Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Worksport Ltd | |
Entity Central Index Key | 0001096275 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 210,678,444 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 9,311,878 | $ 1,107,812 |
Accounts receivable net | 16,438 | 122,787 |
Other receivable | 38,036 | 167,836 |
Inventory (note 3) | 115,587 | 40,803 |
Prepaid inventory (note 3) | 177,745 | |
Prepaid expenses and deposits | 152,116 | 245,526 |
Total Current Assets | 9,811,800 | 1,684,764 |
Investment | 24,423 | 24,423 |
Property and Equipment, net | 209,238 | 91,511 |
Right-of-use asset, net (note 10) | 32,757 | 38,506 |
Intangible Assets, net | 131,676 | 62,948 |
Total Assets | 10,209,894 | 1,902,152 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 952,407 | 971,667 |
Payroll taxes payable | 51,186 | 48,216 |
Related party loan (note 7) | 3,940 | 23,393 |
Promissory notes payable (note 4) | 313,211 | 367,058 |
Convertible promissory note, net (note 5) | 98,982 | |
Loan payable (note 11) | 28,387 | 184,854 |
Current lease liability (note 10) | 24,485 | 23,883 |
Total Current Liabilities | 1,373,616 | 1,718,053 |
Long Term - Lease Liability (note 10) | 8,272 | 14,624 |
Total Liabilities | 1,381,888 | 1,732,677 |
Shareholders' Equity (Deficit) | ||
Series A & B Preferred Stock, $0.0001 par value, 1,100,000 shares authorized, 1,000 Series A and 0 Series B issued and outstanding, respectively (note 6) | 1 | 1 |
Common stock, $0.0001 par value, 299,000,000 shares authorized, 162,763,986 and 76,412,359 shares issued and outstanding, respectively (note 6) | 16,277 | 7,640 |
Additional paid-in capital | 22,539,306 | 12,658,596 |
Share subscriptions receivable | (1,577) | (1,577) |
Share subscriptions payable | 372,131 | 379,428 |
Accumulated deficit | (14,089,552) | (12,866,033) |
Cumulative translation adjustment | (8,580) | (8,580) |
Total Shareholders' Equity (Deficit) | 8,828,006 | 169,475 |
Total Liabilities and Shareholders' Equity (Deficit) | $ 10,209,894 | $ 1,902,152 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 299,000,000 | 299,000,000 |
Common stock, shares issued | 162,763,986 | 76,412,359 |
Common stock, shares outstanding | 162,763,986 | 76,412,359 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,100,000 | 1,100,000 |
Preferred Stock, shares issued | 1,000 | 0 |
Preferred Stock, shares outstanding | 1,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,100,000 | 1,100,000 |
Preferred Stock, shares issued | 1,000 | 0 |
Preferred Stock, shares outstanding | 1,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net Sales | $ 7,650 | $ 41,027 |
Cost of Goods Sold | 60,221 | 27,011 |
Gross Profit (Loss) | (52,571) | 14,016 |
Operating Expenses | ||
General and administrative | 134,284 | 33,906 |
Sales and marketing | 162,651 | 2,826 |
Professional fees | 647,114 | 109,465 |
Loss (gain) on foreign exchange | 5,206 | (7,726) |
Total operating expenses | 949,255 | 138,471 |
Loss from operations | (1,001,826) | (124,455) |
Other Income (Expense) | ||
Interest expense (note 5) | (230,900) | (27,811) |
Gain (loss) on settlement of debt | 9,207 | |
Total other (expense) | (221,693) | (27,811) |
Net Loss | $ (1,223,519) | $ (152,266) |
Loss per Share (basic and diluted) | $ (0.01) | $ 0 |
Weighted Average Number of Shares (basic and diluted) | 103,101,944 | 43,129,884 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Share Subscriptions Receivable [Member] | Share Subscription Payable [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] | Total |
Balance at Dec. 31, 2019 | $ 4,191 | $ 8,642,423 | $ (1,577) | $ 2,159,395 | $ (11,678,413) | $ (8,580) | $ (882,561) | |
Balance, shares at Dec. 31, 2019 | 41,906,790 | |||||||
Warrants issuance for services | ||||||||
Issuance from subscriptions payable | $ 665 | 967,807 | (968,472) | |||||
Issuance from subscriptions payable, shares | 6,649,793 | |||||||
Issuance for prepaid services and subscriptions payable | 125,000 | 125,000 | ||||||
Warrants issuance in connection to convertible promissory note (note 5 and 14) | 59,110 | 59,110 | ||||||
Share issuance in connection to convertible promissory note (note 5) | $ 45 | 123,345 | 123,390 | |||||
Share issuance in connection to convertible promissory note (note 5), shares | 450,000 | |||||||
Net loss | (152,266) | (152,266) | ||||||
Balance at Mar. 31, 2020 | $ 4,901 | 9,792,685 | (1,577) | 1,315,923 | (11,830,679) | (8,580) | (727,327) | |
Balance, shares at Mar. 31, 2020 | 49,006,583 | |||||||
Balance at Dec. 31, 2019 | $ 4,191 | 8,642,423 | (1,577) | 2,159,395 | (11,678,413) | (8,580) | (882,561) | |
Balance, shares at Dec. 31, 2019 | 41,906,790 | |||||||
Balance at Dec. 31, 2020 | $ 1 | $ 7,640 | 12,658,596 | (1,577) | 379,428 | (12,866,033) | (8,580) | 169,475 |
Balance, shares at Dec. 31, 2020 | 1,000 | 76,412,359 | ||||||
Consulting Service for share subscriptions | 111,222 | 111,222 | ||||||
Issuance for services and subscriptions payable | $ 633 | 569,277 | (241,559) | 328,351 | ||||
Issuance for services and subscriptions payable, shares | 6,321,154 | |||||||
Issuance of shares from Reg-A | $ 3,005 | 3,000,316 | (32,700) | 2,970,621 | ||||
Issuance of shares from Reg-A, shares | 30,048,199 | |||||||
Share issuance cost | (59,160) | (59,160) | ||||||
Issuance of shares from private placement | $ 3,050 | 3,046,931 | 32,000 | 3,081,981 | ||||
Issuance of shares from private placement, shares | 30,499,800 | |||||||
Warrants issuance for services | 37,000 | 37,000 | ||||||
Conversion of convertible promissory note to shares (note 5) | $ 410 | 367,910 | 368,320 | |||||
Conversion of convertible promissory note to shares (note 5), shares | 4,092,431 | |||||||
Cashless warrant exercise (note 14) | $ 79 | (79) | ||||||
Cashless warrant exercise (note 14), shares | 790,243 | |||||||
Warrant exercise (note 14) | $ 1,460 | 2,918,515 | 12,130 | 2,932,105 | ||||
Warrant exercise (note 14), shares | 14,599,800 | |||||||
Loan repayment (note 11) | 111,610 | 111,610 | ||||||
Net loss | (1,223,519) | (1,223,519) | ||||||
Balance at Mar. 31, 2021 | $ 1 | $ 16,277 | $ 22,539,306 | $ (1,577) | $ 372,131 | $ (14,089,552) | $ (8,580) | $ 8,828,006 |
Balance, shares at Mar. 31, 2021 | 1,000 | 162,763,986 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Operating Activities | |||
Net Loss | $ (1,223,519) | $ (152,266) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Shares and warrants issued for services | 565,261 | ||
Depreciation and amortization | 7,843 | 6,514 | |
Interest on lease liability | 915 | 1,460 | |
Accrued interest | 17,010 | ||
Amortization on OID interest | 211,340 | 12,715 | |
Gain on settlement of debt | (9,207) | ||
Total items not involving cash flow from operating activities | (430,357) | (131,577) | |
Changes in operating assets and liabilities (note 8) | (76,510) | (49,458) | |
Net cash used in operating activities | (506,867) | (181,035) | |
Cash Flows from Investing Activities | |||
Repayment of lease liability | (7,516) | ||
Loan receivable | (5,507) | ||
Purchase of investment | (8,765) | ||
Purchase of property and equipment | (119,233) | ||
Net cash used in investing activities | (132,256) | (8,765) | |
Financing Activities | |||
Proceeds from issuance of common shares, net of issuance cost | 5,993,441 | ||
Proceeds from warrant exercise | 2,932,105 | ||
Repayment of loan payable | (62,905) | ||
Proceeds from promissory notes | 182,500 | ||
Shareholder assumption of debt | (19,453) | 6,317 | |
Net cash provided by financing activities | 8,843,188 | 188,817 | |
Change in cash | 8,204,066 | (983) | |
Cash and cash equivalents - beginning of year | 1,107,812 | 11,993 | $ 11,993 |
Cash and cash equivalents end of year | 9,311,878 | 11,010 | $ 1,107,812 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 1,850 | ||
Supplemental Disclosure of non-cash investing and financing Activities | |||
Purchase of software | 69,315 | ||
Shares issued to service providers | 241,559 | ||
Cashless warrant exercise | 51,901 | ||
Shares issued for share subscriptions payable | 274,259 | 968,472 | |
Conversion of convertible promissory note to common stock | 368,320 | ||
Convertible promissory note - equity discount | 182,500 | ||
Convertible promissory note - original issue discount | $ 16,215 |
Basis of Presentation and Busin
Basis of Presentation and Business Condition | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Business Condition | 1. Basis of Presentation and Business Condition a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021. b) Functional and Reporting Currency Effective January 1, 2020, the Company changed the functional currency of its subsidiary to United States dollars given the increasing prevalence of U.S. dollar-denominated activities of the subsidiary over time. The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from January 1, 2020. The subsidiary’s balance sheet was converted from Canadian dollars to United States dollars using the year ended December 31, 2019 United States dollar balance as the opening for January 1, 2020 in accordance to ASC 830 c) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. d) Business condition The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As of March 31, 2021, the Company had working capital of $8,438,184 and an accumulated deficit of $14,089,552. As of March 31, 2021, the Company had cash and cash equivalents of $9,311,878. Based on its current operating plans, the Company believes it has sufficient level of funding for anticipated operations, capital expenditures and debt repayments for a period of at least 12 months from the issuance date of this Annual Report. During the three month ended March 31, 2021 the Company through its Reg-A public offering, private placement offering, and exercises of warrants had raised in aggregate of approximately $9,000,000. In addition, as of May 2021 the Company has approximately 57,000,000 warrants exercisable at $0.20 per warrant compare to an average share price of approximately $0.30 per share, anticipating additional warrant exercises. The Company intents to introduce in late 2021 several new tonneau covers most significant of which is the TerraVis. TerraVis is a solar cover tonneau cover will give pick-up truck owners rechargeable portable power and added range to upcoming EV pick-up trucks. The Company anticipates that the introduction of these new products will sufficiently improve the Company’s financial position. Based on the Company’s future operating plans, existing cash of $9,311,878 combined with possible warrants exercises of approximately $9,100,000; management believes the Company have sufficient funds to meet its contractual obligations and working capital requirements for the next 12 months and the foreseeable future. e) Revision of Prior Period Financial Statements In connection with the preparation of our consolidated financial statements, we identified an immaterial error related to the recognition of a deemed dividend related to down-round features along with the associated shares issuance and professional fees in the three month ended March 31, 2020. In accordance with SAB (Staff Accounting Bulletins) Topic 1.M, “Materiality,” and SAB (Staff Accounting Bulletins) Topic 1.N, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the error and determined that the related impact was not material to our financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to our results of operations and equity for the fiscal and interim periods of 2020. Accordingly, we have revised previously reported financial information for such immaterial error, as previously disclosed in our Quarterly Report on Form 10-Q for the three month ended March 31, 2020. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in note 15. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The accounting polices used in the preparation of these condensed consolidated interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2020 in addition to: Property and Equipment – ● Automobile 5 years |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following at March 31, 2021 and December 31, 2020: 2021 2020 Finished goods $ 107,143 $ 32,358 Promotional items 552 552 Raw materials 7,893 7,893 $ 115,587 $ 40,803 Prepaid inventory $ 177,745 $ - |
Promissory Notes
Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 4. Promissory Notes The following tables shows the balance of the notes payable as of March 31, 2021 and December 31, 2020: Balance as at December 31, 2019 $ 267,881 Reclassification 99,177 Balance as at December 31, 2020 $ 367,058 Repayment (53,847 ) Balance as at March 31, 2021 $ 313,211 During the year ended December 30, 2020, the Company reclassified $88,120 from accounts payable to promissory notes. The terms of the note is under negotiation and is currently due on demand. During the year ended December 30, 2020, the Company reclassified a debit balance of $11,058 from notes payable to other receivable. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $73,452 ($123,231 Canadian Dollars). During the year ended December 31, 2018, the Company issued two additions to the original unsecured promissory note of July 2016, totaling $22,639 ($30,884 Canadian dollars). The secured promissory note bears interest at a rate of 18% per annum. The payment terms of the original note including these additions are due “upon completion of going public on the Canadian Securities Exchange, with no change in interest rate. The secured promissory note is secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of the secured promissory notes to be due on April 1, 2021. As at March 31, 2021, principal balance owing was $96,091 ($123,231 Canadian Dollars) (December 31, 2020 - $96,091 ($123,231 Canadian Dollars)). As of March 31, 2021, the accrued interest on this note payable was $53,120 ($69,571 Canadian Dollars) (December 31, 2020 - $48,770 ($64,102 Canadian Dollars)) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute. During the year ended December 31, 2016, the Company issued secured promissory notes in the amount of $79,000. The secured promissory notes bears interest at a rate of 18% per annum, payable monthly. The secured promissory notes are secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of all secured promissory notes to be due on April 1, 2021. As at March 31, 2021 principal balance owing was $79,000 (December 31, 2020 - $79,000). As of March 31, 2021, the accrued interest on this note payable was $34,497 (December 31, 2020 – $31,000) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute. During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $53,848 ($67,700 Canadian Dollars). The secured promissory notes were due in October and November 2018 and bears interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019, the Company extended the maturity date of the secured promissory notes to November 3, 2020. During the three months ended March 31, 2021, the Company and promissory note holders reached an agreement to repay $62,905 ($80,108 Canadian Dollars) for outstanding principal and interest. As a result of the Company recognized a gain on settlement of debt of $5,682. As of March 31, 2021 the Company has made the payment of $62,905. During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $60,000. The secured promissory notes are due in August and November 2018 and bear interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019 the Company extended the maturity dates of this secured promissory note to November 3, 2020. During the year ended December 31, 2019, the Company a principal repayment of $10,000. As at March 31, 2021, principal balance owing was $50,000 (December 31, 2020 - $50,000). As of March 31, 2021, the accrued interest on this note payable was $24,203 (December 31, 2020 - $22,703) included in accounts payable and accrued liabilities. As the note is outstanding beyond its maturity date interest rate increased from 12% to 22%. The amounts repayable under promissory notes and secured promissory notes at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Balance owing $ 313,211 $ 367,058 Less amounts due within one year (313,211 ) (367,058 ) Long-term portion $ - $ - |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. Convertible Promissory Notes On February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”), pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $544,425 to be paid in tranches. As additional consideration for the purchase of the note, (I) the Company issued to Leonite 450,000 common shares, and (ii) the Company issued to Leonite a five-year warrant to purchase 900,000 common shares at an exercise price of $0.10 per share (subject to adjustment), which may be exercised on a cashless basis. Refer to note 14 for warrant valuation. The note carries an original issue discount of $44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Therefore, the purchase price of the note was $500,000. On February 28, 2020, the Company recorded $198,715, $182,500 principal and $16,215 original issue discount. On September 1, 2020 the Company recorded an additional $310,322, $285,000 principal and $25,322 original issue discount. As of March 31, 2021, the Company has recorded $509,037, $467,500 principal and $41,537 original issue discount. Furthermore, the Company issued 450,000 shares of common stock valued at $123,390 and a debt-discount related to the warrants valued at $344,110. During the year ended December 31, 2020 Leonite converted $226,839 of convertible promissory note into 2,520,434 common shares at $0.09 per share. The original value of the convertible note converted was $182,565 as a result the Company recognized a loss of $44,274 on settlement of debt. During the three months ended March 31, 2021 Leonite converted its remaining outstanding principal and interest into common shares. Leonite received 4,092,431 common shares at $0.09 per share valued at $368,319. The original value of the convertible note converted including interest was $325,667. As a result the Company recognized a loss of $42,651 on settlement of debt. In connection with the settlement the Company expensed the remaining $148,027 of the original debt discount to interest expense. As of March 31, 2021 the convertible promissory note has been repaid in full. The Company amortized $58,146 (2020 - $11,677) of financing costs related to the shares and warrants for the three months ended March 31, 2021. The remaining net balance of the note at March 31, 2021 is $0 (2020 - $12,715) comprised of principal of $0 (2020 - $183,538) and net of unamortized debt discount of $0 (2020 - $170,823). The note bears interest at the rate of the greater of 10.2% per annum. Any amount of principal or interest on the note which is not paid by the maturity date shall bear interest at the rate at the lesser of 24% per annum or the maximum legal amount permitted by law (the “Default Interest”). Beginning on March 18, 2020 and on the same day of each and every calendar month thereafter throughout the term of the note, the Company shall make monthly payments of interest only due under the note to Leonite at the Stated Rate as set forth above. The Company shall pay to Leonite on an accelerated basis any outstanding principal amount of the note, along with accrued, but unpaid interest, from: (a) net proceeds of any future financings by the Company, but not its subsidiaries, whether debt or equity, or any other financing proceeds, except any transaction having a specific use of proceeds requirement that such proceeds are to be used exclusively to purchase the assets or equity of an unaffiliated business and the proceeds are used accordingly; (ii) net proceeds from any sale of assets of the Company or any of its subsidiaries other than sales of assets in the ordinary course of business or receipt by the Company or any of its subsidiaries of any tax credits existing prior to the date of the note; and (iii) net proceeds from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. During the three month ended March 31, 2021, the Company accrued interest of $5,654. During the year ended December 31, 2020 the Company accrued interest of $9,960 and made interest payment of $11,100. As of March 31, 2021 the Company has repaid all outstanding interest. The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term. The note contains customary events of default, including in the event of (it) non-payment, (ii) a breach by the Company of its covenants under the securities purchase agreement or any other agreement entered into in connection with the securities purchase agreement, or a breach of any of representations or warranties under the note, or (iii) the bankruptcy of the Company. The note also contains a cross default provision, whereby a default by the Company of any covenant or other term or condition contained in any of the other financial instrument issued by the Company to Leonite or any other third party after the passage all applicable notice and cure or grace periods that results in a material adverse effect shall, at Leonite’s option, be considered a default under the note, in which event Leonite shall be entitled to apply all rights and remedies under the terms of the note. Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares of the Company. The number of common shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect. The conversion amount is the sum of: (i) the principal amount of the note to be converted plus (ii) at Leonite’s option, accrued and unpaid interest, plus (iii) at Leonite’s option, Default Interest, if any, plus (iv) Leonite’s expenses relating to a conversion, plus (v) at Leonite’s option, any amounts owed to Leonite. The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing. Notwithstanding the foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) by Leonite upon, at its election, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by Leonite, as may be specified in such notice of waiver). This note shall give Leonite a senior secured obligation of the Company, with first priority over all current and future indebtedness of the Company and any subsidiary. Calculation of beneficial conversion feature As of March 31, 2021, The Company allocated $509,037 as the proceeds from Leonite; $467,500 principal and $41,537 original issue discount. The Company allocated $123,390 to common shares and $242,100 to warrants calculated using the black-scholes model. The effective rate resulted in a beneficial conversion feature greater than the proceeds. Allocated proceeds of Convertible Promissory Note $ 509,037 Conversion Price $ 0.09 Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note 5,655,967 Conversion price $ 0.098 FMV of Common Stock $ 0.263 Per Share Intrinsic Value of Beneficial Conversion Feature $ 0.165 Calculated Beneficial Conversion Feature $ 933,646 In accordance to ASC 470-20-30 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | 6. Shareholders’ Equity (Deficit) During the three month ended March 31, 2021 the Company issued a total of 30,048,199 common shares relating to the Reg-A public offering. Of the shares issued 312,000 common shares valued at $31,200 were from share subscription payable and 15,000 common shares were cancelled and refunded valued at $1,500. The Company incurred share issuance cost of $59,160. During the same period 14,660,450 Reg-A public offering warrants were exercised for 14,660,450 common shares. As of March 31, 2021 14,559,800 common shares were issued valued at $2,919,975. Subsequent to March 31, 2021 the remaining 60,650 common shares valued at $12,130 were issued. During the three month period ended March 31, 2021 the Company raised $3,081,981 through private placement offerings for 30,819,800 common shares and warrants. As of March 31, 2021, the Company issued 30,499,800 shares of common stock. As of March 31, 2021, the Company has 320,000 common shares of to be issued. Subsequent to the period ended the Company issued the remaining 320,000 common shares. During the three month ended March 31, 2021 the Company entered into consulting agreements with third party consultants for 7,400,000 shares of common stock valued at $1,522,000 for prepaid consulting services. As of March 31, 2021 the Company recorded $111,222 in share subscriptions payable. During the three month ended March 31, 2021 the Company issued 3,321,154 common shares valued at $269,910 for consulting services, $241,559 were issued from share subscriptions payable. During the same period the Company issued 3,000,000 common shares valued at $300,000 for consulting services. During the three month ended March 31, 2021 the Company issued entered into a settlement agreement with a loan holder to issue 1,240,111 common shares for all outstanding loan principal and interest valued at $111,610. Refer to note 11. Subsequent to the three month ended March 31, 2021 the 1,240,111 common shares were issued. During the three month ended March 31, 2021 the Company entered into a settlement agreement with the convertible promissory note holder to settle all outstanding principal and interest. The Company issued 4,092,431 common shares valued at $368,320. During the same period the convertible promissory note holder exercised 790,243 warrants on a cashless basis for 790,243 common shares. Refer to note 5 and 14. During the three month ended March 31, 2020 the Company entered into a share subscription agreement with a consultant of the Company for 4,000,000 common shares valued at $125,000 for prepaid consulting services. As of March 31, 2020, the Company has expensed $31,250 from prepaid expenses. During the three month ended March 31, 2020, the Company issued 4,458,333 common shares from shares subscription payable with a combined value of $511,000. 4,000,000 of the common shares issued from subscription payable valued at $456,000 relates to the anti-dilution feature triggered on March 5, 2019 as noted below. During the three month ended March 31, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for 4,100,000 shares valued at $856,080. As of March 31, 2020, the Company has issued 2,190,959 shares from share subscriptions payable valued at $457,472. During the three month ended March 31, 2020 the Company issued 450,000 shares in connection with the issuance of convertible promissory note (refer to note 5) at $0.27 per share. As of March 31, 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2021, the Company was authorized to issue 1,100,000 shares of its Series A and Series B Preferred Stock with a par value of $0.0001. Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions During the three month ended March 31, 2021, the Company recorded salaries expense of $49,783 (2020 - $16,126) related to services rendered to the Company by its CEO. During the three month ended March 31, 2021 the Company repaid $19,453 to the Company’s CEO and director. During the three months ended March 31, 2020 the Company’s CEO and director paid on behalf of the Company’s lease payments of $7,317. During the three month ended March 31, 2021 the Company paid a director of the Company $50,000 for services rendered from 2015 to 2020. During the three month ended March 31, 2021, the Company paid $53,403 to a U.S.-based corporation which the Company’s CEO and director is also a stockholder. |
Changes in Cash Flows from Oper
Changes in Cash Flows from Operating Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Cash Flows from Operating Assets and Liabilities | 8. Changes in Cash Flows from Operating Assets and Liabilities The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2021 and 2020 are as follows: 2021 2020 Decrease (increase) in accounts receivable $ 106,349 $ (24,279 ) Decrease (increase) in other receivable 135,307 1,391 Decrease (increase) in inventory and prepaid inventory (252,529 ) 17,441 Decrease (increase) in prepaid expenses and deposits (64,594 ) 8,281 Increase (decrease) in lease liability 850 (7,725 ) Increase (decrease) in payroll taxes payable 2,970 - Increase (decrease) in accounts payable and accrued liabilities (4,862 ) (44,567 ) $ (76,510 ) $ (49,458 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and contingencies During the three month ended March 31, 2021 the Company entered into an amended agreement to reserve an additional 150,000 common shares at $0.0001 per share for consulting services. During the year ended December 31, 2020 the Company entered into an agreement with a third-party advisor to reserve for issuance 100,000 common shares at $0.0001 per share for consulting services. As of March 31, 2021, the third party has not exercised the shares. As of March 31, 2021 the Company has reserved 250,000 commons shares. During the year ended December 31, 2020 the Company (defendant) is currently in an ongoing legal proceeding with a promissory notes payable holder (plaintiff). As of March 31, 2021, the outcome of the legal proceeding is uncertain. During the year ended December 31, 2020, the Company reached a legal settlement with a supplier in which the Company is obligated to pay $6,037 per month beginning on March 1, 2020 for four months until the settlement amount of $24,148 has been fully paid on June 1, 2020. As of December 31, 2020, the Company has completed all payments. |
Lease Liabilities
Lease Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease Liabilities | 10. Lease Liabilities During the year ended December 31, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $2,221. The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application, beginning January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 10%. The Company has measured the right-of-use asset at an amount equal to the lease liability. The Company’s right-of-use asset for the three month ended March 31, 2021 as follows: 2021 Right-of-use asset $ 32,757 Current lease liability $ 24,485 Long-term lease liability $ 8,272 The components of lease expense are as follows: March 31, 2021 March 31, 2020 Amortization of right-of-use $ 5,749 $ 22,164 Interest on lease liability $ 915 $ 4,494 Total lease cost $ 6,664 $ 26,658 Maturities of lease liability are as follows: Future minimum lease payments as of March 31, 2021, 2021 19.994 2022 15,551 Total future minimum lease payments 35.545 Less: amount representing interest (2.787 ) Present value of future payments 32,758 Current portion 24,485 Long term portion $ 8,272 |
Loan Payable
Loan Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan Payable | 11. Loan payable During the year ended December 31, 2020 the Company received loans of $32,439, $10,000 and $108,000 from a unrelated third party with an interest rate of 10% per annum with a maturity date of December 31, July 22 and August 31, 2021, respectively. During the three months ended March 31, 2021 the Company agreed to repay the outstanding principal and interest through the issuance of 1,240,111 common shares at $0.09 per share. As of March 31, 2021, the Company accrued interest of $1,319 (2020 - $0). As of the date of the settlement agreement the Company had $150,439 principal and $7,336 interest outstanding, resulting in the Company recognizing a gain on settlement of $46,176 for the three month period ended March 31, 2021. The 1,240,111 common shares were issued subsequent to period end. During the year ended December 31, 2020 the Company received $28,387 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent. As of March 31, 2021 loan payable outstanding is $28,387 ($40,000 CDN). |
Government Assistance
Government Assistance | 3 Months Ended |
Mar. 31, 2021 | |
Government Assistance | |
Government Assistance | 12. Government Assistance The government of Canada is currently providing funding through the Canada Emergency Wage Subsidy (“CEWS”) program in order to provide financial relief to Canadian businesses affected by COVID-19. The CEWS program provides a reimbursement of salaries for eligible employers based on the decrease in revenues. During the three month ended March 31, 2021, the Company recognized CEWS of $21,704 ($27,534 CDN) as a reduction in general and administrative on the condensed consolidated statements of Operations. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | 13. Loss per Share For the three months ended March 31, 2021, loss per Share is $(0.01) (basic and diluted) compared to the three months ended March 31, 2020, of $0.00 (basic and diluted) using the weighted average number of shares of 103,101,944 (basic and diluted) and 43,129,884 (basic and diluted) respectively. There are 299,000,000 shares authorized, 162,763,986 and 49,006,583 shares issued and outstanding, as at March 31, 2021 and 2020 respectively. As of March 31, 2021, the Company has 12,304,095 shares to be issued. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share”. Shares underlying the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have on the computation. As at March 31, 2021 the Company has 57,683,607 warrants convertible to 57,683,607 common shares for a total underlying common shares of 57,683,607. At March 31, 2020 the Company has 900,000 warrants convertible to 900,000 common shares and convertible promissory note convertible to 2,207,946 common shares for a total underlying common shares of 3,107,946. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 14. Warrants During the three months ended March 31, 2021 a total of 15,450,693 warrants were exercised for 15,450,693 common shares. 14,660,450 warrants were exercised at $0.20 per share, the remaining 790,243 warrants were exercised on a cashless basis, refer to note 5. As of March 31, 2021 15,390,043 common shares were issued with the remaining 60,650 common shares issued subsequent to the period ended. During the three months ended March 31, 2021 the Company issued 30,048,199 and 30,499,800 warrants convertible to 1 and 2 common shares each exercisable for a period of 12 and 18 months respectively. The warrants were issued in connection with the Reg-A public offering and private placement offering respectively. The exercise price of the warrants is $0.20 per share. During the three month ended March 31, 2021 the Company and warrant holder reached an agreement to amend a previous warrant agreement. The Company will issue an additional 150,000 warrants for a total of 250,000 warrants. The exercisable period of the warrants was also amended to a period of five years beginning on January 14, 2021. The warrants are convertible to 1 common share each exercisable at $2 per share. As of March 31, 2021 the Company has the following warrants outstanding: Exercise price Number outstanding Remaining Contractual Life (Years) Expiry date $ 0.20 225,000 0.67 December 1, 2021 $ 0.20 25,349,050 0.80 February 24, 2022 $ 2.00 250,000 1.33 April 29, 2022 $ 0.10 109,757 3.91 February 25, 2025 $ 0.12 1,250,000 3.97 March 20, 2025 $ 0.20 30,499,800 1.50 October 1, 2022 57,683,607 2.03 March 31, 2021 December 31, 2020 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year 12,436,301 $ 0.20 - $ - Issuance 60,697,999 $ 0.21 12,436,301 $ 0.20 Exercise (15,450,693 ) $ (0.19 ) - $ - Balance, end of period 57,683,607 $ 0.22 12,436,301 $ 0.20 |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | 15. Revision of Prior Period Financial Statements During the audit for the year ended December 31, 2020 an error was discovered relating to share issuances resulting from an anti-dilution agreement. The share issuances for the three months ended March 31, 2020 were 2,000,000 and 458,834 common shares respectively. The anti-dilution agreement relating to a 2017 share subscription payable agreement was triggered in March 2019 upon the Company’s stock split. We revised certain prior period financial statements for an immaterial error related to the recognition of the deemed dividend related to down-round features along with the associated shares issuance and professional fees (note 1). A summary of revisions to our previously reported financial statements presented herein for comparative purposes. The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of March 31, 2020 reflected below: Common Stock Additional Paid-in Capital Share Subscriptions Receivable Share Subscription Payable Accumulated Deficit Cumulative translation adjustment Total Stockholders’ Equity (Deficit) Shares Amount Balance at March 31, 2020 46,547,749 $ 4,655 $ 9,060,739 $ (1,577 ) $ 1,178,608 $ (10,961,172 ) $ (8,580 ) $ (727,327 ) Revision 2,458,834 $ 246 $ 731,946 - $ 137,315 $ (869,507 ) - - Balance at March 31, 2020, as revised 49,006,583 $ 4,901 $ 9,792,685 $ (1,577 ) $ 1,315,923 $ (11,830,679 ) $ (8,580 ) $ (727,327 ) The Condensed Consolidated Statements of Operations has been revised to reflect the correction for the three months ended March 31, 2020 as follows: For the Three Months Ended March 31, 2020 As previously reported Revision As Revised Professional Fees $ 149,465 $ (40,000 ) $ 109,465 Total Operating Expenses $ 178,471 $ (40,000 ) $ 138,471 Loss from Operations $ (164,455 ) $ 40,000 $ (124,455 ) Net Loss $ (192,266 ) $ 40,000 $ (152,266 ) Comprehensive Loss $ (192,266 ) $ 40,000 $ (152,266 ) Loss per Share – Basic and Diluted $ (0.00 ) - $ (0.00 ) |
COVID-19
COVID-19 | 3 Months Ended |
Mar. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 | 16. COVID-19 The recent outbreak of the novel coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, financing or mining production activities or the ore and mining industry or the global economy as a whole. However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely. The management and board of the Company is constantly monitoring this situation to minimize potential losses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated subsequent events through May 24, 2021 which is the date the financial statements were available to be issued and the following events after year end occurred: ● On April 1, 2021 26,000 warrants were exercised at $0.20 per warrant for 26,000 common shares. ● On April 4, 2021 the Company issued 67,000 common shares to an employee for services rendered to the Company. ● On April 14, 2021 the Company entered into a consulting agreement for a duration of 18 months for 1,500,000 common shares at $0.10 per share. ● On April 29, 2021 the Company issued 1,850,000 which will be returned and cancelled. ● On May 3, 2021 the Company sold an aggregate of 10,000,000 units to a private investor for $0.10 per unit, for a total purchase price of $1,000,000. Each unit consists of one share of Common Stock and one (1) warrant to purchase two (2) shares of Common Stock for $0.20 per Warrant Share from the date of issuance until November 3, 2022. ● On May 10, 2021, the Company issued an aggregate of 34,350,697 shares of Common Stock, to Steve Rossi, the Company’s Chief Executive Officer and Director, in connection with his Employment Agreement in consideration for Mr. Rossi agreeing to amend the Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights. ● Refer to note 6 for additional subsequent event. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment | Property and Equipment – ● Automobile 5 years |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Estimated Useful Lives of Property and Equipment | Capital assets are recorded at cost and are amortized using the straight-line method over the following estimated useful lives: ● Automobile 5 years |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following at March 31, 2021 and December 31, 2020: 2021 2020 Finished goods $ 107,143 $ 32,358 Promotional items 552 552 Raw materials 7,893 7,893 $ 115,587 $ 40,803 Prepaid inventory $ 177,745 $ - |
Promissory Notes (Tables)
Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following tables shows the balance of the notes payable as of March 31, 2021 and December 31, 2020: Balance as at December 31, 2019 $ 267,881 Reclassification 99,177 Balance as at December 31, 2020 $ 367,058 Repayment (53,847 ) Balance as at March 31, 2021 $ 313,211 |
Schedule of Secured Notes Payable | The amounts repayable under promissory notes and secured promissory notes at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Balance owing $ 313,211 $ 367,058 Less amounts due within one year (313,211 ) (367,058 ) Long-term portion $ - $ - |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Calculated Beneficial Conversion Feature | The effective rate resulted in a beneficial conversion feature greater than the proceeds. Allocated proceeds of Convertible Promissory Note $ 509,037 Conversion Price $ 0.09 Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note 5,655,967 Conversion price $ 0.098 FMV of Common Stock $ 0.263 Per Share Intrinsic Value of Beneficial Conversion Feature $ 0.165 Calculated Beneficial Conversion Feature $ 933,646 |
Changes in Cash Flows from Op_2
Changes in Cash Flows from Operating Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2021 and 2020 are as follows: 2021 2020 Decrease (increase) in accounts receivable $ 106,349 $ (24,279 ) Decrease (increase) in other receivable 135,307 1,391 Decrease (increase) in inventory and prepaid inventory (252,529 ) 17,441 Decrease (increase) in prepaid expenses and deposits (64,594 ) 8,281 Increase (decrease) in lease liability 850 (7,725 ) Increase (decrease) in payroll taxes payable 2,970 - Increase (decrease) in accounts payable and accrued liabilities (4,862 ) (44,567 ) $ (76,510 ) $ (49,458 ) |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule Right-of-use Asset | The Company’s right-of-use asset for the three month ended March 31, 2021 as follows: 2021 Right-of-use asset $ 32,757 Current lease liability $ 24,485 Long-term lease liability $ 8,272 |
Schedule of Components of Lease Expense | The components of lease expense are as follows: March 31, 2021 March 31, 2020 Amortization of right-of-use $ 5,749 $ 22,164 Interest on lease liability $ 915 $ 4,494 Total lease cost $ 6,664 $ 26,658 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2021, 2021 19.994 2022 15,551 Total future minimum lease payments 35.545 Less: amount representing interest (2.787 ) Present value of future payments 32,758 Current portion 24,485 Long term portion $ 8,272 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Exercise Price | Exercise price Number outstanding Remaining Contractual Life (Years) Expiry date $ 0.20 225,000 0.67 December 1, 2021 $ 0.20 25,349,050 0.80 February 24, 2022 $ 2.00 250,000 1.33 April 29, 2022 $ 0.10 109,757 3.91 February 25, 2025 $ 0.12 1,250,000 3.97 March 20, 2025 $ 0.20 30,499,800 1.50 October 1, 2022 57,683,607 2.03 |
Schedule of Warrants Activity | March 31, 2021 December 31, 2020 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year 12,436,301 $ 0.20 - $ - Issuance 60,697,999 $ 0.21 12,436,301 $ 0.20 Exercise (15,450,693 ) $ (0.19 ) - $ - Balance, end of period 57,683,607 $ 0.22 12,436,301 $ 0.20 |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Prior Period of Financial Statement | The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of March 31, 2020 reflected below: Common Stock Additional Paid-in Capital Share Subscriptions Receivable Share Subscription Payable Accumulated Deficit Cumulative translation adjustment Total Stockholders’ Equity (Deficit) Shares Amount Balance at March 31, 2020 46,547,749 $ 4,655 $ 9,060,739 $ (1,577 ) $ 1,178,608 $ (10,961,172 ) $ (8,580 ) $ (727,327 ) Revision 2,458,834 $ 246 $ 731,946 - $ 137,315 $ (869,507 ) - - Balance at March 31, 2020, as revised 49,006,583 $ 4,901 $ 9,792,685 $ (1,577 ) $ 1,315,923 $ (11,830,679 ) $ (8,580 ) $ (727,327 ) |
Schedule of Consolidated Statements of Operations | The Condensed Consolidated Statements of Operations has been revised to reflect the correction for the three months ended March 31, 2020 as follows: For the Three Months Ended March 31, 2020 As previously reported Revision As Revised Professional Fees $ 149,465 $ (40,000 ) $ 109,465 Total Operating Expenses $ 178,471 $ (40,000 ) $ 138,471 Loss from Operations $ (164,455 ) $ 40,000 $ (124,455 ) Net Loss $ (192,266 ) $ 40,000 $ (152,266 ) Comprehensive Loss $ (192,266 ) $ 40,000 $ (152,266 ) Loss per Share – Basic and Diluted $ (0.00 ) - $ (0.00 ) |
Basis of Presentation and Bus_2
Basis of Presentation and Business Condition (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Loss on foreign exchange | $ 29,940 | |||
Working capital | 8,438,184 | |||
Accumulated deficit | (14,089,552) | $ (12,866,033) | ||
Cash and cash equivalents | 9,311,878 | $ 1,107,812 | ||
Proceeds from offerings | 9,000,000 | |||
Warrants of shares | 57,000,000 | |||
Warrants exercise per share | $ 0.20 | |||
Warrants average share price | $ 0.30 | |||
Proceeds from sale of equity | 9,311,878 | |||
Proceeds from warrants exercises | $ 2,932,105 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Automobiles [Member] | |
Property and equipment estimated useful lives | 5 years |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 107,143 | $ 32,358 |
Promotional items | 552 | 552 |
Raw materials | 7,893 | 7,893 |
Inventory | 115,587 | 40,803 |
Prepaid inventory | $ 177,745 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) | Mar. 18, 2020 | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD ($) |
Notes payable | $ 88,120 | ||||||||||||
Other receivable | 11,058 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 9,207 | ||||||||||||
Debt instrument maturity date, description | The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term. | ||||||||||||
Secured Promissory Note [Member] | |||||||||||||
Secured debt | $ 73,452 | ||||||||||||
Debt instrument extended maturity date | Apr. 1, 2021 | ||||||||||||
Principal amount | 96,091 | 96,091 | |||||||||||
Accrued interest | 53,120 | 48,770 | |||||||||||
Secured Promissory Note [Member] | Promissory Note Holders [Member] | |||||||||||||
Principal amount | 62,905 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 5,682 | ||||||||||||
Repayment from secured debt | 62,905 | ||||||||||||
Secured Promissory Note [Member] | Canadian Dollars [Member] | |||||||||||||
Secured debt | $ 123,231 | ||||||||||||
Secured Promissory Note [Member] | Canadian Dollars [Member] | Promissory Note Holders [Member] | |||||||||||||
Principal amount | $ 80,108 | ||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||
Unsecured debt | $ 22,639 | ||||||||||||
Debt interest rate | 18.00% | 18.00% | |||||||||||
Unsecured Promissory Note [Member] | Canadian Dollars [Member] | |||||||||||||
Unsecured debt | $ 30,884 | ||||||||||||
Principal amount | 123,231 | $ 123,231 | |||||||||||
Accrued interest | $ 69,571 | $ 64,102 | |||||||||||
Secured Promissory Note One [Member] | |||||||||||||
Secured debt | $ 53,848 | $ 79,000 | |||||||||||
Debt interest rate | 12.00% | 12.00% | 18.00% | 18.00% | |||||||||
Debt instrument extended maturity date | Apr. 1, 2021 | ||||||||||||
Principal amount | 79,000 | 79,000 | |||||||||||
Accrued interest | 34,497 | 31,000 | |||||||||||
Debt instrument maturity date, description | The secured promissory notes were due in October and November 2018. | ||||||||||||
Secured Promissory Note One [Member] | 2017 Secured Promissory Notes [Member] | |||||||||||||
Debt instrument extended maturity date | Nov. 3, 2020 | ||||||||||||
Secured Promissory Note One [Member] | Canadian Dollars [Member] | |||||||||||||
Secured debt | $ 67,700 | ||||||||||||
Secured Promissory Note Two [Member] | |||||||||||||
Secured debt | $ 60,000 | ||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||
Debt instrument extended maturity date | Nov. 3, 2020 | ||||||||||||
Principal amount | 50,000 | 50,000 | |||||||||||
Accrued interest | $ 24,203 | $ 22,703 | |||||||||||
Repayment from secured debt | $ 10,000 | ||||||||||||
Debt instrument maturity date, description | The secured promissory notes are due in August and November 2018. | ||||||||||||
Secured Promissory Note Two [Member] | Minimum [Member] | |||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||
Secured Promissory Note Two [Member] | Maximum [Member] | |||||||||||||
Debt interest rate | 22.00% | 22.00% |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes payable beginning balance | $ 367,058 | $ 267,881 |
Reclassification | 99,177 | |
Repayment | (53,847) | |
Notes payable ending balance | $ 313,211 | $ 367,058 |
Promissory Notes - Schedule o_2
Promissory Notes - Schedule of Secured Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Balance owing | $ 313,211 | $ 367,058 |
Less amounts due within one year | (313,211) | (367,058) |
Long-term portion |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) | Mar. 18, 2020Days$ / shares | Feb. 25, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | May 31, 2021$ / sharesshares | Sep. 01, 2020USD ($) | Feb. 28, 2020USD ($) |
Warrants to purchase | shares | 57,000,000 | |||||||
Warrants exercise per share | $ / shares | $ 0.20 | |||||||
Number of shares issued of common stock, value | $ 2,970,621 | |||||||
Debt discount | 211,340 | $ 12,715 | ||||||
Debt conversion of shares, value | 368,320 | |||||||
Conversion price | $ / shares | $ 0.09 | |||||||
Recognized loss settlement of debt | $ 9,207 | |||||||
Share issued price per shares | $ / shares | $ 0.0001 | $ 0.09 | ||||||
Accrued interest | $ 5,654 | $ 9,960 | ||||||
Interest paid | $ 11,100 | |||||||
Debt instrument maturity date, description | The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term. | |||||||
Trading days | Days | 21 | |||||||
Conversion price, description | The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing. | |||||||
Common stock shares outstanding percentage | 4.99% | |||||||
Beneficial conversion description | The foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) | |||||||
Maximum [Member] | ||||||||
Common stock shares outstanding percentage | 9.99% | |||||||
Convertible Promissory Note [Member] | ||||||||
Issuance of common stock shares | shares | 450,000 | |||||||
Share issued price per shares | $ / shares | $ 0.27 | |||||||
Convertible Promissory Note [Member] | ||||||||
Principal amount | $ 467,500 | |||||||
Original issue discount | 41,537 | |||||||
Number of shares issued of common stock, value | 123,390 | |||||||
Debt conversion of shares, value | $ 5,655,967 | |||||||
Conversion price | $ / shares | $ 0.09 | |||||||
Proceeds from related party debt | $ 509,037 | |||||||
Warrants | 242,100 | |||||||
Beneficial conversion feature | 467,500 | |||||||
Excess of conversion feature | $ 466,146 | |||||||
Warrants [Member] | ||||||||
Issuance of common stock shares | shares | 14,559,800 | |||||||
Number of shares issued of common stock, value | $ 2,919,975 | |||||||
Debt conversion of shares | shares | 57,683,607 | |||||||
Common Stock [Member] | ||||||||
Issuance of common stock shares | shares | 30,048,199 | |||||||
Number of shares issued of common stock, value | $ 3,005 | |||||||
Debt conversion of shares, value | $ 410 | |||||||
Debt conversion of shares | shares | 4,092,431 | |||||||
Leonite Capital LLC [Member] | ||||||||
Principal amount | $ 544,425 | $ 509,037 | $ 310,322 | $ 198,715 | ||||
Issuance of common stock shares | shares | 450,000 | 450,000 | ||||||
Warrant term | 5 years | |||||||
Warrants to purchase | shares | 900,000 | |||||||
Warrants exercise per share | $ / shares | $ 0.10 | |||||||
Original issue discount | $ 44,425 | $ 41,537 | 25,322 | 16,215 | ||||
Purchase price | $ 500,000 | |||||||
Convertible debt | 467,500 | $ 285,000 | $ 182,500 | |||||
Number of shares issued of common stock, value | 123,390 | |||||||
Leonite Capital LLC [Member] | Convertible Promissory Note [Member] | ||||||||
Principal amount | 182,565 | |||||||
Debt conversion of shares, value | $ 226,839 | |||||||
Debt conversion of shares | shares | 2,520,434 | |||||||
Conversion price | $ / shares | $ 0.09 | |||||||
Recognized loss settlement of debt | $ 44,274 | |||||||
Leonite Capital LLC [Member] | Warrants [Member] | ||||||||
Debt discount | 344,110 | |||||||
Amortization of financial costs | 58,146 | 11,677 | ||||||
Leonite Capital LLC [Member] | Common Stock [Member] | ||||||||
Principal amount | $ 325,667 | |||||||
Issuance of common stock shares | shares | 4,092,431 | |||||||
Number of shares issued of common stock, value | $ 368,319 | |||||||
Debt discount | 148,027 | |||||||
Recognized loss settlement of debt | $ 42,651 | |||||||
Share issued price per shares | $ / shares | $ 0.09 | |||||||
Leonite Capital LLC [Member] | ||||||||
Principal amount | $ 0 | 183,538 | ||||||
Original issue discount | 0 | 170,823 | ||||||
Convertible debt | $ 0 | $ 12,715 | ||||||
Interest rate | 10.20% | |||||||
Lesser interest rate | 24.00% |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Calculated Beneficial Conversion Feature (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 18, 2020 | |
Conversion Price | $ 0.09 | |
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note | $ 368,320 | |
Convertible Promissory Note [Member] | ||
Conversion Price | $ 0.09 | |
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note | $ 5,655,967 | |
Calculated Beneficial Conversion Feature | 467,500 | |
Convertible Promissory Note [Member] | Beneficial Conversion Feature [Member] | ||
Allocated proceeds of Convertible Promissory Note | $ 509,037 | |
Conversion Price | $ 0.09 | |
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note | $ 5,655,967 | |
Conversion Price | $ 0.098 | |
FMV of Common Stock | 0.263 | |
Per Share Intrinsic Value of Beneficial Conversion Feature | $ 0.165 | |
Calculated Beneficial Conversion Feature | $ 933,646 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details Narrative) - USD ($) | Apr. 29, 2021 | Apr. 14, 2021 | Apr. 04, 2021 | Apr. 03, 2021 | Apr. 01, 2021 | May 24, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 23, 2021 |
Issuance of common stock value | $ 2,970,621 | |||||||||
Warrant exercised | 15,450,693 | |||||||||
Proceeds from Issuance of Private Placement | $ 9,311,878 | |||||||||
Common Stock outstanding | 162,763,986 | 49,006,583 | 76,412,359 | |||||||
Issuance of shares for services, shares | 150,000 | |||||||||
Share subscriptions payable | $ 372,131 | $ 379,428 | ||||||||
Number of warrants or rights outstanding | 57,683,607 | |||||||||
Prepaid expense | $ 31,250 | $ 31,250 | ||||||||
Stock price per share | $ 0.0001 | $ 0.09 | ||||||||
Common stock, shares authorized | 299,000,000 | 299,000,000 | 299,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 1,100,000 | 1,100,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock voting rights | Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock. | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 1,100,000 | 1,100,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Subscription Payable [Member] | ||||||||||
Issuance of common stock shares | 4,458,333 | |||||||||
Issuance of common stock value | $ 511,000 | |||||||||
Subscription Payable [Member] | March 5, 2019 [Member] | ||||||||||
Issuance of common stock shares | 4,000,000 | |||||||||
Issuance of common stock value | $ 456,000 | |||||||||
Convertible Promissory Note [Member] | ||||||||||
Issuance of common stock shares | 450,000 | |||||||||
Stock price per share | $ 0.27 | |||||||||
Consulting Services [Member] | ||||||||||
Issuance of shares for services, shares | 3,321,154 | |||||||||
Issuance of shares for services, value | $ 269,910 | |||||||||
Consulting Services One [Member] | ||||||||||
Issuance of shares for services, shares | 3,000,000 | |||||||||
Issuance of shares for services, value | $ 300,000 | |||||||||
Consulting Agreement [Member] | ||||||||||
Issuance of shares for services, value | 7,400,000 | |||||||||
Share subscriptions payable | $ 111,222 | |||||||||
Settlement Agreement [Member] | ||||||||||
Issuance of shares for services, shares | 1,240,111 | |||||||||
Issuance of shares for services, value | $ 111,610 | |||||||||
Settlement Agreement [Member] | Promissory Note Holder [Member] | ||||||||||
Warrant exercised | 790,243 | |||||||||
Issuance of shares for services, shares | 4,092,431 | |||||||||
Issuance of shares for services, value | $ 368,320 | |||||||||
Number of warrants or rights outstanding | 790,243 | |||||||||
Share Subscription Agreement [Member] | Consultant [Member] | ||||||||||
Issuance of common stock shares | 4,000,000 | |||||||||
Issuance of common stock value | $ 250,000 | |||||||||
Issuance of shares for services, shares | 4,000,000 | |||||||||
Issuance of shares for services, value | $ 125,000 | |||||||||
Debt Purchase Agreement [Member] | ||||||||||
Issuance of common stock shares | 4,100,000 | |||||||||
Issuance of common stock value | $ 457,472 | |||||||||
Settlement of debt value | $ 856,080 | |||||||||
Settlement of debt shares | 2,190,959 | |||||||||
Subsequent Event [Member] | ||||||||||
Issuance of common stock shares | 1,240,111 | 60,650 | ||||||||
Issuance of common stock value | $ 12,130 | |||||||||
Number of shares cancelled and refunded, shares | 1,850,000 | |||||||||
Warrant exercised | 26,000 | |||||||||
Issuance of shares for services, shares | 67,000 | |||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||
Issuance of common stock shares | 1,500,000 | |||||||||
Stock price per share | $ 0.10 | |||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||||
Issuance of shares for services, shares | 1,240,111 | |||||||||
Share Subscription Payable [Member] | ||||||||||
Issuance of common stock value | $ (32,700) | |||||||||
Share Subscription Payable [Member] | Consulting Services [Member] | ||||||||||
Issuance of shares for services, value | $ 241,559 | |||||||||
Share Subscription Payable [Member] | Consulting Agreement [Member] | ||||||||||
Issuance of shares for services, shares | 1,522,000 | |||||||||
Warrants [Member] | ||||||||||
Issuance of common stock shares | 14,559,800 | |||||||||
Issuance of common stock value | $ 2,919,975 | |||||||||
Common Stock [Member] | ||||||||||
Issuance of common stock shares | 30,048,199 | |||||||||
Issuance of common stock value | $ 3,005 | |||||||||
Reg-A public offering [Member] | ||||||||||
Issuance of common stock shares | 30,048,199 | |||||||||
Number of shares cancelled and refunded, shares | 15,000 | |||||||||
Number of shares cancelled and refunded | $ 1,500 | |||||||||
Share issuance cost | $ 59,160 | |||||||||
Number of warrants | 14,660,450 | |||||||||
Warrant exercised | 14,660,450 | |||||||||
Reg-A public offering [Member] | Share Subscription Payable [Member] | ||||||||||
Issuance of common stock shares | 312,000 | |||||||||
Issuance of common stock value | $ 31,200 | |||||||||
Private Placement [Member] | ||||||||||
Issuance of common stock shares | 30,819,800 | |||||||||
Proceeds from Issuance of Private Placement | $ 3,081,981 | |||||||||
Common Stock outstanding | 320,000 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Common Stock outstanding | 320,000 | |||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Issuance of common stock shares | 30,499,800 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related party loan | $ 3,940 | $ 23,393 | |
Chief Executive Officer [Member] | |||
Salaries expense | 49,783 | $ 16,126 | |
Chief Executive Officer [Member] | U.S. Based Corporation [Member] | |||
Incurred payable | 53,403 | ||
Chief Executive Officer and Director [Member] | |||
Repayments to related parties | 19,453 | ||
Related party loan | 7,317 | ||
Director [Member] | |||
Repayments to related parties | $ 50,000 |
Changes in Cash Flows from Op_3
Changes in Cash Flows from Operating Assets and Liabilities - Schedule of Changes in Operating Assets and Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Decrease (increase) in accounts receivable | $ 106,349 | $ (24,279) |
Decrease (increase) in other receivable | 135,307 | 1,391 |
Decrease (increase) in inventory and prepaid inventory | (252,529) | 17,441 |
Decrease (increase) in prepaid expenses and deposits | (64,594) | 8,281 |
Increase (decrease) in lease liability | 850 | (7,725) |
Increase (decrease) in payroll taxes payable | 2,970 | |
Increase (decrease) in accounts payable and accrued liabilities | (4,862) | (44,567) |
Changes in operating assets and liabilities | $ (76,510) | $ (49,458) |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of reserve shares of common stock for consulting services | 150,000 | |
Share issued price per shares | $ 0.0001 | $ 0.09 |
Common shares reserved for future Issuance | 250,000 | |
Supplier [Member] | March 1, 2020 [Member] | ||
Payments of legal settlement | $ 6,037 | |
Supplier [Member] | June 1, 2020 [Member] | ||
Payments of legal settlement | $ 24,148 | |
Third Party [Member] | ||
Number of reserve shares of common stock for consulting services | 100,000 | |
Share issued price per shares | $ 0.0001 |
Lease Liabilities (Details Narr
Lease Liabilities (Details Narrative) - Lease Agreement [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease, maturity date | Jul. 31, 2022 |
Monthly lease payments | $ 2,221 |
Incremental borrowing rate | 10.00% |
Lease Liabilities - Schedule Ri
Lease Liabilities - Schedule Right-of-use Asset (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use asset | $ 32,757 | $ 38,506 |
Current lease liability | 24,485 | 23,883 |
Long-term lease liability | $ 8,272 | $ 14,624 |
Lease Liabilities - Schedule of
Lease Liabilities - Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Amortization of right-of-use | $ 5,749 | $ 22,164 |
Interest on lease liability | 915 | 4,494 |
Total lease cost | $ 6,664 | $ 26,658 |
Lease Liabilities - Schedule _2
Lease Liabilities - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 19,994 | |
2022 | 15,551 | |
Total future minimum lease payments | 35,545 | |
Less: amount representing interest | (2,787) | |
Present value of future payments | 32,758 | |
Current portion | 24,485 | $ 23,883 |
Long term portion | $ 8,272 | $ 14,624 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | Apr. 01, 2021shares | May 24, 2021shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020CAD ($) | Mar. 31, 2021CAD ($) | Mar. 31, 2020USD ($) |
Loan received amount | $ 28,397 | ||||||
Stock price per share | $ / shares | $ 0.0001 | $ 0.09 | |||||
Accrued interest | $ 0 | ||||||
Loans payable | $ 28,387 | ||||||
CDN [Member] | |||||||
Loan received amount | $ 40,000 | ||||||
Loans payable | $ 40,000 | ||||||
Subsequent Event [Member] | |||||||
Number of shares issued | shares | 1,240,111 | 60,650 | |||||
Loans Payable [Member] | |||||||
Number of shares issued | shares | 1,240,111 | ||||||
Stock price per share | $ / shares | $ 0.09 | ||||||
Accrued interest | $ 1,319 | ||||||
Principal amount | 150,439 | ||||||
Interest outstanding | 7,336 | ||||||
Gain on settlement | $ 46,176 | ||||||
Debt description | The Company received $28,397 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent. | ||||||
Loan forgiveness percentage | 25.00% | ||||||
Unrelated Third Party One [Member] | |||||||
Loan received amount | $ 32,439 | ||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |||||
Unrelated Third Party Two[Member] | |||||||
Loan received amount | $ 10,000 | ||||||
Debt maturity date | Jul. 22, 2021 | Jul. 22, 2021 | |||||
Unrelated Third Party Third [Member] | |||||||
Loan received amount | $ 108,000 | ||||||
Debt maturity date | Aug. 31, 2021 | Aug. 31, 2021 | |||||
Unrelated Third Party [Member] | |||||||
Interest rate percentage | 10.00% |
Government Assistance (Details
Government Assistance (Details Narrative) - 3 months ended Mar. 31, 2021 - Canada Emergency Wage Subsidy [Member] | USD ($) | CAD ($) |
Subsidy received | $ 21,704 | |
CDN [Member] | ||
Subsidy received | $ 27,534 |
Loss per Share (Details Narrati
Loss per Share (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Earnings per share basic and diluted | $ (0.01) | $ 0 | |
Weighted average number of shares basic and diluted | 103,101,944 | 43,129,884 | |
Common stock, shares authorized | 299,000,000 | 299,000,000 | 299,000,000 |
Common stock, shares issued | 162,763,986 | 49,006,583 | 76,412,359 |
Common stock, shares outstanding | 162,763,986 | 49,006,583 | 76,412,359 |
Shares to be issued | 12,304,095 | ||
Convertible Promissory Note [Member] | |||
Conversion of stock | 2,207,946 | ||
Debt conversion of shares | 3,107,946 | ||
Warrants [Member] | |||
Conversion of stock | 57,683,607 | ||
Debt conversion of shares | 57,683,607 | ||
Common Stock [Member] | |||
Conversion of stock | 900,000 | ||
Debt conversion of shares | 900,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Apr. 03, 2021 | Apr. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 31, 2021 | Apr. 24, 2021 |
Warrants exercised | 15,450,693 | ||||||
Stock Issued | $ 241,559 | ||||||
Warrants exercise per share | $ 0.20 | ||||||
Warrants exercised cashless basis | 790,243 | ||||||
Common Stock, Shares, Issued | 162,763,986 | 49,006,583 | 76,412,359 | ||||
Warrant Agreement [Member] | |||||||
Warrants exercise per share | $ 2 | ||||||
Debt conversion of shares | 1 | ||||||
Warrant term | 5 years | ||||||
Additional warrants issued | 250,000 | ||||||
Warrant Agreement [Member] | Warrant Holder [Member] | |||||||
Additional warrants issued | 150,000 | ||||||
Subsequent Event [Member] | |||||||
Warrants exercised | 26,000 | ||||||
Warrants exercise per share | $ 0.20 | $ 0.20 | |||||
Common Stock [Member] | |||||||
Stock Issued | $ 15,450,693 | ||||||
Debt conversion of shares | 4,092,431 | ||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||
Stock Issued | $ 26,000 | ||||||
Warrants One [Member] | |||||||
Warrants exercised | 14,660,450 | ||||||
Warrants exercise per share | $ 0.20 | ||||||
Common Stock, Shares, Issued | 15,390,043 | ||||||
Warrant term | 12 months | ||||||
Warrants One [Member] | Subsequent Event [Member] | |||||||
Common Stock, Shares, Issued | 60,650 | ||||||
Warrants Two [Member] | |||||||
Warrants exercise per share | $ 0.20 | ||||||
Warrants issued | 30,499,800 | ||||||
Debt conversion of shares | 1 | ||||||
Warrant term | 18 months |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Exercise Price (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | May 31, 2021 | |
Exercise price | $ 0.20 | |
Number outstanding | 57,683,607 | |
Weighted average life (years) | 2 years 11 days | |
Warrants One [Member] | ||
Exercise price | $ 0.20 | |
Number outstanding | 225,000 | |
Weighted average life (years) | 8 months 2 days | |
Warrants maturity date | Dec. 1, 2021 | |
Warrants Two [Member] | ||
Exercise price | $ 0.20 | |
Number outstanding | 25,349,050 | |
Weighted average life (years) | 9 months 18 days | |
Warrants maturity date | Feb. 24, 2022 | |
Warrants Three [Member] | ||
Exercise price | $ 2 | |
Number outstanding | 250,000 | |
Weighted average life (years) | 1 year 3 months 29 days | |
Warrants maturity date | Apr. 29, 2022 | |
Warrants Four [Member] | ||
Exercise price | $ 0.10 | |
Number outstanding | 109,757 | |
Weighted average life (years) | 3 years 10 months 28 days | |
Warrants maturity date | Feb. 25, 2025 | |
Warrants Five [Member] | ||
Exercise price | $ 0.12 | |
Number outstanding | 1,250,000 | |
Weighted average life (years) | 3 years 11 months 19 days | |
Warrants maturity date | Mar. 20, 2025 | |
Warrants Six [Member] | ||
Exercise price | $ 0.20 | |
Number outstanding | 30,499,800 | |
Weighted average life (years) | 1 year 6 months | |
Warrants maturity date | Oct. 1, 2022 |
Warrants - Schedule of Warran_2
Warrants - Schedule of Warrants Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of warrants, Balance, beginning of year | 12,436,301 | |
Number of warrants, Issuance | 60,697,999 | 12,436,301 |
Number of warrants, Exercise | (15,450,693) | |
Number of warrants, Balance, end of period | 57,683,607 | 12,436,301 |
Weighted average price, Balance, beginning of year | $ 0.20 | |
Weighted average price, Issuance | 0.21 | 0.20 |
Weighted average price, Exercise | (0.19) | |
Weighted average price, Balance, end of period | $ .22 | $ 0.20 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Common Stock [Member] | ||
Issuance of common stock shares | 30,048,199 | |
Antidilutive Agreement [Member] | ||
Issuance of common stock shares | 2,000,000 | |
Antidilutive Agreement [Member] | Common Stock [Member] | ||
Issuance of common stock shares | 458,834 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Schedule of Prior Period of Financial Statement (Details) | Mar. 31, 2020USD ($)shares |
Balance | $ (727,327) |
Common Stock [Member] | |
Balance | $ 4,655 |
Balance, shares | shares | 46,547,749 |
Revision | $ 246 |
Revision, shares | shares | 2,458,834 |
Balance | $ 4,901 |
Balance, shares | shares | 49,006,583 |
Additional Paid-in Capital [Member] | |
Balance | $ 9,060,739 |
Revision | 731,946 |
Balance | 9,792,685 |
Share Subscriptions Receivable [Member] | |
Balance | (1,577) |
Revision | |
Balance | (1,577) |
Share Subscription Payable [Member] | |
Balance | 1,178,608 |
Revision | 137,315 |
Balance | 1,315,923 |
Accumulated Deficit [Member] | |
Balance | (10,961,172) |
Revision | (869,507) |
Balance | (11,830,679) |
Cumulative Translation Adjustment [Member] | |
Balance | (8,580) |
Revision | |
Balance | (8,580) |
Total Stockholders' Equity (Deficit) [Member] | |
Balance | (727,327) |
Revision | |
Balance | $ (727,327) |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements - Schedule of Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Professional Fees | $ 647,114 | $ 109,465 |
Total Operating Expenses | 949,255 | 138,471 |
Loss from Operations | (1,001,826) | (124,455) |
Net Loss | $ (1,223,519) | (152,266) |
Comprehensive Loss | $ (152,266) | |
Loss per Share - Basic and Diluted | $ (0.01) | $ 0 |
As Previously Reported [Member] | ||
Professional Fees | $ 149,465 | |
Total Operating Expenses | 178,471 | |
Loss from Operations | (164,455) | |
Net Loss | (192,266) | |
Comprehensive Loss | $ (192,266) | |
Loss per Share - Basic and Diluted | $ 0 | |
Revision [Member] | ||
Professional Fees | $ (40,000) | |
Total Operating Expenses | (40,000) | |
Loss from Operations | 40,000 | |
Net Loss | 40,000 | |
Comprehensive Loss | $ 40,000 | |
Loss per Share - Basic and Diluted |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 03, 2021 | Apr. 29, 2021 | Apr. 14, 2021 | Apr. 04, 2021 | Apr. 03, 2021 | Apr. 03, 2021 | Apr. 01, 2021 | May 24, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 31, 2021 |
Warrants exercised | 15,450,693 | |||||||||||
Warrants exercise per share | $ 0.20 | |||||||||||
Stock Issued | $ 241,559 | |||||||||||
Issuance of shares for services, shares | 150,000 | |||||||||||
Share price | $ 0.0001 | $ 0.09 | ||||||||||
Common Stock [Member] | ||||||||||||
Stock Issued | $ 15,450,693 | |||||||||||
Issuance of common stock shares | 30,048,199 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Warrants exercised | 26,000 | |||||||||||
Warrants exercise per share | $ 0.20 | $ 0.20 | ||||||||||
Issuance of shares for services, shares | 67,000 | |||||||||||
Issuance of common stock shares | 1,240,111 | 60,650 | ||||||||||
Stock Repurchase | 1,850,000 | |||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||
Issuance of shares for services, shares | 343,506,971 | |||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||
Issuance of common stock shares | 1,500,000 | |||||||||||
Share price | $ 0.10 | |||||||||||
Warrant term | 18 months | |||||||||||
Subsequent Event [Member] | Private Placement Agreement [Member] | ||||||||||||
Warrants exercise per share | $ 0.20 | |||||||||||
Issuance of common stock shares | 10,000,000 | |||||||||||
Share price | $ 0.10 | |||||||||||
Purchase price | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Stock Issued | $ 26,000 |