Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54875 | |
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 | 34109 | |
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 | 287,190,813 |
Consolidated Interim Balance Sh
Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 60,701 | |
Accounts receivables | 84,490 | |
Other receivables – Note 4 | 12,474 | 32,181 |
Inventory – Note 5 | 3,939 | |
Prepaid expenses | 4,252 | 29 |
TOTAL CURRENT ASSETS | 165,856 | 32,210 |
Office equipment – Note 6 | 11,874 | |
Filtration equipment – | 24,887 | |
Intangible assets – Note 7 | 78,321 | 10,060 |
Goodwill – Note 7 | 156,752 | |
TOTAL ASSETS | 437,690 | 42,270 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities – Note 10 | 480,342 | 117,871 |
Amounts due to related parties – Note 15 | $ 536,763 | $ 143,861 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Payroll liabilities | $ 16,993 | |
Deferred revenues | 75,485 | |
Convertible note and interest payable | ||
TOTAL CURRENT LIABILITIES | 1,139,008 | 261,732 |
NON-CURRENT LIABILITIES | ||
Note payable – Note 11 | 57,144 | |
TOTAL NON-CURRENT LIABILITIES | 57,144 | |
TOTAL LIABILITIES | 1,196,152 | 261,732 |
STOCKHOLDERS’ DEFICIT | ||
Common Stock – Note 11 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 287,190,813 (Dec 31, 2022 – 8,725,877) | 28,719 | 872 |
Additional Paid in Capital | 17,007,531 | 3,112,131 |
Accumulated Deficit | (17,785,015) | (3,329,482) |
Other Accumulated Comprehensive Loss | (9,697) | (2,983) |
TOTAL STOCKHOLDERS’ DEFICIT | (758,462) | (219,462) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 437,690 | 42,270 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Amounts due to related parties – Note 15 | 536,763 | |
Notes and interest payable | 19,413 | |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES: | ||
Notes and interest payable | $ 10,012 |
Consolidated Interim Balance _2
Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 287,190,813 | 8,725,877 |
Consolidated Interim Statements
Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Expenses | ||
Administrative and other operating expenses | $ 11,506 | $ 175 |
Depreciation | 7,384 | |
Management fees | 201,591 | |
Professional fees | 83,308 | |
Rent | 49,607 | |
Wages and salaries | 53,476 | |
Travel Expenses | 7,018 | |
Total Operating Expenses | 413,890 | 175 |
Operating loss before other items | (413,890) | (175) |
Miscellaneous income | 21,574 | |
Financing fees – restated (Note 8) | (3,447,803) | |
Interest expense | (279) | |
Net loss | (3,840,398) | (175) |
Comprehensive loss - translation | (6,714) | (133) |
Net loss and comprehensive loss attributed to shareholders | $ (3,847,112) | $ (308) |
Loss per share of common stock | ||
-Basic and diluted | $ (0.026) | $ 0 |
Weighted average no. of shares of common stock | ||
-Basic and diluted | 147,958,345 | 8,199,655 |
Consolidated Interim Statemen_2
Consolidated Interim Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | Shares To Be Issued [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 808 | $ 3,091,097 | $ (3,106,538) | $ (268) | $ 6,197 | $ 21,098 |
Beginning balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Net loss and comprehensive loss | (175) | (133) | (308) | |||
Shares issued at $0.033 | $ 64 | 21,034 | (21,098) | |||
Shares issued at $0.033, shares | 640,000 | |||||
Ending balance, value at Mar. 31, 2022 | $ 872 | 3,112,131 | (3,106,713) | (401) | (5,889) | |
Ending balance, shares at Mar. 31, 2022 | 8,725,877 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 808 | 3,091,097 | (3,106,538) | (268) | 6,197 | $ 21,098 |
Beginning balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Ending balance, value at Dec. 31, 2022 | $ 872 | 3,112,131 | (3,329,482) | (2,983) | (219,462) | |
Ending balance, shares at Dec. 31, 2022 | 8,725,877 | |||||
Reorganization | $ 20,667 | 10,312,695 | (10,615,135) | (281,773) | ||
Reorganization, shares | 206,667,233 | |||||
Shares to Kestrel | $ 7,180 | 3,582,705 | 3,589,885 | |||
Shares to Kestrel, shares | 71,797,703 | |||||
Net loss and comprehensive loss | (3,840,398) | (6,714) | (3,845,242) | |||
Ending balance, value at Mar. 31, 2023 | $ 28,719 | $ 17,007,531 | $ (17,785,015) | $ (9,697) | $ (758,462) | |
Ending balance, shares at Mar. 31, 2023 | 287,190,813 |
Consolidated Interim Statemen_3
Consolidated Interim Statements of Stockholders' Equity (Deficit) (Parenthetical) | Mar. 31, 2022 $ / shares |
Common Stock [Member] | |
Shares issued price per share | $ 0.033 |
Consolidated Interim Statemen_4
Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from operating activities: | ||
Net loss | $ (3,840,398) | $ (175) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,386 | |
Interest expense | 279 | |
Financing expense | 3,447,802 | |
Changes in current assets and liabilities | ||
Prepaid expenses | 151 | (298) |
Accounts receivable | (84,490) | (118) |
Other receivables | 19,707 | |
Accounts payable and accrued expenses | 200,298 | (17) |
Payroll liabilities | 16,993 | |
Deferred revenue | 75,485 | |
Amount due to related parties | 233,968 | |
Net cash provided by (used in) operating activities | 77,181 | (608) |
Cash Flows from investing activities: | ||
Office equipment | (11,885) | |
Filtration equipment | (24,887) | |
Intangible assets | (10,293) | |
Net cash used in investing activities | (47,065) | |
Cash Flows from financing activities: | ||
Proceeds from note and interest payable, related party | 19,357 | |
Cash received on reorganization | 7,942 | |
Proceeds from note payable | 10,000 | |
Net cash provided by financing activities | 37,299 | |
Effect of foreign exchange on cash | (6,714) | (133) |
Net (decrease) increase in cash | 60,701 | (741) |
Cash at beginning of period | 6,958 | |
Cash at end of period | 60,701 | 6,217 |
Cash paid for: | ||
Interest |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 its business at the time. The name change was effective on October 20, 2017. Prior to the Exchange Transaction (as defined below), the Company was a multinational business development company that pursued investments and partnerships with companies across sustainable sectors. The Company also was involved in consulting services and collaborative partnerships. On February 14, 2023, the Company entered into a Securities Exchange Agreement (the “Agreement”) with Lithium Harvest ApS (“Lithium Harvest”), and all the shareholders of Lithium Harvest (the “Shareholders”). Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 71,797,703 287,190,813 The Company’s year-end is December 31. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These 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 revenue 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 consolidated balance sheets 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 successful completion of the Company´s planned lithium project. The Company has accumulated a deficit of $ 17,785,015 The Company had $ 60,701 |
Summary of accounting policies
Summary of accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
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, results 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 audited December 31, 2022 year-end financial statements. Operating results for Reorganization Although the Company was the legal acquirer of Lithium Harvest and the accounting acquiree, it was not a business at the time of the Exchange Transaction and, according to FASB ASC 805-10-15-4, the Exchange Transaction could not be accounted for as a reverse transaction and no goodwill could be recognized. Differences between the fair value of the investment and the identifiable net assets purchased are recorded as a charge to equity. Consolidation The accompanying consolidated unaudited interim financial statements include the accounts of the Sustainable Projects Group Inc., Lithium Harvest ApS and YER Brands Inc. All significant intercompany transactions have been eliminated in the consolidation process. Operating Leases – Right of Use Assets In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard. The Company has elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. There are no other material asset leases whether operating or finance except as indicated below. Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The leases are amortized straight line over the entire office lease agreement. The Company uses an annual interest rate of 10% or a rate of 0.83% per month. This operating lease is classified as a right-to-use asset under the new standard (ASU 206-02). The office lease commences April 1, 2023. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2022 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 various businesses on a corporation-wide basis. As of March 31, 2023, the Company has three reportable segments: YER Brands, Sustainable Projects Group and Lithium Harvest. 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. Each operating segment’s performance is evaluated based on its segment income. Segment income is defined as gross sales and miscellaneous income. At March 31, 2023, segment income and total assets were reported as follows: Schedule of Segment Reporting For the three For the three Months ended Months ended March 31, 2023 March 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 21,574 - Total Sales $ 21,574 $ - Total Assets Sustainable Projects Group $ 4,406 $ - YER Brands 218,868 - Lithium Harvest 214,416 6,633 Total Assets $ 437,690 $ 6,633 Revenue Recognition The Company adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. Where there is no contract, the revenue is recognized as provided. The Company recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Advances from Client’s deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from Client’s deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. Recently issued accounting pronouncements The Company adopts new pronouncements relating to GAAP 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 Company’s consolidated financial statements. |
Other Receivables
Other Receivables | 3 Months Ended |
Mar. 31, 2023 | |
Other Receivables | |
Other Receivables | 4. Other Receivables Other receivables pertain to VAT receivables (value added taxes) of Lithium Harvest. The standard VAT rate in Denmark is 25% |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Schedule of Inventory Mar 31 2023 Mar 31 2022 YER Brands (Materials) $ 3,939 $ - Total $ 3,939 $ - |
Office furniture and equipment
Office furniture and equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Office furniture and equipment | 6. Office furniture and equipment Schedule of Office Furniture and Equipment Mar 31, 2023 Mar 31, 2022 Cost – YER Brands $ 9,789 $ - Cost – Lithium Harvest 15,974 - Property plant and equipment gross 15,974 - Accumulated depreciation (13,889 ) - Total $ 11,874 $ - |
Asset purchase and goodwill
Asset purchase and goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset purchase and goodwill | 7. Asset purchase and goodwill On May 8, 2020, the Sustainable Projects Group 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 modelling clay. As part of the agreement, Sustainable Projects Group 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 were 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 |
Reorganization
Reorganization | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reorganization | 8 Reorganization On February 14, 2023, the Company entered into the Agreement with Lithium Harvest and the Shareholders. Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 71,797,703 287,190,813 10,333,362 The reorganization resulted in the following entries made to the consolidated financial statements : Schedule of Consolidated Financial Statements (a) To Common Stock ( 206,667,233 .0001 $ 20,667 (b) To Additional Paid in Capital ( 206,667,233 0.05 $ 10,312,695 (c) To Accumulated Deficit Shares issued for Lithium Harvest ( 206,667,233 0.05 $ (10,333,362 ) Net assets (liabilities) of the Company as at February 14, 2023 (281,773 ) $ (10,615,135 ) The following adjustments were made retroactively to the accounts of Lithium Harvest as of December 31, 2021 Schedule of Adjustment Made Retroactively Accounts of Lithium Harvest Previously As Stated Adjustment Restated Common shares $ 7,940 $ (7,132 ) $ 808 Additional paid-in capital - 3,091,097 3,091,097 Shares to be issued - 21,098 21,098 Accumulated deficit (1,475 ) (3,105,063 ) (3,106,538 ) Total accounts of Lithium Harvest $ 6,465 $ - $ 6,465 The following assets liabilities of the Company were acquired by Lithium Harvest as the accounting acquiree: Schedule of Assets Liabilities of Lithium Harvest as Accounting Acquiree Assets Current assets Cash $ 7,942 Inventory 3,939 Prepaid expenses 4,374 Current assets total 16,255 Office equipment 625 Intangible assets 64,718 Goodwill 156,752 Total assets $ 238,350 Liabilities Current liabilities Accounts payable and accrued liabilities $ 162,174 Amounts due to related parties 158,934 Convertible note and interest payable 132,082 Current liabilities total 453,190 Non-current note payable 56,933 Total liabilities $ 520,123 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets The intellectual property and trademarks acquired on the Soy-yer Dough purchase (See Note 7, Asset purchase and goodwill) Summary of Intangible Assets March 31, 2023 Mar 31, 2022 Cost Depreciation Net Net Intellectual properties $ 135,000 $ 77,625 $ 57,375 $ - Trademark, patents 13,335 - 13,335 - Website 7,611 - 7,611 - $ 155,946 $ 77,625 $ 78,321 $ - Amortization over the remaining three years will be as follows: Schedule of Intangible Asset Amortization 2023 $ 20,250 2024 $ 27,000 2025 $ 10,125 Total $ 57,375 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | 10. Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of March 31, 2023 and 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Mar 31, 2023 Mar 31, 2022 Accounts payable $ 473,114 $ - Accrued liabilities 7,228 744 Total $ 480,342 $ 744 For related party transactions as of March 31, 2023 and 2022 are summarized as follows Schedule of Related Party Transaction Mar 31, 2023 Mar 31, 2022 Accounts payable $ 455,538 $ - Accrued liabilities 81,225 - Total $ 536,763 $ - |
Notes payable, Convertible note
Notes payable, Convertible notes payable and Obligation to issue shares | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes payable, Convertible notes payable and Obligation to issue shares | 11. Notes 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 7,144 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-year 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 71,797,703 3,589,885 During the quarter ended March 31, 2023, Lithium Harvest entered into a two notes payable with a company controlled by the CEO of the Company of $ 17,173 118,000 2,183 15,000 3% On March 29, 2023, the Company entered into a $ 10,000 15% |
Common stock
Common stock | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common stock | 12. Common stock The following stock transactions occurred in the Company’s common stock during the three months ended March 31, 2023: a) On February 14, 2023, 206,667,233 10,333,362 b) On February 14, 2023, 71,979,703 3,589,885 During the year ended December 31, 2022: The Company issued 640,000 20,000 1,098 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 13. Related party transactions Stefan Muehlbauer resigned as a director on February 14, 2023 and is currently the Chief Financial Officer(“CFO”). During the three months ended March 31, 2023, the Company incurred management fees to the CFO totaling an aggregate of $ 15,625 110,465 1,180 125,000 25,000 On February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer. At March 31, 2023, $ 12,766 25,500 At March 31, 2023, the Company owed a company controlled by the above two related parties of $ 20,647 On February 14, 2023, Sune Mathiesen became the director and Chief Executive Officer (“CEO”) of the Company. During the three months ended March 31, 2023, Lithium Harvest incurred management fees from the CEO totaling an aggregate of $ 40,023 275,000 40,023 275,000 1,915 13,157 2,195 15,088 3% 300,000 2,200,000 150% At March 31, 2023, a company controlled by the director and CEO was owed $ 284,243 1,953,067 17,217 118,300 3% On February 14, 2023, Paw Juul became the Chief Technology Officer (“CTO”) of the Company. During the three months ended March 31, 2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $ 40,023 275,000 300,000 2,200,000 150% |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Subsequent to March 31, 2023, the Company received $ 460,250 0.35 On May 1, 2023, Lithium Harvest finalized its office lease to commence from April 1, 2023. The lease may be terminated at the end of January 31, 2031. The office is located at Tankedraget 7, 4 th th 336,016 2,308,800 252,012 1,154,400 577,200 |
Summary of accounting policies
Summary of accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, results 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 audited December 31, 2022 year-end financial statements. Operating results for |
Reorganization | Reorganization Although the Company was the legal acquirer of Lithium Harvest and the accounting acquiree, it was not a business at the time of the Exchange Transaction and, according to FASB ASC 805-10-15-4, the Exchange Transaction could not be accounted for as a reverse transaction and no goodwill could be recognized. Differences between the fair value of the investment and the identifiable net assets purchased are recorded as a charge to equity. |
Consolidation | Consolidation The accompanying consolidated unaudited interim financial statements include the accounts of the Sustainable Projects Group Inc., Lithium Harvest ApS and YER Brands Inc. All significant intercompany transactions have been eliminated in the consolidation process. |
Operating Leases – Right of Use Assets | Operating Leases – Right of Use Assets In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard. The Company has elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. There are no other material asset leases whether operating or finance except as indicated below. Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The leases are amortized straight line over the entire office lease agreement. The Company uses an annual interest rate of 10% or a rate of 0.83% per month. This operating lease is classified as a right-to-use asset under the new standard (ASU 206-02). The office lease commences April 1, 2023. |
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, 2022 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 various businesses on a corporation-wide basis. As of March 31, 2023, the Company has three reportable segments: YER Brands, Sustainable Projects Group and Lithium Harvest. 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. Each operating segment’s performance is evaluated based on its segment income. Segment income is defined as gross sales and miscellaneous income. At March 31, 2023, segment income and total assets were reported as follows: Schedule of Segment Reporting For the three For the three Months ended Months ended March 31, 2023 March 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 21,574 - Total Sales $ 21,574 $ - Total Assets Sustainable Projects Group $ 4,406 $ - YER Brands 218,868 - Lithium Harvest 214,416 6,633 Total Assets $ 437,690 $ 6,633 |
Revenue Recognition | Revenue Recognition The Company adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. Where there is no contract, the revenue is recognized as provided. The Company recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Advances from Client’s deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from Client’s deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company adopts new pronouncements relating to GAAP 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 Company’s consolidated financial statements. |
Summary of accounting policie_2
Summary of accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting For the three For the three Months ended Months ended March 31, 2023 March 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 21,574 - Total Sales $ 21,574 $ - Total Assets Sustainable Projects Group $ 4,406 $ - YER Brands 218,868 - Lithium Harvest 214,416 6,633 Total Assets $ 437,690 $ 6,633 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory Mar 31 2023 Mar 31 2022 YER Brands (Materials) $ 3,939 $ - Total $ 3,939 $ - |
Office furniture and equipment
Office furniture and equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Office Furniture and Equipment | Schedule of Office Furniture and Equipment Mar 31, 2023 Mar 31, 2022 Cost – YER Brands $ 9,789 $ - Cost – Lithium Harvest 15,974 - Property plant and equipment gross 15,974 - Accumulated depreciation (13,889 ) - Total $ 11,874 $ - |
Asset purchase and goodwill (Ta
Asset purchase and goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 were 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 |
Reorganization (Tables)
Reorganization (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Financial Statements | The reorganization resulted in the following entries made to the consolidated financial statements : Schedule of Consolidated Financial Statements (a) To Common Stock ( 206,667,233 .0001 $ 20,667 (b) To Additional Paid in Capital ( 206,667,233 0.05 $ 10,312,695 (c) To Accumulated Deficit Shares issued for Lithium Harvest ( 206,667,233 0.05 $ (10,333,362 ) Net assets (liabilities) of the Company as at February 14, 2023 (281,773 ) $ (10,615,135 ) |
Schedule of Adjustment Made Retroactively Accounts of Lithium Harvest | The following adjustments were made retroactively to the accounts of Lithium Harvest as of December 31, 2021 Schedule of Adjustment Made Retroactively Accounts of Lithium Harvest Previously As Stated Adjustment Restated Common shares $ 7,940 $ (7,132 ) $ 808 Additional paid-in capital - 3,091,097 3,091,097 Shares to be issued - 21,098 21,098 Accumulated deficit (1,475 ) (3,105,063 ) (3,106,538 ) Total accounts of Lithium Harvest $ 6,465 $ - $ 6,465 |
Schedule of Assets Liabilities of Lithium Harvest as Accounting Acquiree | The following assets liabilities of the Company were acquired by Lithium Harvest as the accounting acquiree: Schedule of Assets Liabilities of Lithium Harvest as Accounting Acquiree Assets Current assets Cash $ 7,942 Inventory 3,939 Prepaid expenses 4,374 Current assets total 16,255 Office equipment 625 Intangible assets 64,718 Goodwill 156,752 Total assets $ 238,350 Liabilities Current liabilities Accounts payable and accrued liabilities $ 162,174 Amounts due to related parties 158,934 Convertible note and interest payable 132,082 Current liabilities total 453,190 Non-current note payable 56,933 Total liabilities $ 520,123 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Summary of Intangible Assets March 31, 2023 Mar 31, 2022 Cost Depreciation Net Net Intellectual properties $ 135,000 $ 77,625 $ 57,375 $ - Trademark, patents 13,335 - 13,335 - Website 7,611 - 7,611 - $ 155,946 $ 77,625 $ 78,321 $ - |
Schedule of Intangible Asset Amortization | Amortization over the remaining three years will be as follows: Schedule of Intangible Asset Amortization 2023 $ 20,250 2024 $ 27,000 2025 $ 10,125 Total $ 57,375 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of March 31, 2023 and 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Mar 31, 2023 Mar 31, 2022 Accounts payable $ 473,114 $ - Accrued liabilities 7,228 744 Total $ 480,342 $ 744 |
Schedule of Related Party Transaction | For related party transactions as of March 31, 2023 and 2022 are summarized as follows Schedule of Related Party Transaction Mar 31, 2023 Mar 31, 2022 Accounts payable $ 455,538 $ - Accrued liabilities 81,225 - Total $ 536,763 $ - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Common Stock [Member] - shares | 3 Months Ended | |
Feb. 14, 2023 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 71,797,703 | |
Securities Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 206,667,233 | |
Increase in outstanding, shares | 287,190,813 | |
Securities Agreement [Member] | Convertible Notes Payable [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 71,797,703 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 17,785,015 | $ 3,329,482 |
Cash on hand | $ 60,701 |
Schedule of Segment Reporting (
Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Total Sales | $ 21,574 | ||
Total Assets | 437,690 | 6,633 | $ 42,270 |
Sustainable Projects Group [Member] | |||
Total Sales | |||
Total Assets | 4,406 | ||
YER Brands [Member] | |||
Total Sales | |||
Total Assets | 218,868 | ||
Lithium Harvest [Member] | |||
Total Sales | 21,574 | ||
Total Assets | $ 214,416 | $ 6,633 |
Other Receivables (Details Narr
Other Receivables (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 | |
Other Receivables | |
Value added tax rate | 25% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Total | $ 3,939 | ||
YER Brands [Member] | |||
Total | $ 3,939 |
Schedule of Office Furniture an
Schedule of Office Furniture and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 11,874 | ||
YER Brands [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 9,789 | ||
Lithium Harvest [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment gross | 15,974 | ||
Office Furniture And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (13,889) | ||
Total | $ 11,874 |
Schedule of Identifiable Assets
Schedule of Identifiable Assets and goodwill (Details) | 3 Months Ended |
Mar. 31, 2023 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 ($) | 3 Months Ended | |
May 08, 2020 | Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Shares issued, value | $ 3,589,885 | |
Sawyer And Samantha Sparks [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Shares issued | 105,264 | |
Stock per share | $ 2.85 | |
Shares issued, value | $ 300,002 |
Schedule of Consolidated Financ
Schedule of Consolidated Financial Statements (Details) - USD ($) | 3 Months Ended | |||
Feb. 14, 2023 | Feb. 14, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares par value | $ 0.0001 | $ 0.0001 | ||
Shares issued for Lithium Harvest | $ (281,773) | |||
Accumulated deficit reorganization | $ (17,785,015) | $ (3,329,482) | ||
Lithium Harvest [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 206,667,233 | |||
Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 71,797,703 | |||
Shares issued for Lithium Harvest | $ 20,667 | $ 20,667 | ||
Additional Paid-in Capital [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued for Lithium Harvest | 10,312,695 | 10,312,695 | ||
Retained Earnings [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued for Lithium Harvest | $ (10,615,135) | |||
Accumulated deficit reorganization | (10,615,135) | $ (10,615,135) | ||
Retained Earnings [Member] | Lithium Harvest [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued for Lithium Harvest | $ (281,773) | |||
Securities Agreement [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 206,667,233 | |||
Shares par value | $ 0.0001 | $ 0.0001 | ||
Securities Agreement [Member] | Common Stock [Member] | Lithium Harvest [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 206,667,233 | |||
Shares par value | 0.05 | $ 0.05 | ||
Securities Agreement [Member] | Additional Paid-in Capital [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 206,667,233 | |||
Shares par value | $ 0.05 | $ 0.05 | ||
Securities Agreement [Member] | Retained Earnings [Member] | Lithium Harvest [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued for Lithium Harvest | $ (10,333,362) |
Schedule of Adjustment Made Ret
Schedule of Adjustment Made Retroactively Accounts of Lithium Harvest (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common shares | $ 28,719 | $ 872 | |
Accumulated deficit | $ (17,785,015) | $ (3,329,482) | |
Previously Reported [Member] | |||
Common shares | $ 7,940 | ||
Additional paid-in capital | |||
Shares to be issued | |||
Accumulated deficit | (1,475) | ||
Total accounts of Lithium Harvest | 6,465 | ||
Revision of Prior Period, Adjustment [Member] | |||
Common shares | (7,132) | ||
Additional paid-in capital | 3,091,097 | ||
Shares to be issued | 21,098 | ||
Accumulated deficit | (3,105,063) | ||
Total accounts of Lithium Harvest | |||
Restated [Member] | |||
Common shares | 808 | ||
Additional paid-in capital | 3,091,097 | ||
Shares to be issued | 21,098 | ||
Accumulated deficit | (3,106,538) | ||
Total accounts of Lithium Harvest | $ 6,465 |
Schedule of Assets Liabilities
Schedule of Assets Liabilities of Lithium Harvest as Accounting Acquiree (Details) - USD ($) | Mar. 31, 2023 | Feb. 14, 2023 |
Current assets | ||
Cash | $ 7,942 | |
Inventory | $ 3,250 | 3,939 |
Prepaid expenses | 4,374 | |
Current assets total | 16,255 | |
Office equipment | 625 | |
Intangible assets | 64,718 | |
Goodwill | 156,752 | |
Total assets | $ 143,250 | 238,350 |
Current liabilities | ||
Accounts payable and accrued liabilities | 162,174 | |
Amounts due to related parties | 158,934 | |
Convertible note and interest payable | 132,082 | |
Current liabilities total | 453,190 | |
Non-current note payable | 56,933 | |
Total liabilities | $ 520,123 |
Reorganization (Details Narrati
Reorganization (Details Narrative) - Common Stock [Member] - USD ($) | 3 Months Ended | |
Feb. 14, 2023 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 71,797,703 | |
Securities Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 206,667,233 | |
Increase in outstanding, shares | 287,190,813 | |
Purchase value | $ 10,333,362 | |
Securities Agreement [Member] | Convertible Notes Payable [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 71,797,703 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 155,946 | |
Depreciation | 77,625 | |
Net | 78,321 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 135,000 | |
Depreciation | 77,625 | |
Net | 57,375 | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 13,335 | |
Depreciation | ||
Net | 13,335 | |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,611 | |
Depreciation | ||
Net | $ 7,611 |
Schedule of Intangible Asset Am
Schedule of Intangible Asset Amortization (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 78,321 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 20,250 | |
2024 | 27,000 | |
2025 | 10,125 | |
Total | $ 57,375 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 473,114 | ||
Accrued liabilities | 7,228 | 744 | |
Total | $ 480,342 | $ 117,871 | $ 744 |
Schedule of Related Party Trans
Schedule of Related Party Transaction (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 473,114 | ||
Accrued liabilities | 7,228 | 744 | |
Total | 536,763 | $ 143,861 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable | 455,538 | ||
Accrued liabilities | 81,225 | ||
Total | $ 536,763 |
Notes payable, Convertible no_2
Notes payable, Convertible notes payable and Obligation to issue shares (Details Narrative) | 3 Months Ended | |||||||||
Mar. 29, 2023 USD ($) | Feb. 14, 2023 USD ($) shares | Jul. 23, 2021 USD ($) | May 10, 2021 USD ($) $ / shares shares | Jul. 12, 2019 USD ($) $ / shares | Mar. 01, 2019 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 DKK (kr) shares | Mar. 31, 2022 USD ($) $ / shares | Jun. 22, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Promissory note | 15% | |||||||||
Management fee | $ 201,591 | |||||||||
Promissory note | $ 10,000 | |||||||||
Common Stock [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares issued price per share | $ / shares | $ 0.033 | |||||||||
Shares to Kestrel, shares | shares | 71,797,703 | 71,797,703 | ||||||||
Convertible feature shares | shares | 71,797,703 | |||||||||
Convertible feature value | $ 3,589,885 | |||||||||
Convertible Promissory Note Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Promissory note | 10% | |||||||||
Additional loan advance | $ 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. | |||||||||
Chief Executive Officer [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Management fee | $ 2,183 | kr 15,000 | ||||||||
Director And Office [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Promissory note | 3% | |||||||||
Management fee | $ 17,173 | kr 118,000 | ||||||||
Loan Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||
Promissory note | 3.50% | |||||||||
Debt instrument maturity date | Apr. 15, 2022 | |||||||||
Accrued interest and fees | $ 7,144 | |||||||||
Convertible Loan Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares issued price per share | $ / shares | $ 1.45 | |||||||||
Convertible Loan Agreement [Member] | Chief Executive Officer [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000 | |||||||||
Promissory note | 3% | |||||||||
Debt instrument maturity date | Jul. 12, 2022 | |||||||||
Debt Settlement Arrangement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000 | |||||||||
Accrued interest and fees | $ 1,098 | |||||||||
Shares to Kestrel, shares | shares | 640,000 | |||||||||
Share per price | $ / shares | $ 0.033 |
Common stock (Details Narrative
Common stock (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 14, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issuance of common stock, value | $ 3,589,885 | |||
Convertible notes payable, current | ||||
Convertible Notes Payable [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Convertible notes payable, current | 20,000 | |||
Accrued interest | $ 1,098 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares to Kestrel, shares | 71,797,703 | |||
Issuance of common stock, value | $ 7,180 | |||
convertible loan settlement shares | 71,797,703 | |||
convertible loan settlement value | $ 3,589,885 | |||
Shares issued for debt, shares | 640,000 | |||
Common Stock [Member] | Convertible Notes Payable [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued for debt, shares | 640,000 | |||
Common Stock [Member] | Convertible Loan Settlement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
convertible loan settlement shares | 71,979,703 | |||
convertible loan settlement value | $ 3,589,885 | |||
Lithium Harvest [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares to Kestrel, shares | 206,667,233 | |||
Issuance of common stock, value | $ 10,333,362 |
Related party transactions (Det
Related party transactions (Details Narrative) | 3 Months Ended | |||||||
Feb. 14, 2023 USD ($) | Feb. 14, 2023 DKK (kr) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 DKK (kr) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 DKK (kr) | Mar. 29, 2023 | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 201,591 | |||||||
Annual salary | 53,476 | |||||||
Interest rate percenatge | 15% | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable and accrued interest | 19,413 | |||||||
Two Related Parties [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Office Expenses | 20,647 | |||||||
Director And Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 15,625 | |||||||
Pocket expenses | 1,180 | |||||||
Annual salary | 125,000 | |||||||
Lumb sum bonus | 25,000 | |||||||
Director And Officer [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 110,465 | |||||||
Muehlbauer Chief Technology Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 25,500 | |||||||
Salaries | 12,766 | |||||||
Sune Mathiesen Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 40,023 | kr 275,000 | ||||||
Pocket expenses | 1,915 | kr 13,157 | ||||||
Annual salary | 300,000 | 2,200,000 | ||||||
Salaries | 40,023 | 275,000 | ||||||
Notes payable and accrued interest | $ 2,195 | kr 15,088 | ||||||
Interest rate percenatge | 3% | 3% | ||||||
Annual bonus percentage | 150% | 150% | ||||||
Director And Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 284,243 | kr 1,953,067 | ||||||
Notes payable and accrued interest | $ 17,217 | kr 118,300 | ||||||
Interest rate percenatge | 3% | 3% | ||||||
Paw Juul Chief Technology Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 40,023 | 275,000 | ||||||
Annual salary | $ 300,000 | kr 2,200,000 | ||||||
Annual bonus percentage | 150% | 150% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 01, 2023 USD ($) | May 01, 2023 DKK (kr) | May 15, 2023 USD ($) $ / shares | May 01, 2023 DKK (kr) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Subsequent Event [Line Items] | ||||||
Share subscriptions per share | $ 0.0001 | $ 0.0001 | ||||
Subsequent Event [Member] | Lithium Harvest [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Annual rent | $ 336,016 | kr 2,308,800 | ||||
Rent advance | $ 252,012 | kr 577,200 | ||||
Rent deposit advance | kr | kr 1,154,400 | |||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share subscriptions | $ | $ 460,250 | |||||
Share subscriptions per share | $ 0.35 |