Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54875 | |
Entity Registrant Name | Sustainable Projects Group Inc. | |
Entity Central Index Key | 0001500305 | |
Entity Tax Identification Number | 81-5445107 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2316 | |
Entity Address, Address Line Two | Pine Ridge Road 383 | |
Entity Address, City or Town | Naples | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34102 | |
City Area Code | 305 | |
Local Phone Number | 814-2915 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,725,877 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 21,675 | $ 55,971 |
Inventory – Note 4 | 3,939 | 3,939 |
Prepaid expenses and deposits | 2,036 | 4,242 |
Discontinued assets | 53,028 | |
TOTAL CURRENT ASSETS | 27,650 | 117,180 |
Office equipment – Note 5 | 1,042 | 2,292 |
Intangible assets – Note 6, 7 | 71,468 | 91,718 |
Goodwill – Note 6 | 156,752 | 156,752 |
TOTAL ASSETS | 256,912 | 367,942 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities – Note 8 | 143,671 | 173,567 |
Amount due to related parties – Note 12 | 116,684 | 89,204 |
Note payable – Note 9 | 50,000 | |
Interest payable – Note 9 | 18,705 | 9,273 |
Convertible note payable – Note 9 | 125,000 | |
Discontinued assets | 9,643 | |
TOTAL CURRENT LIABILITIES | 404,060 | 331,687 |
NON-CURRENT LIABILITIES | ||
Convertible note payable, related party – Note 9 | 50,000 | 100,000 |
TOTAL NON-CURRENT LIABILITIES | 50,000 | 100,000 |
TOTAL LIABILITIES | 454,060 | 431,687 |
STOCKHOLDERS’ DEFICIT | ||
Common Stock – Note 10 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 8,725,877 (Dec 31, 2021 – 8,085,877) | 872 | 808 |
Additional Paid in Capital | 3,112,131 | 3,091,097 |
Obligation to issue shares – Note 9 | 21,098 | |
Accumulated Deficit | (3,310,151) | (3,243,727) |
Non-controlling interest – Note 11 | 66,979 | |
TOTAL STOCKHOLDERS’ DEFICIT | (197,148) | (63,745) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 256,912 | $ 367,942 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 8,725,877 | 8,085,877 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Gross Revenues | $ 233 | |||
Cost of Goods Sold (recovery) | (282) | |||
Gross Margin | 515 | |||
Operating Expenses | ||||
Administrative and other operating expenses | 3,766 | 3,357 | 11,073 | 10,190 |
Depreciation | 7,167 | 7,167 | 21,500 | 22,181 |
Management fees | 9,000 | 27,000 | ||
Professional fees | 3,000 | 6,000 | 16,100 | 22,576 |
Operating Expenses | 22,933 | 16,524 | 75,673 | 54,947 |
Operating loss before interest expense | (22,933) | (16,524) | (75,673) | (54,432) |
Interest expense | (3,592) | (2,221) | (9,432) | (3,303) |
Loss from continuing operations | (26,525) | (18,745) | (85,105) | (57,735) |
Loss from discontinued operations | (20,066) | (1,200) | (57,136) | (6,114) |
Net loss before gain on deconsolidation | (46,591) | (19,945) | (142,241) | (63,849) |
Gain on deconsolidation | 50,106 | 50,106 | ||
Net income (loss) and comprehensive income (loss) | 3,515 | (19,945) | (92,135) | (63,849) |
Net loss attributed to non-controlling interest | ||||
Discontinued operations | (9,030) | (519) | (25,711) | (2,570) |
Net income (loss) attributed to stockholders | $ 12,545 | $ (19,426) | $ (66,424) | $ (61,279) |
Loss per share of common stock | ||||
-Basic and diluted | $ (0.001) | $ (0.002) | $ (0.008) | $ (0.008) |
Weighted average no. of shares of common stock | ||||
-Basic and diluted | 8,725,877 | 7,785,877 | 8,552,397 | 7,785,877 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Obligation To Issue Shares [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 778 | $ 3,080,627 | $ (3,100,629) | $ 74,292 | $ 55,068 | |
Beginning balance, shares at Dec. 31, 2020 | 7,785,877 | |||||
Net gain (loss) and comprehensive gain loss | (17,665) | (1,800) | (19,465) | |||
Ending balance at Mar. 31, 2021 | $ 778 | 3,080,627 | (3,118,294) | 72,492 | 35,603 | |
Ending balance, shares at Mar. 31, 2021 | 7,758,877 | |||||
Beginning balance at Dec. 31, 2020 | $ 778 | 3,080,627 | (3,100,629) | 74,292 | 55,068 | |
Beginning balance, shares at Dec. 31, 2020 | 7,785,877 | |||||
Net gain (loss) and comprehensive gain loss | (63,849) | |||||
Ending balance at Sep. 30, 2021 | $ 778 | 3,080,627 | 31,598 | (3,161,908) | 71,722 | 22,817 |
Ending balance, shares at Sep. 30, 2021 | 7,785,877 | |||||
Beginning balance at Dec. 31, 2020 | $ 778 | 3,080,627 | (3,100,629) | 74,292 | 55,068 | |
Beginning balance, shares at Dec. 31, 2020 | 7,785,877 | |||||
Shares for services at $0.035 per share | 10,500 | |||||
Ending balance at Dec. 31, 2021 | $ 808 | 3,091,097 | 21,098 | (3,243,727) | 66,979 | (63,745) |
Ending balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Beginning balance at Mar. 31, 2021 | $ 778 | 3,080,627 | (3,118,294) | 72,492 | 35,603 | |
Beginning balance, shares at Mar. 31, 2021 | 7,758,877 | |||||
Shares issued for debt | 21,098 | 21,098 | ||||
Shares for services at $0.035 per share | 10,500 | 10,500 | ||||
Net gain (loss) and comprehensive gain loss | (24,188) | (251) | (24,439) | |||
Ending balance at Jun. 30, 2021 | $ 778 | 3,080,627 | 31,598 | (3,142,482) | 72,241 | 42,762 |
Ending balance, shares at Jun. 30, 2021 | 7,785,877 | |||||
Net gain (loss) and comprehensive gain loss | (19,426) | (519) | (19,945) | |||
Ending balance at Sep. 30, 2021 | $ 778 | 3,080,627 | 31,598 | (3,161,908) | 71,722 | 22,817 |
Ending balance, shares at Sep. 30, 2021 | 7,785,877 | |||||
Beginning balance at Dec. 31, 2021 | $ 808 | 3,091,097 | 21,098 | (3,243,727) | 66,979 | (63,745) |
Beginning balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Shares issued for debt | $ 64 | 21,034 | (21,098) | |||
Shares issued for debt, shares | 640,000 | |||||
Net gain (loss) and comprehensive gain loss | (31,097) | (1,510) | (32,607) | |||
Ending balance at Mar. 31, 2022 | $ 872 | 3,112,131 | (3,274,824) | 65,469 | (96,352) | |
Ending balance, shares at Mar. 31, 2022 | 8,725,877 | |||||
Beginning balance at Dec. 31, 2021 | $ 808 | 3,091,097 | 21,098 | (3,243,727) | 66,979 | (63,745) |
Beginning balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Net gain (loss) and comprehensive gain loss | (92,135) | |||||
Deconsolidation of NCI | 41,268 | |||||
Ending balance at Sep. 30, 2022 | $ 872 | 3,112,131 | (3,310,151) | (197,148) | ||
Ending balance, shares at Sep. 30, 2022 | 8,725,877 | |||||
Beginning balance at Mar. 31, 2022 | $ 872 | 3,112,131 | (3,274,824) | 65,469 | (96,352) | |
Beginning balance, shares at Mar. 31, 2022 | 8,725,877 | |||||
Net gain (loss) and comprehensive gain loss | (47,872) | (15,171) | (63,043) | |||
Ending balance at Jun. 30, 2022 | $ 872 | 3,112,131 | (3,322,696) | 50,298 | (159,395) | |
Ending balance, shares at Jun. 30, 2022 | 8,725,877 | |||||
Net gain (loss) and comprehensive gain loss | 12,545 | (9,030) | 3,515 | |||
Deconsolidation of NCI | (41,268) | (41,268) | ||||
Ending balance at Sep. 30, 2022 | $ 872 | $ 3,112,131 | $ (3,310,151) | $ (197,148) | ||
Ending balance, shares at Sep. 30, 2022 | 8,725,877 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Jun. 30, 2021 |
Shares issued price per share | $ 0.035 | |
Common Stock [Member] | ||
Shares issued price per share | $ 0.033 | $ 0.033 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from operating activities: | ||
Net income (loss) and comprehensive income (loss) | $ (92,135) | $ (63,849) |
Loss from discontinued operations | (57,136) | (6,114) |
Loss from continuing operations | (34,999) | (57,735) |
Adjustments to reconcile net income(loss) to net cash used in operating activities: | ||
Depreciation | 21,500 | 22,356 |
Gain on deconsolidation | (50,106) | |
Shares issued for services | 10,500 | |
Changes in current assets and liabilities | ||
Prepaid expenses | 2,206 | 3,200 |
Interest payable | 9,432 | 3,304 |
Accounts payable and accrued expenses | (29,396) | (11,940) |
Amount due to related parties | 26,980 | 1,200 |
Net cash provided by (used in) operating activities | ||
From continuing operations | (54,383) | (29,115) |
From discontinued operations | (4,913) | 1,916 |
Net cash provided by (used in) operating activities | (59,296) | (27,199) |
Cash Flows from financing activities: | ||
Proceeds from convertible notes payable | 25,000 | 100,000 |
Net Cash generated from financing activities | 25,000 | 100,000 |
Net (decrease) increase in cash and cash equivalents | (34,296) | 72,801 |
Cash and cash equivalents at beginning of period | 55,971 | 1,265 |
Cash and cash equivalents at end of period | 21,675 | 74,066 |
Cash paid for: | ||
Interest | ||
Taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
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 consulting services and collaborative partnerships. The Company’s year-end is December 31. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 3,310,151 The Company has $ 21,675 |
Summary of accounting policies
Summary of accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of accounting policies | 3. Summary of 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, 2021 annual financial statements. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022. 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 Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2021 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 YER Brands and Sustainable Projects Group. The segment for Hero Wellness Systems Inc. has been extinguished at September 30, 2022. 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. At September 30, 2022, revenues were reported as follows: Schedule of Segment Reporting For the nine For the nine For the twelve months ended Months ended months ended September 30, September 30, December 31, Sales Sustainable Projects Group $ - $ - $ - YER Brands - 233 233 Hero Wellness Systems (discontinued operation) - 5,120 5,120 Total Sales $ - $ 5,353 $ 5,353 Total Assets Sustainable Projects Group $ 23,409 79,081 $ 59,806 YER Brands 233,503 262,275 255,108 Hero Wellness Systems (discontinued operation) - 53,086 53,028 Total Assets $ 256,912 $ 394,442 $ 367,942 Recently issued accounting pronouncements 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Schedule of Inventory Sep 30, 2022 Dec 31, 2021 YER Brands (Materials) $ 3,939 $ 3,939 Total $ 3,939 $ 3,939 |
Office furniture and equipment
Office furniture and equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Office furniture and equipment | 5. Office furniture and equipment Schedule of Office Furniture and Equipment Sep 30, 2022 Dec 31, 2021 Cost – YER Brands $ 9,789 $ 9,789 Accumulated depreciation (8,747 ) (7,497 ) Total $ 1,042 $ 2,292 Depreciation for the nine months ended September 30, 2022 was $ 1,250 2,881 |
Asset purchase and goodwill
Asset purchase and goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset purchase and goodwill | 6. Asset purchase and goodwill On May 8 2020, the Company entered into a Letter of Intent with Sawyer & Samantha Sparks to purchase all marketing rights, production know-how and limited existing inventory and equipment (the “Assets”) of Soy-yer Dough. Soy-yer Dough is a gluten free modeling clay. As part of the agreement, the Company issued 105,264 2.85 300,002 Goodwill has been recorded on the Soy Yer Dough purchase 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 identifiable assets and goodwill was calculated as follows: Schedule of Identifiable Assets and 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 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The intellectual property and trademarks acquired on the Soy-yer Dough purchase (See Note 6 Asset purchase and goodwill) Summary of Intangible Assets September 30, December 31, 2021 Cost Depreciation Net Net Intellectual properties $ 135,000 $ 64,125 $ 70,875 $ 91,125 Trademark, patent 593 - 593 593 $ 135,593 $ 64,125 $ 71,468 $ 91,718 Amortization for the nine months ended September 30, 2022 was $ 20,250 27,000 Amortization for over the remaining 4 years will be as follows: Schedule of Intangible Asset Amortization Year ended December 31 2022 $ 6,750 2023 $ 27,000 2024 $ 27,000 2025 $ 10,125 Total $ 70,875 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | 8. Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of September 30, 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Sep 30, 2022 Dec 31, 2021 Accounts payable $ 138,471 $ 162,067 Accrued liabilities 5,200 11,500 Total $ 143,671 $ 173,567 |
Note payable, Convertible notes
Note payable, Convertible notes payable and Obligation to issue shares | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note payable, Convertible notes payable and Obligation to issue shares | 9. Note payable, Convertible notes payable and Obligation to issue shares On March 1, 2019, the Company entered into an unsecured loan agreement for $ 50,000 3.5 April 15, 2022 6,281 4,972 On July 12, 2019, the Company entered into an unsecured convertible loan agreement with a relative of the CEO for $ 20,000 3.0 July 12, 2022 1.45 640,000 20,000 1,098 0.033 On July 23, 2021, the Company received $ 100,000 two 10 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 has 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 25,000 5 12,424 4,301 The total interest payable on the loans at September 30, 2022 was $ 18,705 9,273 |
Common stock
Common stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common stock | 10. Common stock The following stock transaction occurred in the Company during the nine-month period ended September 30, 2022: a) The Company issued 640,000 20,000 1,098 The following transactions occurred during the year ended December 31, 2021: a) The Company reached a debt settlement arrange to issue 640,000 20,000 1,098 0.033 (See Note ( Note payable, Convertible note payable and Obligation to issue shares). b) 300,000 10,500 0.035 |
Equity in joint venture, non-co
Equity in joint venture, non-controlling interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Equity in joint venture, non-controlling interest | 11. Equity in joint venture, non-controlling interest Hero Wellness Systems Inc The Company had a controlling interest of 55 Schedule of Equity in Joint Venture, Non-Controlling Interest Sep 30, 2022 Dec 31, 2021 Assets $ - $ 53,028 Liabilities (8,838 ) (9,643 ) Net Assets (liabilities) $ (8,838 ) $ 43,385 Revenues $ 4,280 $ 5,120 Expenses (61,416 ) (21,371 ) Net Income $ (57,136 ) $ (16,251 ) Company’s joint venture interest portion on net loss $ (31,425 ) $ (8,938 ) Non-controlling joint venture interest on net loss $ (25,711 ) $ (7,313 ) Company’s Capital contribution to joint venture $ 286,825 $ 286,825 Company’s joint venture interest portion in net assets (liabilities) $ (4,861 ) $ 23,862 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 (89,471 ) (82,158 ) Current period (25,711 ) (7,313 ) Net non-controlling interest portion in equity, adjusted for losses to date, before deconsolidation $ 41,268 $ 66,979 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 12. Discontinued Operations Effective September 30, 2022, the Company impaired its investment in Hero Wellness Systems, Inc. and eliminated that company’s accounts from the condensed consolidated financial statements through deconsolidation. All expenses incurred by Hero Wellness Systems, Inc. up to September 30, 2022 have been disclosed as discontinued operations. An analysis of the financial results of the discontinued operations are as follows. Schedule of Discontinued Operations Revenues Sales $ 4,280 Cost of sales (5,472 ) Net margin (loss) (1,192 ) Expenses General and administrative 5,888 Professional; fees 2,500 Inventory write down 47,556 Operating expense (55,944 ) Net loss from discontinued operations $ (57,136 ) Upon consolidation, the Company recorded the following gain Net assets (liabilities) eliminated on deconsolidation $ (8,838 ) Elimination of non-controlling interest (41,268 ) Gain on deconsolidation $ 50,106 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 13. Related party transactions During the nine months ended September 30, 2022, the Company incurred management fees from a director/officer totaling an aggregate of $18,000 24,000 60,250 2,020 9,000 12,000 12,766 21,000 At September 30, 2022, the Company owes a company controlled by the above two related parties of $ 20,647 See Note 9, Notes payable, Convertible notes payable and Obligation to issue shares, |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events There were no subsequent events |
Summary of accounting policies
Summary of accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 annual financial statements. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022. 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 Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2021 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 YER Brands and Sustainable Projects Group. The segment for Hero Wellness Systems Inc. has been extinguished at September 30, 2022. 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. At September 30, 2022, revenues were reported as follows: Schedule of Segment Reporting For the nine For the nine For the twelve months ended Months ended months ended September 30, September 30, December 31, Sales Sustainable Projects Group $ - $ - $ - YER Brands - 233 233 Hero Wellness Systems (discontinued operation) - 5,120 5,120 Total Sales $ - $ 5,353 $ 5,353 Total Assets Sustainable Projects Group $ 23,409 79,081 $ 59,806 YER Brands 233,503 262,275 255,108 Hero Wellness Systems (discontinued operation) - 53,086 53,028 Total Assets $ 256,912 $ 394,442 $ 367,942 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements 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 accounting policie_2
Summary of accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting For the nine For the nine For the twelve months ended Months ended months ended September 30, September 30, December 31, Sales Sustainable Projects Group $ - $ - $ - YER Brands - 233 233 Hero Wellness Systems (discontinued operation) - 5,120 5,120 Total Sales $ - $ 5,353 $ 5,353 Total Assets Sustainable Projects Group $ 23,409 79,081 $ 59,806 YER Brands 233,503 262,275 255,108 Hero Wellness Systems (discontinued operation) - 53,086 53,028 Total Assets $ 256,912 $ 394,442 $ 367,942 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory Sep 30, 2022 Dec 31, 2021 YER Brands (Materials) $ 3,939 $ 3,939 Total $ 3,939 $ 3,939 |
Office furniture and equipment
Office furniture and equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Office Furniture and Equipment | Schedule of Office Furniture and Equipment Sep 30, 2022 Dec 31, 2021 Cost – YER Brands $ 9,789 $ 9,789 Accumulated depreciation (8,747 ) (7,497 ) Total $ 1,042 $ 2,292 |
Asset purchase and goodwill (Ta
Asset purchase and goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Assets and goodwill | Goodwill has been recorded on the Soy Yer Dough purchase 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 identifiable assets and goodwill was calculated as follows: Schedule of Identifiable Assets and 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Summary of Intangible Assets September 30, December 31, 2021 Cost Depreciation Net Net Intellectual properties $ 135,000 $ 64,125 $ 70,875 $ 91,125 Trademark, patent 593 - 593 593 $ 135,593 $ 64,125 $ 71,468 $ 91,718 |
Schedule of Intangible Asset Amortization | Amortization for over the remaining 4 years will be as follows: Schedule of Intangible Asset Amortization Year ended December 31 2022 $ 6,750 2023 $ 27,000 2024 $ 27,000 2025 $ 10,125 Total $ 70,875 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of September 30, 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Sep 30, 2022 Dec 31, 2021 Accounts payable $ 138,471 $ 162,067 Accrued liabilities 5,200 11,500 Total $ 143,671 $ 173,567 |
Equity in joint venture, non-_2
Equity in joint venture, non-controlling interest (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Equity in Joint Venture, Non-Controlling Interest | Schedule of Equity in Joint Venture, Non-Controlling Interest Sep 30, 2022 Dec 31, 2021 Assets $ - $ 53,028 Liabilities (8,838 ) (9,643 ) Net Assets (liabilities) $ (8,838 ) $ 43,385 Revenues $ 4,280 $ 5,120 Expenses (61,416 ) (21,371 ) Net Income $ (57,136 ) $ (16,251 ) Company’s joint venture interest portion on net loss $ (31,425 ) $ (8,938 ) Non-controlling joint venture interest on net loss $ (25,711 ) $ (7,313 ) Company’s Capital contribution to joint venture $ 286,825 $ 286,825 Company’s joint venture interest portion in net assets (liabilities) $ (4,861 ) $ 23,862 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 (89,471 ) (82,158 ) Current period (25,711 ) (7,313 ) Net non-controlling interest portion in equity, adjusted for losses to date, before deconsolidation $ 41,268 $ 66,979 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Schedule of Discontinued Operations Revenues Sales $ 4,280 Cost of sales (5,472 ) Net margin (loss) (1,192 ) Expenses General and administrative 5,888 Professional; fees 2,500 Inventory write down 47,556 Operating expense (55,944 ) Net loss from discontinued operations $ (57,136 ) Upon consolidation, the Company recorded the following gain Net assets (liabilities) eliminated on deconsolidation $ (8,838 ) Elimination of non-controlling interest (41,268 ) Gain on deconsolidation $ 50,106 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 3,310,151 | $ 3,243,727 |
Cash on hand | $ 21,675 | $ 55,971 |
Schedule of Segment Reporting (
Schedule of Segment Reporting (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Total Sales | $ 5,353 | $ 5,353 | |
Total Assets | 256,912 | 394,442 | 367,942 |
Sustainable Projects Group [Member] | |||
Total Sales | |||
Total Assets | 23,409 | 79,081 | 59,806 |
YER Brands [Member] | |||
Total Sales | 233 | 233 | |
Total Assets | 233,503 | 262,275 | 255,108 |
Hero Wellness Systems [Member] | |||
Total Sales | 5,120 | 5,120 | |
Total Assets | $ 53,086 | $ 53,028 |
Summary of accounting policie_3
Summary of accounting policies (Details Narrative) | Sep. 30, 2022 |
Hero Wellness Systems Inc. [Member] | |
Ownership interest, percentage | 55% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Total | $ 3,939 | $ 3,939 |
YER Brands [Member] | ||
Total | $ 3,939 | $ 3,939 |
Schedule of Office Furniture an
Schedule of Office Furniture and Equipment (Details) - Office Furniture and Equipment [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost – YER Brands | $ 9,789 | $ 9,789 |
Accumulated depreciation | (8,747) | (7,497) |
Total | $ 1,042 | $ 2,292 |
Office furniture and equipmen_2
Office furniture and equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 7,167 | $ 7,167 | $ 21,500 | $ 22,181 | |
Office Furniture and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 1,250 | $ 2,881 |
Schedule of Identifiable Assets
Schedule of Identifiable Assets and goodwill (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
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 |
Asset purchase and goodwill (De
Asset purchase and goodwill (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 08, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued for services | 640,000 | 640,000 | |
Sawyer And Samantha Sparks [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued for services | 105,264 | ||
Stock per share | $ 2.85 | ||
Shares issued for services, value | $ 300,002 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 135,593 | |
Accumulated Depreciation (Amortization) | 64,125 | |
Net | 71,468 | $ 91,718 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 135,000 | |
Accumulated Depreciation (Amortization) | 64,125 | |
Net | 70,875 | 91,125 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 593 | |
Accumulated Depreciation (Amortization) | ||
Net | $ 593 | $ 593 |
Schedule of Intangible Asset Am
Schedule of Intangible Asset Amortization (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 71,468 | $ 91,718 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 6,750 | |
2023 | 27,000 | |
2024 | 27,000 | |
2025 | 10,125 | |
Total | $ 70,875 | $ 91,125 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 20,250 | $ 27,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 138,471 | $ 162,067 |
Accrued liabilities | 5,200 | 11,500 |
Total | $ 143,671 | $ 173,567 |
Note payable, Convertible not_2
Note payable, Convertible notes payable and Obligation to issue shares (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Jul. 23, 2021 | May 10, 2021 | Jul. 12, 2019 | Mar. 01, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 22, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Interest payable | $ 18,705 | $ 9,273 | ||||||
Shares issued price per share | $ 0.035 | $ 0.035 | ||||||
Stock issued | 640,000 | 640,000 | ||||||
Convertible Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unpaid accrued interest percentage | 10% | 5% | ||||||
Convertible note payable | $ 100,000 | $ 25,000 | ||||||
Debt instrument term | 2 years | |||||||
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 has 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 | |||||||
Accrued interest | $ 12,424 | $ 4,301 | ||||||
Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 50,000 | |||||||
Unpaid accrued interest percentage | 3.50% | |||||||
Debt instrument maturity date | Apr. 15, 2022 | |||||||
Interest payable | $ 6,281 | $ 4,972 | ||||||
Convertible Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued price per share | $ 1.45 | |||||||
Convertible Loan Agreement [Member] | Chief Executive Officer [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 20,000 | |||||||
Unpaid accrued interest percentage | 3% | |||||||
Debt instrument maturity date | Jul. 12, 2022 | |||||||
Debt Settlement Arrangement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 20,000 | |||||||
Interest payable | $ 1,098 | |||||||
Stock issued | 640,000 | |||||||
Share per price | $ 0.033 |
Common stock (Details Narrative
Common stock (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Shares issued | 640,000 | 640,000 | |
Convertible notes payable, current | $ 20,000 | $ 20,000 | |
Accrued interest | $ 1,098 | $ 1,098 | |
Conversion price per share | $ 0.033 | ||
Shares issued for services | 300,000 | ||
Shares issued value for services | $ 10,500 | $ 10,500 | |
Shares issued price per share | $ 0.035 | $ 0.035 |
Schedule of Equity in Joint Ven
Schedule of Equity in Joint Venture, Non-Controlling Interest (Details) - Hero Wellness Systems Inc. [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Assets | $ 53,028 | |
Liabilities | (8,838) | (9,643) |
Net Assets (liabilities) | (8,838) | 43,385 |
Revenues | 4,280 | 5,120 |
Expenses | (61,416) | (21,371) |
Net Income | (57,136) | (16,251) |
Company’s joint venture interest portion on net loss | (31,425) | (8,938) |
Non-controlling joint venture interest on net loss | (25,711) | (7,313) |
Company’s Capital contribution to joint venture | 286,825 | 286,825 |
Company’s joint venture interest portion in net assets (liabilities) | (4,861) | 23,862 |
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 |
Prior years | (89,471) | (82,158) |
Current period | (25,711) | (7,313) |
Net non-controlling interest portion in equity, adjusted for losses to date, before deconsolidation | $ 41,268 | $ 66,979 |
Equity in joint venture, non-_3
Equity in joint venture, non-controlling interest (Details Narrative) | Sep. 30, 2022 |
Hero Wellness Systems Inc. [Member] | |
Equity method investment, ownership Percentage | 55% |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Sales | $ 4,280 | |||
Cost of sales | (5,472) | |||
Net margin (loss) | (1,192) | |||
General and administrative | 5,888 | |||
Professional; fees | 2,500 | |||
Inventory write down | 47,556 | |||
Operating expense | (55,944) | |||
Net loss from discontinued operations | $ (20,066) | $ (1,200) | (57,136) | $ (6,114) |
Net assets (liabilities) eliminated on deconsolidation | (8,838) | |||
Elimination of non-controlling interest | 41,268 | (41,268) | ||
Gain on deconsolidation | $ 50,106 | $ 50,106 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Management fees | $ 9,000 | $ 27,000 | ||
Office expenses | 20,647 | |||
Director And Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Management fees | 18,000 | 24,000 | ||
Due to related party | 60,250 | 60,250 | ||
Pocket Expenses | 2,020 | 2,020 | ||
Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Management fees | 9,000 | $ 12,000 | ||
Accrued salaries | 12,766 | 12,766 | ||
Accrued management fee | $ 21,000 | $ 21,000 |