Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-32863 | |
Entity Registrant Name | EESTech, Inc | |
Entity Central Index Key | 0001138867 | |
Entity Tax Identification Number | 33-0922627 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Suite 417 | |
Entity Address, Address Line Two | 241 Adelaide Street | |
Entity Address, City or Town | Brisbane | |
Entity Address, Country | AU | |
Entity Address, Postal Zip Code | 4000 | |
City Area Code | 061 | |
Local Phone Number | 417 079 299 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 274,331,884 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 340,380 | $ 642,456 |
Prepaid expenses | 68,858 | 17,834 |
Other receivables | 28,472 | 17,644 |
Total current assets | 437,710 | 677,934 |
OTHER NON-CURRENT ASSETS | ||
Property and equipment, net | 54,475 | 31,978 |
Total non-current assets | 54,475 | 31,978 |
Total assets | 492,185 | 709,912 |
Current liabilities: | ||
Accounts payable | 364,425 | 317,772 |
Accrued expenses | 164,281 | 224,903 |
Total current liabilities | 528,706 | 542,675 |
Stockholders’ equity (deficit): | ||
Common Stock, $0.001 par value, 450,000,000 shares authorized; and 273,631,884 shares issued and outstanding at March 31, 2023 and 273,289,914 as at December 31, 2022, respectively | 274,807 | 274,465 |
Additional paid-in capital | 38,362,040 | 38,323,704 |
Accumulated deficit | (36,000,095) | (35,773,722) |
Accumulated comprehensive loss | (1,570,499) | (1,569,183) |
Total stockholders’ equity attributable to EESTech Inc. | 1,066,253 | 1,255,264 |
Non-Controlling Interest in Subsidiaries | (1,102,774) | (1,088,027) |
Total stockholders’ equity (deficit) | (36,521) | 167,237 |
Total liabilities and stockholders’ equity | $ 492,185 | $ 709,912 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 450,000,000 | 450,000,000 |
Common stock, issued | 273,631,884 | 273,289,914 |
Common stock, outstanding | 273,631,884 | 273,289,914 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue recognized from contracts with customers | $ 120,340 | $ 13,861 |
Operating expenses: | ||
General administrative | (361,460) | (281,850) |
Total operating expenses | (361,460) | (281,850) |
Loss from operations | (241,120) | (267,989) |
Other income (expense): | ||
Unrealized FX gain/(loss) on translation | ||
Net loss | (241,120) | (267,989) |
Other comprehensive loss: | ||
Other comprehensive loss, net of tax | (1,316) | (16,142) |
Total comprehensive loss | (242,436) | (284,131) |
Net loss is attributable to: | ||
Owners of EESTech, Inc. | (226,373) | (296,645) |
Non-Controlling Interests | (14,747) | 28,656 |
Total comprehensive loss for the year is attributable to: | ||
Owners of EESTech, Inc. | (227,689) | (312,787) |
Non-Controlling Interests | $ (14,747) | $ 28,656 |
Net loss per share | $ (0.001) | $ (0.001) |
Weighted average number of common shares outstanding – basic and diluted | 273,429,100 | 240,490,189 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 240,175 | $ 36,947,291 | $ (34,682,133) | $ (1,550,394) | $ (954,939) | $ (997,577) | $ (42,638) |
Beginning balance (in shares) at Dec. 31, 2021 | 239,001,760 | ||||||
Issuance of stock for Cash | $ 8,701 | 339,349 | 348,050 | 348,050 | |||
Issuance of stock for Cash (in shares) | 8,701,246 | ||||||
Issuance of stock for Services | $ 616 | 15,353 | 15,969 | 15,969 | |||
Issuance of stock for Services (in shares) | 616,250 | ||||||
Net Loss | (296,645) | (296,645) | 28,656 | (267,989) | |||
Adjustment for foreign currency translations | (16,142) | (16,142) | (16,142) | ||||
Ending balance, value at Mar. 31, 2022 | $ 249,492 | 37,301,993 | (34,978,778) | (1,566,536) | 1,006,171 | (968,921) | 37,250 |
Ending balance (in shares) at Mar. 31, 2022 | 248,319,256 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 240,175 | 36,947,291 | (34,682,133) | (1,550,394) | (954,939) | (997,577) | (42,638) |
Beginning balance (in shares) at Dec. 31, 2021 | 239,001,760 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 274,465 | 38,323,704 | (35,773,722) | (1,569,183) | 1,255,264 | (1,088,027) | $ 167,237 |
Ending balance (in shares) at Dec. 31, 2022 | 273,289,914 | 273,289,914 | |||||
Issuance of stock for Cash | $ 192 | 25,646 | 25,838 | $ 25,838 | |||
Issuance of stock for Cash (in shares) | 191,970 | ||||||
Issuance of stock for Services | $ 150 | 12,690 | 12,840 | 12,840 | |||
Issuance of stock for Services (in shares) | 150,000 | ||||||
Net Loss | (226,373) | (226,373) | (14,747) | (241,120) | |||
Adjustment for foreign currency translations | (1,316) | (1,316) | (1,316) | ||||
Ending balance, value at Mar. 31, 2023 | $ 274,807 | $ 38,362,040 | $ (36,000,095) | $ (1,570,499) | $ 1,066,253 | $ (1,102,774) | $ (36,521) |
Ending balance (in shares) at Mar. 31, 2023 | 273,631,884 | 273,631,884 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (241,120) | $ (267,989) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 5,138 | 3,301 |
Shares issued for services and settlement of liabilities | 12,840 | 15,969 |
Changes in assets and liabilities: | ||
Increase/(Decrease) in accruals | (60,622) | 17,301 |
Increase in other receivables | (10,828) | 6,600 |
Decrease in prepaid expenses | (51,024) | 18,128 |
Increase in accounts payable | 46,653 | 7,477 |
Net cash used in operations | (298,963) | (199,213) |
Cash flows used by investing activities: | ||
Acquisition of plant and equipment | (27,926) | (427) |
Investment in EESTech Europe | (1) | |
Net cash used by investing activities | (27,927) | (427) |
Cash flows from financing activities: | ||
Issuance of common stock | 25,838 | 348,050 |
Loan repaid to shareholder | (21,539) | |
Net cash from financing activities | 25,838 | 326,511 |
Comprehensive gain (loss) on translation | (1,024) | (16,882) |
Net increase/(decrease) in cash | (302,076) | 109,989 |
Cash, beginning of period | 642,456 | 416,811 |
Cash, end of period | 340,380 | 526,800 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of stock for services and extinguishment of debt | $ 12,840 | $ 15,969 |
BASIS OF PRESENTATION, ORGANIZA
BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS | 1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS (a) Organization and nature of operations EESTech, Inc and subsidiaries (the “Company,” “we,” or “our”) promotes economically and environmentally sustainable technologies to the world’s mining and minerals processing industry. The Company has developed waste management solutions that enables the recycling of mine site waste and process slag to recover targeted materials of value. EESTech believes its process capabilities and technologies will deliver a paradigm shift in how mineral resources are processed. The Company’s mineral processing capabilities have been developed to significantly reduce cost, increase productivity, reduce energy requirements, eliminate polluting leachates, transform hazardous waste liabilities into products of value with zero-waste outcomes, and significantly reduce the carbon footprint of mineral resource processing. ● The Company was formed on 26 th th ● EESTech Australia Pty Ltd, ACN 103 011 696, was registered on 2 nd 73 27 ● EESTech Inc Limited, incorporation number 6341030, New Zealand, was incorporated on 19 th 100 ● EESTech Management Services (Pty) Ltd, number 2016 / 410087 / 07 South Africa, was registered on the 20 th 100 ● E’Prime Alloys LLC, ID 2019-000867434, was registered on 23 rd 100 ● Environmental Management Solutions LLC, File number 5324412, was formed on 11 th 100 ● EESTech Europe Holdings B. V., RSIN 863725144 was registered on 10 th 100 (b) Basis of Preparation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, the Company believes that the disclosures made are adequate to make that information not misleading. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, included in our Form 10 filed with the SEC on March 15, 2023. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) The Company has incurred significant losses since inception and expects to continue to incur losses as we advance our tests and development of technologies. The Company had an accumulated deficit of $ 36.0 The above conditions give rise to a material uncertainty which may cast substantial doubt on the Company’s ability to continue as a going concern. Notwithstanding the above, management of the Company considers it appropriate to prepare the financial statements on a going concern basis after having regard to the Company being award a 10+year contract with Samancor in 2019 and having completed a number of commercial work orders for its services with Sasol as the parties continue to work on pre-contract trials. The Company expects in the near future it will no longer be required to raise working capital through equity placements as the Company will have reached a market point where cash flows will be realized through its commercial and operational activities. Should the Company be unable to continue as a going concern, it may be required to realize its assets and liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. These financial statements do not give effect to any adjustments, which could be necessary, should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business, and at amounts different from those reflected in the financial statements. COVID-19 The rapid global spread of the COVID-19 virus since December 2019 has affected production and sales, and disrupted supply chains across a range of industries. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a “pandemic”, or a worldwide spread of a new disease. On May 5, 2023, the World Health Organization declared that COVID-19 no longer constitutes a public health emergency. To date, the primary impact of COVID-19 experienced by the Company was a delay in the Environmental Impact Assessment (EIA) for the Samancor project completion and approval, which took more than one year rather than the typical few months. EESTech Inc do not anticipate any further future impact from COVID-19 on the Company’s operations and financial performance. Where there have been supply chain logistics and production delays from factory shutdowns by suppliers during COVID-19, which have had an ongoing impact, the Company has extended expected delivery timelines within its scope of works and construction timeframes to offset the possible impact of any future delays. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The financial statements have been consolidated with the parent company and all inter-company transactions and balances have been eliminated in consolidation. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognized directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. (b) Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with US GAAP requires management to make certain judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company has only used estimates for useful lives for depreciation, deferred income tax assets and liabilities and relatively minor accruals when they are not in possession of actual invoices after the balance date. The Company accounts for all its foreign subsidiaries on the same basis. Actual results could differ from those estimates. (c) Revenue Recognition Revenue in EESTech currently relates to the ongoing R&D process with Sasol as EESTech has taken on testing of excess fine coal agglomeration. Revenues are recognized when the control of the promised goods and services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the five following steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its arrangements: ● Identify the contract with the customer, ● Identify the performance obligations in the contract, ● Determine the transaction price, ● Allocate the transaction price to performance obligations in the contract, and ● Recognize revenue as the performance obligation is satisfied. The Company estimates the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than at a point in time. (d) Goods and Services Tax (“GST”) and other similar taxes Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognized as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable of payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. (e) Cash Cash includes short-term investments that are readily convertible into cash with original maturities of three months or less. (f) Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is three seven no (g) Borrowings Loans and borrowings (including to related parties) are initially recognized at the fair value of the consideration received, net of transaction costs. (h) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that Australia is the Company’s only major tax jurisdiction. (i) Net Loss per Share Net loss per share is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of loss per share pursuant to the two-class method. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Basic and diluted net loss attributable to common holders per share are presented in conformity with the two-class method required for participating securities as the convertible preferred stock are considered participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the three months ended March 31, 2023 and 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Warrants outstanding at March 31, 2023 Number of shares warrants will convert to 1,351,785 1,351,785 (j) Non-Controlling Interests Non-controlling interests (“NCI”) are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. (k) Segment Information FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The Company is organized as a single operating segment, whereby its chief operating decision maker assess the performance of and allocates resources to the business as a whole. (l) Share capital The Company records proceeds from share issuances net of issuance costs. Par value is recorded at its rate of 0.001 The Company has issued freestanding warrants to purchase shares of common stock. The warrants are recorded as equity instruments at the grant date fair value using the Black-Scholes option pricing model and are not subject to revaluation at each balance sheet date. The Company records compensation expense related to stock options issue to nonemployees, including consultants based on the fair value of the stock options calculated using the Black-Scholes option pricing model over the service performance period as the equity instruments vest. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determining the fair value of share based awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility – Expected Term – Risk-Free Interest Rate Dividend Yield - (m) Fair value of financial instruments Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy for disclosure of fair value measurements as follows: ● Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities and have the highest priority. ● Level 2 valuations are based on quoted prices in markets that are not active. ● Level 3 valuations are based on inputs that are unobservable and supported by little or no market activity. (n) Foreign Currency Translation The reporting currency of the Group is United State Dollars. The functional currency of the Company’s foreign operations is Australian Dollars. The Company translates the foreign currency financial statements of its foreign operations in accordance with generally accepted accounting principles by translating balance sheet accounts at the appropriate historical or current exchange rate on the balance sheet date and the income statement accounts using the prevailing exchange rates at the transaction date. Translation gains and losses are recorded in stockholders’ equity and realized gains and losses are reflected in operations. The translation exchange gain for the three month period ended March 31, 2023, was $ 2,011 3,972 (o) Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for operations, studies, compensation and consulting costs. (p) Newly Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (q) Accounting Standards Not Yet Implemented In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangement, which addresses the accounting by private companies and certain not-for-profit entities (NFPs) for common control leases and amends the accounting for leasehold improvements in common-control arrangements for all entities. This ASU offers: 1) private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification (Issue 1) and 2) amends the accounting for leasehold improvements in common-control arrangements for all entities (Issue 2). The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statement that have not yet been made available. The Company does not have any leases so expects there will be no impact on its consolidated financial statements upon adoption from 1 January 2024. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including the interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the potential impact the adoption may have on our consolidated financial statements. |
OTHER RECEIVABLES
OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
OTHER RECEIVABLES | 3. OTHER RECEIVABLES Other receivables consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Advances to related parties 13,834 13,963 GST Receivable 14,638 3,681 Total Other Receivables 28,472 17,644 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: Computers Plant & Equipment Lab Equipment TOTAL $ $ $ $ Balance at 1 January 2022 4,107 13,188 22,509 39,804 Additions 2,965 — 5,187 8,152 Impact of foreign exchange (362) — (1,690) (2,052) Depreciation (2,783) (4,937) (6,206) (13,926) Balance at 31 December 2022 3,926 8,251 19,801 31,978 Additions — — 27,926 27,926 Impact of foreign exchange (10) — (281) (291) Depreciation (784) (1,217) (3,137) (5,138) Balance at 31 March 2023 3,132 7,034 44,309 54,475 Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is three seven no |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | 5. ACCOUNTS PAYABLE Accounts payable consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Amounts due for consulting costs to related parties/Directors 329,495 299,907 Amounts due to suppliers 34,930 17,865 Total Accounts Payable 364,425 317,772 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 6. ACCRUED EXPENSES Accrued expenses consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Amounts due to related parties/Directors 83,900 71,138 Amounts due to suppliers 80,381 153,765 Total Accrued Expenses 164,281 224,903 |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock | |
COMMON STOCK | 7. COMMON STOCK During the three month period ended March 31, 2023, the Company raised $ 25,838 191,970 During the three month period ended March 31, 2023, the Company issued 150,000 12,840 During the three month period ended March 31, 2023, the Company did not issue any shares in lieu of invoices received. During the fiscal year ended December 31, 2022, the Company raised $ 1,314,060 31,909,424 During the fiscal year ended December 31, 2022, the Company issued 2,287,480 94,362 During the fiscal year ended December 31, 2022, the Company issued 91,250 2,281 Warrants The Company has historically issued warrants to purchase 1,737,499 0.035 seven 1,351,785 The fair value of the warrants was determined using the Black-Scholes option-pricing method, with the following assumptions: Warrants Fair market value of common stock $0.035 Expected dividend yield -% Risk-free interest rate 0.12% Expected volatility 27.29% Expected term (in years) 7 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
INCOME TAXES | 8. INCOME TAXES The components of net deferred taxes consisted of the following at March 31, 2023 and December 31, 2022: MARCH 31, 2023 DECEMBER 31, 2022 $’000 $’000 Deferred tax assets: Net operating loss carry-forward 7,540 7,592 Gross deferred tax assets 7,540 7,592 Less valuation allowance (7,539 ) (7,578 ) Total deferred tax assets 1 14 Deferred tax liabilities: Depreciation (1) (14) Net deferred tax assets — — The Company has provided a full valuation allowance on the net deferred tax assets. The valuation allowance increased by $ 0.04 million 0.5 million The Company utilizes ASC 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At March 31, 2023, and December 31, 2022, valuation allowances for the full amount of the net deferred tax asset were established due to the uncertainties as to the amount of the taxable income that would be generated in future years. Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows: Schedule of The Differences Between the Statutory Tax Rate and Effective Income Tax Rate MARCH 31, 2023 DECEMBER 31, 2022 Statutory federal tax (benefit) rate ( 21.00 )% ( 21.00 )% Statutory foreign tax (benefit) rate ( 25.00 )% ( 25.00 )% Weighted average effective tax rate ( 23.00 )% ( 21.00 )% Valuation allowance 23.00 % 21.00 % Effective income tax rate 0.00 % 0.00 % The Company had available approximately $ 34.9 35.2 The future utilization of the Company’s NOL and tax credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of changes in ownership by stockholders that hold 5% or more of the Company’s common stock. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the nation. The Company is not currently under audit by the Internal Revenue Service or other similar state and local authorities. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | 9. REVENUE Revenue was first recorded in EESTech in the third quarter of FY 2021. It relates to the ongoing R&D process with Sasol as EESTech has taken on testing of excess fine coal agglomeration. As at 31 December 2021, revenue was immaterial but it increased throughout FY2022 with the ongoing completion of the testing process and a subsequent purchase order raised, under the same arrangement, in July 2022 for $ 417,414 35,500 Revenue is based on completion of 3 stages of the fine coal agglomeration, and a 2 phase project rollout. Each stage is deemed to be a distinct performance obligation. The 5 stages are as follows: 1) Evaluation of agglomerates to confirm suitability for gasfication – EESTech will be provided with 2 tonnes of fine coal by Sasol for test work from which the Company must produce agglomerates meeting Sasol’s expectations along with providing a basic analysis of the agglomerated material. The Company has fulfilled their requirements of this stage during FY2021, and has recognized revenue related to this performance obligation. 2) A proposal from EESTech on the business model – If stage 1 produces suitable agglomerates which pass Sasol’s testing, EESTech will be required to develop a full proposal on a 200 kilo tonnes per annum scale project including a detailed business model. The Company has provided the proposal which Sasol has deemed appropriate and thus fulfilled their requirements of this performance obligation and recognized the corresponding revenue during FY2021. 3) Full scale demonstration in a commercial gasifier – Stage 3 entails EESTech to manufacture about 1,000 tonnes of agglomerates to enable a commercial scale demonstration. As at December 31, 2021, this stage had not yet been completed by the Company and hence, Sasol had not been invoiced for payment at year-end. However, the requirements of this stage were satisfied subsequent to year-end and has therefore been received and recognized as revenue in March 2022. 4) A comprehensive conceptual engineering design study for Phase 1 of the two Phase project rollout. Phase 1 comprising the installation of a fine coal briquetting train with a processing capacity of approximately 580ktpa at Sasol’s East facility and then Phase 2 of a similar sized extrusion train at Sasol’s West facility. During FY2022, EESTech has received three payments, each of $ 83,483 5) Final draft scope of services for work that it deems necessary for the next engineering stage of phase 2. A further and final payment of $ 83,483 35,500 Once each stage is complete, an invoice is raised, and the revenue is recognized at a point in time, upon completion of each stage, which represents a distinct performance obligation. Each stage has been deemed a distinct performance obligation since the agreement between EESTech and Sasol is such that the customer can begin benefitting from the results provided by the Company after completion of each stage, or, if the customer should see no further benefit, cancel the remaining stages. Payment for each invoice is typically due 7 days from the date of invoice. There are no warranties or rights of return under this contract. Costs relating to the completion of the contract are recognized as incurred in line with each stage. Costs are minimal and mainly relate to lab hire and small lab expenses. Larger laboratory expenses have been capitalized and are being depreciated in line with the depreciation policy. The breakdown of opening and closing revenue for the year from contracts is noted below: Sasol ($) Opening balance of Contract Revenue at 1 January 2022 14,130 New Contracts 456,914 Revenue recognized on Contracts for performance obligations satisfied (296,229) Difference arising on translation of foreign currency (7,849) Closing balance of Contract Revenue at 31 December 2022 166,966 Additional fees for existing contract 35,500 Revenue recognized on Contracts for performance obligations satisfied (120,340) Difference arising on translation of foreign currency 1,357 Closing balance of Contract Revenue at 31 March 2023 83,483 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 10. NET LOSS PER SHARE The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. March 31, 2023 March 31, 2022 $ $ Loss attributable to ordinary shareholders (226,373 ) (296,645 ) Weighted average number of ordinary shares at 1 January 255,858,014 205,677,834 Effect of shares issued in period 17,571,085 34,812,355 Weighted average number of ordinary shares at 31 March 273,429,100 240,490,189 Loss per share (0.001 ) (0.001 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS (a) Due from related parties During the period ended March 31, 2023 the Company provided advances to two directors in the form of credit cards to be able to pay for any expenses. As at March 31, 2023, balances on account from related parties were $ 13,834 13,963 (b) Due to related parties As at March 31, 2023, balances owing to related parties were $ 413,395 371,045 |
ISSUANCE OF SHARES TO EXTINGUIS
ISSUANCE OF SHARES TO EXTINGUISH DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Issuance Of Shares To Extinguish Debt | |
ISSUANCE OF SHARES TO EXTINGUISH DEBT | 12. ISSUANCE OF SHARES TO EXTINGUISH DEBT The Company, on occasion, uses shares to extinguish debt. This can be in the form of an invoice or services received. Where an invoice has been received, the shares are valued at the quoted market value on the day of settlement. Any difference between the value of the shares and the net carrying amount of the extinguished debt is recognized in income of the period of extinguishment as losses or gains. For the three month period ended March 31, 2023, no such shares were issued so no gain or loss was recognized. For the year ended December 31, 2022, a gain of $ 1,347 Where shares are issued for services rendered, the Black-Scholes method of valuation is applied and the expense is straight lined over the period of service received. During the three month period ended March 31, 2023, the Company did not issue any shares of common stock for the extinguishment of debt (2022: Company issued 91,250 2,281 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its corporate offices under a month-to-month agreement, and under an operating lease that is renewable annually and expires in December 2023. Rent expense for office space amounted to approximately $ 660 Legal Matters From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. To date, the Company had no material pending legal proceedings. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The financial statements have been consolidated with the parent company and all inter-company transactions and balances have been eliminated in consolidation. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognized directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. |
Use of Estimates | (b) Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with US GAAP requires management to make certain judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company has only used estimates for useful lives for depreciation, deferred income tax assets and liabilities and relatively minor accruals when they are not in possession of actual invoices after the balance date. The Company accounts for all its foreign subsidiaries on the same basis. Actual results could differ from those estimates. |
Revenue Recognition | (c) Revenue Recognition Revenue in EESTech currently relates to the ongoing R&D process with Sasol as EESTech has taken on testing of excess fine coal agglomeration. Revenues are recognized when the control of the promised goods and services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the five following steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its arrangements: ● Identify the contract with the customer, ● Identify the performance obligations in the contract, ● Determine the transaction price, ● Allocate the transaction price to performance obligations in the contract, and ● Recognize revenue as the performance obligation is satisfied. The Company estimates the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than at a point in time. |
Goods and Services Tax (“GST”) and other similar taxes | (d) Goods and Services Tax (“GST”) and other similar taxes Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognized as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable of payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. |
Cash | (e) Cash Cash includes short-term investments that are readily convertible into cash with original maturities of three months or less. |
Property and Equipment | (f) Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is three seven no |
Borrowings | (g) Borrowings Loans and borrowings (including to related parties) are initially recognized at the fair value of the consideration received, net of transaction costs. |
Income Taxes | (h) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that Australia is the Company’s only major tax jurisdiction. |
Net Loss per Share | (i) Net Loss per Share Net loss per share is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of loss per share pursuant to the two-class method. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Basic and diluted net loss attributable to common holders per share are presented in conformity with the two-class method required for participating securities as the convertible preferred stock are considered participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the three months ended March 31, 2023 and 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Warrants outstanding at March 31, 2023 Number of shares warrants will convert to 1,351,785 1,351,785 |
Non-Controlling Interests | (j) Non-Controlling Interests Non-controlling interests (“NCI”) are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. |
Segment Information | (k) Segment Information FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The Company is organized as a single operating segment, whereby its chief operating decision maker assess the performance of and allocates resources to the business as a whole. |
Share capital | (l) Share capital The Company records proceeds from share issuances net of issuance costs. Par value is recorded at its rate of 0.001 The Company has issued freestanding warrants to purchase shares of common stock. The warrants are recorded as equity instruments at the grant date fair value using the Black-Scholes option pricing model and are not subject to revaluation at each balance sheet date. The Company records compensation expense related to stock options issue to nonemployees, including consultants based on the fair value of the stock options calculated using the Black-Scholes option pricing model over the service performance period as the equity instruments vest. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determining the fair value of share based awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility – Expected Term – Risk-Free Interest Rate Dividend Yield - |
Fair value of financial instruments | (m) Fair value of financial instruments Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy for disclosure of fair value measurements as follows: ● Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities and have the highest priority. ● Level 2 valuations are based on quoted prices in markets that are not active. ● Level 3 valuations are based on inputs that are unobservable and supported by little or no market activity. |
Foreign Currency Translation | (n) Foreign Currency Translation The reporting currency of the Group is United State Dollars. The functional currency of the Company’s foreign operations is Australian Dollars. The Company translates the foreign currency financial statements of its foreign operations in accordance with generally accepted accounting principles by translating balance sheet accounts at the appropriate historical or current exchange rate on the balance sheet date and the income statement accounts using the prevailing exchange rates at the transaction date. Translation gains and losses are recorded in stockholders’ equity and realized gains and losses are reflected in operations. The translation exchange gain for the three month period ended March 31, 2023, was $ 2,011 3,972 |
Research and Development | (o) Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for operations, studies, compensation and consulting costs. |
Newly Adopted Accounting Standards | (p) Newly Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Accounting Standards Not Yet Implemented | (q) Accounting Standards Not Yet Implemented In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangement, which addresses the accounting by private companies and certain not-for-profit entities (NFPs) for common control leases and amends the accounting for leasehold improvements in common-control arrangements for all entities. This ASU offers: 1) private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification (Issue 1) and 2) amends the accounting for leasehold improvements in common-control arrangements for all entities (Issue 2). The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statement that have not yet been made available. The Company does not have any leases so expects there will be no impact on its consolidated financial statements upon adoption from 1 January 2024. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including the interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the potential impact the adoption may have on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Warrants outstanding at March 31, 2023 Number of shares warrants will convert to 1,351,785 1,351,785 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Other receivables consist of the following: | Other receivables consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Advances to related parties 13,834 13,963 GST Receivable 14,638 3,681 Total Other Receivables 28,472 17,644 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: Computers Plant & Equipment Lab Equipment TOTAL $ $ $ $ Balance at 1 January 2022 4,107 13,188 22,509 39,804 Additions 2,965 — 5,187 8,152 Impact of foreign exchange (362) — (1,690) (2,052) Depreciation (2,783) (4,937) (6,206) (13,926) Balance at 31 December 2022 3,926 8,251 19,801 31,978 Additions — — 27,926 27,926 Impact of foreign exchange (10) — (281) (291) Depreciation (784) (1,217) (3,137) (5,138) Balance at 31 March 2023 3,132 7,034 44,309 54,475 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable consist of the following: | Accounts payable consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Amounts due for consulting costs to related parties/Directors 329,495 299,907 Amounts due to suppliers 34,930 17,865 Total Accounts Payable 364,425 317,772 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses consist of the following: | Accrued expenses consist of the following: MARCH 31, 2023 DECEMBER 31, 2022 $ $ Amounts due to related parties/Directors 83,900 71,138 Amounts due to suppliers 80,381 153,765 Total Accrued Expenses 164,281 224,903 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock | |
The fair value of the warrants was determined using the Black-Scholes option-pricing method, with the following assumptions: | The fair value of the warrants was determined using the Black-Scholes option-pricing method, with the following assumptions: Warrants Fair market value of common stock $0.035 Expected dividend yield -% Risk-free interest rate 0.12% Expected volatility 27.29% Expected term (in years) 7 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
The components of net deferred taxes consisted of the following at March 31, 2023 and December 31, 2022: | The components of net deferred taxes consisted of the following at March 31, 2023 and December 31, 2022: MARCH 31, 2023 DECEMBER 31, 2022 $’000 $’000 Deferred tax assets: Net operating loss carry-forward 7,540 7,592 Gross deferred tax assets 7,540 7,592 Less valuation allowance (7,539 ) (7,578 ) Total deferred tax assets 1 14 Deferred tax liabilities: Depreciation (1) (14) Net deferred tax assets — — |
Schedule of The Differences Between the Statutory Tax Rate and Effective Income Tax Rate | Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows: Schedule of The Differences Between the Statutory Tax Rate and Effective Income Tax Rate MARCH 31, 2023 DECEMBER 31, 2022 Statutory federal tax (benefit) rate ( 21.00 )% ( 21.00 )% Statutory foreign tax (benefit) rate ( 25.00 )% ( 25.00 )% Weighted average effective tax rate ( 23.00 )% ( 21.00 )% Valuation allowance 23.00 % 21.00 % Effective income tax rate 0.00 % 0.00 % |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
The breakdown of opening and closing revenue for the year from contracts is noted below: | The breakdown of opening and closing revenue for the year from contracts is noted below: Sasol ($) Opening balance of Contract Revenue at 1 January 2022 14,130 New Contracts 456,914 Revenue recognized on Contracts for performance obligations satisfied (296,229) Difference arising on translation of foreign currency (7,849) Closing balance of Contract Revenue at 31 December 2022 166,966 Additional fees for existing contract 35,500 Revenue recognized on Contracts for performance obligations satisfied (120,340) Difference arising on translation of foreign currency 1,357 Closing balance of Contract Revenue at 31 March 2023 83,483 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. | The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. March 31, 2023 March 31, 2022 $ $ Loss attributable to ordinary shareholders (226,373 ) (296,645 ) Weighted average number of ordinary shares at 1 January 255,858,014 205,677,834 Effect of shares issued in period 17,571,085 34,812,355 Weighted average number of ordinary shares at 31 March 273,429,100 240,490,189 Loss per share (0.001 ) (0.001 ) |
BASIS OF PRESENTATION, ORGANI_2
BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated deficit | $ (36,000,095) | $ (35,773,722) |
EES Tech Australia Pty Ltd [Membe] | ||
Ownership percentage | 73% | |
Albatross Equity investment Limited Holding [Member] | AUSTRALIA | ||
Ownership percentage | 27% | |
EES Tech Inc Limited [Member] | NEW ZEALAND | ||
Ownership percentage | 100% | |
EES Tech Management Services [Member] | Africa [Member] | ||
Ownership percentage | 100% | |
E Prime Alloys LLC [Member] | ||
Ownership percentage | 100% | |
Environmental Management Solutions Llc [Member] | ||
Ownership percentage | 100% | |
EES Tech Europe Holdings [Member] | ||
Ownership percentage | 100% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] (Details) | Mar. 31, 2023 shares |
Warrant [Member] | |
Outstanding warrants | 1,351,785 |
Common Stock [Member] | |
Warrants outstanding converted to comman stock | 1,351,785 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Capital lease | $ 0 | |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Translation exchange gain | $ 2,011 | $ 3,972 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years |
Other receivables consist of th
Other receivables consist of the following: (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Advances to related parties | $ 13,834 | $ 13,963 |
GST Receivable | 14,638 | 3,681 |
Total Other Receivables | $ 28,472 | $ 17,644 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Balance at 31 December 2022 | $ 31,978 | $ 39,804 |
Additions | 27,926 | 8,152 |
Impact of foreign exchange | (291) | (2,052) |
Depreciation | (5,138) | (13,926) |
Balance at 31 March 2023 | 54,475 | 31,978 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at 31 December 2022 | 3,926 | 4,107 |
Additions | 2,965 | |
Impact of foreign exchange | (10) | (362) |
Depreciation | (784) | (2,783) |
Balance at 31 March 2023 | 3,132 | 3,926 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at 31 December 2022 | 8,251 | 13,188 |
Additions | ||
Impact of foreign exchange | ||
Depreciation | (1,217) | (4,937) |
Balance at 31 March 2023 | 7,034 | 8,251 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balance at 31 December 2022 | 19,801 | 22,509 |
Additions | 27,926 | 5,187 |
Impact of foreign exchange | (281) | (1,690) |
Depreciation | (3,137) | (6,206) |
Balance at 31 March 2023 | $ 44,309 | $ 19,801 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) | Mar. 31, 2023 USD ($) |
Property, Plant and Equipment [Line Items] | |
Capital lease | $ 0 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Accounts payable consist of the
Accounts payable consist of the following: (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Amounts due for consulting costs to related parties/Directors | $ 329,495 | $ 299,907 |
Amounts due to suppliers | 34,930 | 17,865 |
Total Accounts Payable | $ 364,425 | $ 317,772 |
Accrued expenses consist of the
Accrued expenses consist of the following: (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Amounts due to related parties/Directors | $ 83,900 | $ 71,138 |
Amounts due to suppliers | 80,381 | 153,765 |
Total Accrued Expenses | $ 164,281 | $ 224,903 |
The fair value of the warrants
The fair value of the warrants was determined using the Black-Scholes option-pricing method, with the following assumptions: (Details) - Warrant [Member] | Mar. 31, 2023 $ / shares |
Fair market value of common stock | $ 0.035 |
Expected dividend yield | 0% |
Risk-free interest rate | 0.12% |
Expected volatility | 27.29% |
Expected term (in years) | 7 years |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Value of shares issued | $ 12,840 | $ 15,969 | |
Invoices Receivable [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Value of shares issued | $ 2,281 | ||
Number of shares issued | 91,250 | ||
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Value of shares issued | $ 150 | $ 616 | |
Number of shares issued | 150,000 | 616,250 | |
Common Stock [Member] | Services Receivable [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Value of shares issued | $ 12,840 | $ 94,362 | |
Number of shares issued | 150,000 | 2,287,480 | |
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase of warrants | 1,737,499 | ||
Exercise price, per share | $ 0.035 | ||
Warrants terms | 7 years | ||
Outstanding warrants | 1,351,785 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Value of shares issued | $ 25,838 | $ 1,314,060 | |
Number of shares issued | 191,970 | 31,909,424 |
The components of net deferred
The components of net deferred taxes consisted of the following at March 31, 2023 and December 31, 2022: (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 7,540 | $ 7,592 |
Gross deferred tax assets | 7,540 | 7,592 |
Less valuation allowance | (7,539) | (7,578) |
Total deferred tax assets | 1 | 14 |
Deferred tax liabilities: | ||
Depreciation | (1) | (14) |
Net deferred tax assets |
Schedule of The Differences Bet
Schedule of The Differences Between the Statutory Tax Rate and Effective Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Statutory federal tax (benefit) rate | 21% | 21% |
Statutory foreign tax (benefit) rate | 25% | 25% |
Weighted average effective tax rate | 23% | 21% |
Valuation allowance | 23% | 21% |
Effective income tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Increase in deferred tax assets valuation allowance | $ 40,000 | $ 500,000 |
Net operating loss carryforwards | $ 34,900,000 | $ 35,200,000 |
Description of future taxable income | The future utilization of the Company’s NOL and tax credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of changes in ownership by stockholders that hold 5% or more of the Company’s common stock. |
The breakdown of opening and cl
The breakdown of opening and closing revenue for the year from contracts is noted below: (Details) - Sasol [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Opening balance of Contract Revenue | $ 166,966 | $ 14,130 |
New Contracts | 456,914 | |
Revenue recognized on Contracts for performance obligations satisfied | (120,340) | (296,229) |
Difference arising on translation of foreign currency | 1,357 | (7,849) |
Additional fees for existing contract | 35,500 | |
Closing balance of Contract Revenue | $ 83,483 | $ 166,966 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Jul. 31, 2022 | Mar. 31, 2023 | |
Testing process and a subsequent purchase order raised | $ 35,500 | $ 417,414 | |
Payment receive | $ 35,500 | ||
Stage4 [Member] | |||
Payment receive | $ 83,483 | ||
Stage5 [Member] | |||
Payment receive | $ 83,483 |
The calculation of basic loss p
The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Loss attributable to ordinary shareholders | $ (226,373) | $ (296,645) |
Weighted average number of ordinary shares, beginning | 255,858,014 | 205,677,834 |
Effect of shares issued in period | 17,571,085 | 34,812,355 |
Weighted average number of ordinary shares, ending | 273,429,100 | 240,490,189 |
Loss per share | $ (0.001) | $ (0.001) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Due to Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Balances owing to related parties | $ 413,395 | $ 371,045 |
Due from Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Balances on account from related parties | $ 13,834 | $ 13,963 |
ISSUANCE OF SHARES TO EXTINGU_2
ISSUANCE OF SHARES TO EXTINGUISH DEBT (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Issuance Of Shares To Extinguish Debt | |
Gains from shares issued | $ 1,347 |
Common stock , shares issued | shares | 91,250 |
Amount of debt extinguished | $ 2,281 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 660 | $ 660 |