year is not met.	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.	The minimum (2,500 gallons per year) is deemed to have been satisfied through December 31, 2022
New MiteXstream Agreement [Member]
Royalty	$10.00 per gallon manufactured
Territory	Worldwide Exclusive (1)
Term	December 31, 2080
Minimum	2,500 gallons of concentrate manufactured per year (2)
Sublicensing	Right to sublicense granted
Trade marks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”
New MiteXstream Agreement [Member] \| In February 2021 [Member]
Royalty	$10.00 per gallon manufactured
Territory	Worldwide Exclusive
Term	December 31, 2080
Minimum	2,500 gallons of concentrate manufactured per year (2)
Sublicensing	Right to sublicense granted
Trade marks	For no extra consideration, rights granted to use “MiteXstream” and “Harnessing the Power of Water”
Original MiteXstream Agreement [Member]
Royalty	Effective royalty of an estimated $50 per gallon
Territory	United States and Canada
Term	Initial terms of 10 years, with one 10-year renewal term
Minimum	$20,000 of product per year
Sublicensing	No right to sublicense
Trade marks	For no extra consideration, rights granted to use “MiteXstream”
Original MiteXstream Agreement [Member] \| February 2021 [Member]
Royalty	Effective royalty of an estimated $50 per gallon
Territory	United States and Canada
Term	Initial terms of 10 years, with one 10-year renewal term
Minimum	$20,000 of product per year
Sublicensing	No right to sublicense
Trade marks	For no extra consideration, rights granted to use “MiteXstream”

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
Advances from related parties	$ 82,779	$ 25,000

LOANS PAYABLE RELATED PARTIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Advances from related party	$ 21,000
Eric Newlan
Advances from related party	82,779
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	$ 268
Company Owned Amount		$ 5,242
Related party debt, principal amount	$ 5,242

LEASE (Details)	Jun. 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

LEASE (Details 1)	6 Months Ended
LEASE (Details 1)	Jun. 30, 2023 USD ($)
LEASE
Operating lease yearly rent	$ 8,700
Operating lease expiration date	Jan. 31, 2025

LEASE (Details Narrative) - USD ($)	6 Months Ended
LEASE (Details Narrative) - USD ($)	Jun. 30, 2023	Jan. 09, 2023
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		$ 17,195
Operating leases description	beginning January 9, 2023, and ending on January 31, 2025

SUBSEQUENT EVENTS (Details)	6 Months Ended
SUBSEQUENT EVENTS (Details)	Jun. 30, 2023 USD ($) $ / shares shares
Conversion Price Per Share \| $ / shares	$ 0
Number Share issued upon converion \| shares	60,247,076
Amount Converted \| $	$ 3,928
GS Capital Partners, LLC [Member]
Conversion Price Per Share \| $ / shares	$ 0.000065
Number Share issued upon converion \| shares	60,247,076
Amount Converted \| $	$ 3,928

SUBSEQUENT EVENTS (Details 1)	6 Months Ended
SUBSEQUENT EVENTS (Details 1)	Jun. 30, 2023 USD ($) $ / shares shares
Conversion Price Per Share \| $ / shares	$ 0
Number Share issued upon converion	60,247,076
Number of Shares issued upon converion	94,583,333
Amount Converted \| $	$ 5,675
Boot Capital LLC [Member]
Conversion Price Per Share \| $ / shares	$ 0.00006
Number Share issued upon converion	37,500,000
Amount Converted \| $	$ 2,250
Boot Capital LLC 1 [Member]
Conversion Price Per Share \| $ / shares	$ 0.00006
Number Share issued upon converion	57,083,333
Amount Converted \| $	$ 3,425

SUBSEQUENT EVENTS (Details 2)	6 Months Ended
SUBSEQUENT EVENTS (Details 2)	Jun. 30, 2023 USD ($) $ / shares shares
Conversion Price Per Share \| $ / shares	$ 0
Number of Share issued upon converion	74,800,000
Number Share issued upon converion	60,247,076
Amount Converted \| $	$ 13,370
Mast Hill Fund LP [Member]
Conversion Price Per Share \| $ / shares	$ 0.00017875
Number Share issued upon converion	37,400,000
Amount Converted \| $	$ 6,685
Mast Hill Fund L P 1 [Member]
Conversion Price Per Share \| $ / shares	$ 0.00017875
Number Share issued upon converion	37,400,000
Amount Converted \| $	$ 6,685

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Advances from related party				$ 21,000
Legal fees		$ 7,100	$ 2,100	14,450	$ 7,200
Boot Capital LLC [Member]
Principal amount				5,675
Legal fees	$ 2,500
Mast Hill Note 1 [Member]
Principal amount				13,370
GS Capital Note 1 [Member]
Principal amount				3,200
Principal and interest payable				568
Legal fees				$ 160

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