Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jan. 12, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Sustainable Projects Group Inc. | |
Entity Central Index Key | 0001500305 | |
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 | No | |
Entity Interactive Data Current | No | |
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 | 8,085,877 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 2,429 | $ 1,265 |
Inventory - Note 4 | 60,439 | 64,997 |
Prepaid expenses and deposits | 6,950 | 8,622 |
Total Current Assets | 69,818 | 74,884 |
Office Equipment | 4,057 | 4,873 |
Intangible assets - Note 5, 8 | 111,968 | 118,718 |
Goodwill - Note 8 | 156,752 | 156,752 |
TOTAL ASSETS | 342,595 | 355,227 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities - Note 6 | 142,933 | 137,880 |
Amount due to related parties - Note 12 | 53,041 | 51,841 |
Amount due to shareholders - Note 12 | 36,332 | 36,332 |
Interest payable - Note 7, 12 | 4,686 | 4,106 |
TOTAL CURRENT LIABILITIES | 236,992 | 230,159 |
NON-CURRENT LIABILITIES | ||
Notes payable, related party - Note 7, 12 | 50,000 | 50,000 |
Convertible note payable, related party - Note 7, 12 | 20,000 | 20,000 |
TOTAL NON-CURRENT LIABILITIES | 70,000 | 70,000 |
TOTAL LIABILITIES | 306,992 | 300,159 |
STOCKHOLDERS' EQUITY | ||
Common Stock - Note 10 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 7,785,877 (Dec 31, 2020 - 7,785,877) | 778 | 778 |
Additional Paid in Capital | 3,080,627 | 3,080,627 |
Accumulated Deficit | (3,118,294) | (3,100,629) |
Non-controlling interest - Note 11 | 72,492 | 74,292 |
TOTAL STOCKHOLDERS' EQUITY | 35,603 | 55,068 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 342,595 | $ 355,227 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 7,785,877 | 7,785,877 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Gross Revenues | $ 2,133 | |
Cost of Goods Sold | (2,815) | |
Gross Margin | (682) | |
Operating Expenses | ||
Administrative and other operating expenses | 5,405 | 25,590 |
Advertising and Promotion | 1,157 | |
Depreciation | 7,566 | 33,760 |
Consulting fees | 20,000 | |
Management fees | 45,000 | |
Professional fees | 4,076 | 10,250 |
Rent | 14,183 | |
Salaries and wages | 18,285 | |
Travel | 3,900 | |
Amortized right of use assets | 16,312 | |
Operating Expenses | 18,204 | 187,280 |
Operating income/loss before interest expense | (18,886) | (187,280) |
Interest expense | (579) | (586) |
Net loss and comprehensive loss | (19,465) | (187,866) |
Net loss attributed to non-controlling interest | 1,800 | 32,331 |
Net loss and comprehensive loss attributed to stockholders | $ (17,665) | $ (155,535) |
Loss per share of common stock | ||
-Basic and diluted | $ (0.002) | $ (0.020) |
Weighted average no. of shares of common stock | ||
-Basic and diluted | 7,785,877 | 7,648,113 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumlated Deficit [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2019 | $ 765 | $ 2,747,138 | $ (2,879,796) | $ 983,441 | $ 851,548 |
Balance, shares at Dec. 31, 2019 | 7,648,113 | ||||
Net loss and comprehensive loss | (155,535) | (32,331) | (187,866) | ||
Balance at Mar. 31, 2020 | $ 765 | 2,747,138 | (3,035,331) | 951,110 | 663,682 |
Balance, shares at Mar. 31, 2020 | 7,648,113 | ||||
Balance at Dec. 31, 2020 | $ 778 | 3,080,627 | (3,100,629) | 74,292 | 55,068 |
Balance, shares at Dec. 31, 2020 | 7,785,877 | ||||
Net loss and comprehensive loss | (17,665) | (1,800) | (19,465) | ||
Balance at Mar. 31, 2021 | $ 778 | $ 3,080,627 | $ (3,118,294) | $ 72,492 | $ 35,603 |
Balance, shares at Mar. 31, 2021 | 7,785,877 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from operating activities: | ||
Net loss and comprehensive loss | $ (19,465) | $ (187,866) |
Adjustments to reconcile net income(loss) to net cash used in operating activities: | ||
Depreciation | 7,566 | 33,760 |
Lease interest | 575 | |
Amortization of ROU asset - Vehicle | 2,840 | |
Amortization of ROU asset - Office lease | 13,472 | |
Changes in current assets and liabilities | ||
Prepaid expenses | 1,672 | (2,435) |
Inventory | 4,558 | |
Interest payable | 580 | 586 |
Accounts payable and accrued expenses | 6,053 | (4,479) |
Amount due to related parties | 1,200 | 29,500 |
Payment of lease liability | (14,053) | |
Net cash provided by (used in) operating activities | 1,164 | 4,173 |
Cash Flows from investing activities: | ||
Acquisition of Assets | ||
Proceeds from sale of assets | ||
Proceeds from disposal of shares | ||
Net Cash used in investing activities | ||
Cash Flows from financing activities: | ||
Proceeds from issuance of common stock | ||
Proceeds from convertible notes payable | ||
Proceeds from notes payable | ||
Non-controlling interest | ||
Net Cash generated from financing activities | ||
Net (decrease) increase in cash and cash equivalents | 1,164 | 4,173 |
Cash and cash equivalents at beginning of period | 1,265 | 68,992 |
Cash and cash equivalents at end of period | 2,429 | 73,165 |
Cash paid for: | ||
Interest | ||
Taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Sustainable Projects Group Inc. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009 as Blue Spa Incorporated which was engaged in the development of an internet based retailer of a multi-channel concept combining a wholesale distribution with a retail strategy relating to the quality personal care products, fitness apparel and related accessories. On December 19, 2016, the Company amended its name from “Blue Spa Incorporated” to “Sustainable Petroleum Group Inc.” On September 6, 2017, the Company obtained a majority vote from its shareholders to amend the Company’s name from “Sustainable Petroleum Group Inc.” to “Sustainable Projects Group Inc.” to better reflect the business it has undertaken. The name change was effective on October 20, 2017. The Company is a multinational business development company that pursue investments and partnerships with companies across sustainable sectors. It is continually evaluating and acquiring assets for holding and/or for development. The Company is involved in mineral exploration, consulting services and collaborative partnerships. The Company’s year end is December 31. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States or “GAAP”, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations. The Company has accumulated a deficit of $3,118,294 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The consolidated unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has $2,429 cash on hand as at March 31, 2021. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 month period. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all. |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Principal Accounting Policies | 3. Summary of principal accounting policies Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2020 annual financial statements. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that can be expected for the year ended December 31, 2021. The accompanying condensed consolidated unaudited interim financial statements include the accounts of the Company, it’s wholly subsidiary YER Brands Inc., and its joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) The Company controls 55% of Hero Wellness Systems Inc. Pursuant to Accounting Standards Codification Topic 810, the joint venture company is considered as a variable interest entity that requires the Company to consolidate its account. All intercompany balances and transactions have been eliminated in the consolidation. The operating results of the joint venture have been included in the Company’s consolidated financial statements and the non-controlling interest that were not attributable to the Company have been reported separately. At June 30, 2020, the Company’s other joint venture, Cormo USA Inc.’s assets were impaired and the Company impaired its investment and eliminated that company’s accounts from the condensed consolidated financial statements. Financial statements for the three month period ending March 31, 2020 include the results of Cormo USA inc. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2020 annual report. Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance of its corporation wide basis in comparison to its various businesses. The Company has three reportable segments. The business operations consist of Hero Wellness Systems, YER Brands and Sustainable Projects Group. The segment for Cormo USA has been extinguished at June 30, 2020. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. The operating segment’s performance is evaluated based on its segment income. Segment income is defined as the gross sales and miscellaneous income. As at March 31, 2021, revenues were reported from YER Brands and Hero Wellness Systems. For the three For the three For the twelve months ended Months ended months ended March 31, 2021 March 31, 2020 December 31 2020 Sales Sustainable Projects Group $ - $ - $ - YER Brands 233 - 4,069 Hero Wellness Systems 1,900 - 500 Total Sales $ 2,133 $ - $ 4,569 Total Assets Sustainable Projects Group $ 9,215 285,158 $ 10,049 YER Brands 276,705 - 284,973 Cormo USA - 651,452 - Hero Wellness Systems 56,675 62,958 60,205 Total Assets $ 342,595 $ 999,568 $ 355,227 Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncements not included above will have a material effect on the accompanying financial statements. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Inventory | 4. Inventory Inventories are stated at the lower of cost or net realizable value using the first-in, first out (FIFO) cost method of accounting. Cost is determined using the first in, first out (FIFO) cost method. Costs include the cost of purchase and transportation costs that are directly incurred to bring the inventories to their present location, and duty. Net realizable value is the estimated selling price of the inventory in the ordinary course of business, less any estimated selling costs. At March 31, 2021, inventory consists of following: Mar 31, 2021 Dec 31, 2020 Hero Wellness Systems $ 56,500 $ 59,972 YER Brands 3,939 5,025 Total $ 60,439 $ 64,997 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets YER Brands, the Company’s wholly owned subsidiary acquired intellectual properties. The Company entered into an asset purchase with Soy Yer Dough to acquire intellectual property and trademarks. The following assets were identified as intangible assets with finite useful lives and are amortized on a straight-line basis over their useful lives of five years. Amortization commences when the assets are available for use. Intellectual properties consist of production process, know-how, product recipe, marketing, and branding. Cost Depreciation Net Intellectual properties $ 135,000 $ 23,625 $ 111,375 Trademark 593 - 593 Balance at March 31, 2021 $ 135,593 $ 23,625 $ 111,968 Amortization for over the next 5 years will be as follows: Year ended December 31 2021 $ 20,250 2022 $ 27,000 2023 $ 27,000 2024 $ 27,000 2025 $ 10,125 Total $ 111,375 Goodwill: Goodwill has been recorded on the Soy Yer Dough purchase (Note 8) as the amount of the investment was greater than the identifiable net assets purchased. The amount is not amortized but rather is tested for impairment at least annually. The goodwill recorded was $156,752. A recap of the assets purchased from Soy Yer Dough is as follows: Purchase Price $ 300,002 Allocated to - License 135,000 Equipment 5,000 Inventory 3,250 Identifiable net assets 143,250 Allocated to Goodwill $ 156,752 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of March 31, 2021 are summarized as follows: Mar 31, 2021 Dec 31, 2020 Audit fees $ 20,750 $ 11,000 Accounting fees 13,000 31,250 Legal fees 23,040 23,040 Accrued office expenses 86,143 72,590 Total $ 142,933 $ 137,880 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable On March 1, 2019, the Company entered into a loan agreement with a shareholder for $50,000 with an interest rate of 3.5% per annum. The loan is due on or before April 15, 2022. At March 31, 2021, there was $3,653 in accrued interest (December 31, 2020 - $3,222) (see Note 13). On July 12, 2019, the Company entered into a convertible loan agreement with a relative of the CEO for $20,000 with an interest rate of 3.0% per annum. The loan is due on or before July 12, 2022. The lender has the option to convert the whole loan and the accrued interest into shares of the Company at the price of $1.45 per share. The closing price of the Company’s stock was $1.45 at July 11, 2019. At March 31, 2021, there was $1,032 in accrued interest (December 31, 2020 - $884) (See Note 13). |
Asset Purchase
Asset Purchase | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Asset Purchase | 8. Asset Purchase On May 8 th |
Agreements
Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Agreements | 9. Agreements On May 1, 2020, the Company’s joint venture Cormo USA Inc. entered into a commercial lease of approximately 100,000 square feet of building space for one year with an option to renew. The monthly rent was $12,500. Effective May 1, 2020, the Company’s joint venture Cormo USA Inc. entered into a Development Agreement with the City of Rushville, Rushville Development Commission, and Rushville Economic Development Commission (the “City Parties” to do business in Indiana. The City Parties is assisting Cormo USA Inc. with its business in Indiana and have provided financial incentives of up to $1,100,000 for Cormo USA Inc. to pay for its project costs. These include: 1. Cash incentives sufficient to reimburse the acquisition of twenty acres of property in the Commerce Park at Rushville following purchase of site in the Commerce Park at Rushville which shall be subject to rights of first refusal and repurchase rights on the purchased site granted to the City 2. A commitment that at least twenty acres of land in the Commerce Park at Rushville or equivalent property suitable for the contemplated commercial development shall be kept available for a period of two years 3. Up to $225,000 in the form of forgivable loan 4. An initial 3 year tax abatement on eligible personal property in place in Rushville in 2020 with an alternative phase-in schedule of 100%, 67% and 33% 5. Tax abatement for future eligible personal property and real property improvements at a standard ten yar tax abatement schedule On May 1, 2020, Cormo USA Inc. entered into a forgivable loan agreement and promissory note with the City of Rushville, Indiana in conjunction to the Development Agreement of up to $225,000 at 9% interest rate for a period of two years. At June 30, 2020 the operating results of Cormo USA Inc. were de-consolidated as the Cormo license was recognized as impaired. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 10. Common stock During the three months ended March 31, 2021, there were no issuance of shares. During the twelve months ended December 31, 2020, the Company issued the following shares: a) 32,500 shares of common stock for services rendered by a consultant at $1.80 per share valued at $58,500; and b) 105,264 shares of common stock for the acquisition of assets from Soy-Yer Dough at $2.85 per share valued at $300,002. |
Equity in Joint Venture, Non-Co
Equity in Joint Venture, Non-Controlling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity in Joint Venture, Non-Controlling Interest | 11. Equity in joint venture, Non-controlling interest The Company was involved in two joint venture businesses and has a majority control of both Hero Wellness Systems Inc. and Cormo USA Inc. Pursuant to Accounting Standards Codification Topic 810, both of these companies were considered variable interest entities that requires the Company to consolidate those entities. It runs the day to day operations, makes all managerial decisions and has the voting power over these entities. The Company will provide and help in the financial support of these ventures, on an as needed basis. At June 30, 2020, the Cormo license was recognized as impaired and the operating results of Cormo USA Inc. have been de-consolidated from the Company’s consolidated financial statements. The Company is only involved in Hero Wellness Systems Inc. from that point on. Hero Wellness Systems Inc The Company has a controlling interest of 55% in a joint venture of Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) (See Note 13). Hero Wellness Systems Inc. is in the business of importing, marketing, distribution and sale of luxury massage therapeutic chairs. Hero Wellness Systems is still in its early stages of development. The company participated in several conferences in 2019 to showcase and introduce its products in the market. The company has ordered and received inventory for sale. The following summary information on the joint venture amounts are based on contributions received from activities since inception through to March 31, 2021 and December 31, 2020 with intercompany transactions eliminated: Mar 31, 2021 Dec 31, 2020 Assets $ 56,675 $ 60,205 Liabilities (2,678 ) (3,611 ) Net Assets $ 53,997 $ 56,594 Revenues $ 1,900 $ 500 Expenses (5,900 ) (12,760 ) Net Income $ (4,000 ) $ (12,260 ) Company’s joint venture interest portion on net income $ (2,200 ) $ (6,743 ) Non-controlling joint venture interest on net income $ (1,800 ) $ (5,517 ) Company’s Capital contribution to joint venture $ 286,825 $ 286,825 Company’s joint venture interest portion in net assets $ 29,698 $ 31,127 Total Equity of Joint Venture $ 443,275 $ 443,275 Company’s portion of the Joint Venture 286,825 286,825 Non-controlling interest portion in equity $ 156,450 $ 156,450 Reduced by losses to date Prior years (82,158 ) (76,641 ) Current period (1,800 ) (5,517 ) Net non-controlling interest portion in equity, adjusted for losses to date $ 72,492 $ 74,292 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related party transactions During the period ended March 31, 2021, the Company incurred management fees from a director totaling an aggregate of $Nil (March 31, 2020 - $45,000). At March 31, 2021, $18,250 was owing to a director for management fees. During the period ended March 31, 2021, the Company incurred management fees from an officer totaling $Nil (March 31, 2020 - $15,000). At March 31, 2021, $12,766 was owing to an officer for salaries. At March 31, 2021, the Company owed $36,332 to shareholders for expenses paid on behalf of the Company and consulting fees (December 31, 2020 - $36,332). During the period ended March 31, 2021, the Company incurred $19,796 for office expenses (March 31, 2020 - $19,301). During the period ending March 31, 2021, the Company owed $3,653 (December 31, 2020 - $3,222) for interest to a shareholder of the Company for a note payable with a principal amount of $50,000. The loan bears an annual interest rate of 3.5% and is due on or before April 15, 2022 (see Note 10). During the period ending March 31, 2021, the Company owed $1,032 (December 31, 2020 - $884) for interest to a relative of the CEO for a convertible note payable with a principal amount of $20,000. The loan bears an annual interest rate of 3.0% and is due on or before July 12, 2022. The lender has the option to convert the whole loan and the accrued interest into shares of the Company at the price of $1.45 per share. The closing price of the Company’s stock was $1.45 at July 11, 2019. (see Note 10). On May 10, 2021, the Company entered into an agreement and agreed to issue 640,000 common shares at $0.035 per share to redeem a convertible note payable with a principal amount of $20,000 plus accrued interest and fees valued at $21,098. Transactions in Joint Ventures Hero Wellness Systems Inc. On September 29, 2018, the Company entered into a joint venture agreement with Vitalizer Americas Inc. with its principal purpose to import, sale and distribute certain products offered by Vitalizer International AG of Switzerland. In April 2019, Vitalizer Americas Inc.’s name was changed to Hero Wellness Systems Inc. as it was no longer dealing with Vitalizer International AG. The Company holds 55% interest, Christopher Grunder of Workplan Holding Inc. holds 15% interest and Kurt Muehlbauer holds 15% interest. Hero Wellness Systems is in the business of providing luxury massage therapy solutions. Pursuant to Accounting Standards Codification Topic 810, this company is considered a variable interest entity and its operating results have been incorporated in the consolidated financial statements of the Company. The non-controlling interest that were not attributable to the Company have been reported separately Cormo USA Inc. The Company entered into a letter of intent with Cormo AG on October 25, 2018 to form a joint venture agreement for the Company to provide business development, market research, sourcing, distribution and overall operations of Cormo AG’s exclusive unrestricted use of its patents and licenses in North America. Cormo AG is in the business of producing and developing peat moss replacement, natural foam products and technologies. On February 25, 2019 the joint venture shareholders’ agreement was finalized with a group of investors whereby the Company holds 35% interest, Cormo AG holds 35% interest, Paul Meier holds 2.5% interest, Stefan Muehlbauer holds 2.5% interest, and other investors hold an aggregate of 25% interest. The other investors contributed an aggregate of $400,000 to the joint venture. Pursuant to Accounting Standards Codification Topic 810, this company was considered a variable interest entity and its operating results were incorporated in the consolidated financial statements of the Company. The non-controlling interest that were not attributable to the Company have been reported separately. However, at June 30, 2020 the Cormo license was recognized as impaired and the assets, liabilities and non-controlling interest of Cormo that were consolidated on the balance sheet were eliminated.. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On May 10, 2021, the Company agreed to issue 640,000 common shares at $0.033 per share to a relative of the CEO to redeem a convertible note payable with a principal amount of $20,000 plus accrued interest and fees valued at $21,098. Pursuant to an agreement entered into by the Company with a consultant on May 10 , On July 23, 2021, the Company entered into a two year $100,000 convertible promissory note bearing an interest of 10% per annum. The loan may be renewed at the option of the Lender and is secured with the Company’s assets. The outstanding principal and unpaid accrued interest will automatically convert into shares of the Company on or before the maturity date upon the closing of a qualified transaction to an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. If the event that the qualified transaction is not consummated on or prior to the maturity date, the Lender have the right to convert the principal and unpaid accrued interest of the note into shares of the Company to an amount equal to 25% of the fully diluted capitalization of the Company. |
Summary of Principal Accounti_2
Summary of Principal Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2020 annual financial statements. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that can be expected for the year ended December 31, 2021. The accompanying condensed consolidated unaudited interim financial statements include the accounts of the Company, it’s wholly subsidiary YER Brands Inc., and its joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) The Company controls 55% of Hero Wellness Systems Inc. Pursuant to Accounting Standards Codification Topic 810, the joint venture company is considered as a variable interest entity that requires the Company to consolidate its account. All intercompany balances and transactions have been eliminated in the consolidation. The operating results of the joint venture have been included in the Company’s consolidated financial statements and the non-controlling interest that were not attributable to the Company have been reported separately. At June 30, 2020, the Company’s other joint venture, Cormo USA Inc.’s assets were impaired and the Company impaired its investment and eliminated that company’s accounts from the condensed consolidated financial statements. Financial statements for the three month period ending March 31, 2020 include the results of Cormo USA inc. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2020 annual report. |
Use of Estimates | Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance of its corporation wide basis in comparison to its various businesses. The Company has three reportable segments. The business operations consist of Hero Wellness Systems, YER Brands and Sustainable Projects Group. The segment for Cormo USA has been extinguished at June 30, 2020. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. The operating segment’s performance is evaluated based on its segment income. Segment income is defined as the gross sales and miscellaneous income. As at March 31, 2021, revenues were reported from YER Brands and Hero Wellness Systems. For the three For the three For the twelve months ended Months ended months ended March 31, 2021 March 31, 2020 December 31 2020 Sales Sustainable Projects Group $ - $ - $ - YER Brands 233 - 4,069 Hero Wellness Systems 1,900 - 500 Total Sales $ 2,133 $ - $ 4,569 Total Assets Sustainable Projects Group $ 9,215 285,158 $ 10,049 YER Brands 276,705 - 284,973 Cormo USA - 651,452 - Hero Wellness Systems 56,675 62,958 60,205 Total Assets $ 342,595 $ 999,568 $ 355,227 |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncements not included above will have a material effect on the accompanying financial statements. |
Summary of Principal Accounti_3
Summary of Principal Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Segment Reporting | As at March 31, 2021, revenues were reported from YER Brands and Hero Wellness Systems. For the three For the three For the twelve months ended Months ended months ended March 31, 2021 March 31, 2020 December 31 2020 Sales Sustainable Projects Group $ - $ - $ - YER Brands 233 - 4,069 Hero Wellness Systems 1,900 - 500 Total Sales $ 2,133 $ - $ 4,569 Total Assets Sustainable Projects Group $ 9,215 285,158 $ 10,049 YER Brands 276,705 - 284,973 Cormo USA - 651,452 - Hero Wellness Systems 56,675 62,958 60,205 Total Assets $ 342,595 $ 999,568 $ 355,227 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Inventory | At March 31, 2021, inventory consists of following: Mar 31, 2021 Dec 31, 2020 Hero Wellness Systems $ 56,500 $ 59,972 YER Brands 3,939 5,025 Total $ 60,439 $ 64,997 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Cost Depreciation Net Intellectual properties $ 135,000 $ 23,625 $ 111,375 Trademark 593 - 593 Balance at March 31, 2021 $ 135,593 $ 23,625 $ 111,968 |
Schedule of Intangible Asset Amortization | Amortization for over the next 5 years will be as follows: Year ended December 31 2021 $ 20,250 2022 $ 27,000 2023 $ 27,000 2024 $ 27,000 2025 $ 10,125 Total $ 111,375 |
Schedule of Goodwill | Purchase Price $ 300,002 Allocated to - License 135,000 Equipment 5,000 Inventory 3,250 Identifiable net assets 143,250 Allocated to Goodwill $ 156,752 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of March 31, 2021 are summarized as follows: Mar 31, 2021 Dec 31, 2020 Audit fees $ 20,750 $ 11,000 Accounting fees 13,000 31,250 Legal fees 23,040 23,040 Accrued office expenses 86,143 72,590 Total $ 142,933 $ 137,880 |
Equity in Joint Venture, Non-_2
Equity in Joint Venture, Non-Controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Hero Wellness Systems Inc [Member] | |
Summary of Information on Joint Venture Non-Controlling Interest | The following summary information on the joint venture amounts are based on contributions received from activities since inception through to March 31, 2021 and December 31, 2020 with intercompany transactions eliminated: Mar 31, 2021 Dec 31, 2020 Assets $ 56,675 $ 60,205 Liabilities (2,678 ) (3,611 ) Net Assets $ 53,997 $ 56,594 Revenues $ 1,900 $ 500 Expenses (5,900 ) (12,760 ) Net Income $ (4,000 ) $ (12,260 ) Company’s joint venture interest portion on net income $ (2,200 ) $ (6,743 ) Non-controlling joint venture interest on net income $ (1,800 ) $ (5,517 ) Company’s Capital contribution to joint venture $ 286,825 $ 286,825 Company’s joint venture interest portion in net assets $ 29,698 $ 31,127 Total Equity of Joint Venture $ 443,275 $ 443,275 Company’s portion of the Joint Venture 286,825 286,825 Non-controlling interest portion in equity $ 156,450 $ 156,450 Reduced by losses to date Prior years (82,158 ) (76,641 ) Current period (1,800 ) (5,517 ) Net non-controlling interest portion in equity, adjusted for losses to date $ 72,492 $ 74,292 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 3,118,294 | $ 3,100,629 |
Cash on hand | $ 2,429 | $ 1,265 |
Summary of Principal Accounti_4
Summary of Principal Accounting Policies (Details Narrative) | Mar. 31, 2021 |
Hero Wellness Systems Inc [Member] | |
Ownership interest, percentage | 55.00% |
Summary of Principal Accounti_5
Summary of Principal Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Total Sales | $ 2,133 | $ 4,569 | |
Total Assets | 342,595 | 999,568 | 355,227 |
Sustainable Projects Group [Member] | |||
Total Sales | |||
Total Assets | 9,215 | 285,158 | 10,049 |
YER Brands [Member] | |||
Total Sales | 233 | 4,069 | |
Total Assets | 276,705 | 284,973 | |
Hero Wellness Systems [Member] | |||
Total Sales | 1,900 | 500 | |
Total Assets | 56,675 | 62,958 | 60,205 |
Cormo USA [Member] | |||
Total Assets | $ 651,452 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total | $ 60,439 | $ 64,997 |
Hero Wellness Systems Inc [Member] | ||
Total | 56,500 | 59,972 |
YER Brands [Member] | ||
Total | $ 3,939 | $ 5,025 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset amortization period | 5 years | |
Goodwill | $ 156,752 | $ 156,752 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Cost | $ 135,593 | |
Depreciation | 23,625 | |
Net | 111,968 | $ 118,718 |
Intellectual Properties [Member] | ||
Cost | 135,000 | |
Depreciation | 23,625 | |
Net | 111,375 | |
Trademark [Member] | ||
Cost | 593 | |
Depreciation | ||
Net | $ 593 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Asset Amortization (Details) | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 20,250 |
2022 | 27,000 |
2023 | 27,000 |
2024 | 27,000 |
2025 | 10,125 |
Total | $ 111,375 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Allocated to Goodwill | $ 156,752 | $ 156,752 |
Soy Yer Dough [Member] | ||
Purchase price | 300,002 | |
Allocated to License | 135,000 | |
Allocated to Equipment | 5,000 | |
Allocated to Inventory | 3,250 | |
Identifiable net assets | 143,250 | |
Allocated to Goodwill | $ 156,752 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Audit fees | $ 20,750 | $ 11,000 |
Accounting fees | 13,000 | 31,250 |
Legal fees | 23,040 | 23,040 |
Accrued office expenses | 86,143 | 72,590 |
Total | $ 142,933 | $ 137,880 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 12, 2019 | Mar. 01, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2019 |
Accrued interest | $ 4,686 | $ 4,106 | |||
Shareholders [Member] | |||||
Debt instrument, face amount | $ 50,000 | ||||
Debt instrument interest rate | 3.50% | ||||
Debt instrument maturity date | Apr. 15, 2022 | ||||
Accrued interest | $ 3,653 | 3,222 | |||
Chief Executive Officer [Member] | |||||
Debt instrument, face amount | $ 20,000 | ||||
Debt instrument interest rate | 3.00% | ||||
Debt instrument maturity date | Jul. 12, 2022 | ||||
Accrued interest | $ 1,032 | 884 | |||
Conversion price per share | $ 1.45 | ||||
Loan Agreement [Member] | |||||
Accrued interest | $ 1,032 | 884 | |||
Loan Agreement [Member] | Shareholders [Member] | |||||
Debt instrument, face amount | $ 50,000 | ||||
Debt instrument interest rate | 3.50% | ||||
Debt instrument maturity date | Apr. 15, 2022 | ||||
Accrued interest | $ 3,653 | $ 3,222 | |||
Convertible Loan Agreement [Member] | |||||
Closing price of stock | $ 1.45 | ||||
Convertible Loan Agreement [Member] | Chief Executive Officer [Member] | |||||
Debt instrument, face amount | $ 20,000 | ||||
Debt instrument interest rate | 3.00% | ||||
Debt instrument maturity date | Jul. 12, 2022 | ||||
Conversion price per share | $ 1.45 |
Asset Purchase (Details Narrati
Asset Purchase (Details Narrative) - USD ($) | May 08, 2020 | Mar. 31, 2021 |
Stock issued during period, shares | ||
Sawyer & Samantha Sparks [Member] | ||
Stock issued during period, shares | 105,264 | |
Stock per share | $ 2.85 | |
Stock issued during period, amount | $ 300,002 |
Agreements (Details Narrative)
Agreements (Details Narrative) | May 01, 2020USD ($)ft² |
Forgivable loan | $ 225,000 |
Tax description | An initial 3 year tax abatement on eligible personal property in place in Rushville in 2020 with an alternative phase-in schedule of 100%, 67% and 33% |
Cormo USA [Member] | |
Area of land | ft² | 100,000 |
Lease renewal period | 1 year |
Monthly rent | $ 12,500 |
Financial incentives | 1,100,000 |
Cormo USA [Member] | Development Agreement [Member] | |
Forgivable loan | $ 225,000 |
Debt instrument interest rate | 9.00% |
Debt term | 2 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock issued during period, shares | ||
Consultant [Member] | ||
Stock issued during period, services shares | 32,500 | |
Shares issued price per share | $ 1.80 | |
Stock issued during period, services value | $ 58,500 | |
Soy Yer Dough [Member] | ||
Shares issued price per share | $ 2.85 | |
Stock acquisition of assets, shares | 105,264 | |
Stock acquisition of assets, value | $ 300,002 |
Equity in Joint Venture, Non-_3
Equity in Joint Venture, Non-Controlling Interest (Details Narrative) | Mar. 31, 2021 |
Hero Wellness Systems Inc [Member] | |
Ownership interest percentage | 55.00% |
Equity in Joint Venture, Non-_4
Equity in Joint Venture, Non-Controlling Interest - Summary of Information on Joint Venture Non-Controlling Interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Non-controlling joint venture interest on net income | $ (1,800) | $ (32,331) | |
Hero Wellness Systems Inc [Member] | |||
Assets | 56,675 | $ 60,205 | |
Liabilities | (2,678) | (3,611) | |
Net Assets | 53,997 | 56,594 | |
Revenues | 1,900 | 500 | |
Expenses | (5,900) | (12,760) | |
Net Income | (4,000) | (12,260) | |
Company's joint venture interest portion on net income | (2,200) | (6,743) | |
Non-controlling joint venture interest on net income | (1,800) | (5,517) | |
Company's Capital contribution to joint venture | 286,825 | 286,825 | |
Company's joint venture interest portion in net assets | 29,698 | 31,127 | |
Total Equity of Joint Venture | 443,275 | 443,275 | |
Company's portion of the Joint Venture | 286,825 | 286,825 | |
Non-controlling interest portion in equity | 156,450 | 156,450 | |
Reduced by losses to date Prior years | (82,158) | (76,641) | |
Reduced by losses to date Current period | (1,800) | (5,517) | |
Net non-controlling interest portion in equity, adjusted for losses to date | $ 72,492 | $ 74,292 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 10, 2021 | Jul. 12, 2019 | Feb. 25, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 23, 2021 | Jul. 11, 2019 | Sep. 29, 2018 |
Management fees | $ 45,000 | ||||||||
Consulting fees | 20,000 | ||||||||
Office expenses | 19,796 | 19,301 | |||||||
Accrued interest | $ 4,686 | $ 4,106 | |||||||
Stock issued during period, shares | |||||||||
Joint Venture [Member] | |||||||||
Ownership interest, percentage | 35.00% | ||||||||
Hero Wellness Systems Inc [Member] | |||||||||
Ownership interest, percentage | 55.00% | ||||||||
Cormo AG [Member] | |||||||||
Ownership interest, percentage | 35.00% | ||||||||
Subsequent Event [Member] | |||||||||
Debt instrument interest rate | 10.00% | ||||||||
Convertible Loan Agreement [Member] | |||||||||
Shares issued price per share | $ 1.45 | ||||||||
Director [Member] | |||||||||
Due to related party | $ 18,250 | ||||||||
Officer [Member] | |||||||||
Management fees | $ 15,000 | ||||||||
Due to related party | 12,766 | ||||||||
Shareholders [Member] | |||||||||
Consulting fees | 36,332 | 36,332 | |||||||
Accrued interest | 3,653 | 3,222 | |||||||
Principal amount | $ 50,000 | ||||||||
Debt instrument interest rate | 3.50% | ||||||||
Debt instrument maturity date | Apr. 15, 2022 | ||||||||
Chief Executive Officer [Member] | |||||||||
Accrued interest | $ 1,032 | $ 884 | |||||||
Principal amount | $ 20,000 | ||||||||
Debt instrument interest rate | 3.00% | ||||||||
Debt instrument maturity date | Jul. 12, 2022 | ||||||||
Debt conversion price | $ 1.45 | ||||||||
Chief Executive Officer [Member] | Convertible Loan Agreement [Member] | |||||||||
Principal amount | $ 20,000 | ||||||||
Debt instrument interest rate | 3.00% | ||||||||
Debt instrument maturity date | Jul. 12, 2022 | ||||||||
Debt conversion price | $ 1.45 | ||||||||
Relative of Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||
Accrued interest | $ 21,098 | ||||||||
Principal amount | $ 20,000 | ||||||||
Shares issued price per share | $ 0.035 | ||||||||
Stock issued during period, shares | 640,000 | ||||||||
Christopher Grunder [Member] | |||||||||
Ownership interest, percentage | 15.00% | ||||||||
Kurt Muehlbauer [Member] | |||||||||
Ownership interest, percentage | 15.00% | ||||||||
Paul Meier [Member] | |||||||||
Ownership interest, percentage | 2.50% | ||||||||
Stefan Muehlbauer [Member] | |||||||||
Ownership interest, percentage | 2.50% | ||||||||
Other Investors [Member] | |||||||||
Ownership interest, percentage | 25.00% | ||||||||
Interest in joint venture | $ 400,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 23, 2021 | May 10, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Stock issued during period, shares | ||||
Accrued interest | $ 4,686 | $ 4,106 | ||
Consultant [Member] | ||||
Shares issued price per share | $ 1.80 | |||
Stock issued during period, services shares | 32,500 | |||
Stock issued during period, services value | $ 58,500 | |||
Subsequent Event [Member] | ||||
Convertible promissory note | $ 100,000 | |||
Debt instrument interest rate | 10.00% | |||
Debt conversion, description | The outstanding principal and unpaid accrued interest will automatically convert into shares of the Company on or before the maturity date upon the closing of a qualified transaction to an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. If the event that the qualified transaction is not consummated on or prior to the maturity date, the Lender have the right to convert the principal and unpaid accrued interest of the note into shares of the Company to an amount equal to 25% of the fully diluted capitalization of the Company. | |||
Subsequent Event [Member] | Relative of Chief Executive Officer [Member] | ||||
Stock issued during period, shares | 640,000 | |||
Shares issued price per share | $ 0.035 | |||
Debt instrument, face amount | $ 20,000 | |||
Accrued interest | $ 21,098 | |||
Subsequent Event [Member] | Relative of Chief Executive Officer [Member] | Convertible Note Payable [Member] | ||||
Stock issued during period, shares | 640,000 | |||
Shares issued price per share | $ 0.033 | |||
Debt instrument, face amount | $ 20,000 | |||
Accrued interest | $ 21,098 | |||
Subsequent Event [Member] | Consultant [Member] | ||||
Shares issued price per share | $ 0.035 | |||
Stock issued during period, services shares | 300,000 | |||
Stock issued during period, services value | $ 10,500 |