Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Sustainable Projects Group Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original Form 10-K”). | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | Tankedraget 7 | ||
Entity Address, Address Line One | Aalborg | ||
Entity Address, Postal Zip Code | 9000 | ||
City Area Code | 305 | ||
Local Phone Number | 814-2915 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 213,264 | ||
Entity Common Stock, Shares Outstanding | 287,696,813 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 2769 | ||
Auditor Name | Centurion ZD CPA & Co. | ||
Auditor Location | Hong Kong, China |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | |||
Cash and cash equivalents | $ 9,363 | $ 55,971 | |
Prepaid expenses and deposits | 4,374 | 4,242 | |
Current assets of discontinued operations | 53,028 | ||
TOTAL CURRENT ASSETS | 13,737 | 113,241 | |
Office equipment – Note 4 | 625 | 2,291 | |
TOTAL ASSETS | 14,362 | 115,532 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued liabilities – Note 6 | 162,067 | 173,067 | |
Notes payables | 50,000 | ||
Convertible note payable – Note 7 | 125,000 | ||
Interest payable – Note 7 | 22,297 | 9,273 | |
Current liabilities of discontinued operations | 9,643 | ||
TOTAL CURRENT LIABILITIES | 451,548 | 331,687 | |
NON-CURRENT LIABILITIES | |||
Convertible note payable – Note 7 | 50,000 | 100,000 | |
TOTAL NON-CURRENT LIABILITIES | 50,000 | 100,000 | |
TOTAL LIABILITIES | 501,548 | 431,687 | |
STOCKHOLDERS’ DEFICIT | |||
Common Stock – Note 8 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 8 | 21,098 | ||
Accumulated Deficit | (3,600,189) | (3,496,137) | |
Non-controlling interest – Note 10 | 66,979 | ||
TOTAL STOCKHOLDERS’ DEFICIT | (487,186) | (316,155) | $ 55,068 |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 14,362 | 115,532 | |
Related Party [Member] | |||
CURRENT LIABILITIES: | |||
Amount due to related parties – Note 12 | $ 142,184 | $ 89,704 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Gross Revenues | $ 233 | |
Cost of Goods Sold | (74) | |
Gross Margin | 159 | |
Operating Expenses | ||
Administrative and other operating expenses | 14,510 | 17,828 |
Depreciation | 1,667 | 29,348 |
Management fees | 52,500 | 36,000 |
Professional fees | 41,032 | 48,818 |
Impairment of intellectual properties | 91,125 | |
Impairment of goodwill | 156,752 | |
Impairment of trademark | 593 | |
Total Operating Expenses | 109,709 | 380,464 |
Operating loss before other items | (109,709) | (380,305) |
Interest expense | (13,024) | (6,265) |
Loss from continuing operations | (122,733) | (386,570) |
Loss from discontinued operations (Note 11) | (57,136) | (16,251) |
Gain on deconsolidation (Note 11) | 50,106 | |
Net loss | (129,763) | (402,821) |
Net loss attributed to non-controlling interest on discontinued operations | 25,711 | 7,313 |
Net loss and comprehensive loss | (104,052) | (395,508) |
Net loss and comprehensive loss attributed to shareholders | $ (104,052) | $ (395,508) |
Loss per share of common stock (Basic and diluted) | ||
Continuing operations Basic | $ (0.014) | $ (0.049) |
Continuing operations Diluted | (0.014) | (0.049) |
Discontinued operations Basic | (0.007) | (0.002) |
Discontinued operations Diluted | $ (0.007) | $ (0.002) |
Weighted average no. of shares of common stock | ||
Basic | 8,596,124 | 7,833,548 |
Diluted | 8,596,124 | 7,833,548 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares To Be Issued [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2020 | $ 778 | $ 3,080,627 | $ (3,100,629) | $ 74,292 | $ 55,068 | |
Balance, shares at Dec. 31, 2020 | 7,785,877 | |||||
Shares for debt at $0.033 per share | 21,098 | 21,098 | ||||
Shares issued at $0.033, shares | 640,000 | |||||
Net loss and comprehensive loss | (395,508) | (7,313) | (402,821) | |||
Shares for services at $0.035 per share | 10,500 | 10,500 | ||||
Shares issued for services at $0.035 | $ 30 | 10,470 | (10,500) | |||
Shares issued for services, shares | 300,000 | |||||
Balance at Dec. 31, 2021 | $ 808 | 3,091,097 | 21,098 | (3,496,137) | 66,979 | (316,155) |
Balance, shares at Dec. 31, 2021 | 8,085,877 | |||||
Shares for debt at $0.033 per share | $ 64 | 21,034 | (21,098) | |||
Shares issued at $0.033, shares | 640,000 | |||||
Deconsolidation of NCI | (41,268) | (41,268) | ||||
Net loss and comprehensive loss | (104,052) | (25,711) | (129,763) | |||
Balance at Dec. 31, 2022 | $ 872 | $ 3,112,131 | $ (3,600,189) | $ (487,186) | ||
Balance, shares at Dec. 31, 2022 | 8,725,877 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2021 $ / shares |
Common Stock [Member] | |
Shares issued price per share | $ 0.033 |
Common Stock One [Member] | |
Shares issued price per share | 0.035 |
Common Stock Two [Member] | |
Shares issued price per share | $ 0.035 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from operating activities: | ||
Net loss | $ (129,763) | $ (402,821) |
Loss from discontinued operations (Note 11) | 57,136 | 16,251 |
Loss from continuing operations | (72,627) | (386,570) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,667 | 29,581 |
Gain on deconsolidation | (50,106) | |
Shares issued for services | 10,500 | |
Impairment of intellectual property | 91,125 | |
Impairment of goodwill | 156,752 | |
Impairment of trademark | 593 | |
Changes in current assets and liabilities | ||
Prepaid expenses | (132) | 4,380 |
Inventory | 11,970 | |
Interest payable | 13,024 | 6,265 |
Accounts payable and accrued expenses | (11,000) | 45,161 |
Amount due to related parties | 52,480 | 1,200 |
From continuing operations | (66,694) | (29,043) |
From discontinued operations | (4,914) | (16,251) |
Net cash provided by (used in) operating activities | (71,608) | (45,294) |
Cash Flows from investing activities: | ||
Intangible assets | ||
Net cash used in investing activities | ||
Cash Flows from financing activities: | ||
Cash received on convertible note converted | 25,000 | 100,000 |
Net cash provided by financing activities | 25,000 | 100,000 |
Net (decrease) increase in cash and cash equivalents | (46,608) | 54,706 |
Cash and cash equivalents at beginning of period | 55,971 | 1,265 |
Cash and cash equivalents at end of period | 9,363 | 55,971 |
Cash paid for: | ||
Interest | ||
Taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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 wholesale distribution with a retail strategy relating to 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 pure-play lithium company focused on supplying high performance lithium compounds to the fast-growing electric vehicle (“EV”) and broader battery markets. It has developed a proprietary technology to extract lithium from oilfield wastewater, which it believes will enable it to manufacture lithium compounds quickly, at an attractive cost, and with a minimal environmental footprint, which it expects to provide a competitive advantage over other lithium manufacturers. On February 14, 2023, the Company entered into a Securities Exchange Agreement with Lithium Harvest ApS (“Lithium Harvest”) and all of the shareholders of Lithium Harvest. Pursuant to the agreement, the Company acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the shareholders of Lithium Harvest 206,667,233 71,797,703 287,190,813 These consolidated financial statements have been restated to reflect the identification of impairment of goodwill, intellectual property and inventories associated with the Company’s intellectual property related to its YER Brands subsidiary in the prior year ended December 31, 2021, and the removal of Lithium Harvest’s financial statements, which were improperly retroactively included in the Original Form 10-K as though the transaction between the Company and Lithium Harvest had been effective as of January 1, 2021. The Company’s year-end is December 31. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These consolidated 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 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 success of its future operations. The Company has accumulated a deficit of $ 3,600,189 The Company had $ 9,363 In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company’s. This outbreak could decrease spending, adversely affect demand for the Company’s product and harm the Company’s business and results of operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. |
Summary of Accounting Policies
Summary of Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Accounting Policies | 3. Summary of Accounting Policies Use of estimates and assumptions The preparation of the consolidated 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. Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of December 31, 2022 and December 31 2021, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements for each of the fiscal years ended December 31, 2022 and 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original Form 10-K”). These consolidated financial statements have been restated to reflect the identification of impairment of goodwill, intellectual property and inventories associated with the Company’s intellectual property related to its YER Brands subsidiary in the prior year ended December 31, 2021. These financial statements include the impairment of inventory, intellectual properties and intangible assets of YER Brands Inc Restatement of Previously Issued Consolidated Financial Statements. 1. Restatement of Financial Statements: The Company is restating its financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021, included in its Original Form 10-K, due to the identification of impairment of goodwill associated with the Company’s intellectual property related to its YER Brands subsidiary. This impairment occurred subsequent to the filing of the Original Form 10-K, retroactively, and has resulted in material adjustments to the consolidated financial statements. The impairment assessment was performed in accordance with auditing standards generally accepted in the United States (“US GAAP”). 2. Change in Accounting Treatment of Reverse Acquisition: The Company has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-K. Upon further evaluation, the Company determined that prior year adjustments were necessary. The Company impaired goodwill and intellectual property and wrote-off inventory of YER Brands Inc. as of the year ended December 31, 2021. These consolidated financial statements have also been restated for the fiscal year ended December 31, 2022 to remove the results of the Consolidated Balance Sheets, Statement of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit) and Statements of Cash Flows of Lithium Harvest ApS. Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly subsidiary YER Brands Inc., and its joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.). The Company controls 55% of Hero Wellness Systems Inc. Pursuant to Accounting Standards Codification Topic 810, the joint venture company is considered as a variable interest entity that requires the Company to consolidate its account. All intercompany balances and transactions have been eliminated in the consolidation. The operating results of the joint venture have been included in the Company’s consolidated financial statements and the non-controlling interest that was not attributable to the Company has been reported separately. At September 30, 2022, Hero Wellness Systems’ assets were impaired and the Company impaired its investment and eliminated Hero Wellness System’s accounts from the consolidated financial statements. 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 a corporation-wide basis in comparison to its various businesses. The Company has two 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 gross sales and miscellaneous income. At December 31, 2022, revenues and total assets were reported as follows (Restated): Schedule of Segment Reporting Year Ended Year Ended December 31, 2022 December 31, 2021 Sales Sustainable Projects Group $ - $ - YER Brands - 233 Total Sales $ - $ 233 Total Assets Sustainable Projects Group $ 13,435 $ 59,805 YER Brands 927 2,699 Hero Wellness Systems (discontinued operations) - 53,028 Total Assets $ 14,362 $ 115,532 Intangible assets Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. Website costs have been capitalized and will be subject to amortization once the website is operational. They will be amortized over the life of the license to which it supports. Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives on a 3 Loss per share The Company reports basic loss per share in accordance with ASC Topic 260, Earnings Per Share (“ASC 260”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic loss per share is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. Loss per share presented in the financial statements is basic loss per share as defined by ASU 260. There is no diluted net loss per share on the potential exercise of the equity-based financial instruments; thus, a state of anti-dilution has occurred. Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50, “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs, the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. Concentration of credit risk The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Financial instruments The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Fair value measurements The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 — Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Advertising and Promotion Costs The Company follows ASC 720, “Advertising Costs” and expenses costs as incurred. Revenue recognition In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Inventory Inventories are stated at the lower of cost or net realizable value using the first-in, first out (FIFO) cost method of accounting. Cost is determined using the first in, first out (FIFO) cost method. Costs include the cost of purchase and transportation costs that are directly incurred to bring the inventories to their present location, and duty. Net realizable value is the estimated selling price of the inventory in the ordinary course of business, less any estimated selling costs. Stock based compensation The Company follows the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employee stock-based compensation, the Company applies ASC 505, “Equity-Based Payments to Non-employees”. This standard provides that all stock-based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably measured or determinable. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718), Improvements to Non-employee Share-Based Payment Accounting”, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when non-employee share-based payment awards contain such conditions. The new standard also eliminates the requirement to re-assess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. The adoption of this new standard did not have an impact on the Company’s financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have, a major effect on an entity’s operations and financial results. Income taxes The Company follows the guideline under ASC Topic 740, “Income Taxes: Simplifying the Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as of December 31, 2022 and 2021. 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. |
Office Furniture and Equipment
Office Furniture and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Office Furniture and Equipment | 4. Office Furniture and Equipment Schedule of Office Furniture and Equipment Dec 31, 2022 Dec 31, 2021 Cost $ 9,789 $ 9,789 Property plant and equipment gross $ 9,789 $ 9,789 Accumulated depreciation (9,164 ) (7,498 ) Total $ 625 $ 2,291 Depreciation for the year ended December 31, 2022 was $ 1,667 2,581 |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Consolidated Financial Statements | 5. Restatement of Previously Issued Consolidated Financial Statements The following presents a reconciliation of the impacted financial statement line items as originally filed to the restated amounts as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021. The previously reported amounts reflect those included in the Original Form 10-K filed with the SEC on March 31, 2023. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustment” represent the effects of this restatement due to the revisions mentioned above. Consolidated Balance Sheets Schedule of Restatements As Filed Restated Adjustment As Restated As of December 31, 2022 As Filed Restated Adjustment As Restated As of ASSETS Current Assets: Cash and cash equivalents $ 9,363 - $ 9,363 Other receivables 32,180 (32,180 ) - Inventory 3,939 (3,939 ) - Prepaid expenses 4,403 (29 ) 4,374 TOTAL CURRENT ASSETS 49,885 - 13,737 Office Equipment 625 - 625 Intangible assets 74,778 (74,778 ) - Goodwill 156,752 (156,752 ) - TOTAL ASSETS $ 282,040 - $ 14,362 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 279,888 (117,821 ) $ 162,067 Amount due to related party 287,911 (145,727 ) 142,184 Convertible Note - 125,000 125,000 Interest payable - 22,297 22,297 Discontinued assets - - - Note payables - - - TOTAL CURRENT LIABILITIES 567,799 451,548 NON-CURRENT LIABILITIES Notes payable $ 56,722 (6,722 ) $ 50,000 TOTAL NON-CURRENT LIABILITIES 56,722 50,000 TOTAL LIABILITIES $ 624,521 - $ 501,548 Commitments and Contingencies $ - - $ - STOCKHOLDERS’ EQUITY Common Stock Par Value: $ 0.0001 500,000,000 8,725,877 $ 28,719 (27,847 ) $ 872 Additional Paid in Capital 17,007,531 (13,895,400 ) 3,112,131 Accumulated Deficit (17,375,748 ) 13,775,559 (3,600,189 ) Accumulated other comprehensive income (loss) (2,983 ) 2,983 - Obligation to issue shares - - - Non-controlling interest - - - TOTAL STOCKHOLDERS’ EQUITY (342,481 ) - (487,186 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 282,040 - $ 14,362 Consolidated Balance Sheets As Filed Restated Adjustment As Restated As of December 31, 2021 As Filed Restated Adjustment As Restated As of ASSETS Current Assets: Cash and cash equivalents $ 62,929 (6,958 ) $ 55,971 Inventory 3,939 (3,939 ) - Prepaid expenses 4,242 - 4,242 Discontinued assets 53,028 - 53,028 TOTAL CURRENT ASSETS 124,138 113,241 Office Equipment 2,292 (1 ) 2,291 Intangible assets 91,718 (91,718 ) - Goodwill 156,752 (156,752 ) - TOTAL ASSETS $ 374,900 $ 115,532 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 173,828 (761 ) $ 173,067 Amount due to related party 89,704 - 89,704 Note payables - 50,000 50,000 Interest payable - 9,273 9,273 Discontinued assets 9,643 - 9,643 TOTAL CURRENT LIABILITIES 273,175 331,687 NON-CURRENT LIABILITIES Notes payable $ 54,972 45,028 $ 100,000 TOTAL NON-CURRENT LIABILITIES 54,972 100,000 TOTAL LIABILITIES $ 328,147 $ 431,687 Commitments and Contingencies $ - - $ - STOCKHOLDERS’ EQUITY Common Stock Par Value: $ 0.0001 500,000,000 8,085,877 $ 27,219 (26,411 ) $ 808 Additional Paid in Capital 16,269,956 (13,178,859 ) 3,091,097 Obligation to issue shares 21,098 - 21,098 Accumulated Deficit (16,338,231 ) 12,842,094 (3,496,137 ) Other Accumulated Comprehensive Loss (268 ) 268 - Non-controlling interest 66,979 - 66,979 TOTAL STOCKHOLDERS’ EQUITY 46,753 (316,155 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 374,900 $ 115,532 Consolidated Statements of Operations and Comprehensive Loss As Filed Restated Adjustment As Restated For the year ended December 31, 2022 As Filed Restated Adjustment As Restated Revenues $ - - $ - Gross Revenues - - - Cost of Goods Sold - - - Gross Margin - - Operating Expenses Administrative and other operating expenses $ 16,703 (2,193 ) $ 14,510 Deprecation 28,667 (27,000 ) 1,667 Management fees 160,690 (108,190 ) 52,500 Professional fees 145,626 (104,594 ) 41,032 Travel expenses 9,785 (9,785 ) - Operating loss before other items (361,471 ) (109,709 ) Financing fees (692,977 ) 692,977 - Interest expenses (1,750 ) (11,274 ) (13,024 ) Loss from continuing operations (1,056,198 ) - (122,733 ) Loss from discontinued operations (57,136 ) - (57,136 ) Gain on deconsolidation 50,106 - 50,106 Net loss $ (1,063,228 ) 933,465 $ (129,763 ) Net loss attributed to non-controlling interest on discontinued operations 25,711 - 25,711 Net loss on continuing operations, attributed to shareholders (1,037,517 ) - (104,052 ) Comprehensive loss - translation (2,715 ) 2,715 - Net loss and comprehensive loss Translation (1,040,232 ) - (104,052 ) Loss per share of common stock (Basic and diluted) Continuing operations $ (0.004 ) - $ (0.014 ) Discontinued operations $ (0.0002 ) $ (0.007 ) Weighted average no. of share of common stock Basic and diluted 272,701,519 - 8,596,124 Consolidated Statements of Operations and Comprehensive Loss As Filed Restated Adjustment As Restated For the year ended December 31, 2021 As Filed Restated Adjustment As Restated Revenues Gross Revenues $ 233 $ 233 Cost of Goods Sold (74 ) (74 ) Gross Margin 159 159 Operating Expenses Administrative and other operating expenses $ 14,198 3,630 $ 17,828 Deprecation 29,348 29,348 Management fees 36,000 36,000 Professional fees 49,609 (791 ) 48,818 Impairment of intellectual properties - 91,125 91,125 Impairment of goodwill - 156,752 156,752 Impairment of trademark - 593 593 Operating loss before other items (128,996 ) (380,305 ) Financing fees (2,771,908 ) 2,771,908 - Interest expenses (1,964 ) (4,301 ) (6,265 ) Loss from continuing operations (2,902,868 ) 2,516,298 (386,570 ) Loss from discontinued operations (16,251 ) (16,251 ) Net loss $ (2,919,119 ) 2,516,298 $ (402,821 ) Net loss attributed to non-controlling interest on discontinued operations 7,313 7,313 Net loss on continuing operations, attributed to shareholders (2,911,806 ) (395,508 ) Comprehensive loss - translation (583 ) 583 - Net loss and comprehensive loss Translation (2,912,389 ) (395,508 ) Loss per share of common stock (Basic and diluted) Continuing operations $ (0.012 ) $ (0.049 ) Discontinued operations $ (0.000 ) $ (0.002 ) Weighted average no. of share of common stock Basic and diluted 240,404,286 7,833,548 Consolidated Statements of Cash Flows As Filed Restated Adjustment As Restated For the year ended December 31, 2022 As Filed Restated Adjustment As Restated Cash Flows from operating activities: Net loss (1,063,228 ) 933,465 (129,763 ) Loss from discontinued operations (Note 11) 57,136 - 57,136 Loss from continuing operations (1,006,092 ) 933,465 (72,627 ) Adjustments to reconcile net loss to net Depreciation 28,667 (27,000 ) 1,667 Shares issued for services - - - Gain on deconsolidation (50,105 ) (1 ) (50,106 ) Financing expenses 692,977 (692,977 ) - Changes in current assets and liabilities Prepaid expenses (5,161 ) 5,029 (132 ) Inventory - - - Other receivables (32,180 ) 32,180 - Interest payable 18,862 (5,838 ) 13,024 Accounts payable and accrued expenses (93,947 ) 82,947 (11,000 ) Amount due to related parties 198,208 (145,728 ) 52,480 Net cash used in operating activities From continuing operations (60,877 ) (5,817 ) (66,694 ) From discontinued operations (4,914 ) - (4,914 ) Net cash provided by (used in) operating activities (65,791 ) (5,817 ) (71,608 ) Cash Flows from investing activities: Intangible assets (10,060 ) 10,060 - Net cash used in investing activities (10,060 ) 10,060 - Cash Flows from financing activities: Cash received on convertible note converted 25,000 - 25,000 Net cash provided by financing activities 25,000 - 25,000 Effect of foreign exchange on cash (2,715 ) 2,715 - Net (decrease) increase in cash and cash equivalents (53,566 ) - (46,608 ) Cash and cash equivalents at beginning of period 62,929 - 55,971 Cash and cash equivalents at end of period 9,363 - 9,363 Consolidated Statements of Cash Flows As Filed Restated Adjustment As Restated For the year ended December 31, 2021 As Filed Restated Adjustment As Restated Cash Flows from operating activities: Net loss (2,919,119 ) 2,516,298 (402,821 ) Loss from discontinued operations (Note 11) 16,251 16,251 Loss from continuing operations (2,902,868 ) 2,516,298 (386,570 ) Adjustments to reconcile net loss to net Depreciation 29,581 29,581 Shares issued for services 10,500 10,500 Financing charges 2,771,908 (2,771,908 ) - Impairment of intellectual properties - 91,125 91,125 Impairment of goodwill - 156,752 156,752 Impairment of trademark - 593 593 Changes in current assets and liabilities Prepaid expenses 4,380 4,380 Inventory 8,030 3,940 11,970 Interest payable 2,725 3,540 6,265 Accounts payable and accrued expenses 45,161 45,161 Amount due to related parties 1,200 1,200 Net cash used in operating activities From continuing operations (29,383 ) 340 (29,043 ) From discontinued operations (16,251 ) (16,251 ) Net cash provided by (used in) operating activities (45,634 ) 340 (45,294 ) Cash Flows from financing activities: Cash received on convertible note converted 100,000 100,000 Net cash provided by financing activities 100,000 100,000 Effect of foreign exchange on cash (583 ) - Net increase in cash and cash equivalents 54,706 54,706 Cash and cash equivalents at beginning of period 1,265 - 1,265 Cash and cash equivalents at end of period 55,971 - 55,971 The Company restated its December 31, 2022 and December 31, 2021 financial statements. It has impaired goodwill, intellectual property and inventory of YER Brands in December 31, 2021. The Company also removed all the financial information of Lithium Harvest retrospectively as if it did not occur on January 1, 2021. In addition, amounts were restated in the following notes: ● Note 6. Accounts Payable and Accrued Liabilities ● Note 7. Note Payable, Convertible Notes Payables and Obligation to Issue Shares ● Note 8. Common Stock ● Note 9. Impairment ● Note |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 6. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December 31, 2022 and 2021 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Dec 31, 2022 Dec 31, 2021 Accounts payable $ $ Professional fees 98,532 55,478 Consulting fees 35,000 35,000 Others 8,603 71,589 Accrued liabilities Accounting fee 2,000 2,000 Audit fee 6,500 9,000 Legal 11,432 - Total $ 162,067 $ 173,067 |
Note Payable, Convertible Notes
Note Payable, Convertible Notes Payable and Obligation to Issue Shares | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable, Convertible Notes Payable and Obligation to Issue Shares | 7. 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 6,722 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-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 15,575 4,301 Subsequent Events), 71,797,703 3,589,885 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock The following stock transaction occurred in the Company during the year ended December 31, 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 arrangement to issue 640,000 20,000 1,098 0.033 (See Note 7, Note Payable, Convertible Note Payable and Obligation to Issue Shares). b) 300,000 10,500 0.035 |
Impairment
Impairment | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment | 9. Impairment The Company restated its December 31, 2021 consolidated financial statements and impaired $ 156,752 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 At the same time, the Company also impaired trademark assets of $ 593 91,125 Summary of Intangible Assets December 31, 2021 Cost Depreciation Impairment Net Intellectual properties $ 135,000 $ 43,875 $ 91,125 $ - Trademark $ 593 - 593 - |
Equity in Joint Venture, Non-Co
Equity in Joint Venture, Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Equity in Joint Venture, Non-Controlling Interest | 10. 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 Dec 31, 2022 Dec 31, 2021 Assets $ - $ 53,028 Liabilities (8,837 ) (9,643 ) Net Assets $ (8,837 ) $ 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 $ (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 | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. Discontinued Operations 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 Dec 31, 2022 Dec 31, 2021 Revenues Sales $ 4,280 5,120 Cost of sales (5,472 ) (6,599 ) Net loss (1,192 ) (1,479 ) Expenses General and administrative 5,888 12,022 Professional fees 2,500 2,750 Inventory write down 47,556 - Operating expense (55,944 ) (14,772 ) Net loss from discontinued operations $ (57,136 ) (16,251 ) Upon consolidation, the Company recorded the following gain Net liabilities eliminated on deconsolidation $ (8,838 ) Elimination of non-controlling interest (41,268 ) Gain on deconsolidation $ 50,106 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions During the twelve months ended December 31, 2022, the Company incurred management fees from a director/officer totaling an aggregate of $ 40,500 24,000 82,750 2,020 12,000 12,000 12,766 24,000 At December 31, 2022, the Company owed a company controlled by the above two related parties of $ 20,647 See Note 7 Notes Payable, Convertible Notes Payable and Obligation to Issue Shares, |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss for the year ended December 31, 2022 and 2021 for the Company as follows: Schedule of Effective Tax Rates Dec 31, 2022 Dec 31, 2021 Net loss for the year $ (129,763 ) $ (402,821 ) Statutory and effective tax rate 21 % 21 % Income tax recovery at the effective rate (16,728 ) (84,592 ) Permanent differences (10,522 ) - True-up prior years’ differences Tax benefit deferred 27,250 84,592 Income tax recovery $ - $ - The Company has accumulated net operating losses for income tax purposes of $ 1,830,610 625,796 1,204,894 Schedule of Components of the Net Deferred Tax Asset Dec 31, 2022 Dec 31, 2021 Tax losses carried forward $ 1,830,700 $ 1,688,500 Intangible Assets and Goodwill temporary differences 233,100 252,500 Net timing differences 2,063,800 1,941,000 Statutory and effective tax rate 21 % 21 % Deferred tax assets 433,400 407,600 Valuation allowance (433,400 ) (407,600 ) Net deferred asset $ - $ - The change in the valuation allowance for the period ended December 31, 2022 was 27,250 The change in valuation for year ended December 31, 2021 was $ 84,592 The Company files income tax returns in the United States of America and in the State of Florida and Indiana. At December 31, 2022, the Company is current with all its filings. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 14. Commitment and Contingencies The Company has no commitments and contingencies liabilities to be disclosed. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | 15. Legal Matters The Company has no known legal issues pending. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On February 14, 2023, the Company entered into a Securities Exchange Agreement with Lithium Harvest and all of the shareholders of Lithium Harvest. Pursuant to the agreement, the Company acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the shareholders of Lithium Harvest 206,667,233 71,797,703 287,190,813 On March 29, 2023, the Company entered into a promissory note with a shareholder for $ 10,000 15% |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of the consolidated 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. |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of December 31, 2022 and December 31 2021, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements for each of the fiscal years ended December 31, 2022 and 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original Form 10-K”). These consolidated financial statements have been restated to reflect the identification of impairment of goodwill, intellectual property and inventories associated with the Company’s intellectual property related to its YER Brands subsidiary in the prior year ended December 31, 2021. These financial statements include the impairment of inventory, intellectual properties and intangible assets of YER Brands Inc Restatement of Previously Issued Consolidated Financial Statements. 1. Restatement of Financial Statements: The Company is restating its financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021, included in its Original Form 10-K, due to the identification of impairment of goodwill associated with the Company’s intellectual property related to its YER Brands subsidiary. This impairment occurred subsequent to the filing of the Original Form 10-K, retroactively, and has resulted in material adjustments to the consolidated financial statements. The impairment assessment was performed in accordance with auditing standards generally accepted in the United States (“US GAAP”). 2. Change in Accounting Treatment of Reverse Acquisition: The Company has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-K. Upon further evaluation, the Company determined that prior year adjustments were necessary. The Company impaired goodwill and intellectual property and wrote-off inventory of YER Brands Inc. as of the year ended December 31, 2021. These consolidated financial statements have also been restated for the fiscal year ended December 31, 2022 to remove the results of the Consolidated Balance Sheets, Statement of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit) and Statements of Cash Flows of Lithium Harvest ApS. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly subsidiary YER Brands Inc., and its joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.). The Company controls 55% of Hero Wellness Systems Inc. Pursuant to Accounting Standards Codification Topic 810, the joint venture company is considered as a variable interest entity that requires the Company to consolidate its account. All intercompany balances and transactions have been eliminated in the consolidation. The operating results of the joint venture have been included in the Company’s consolidated financial statements and the non-controlling interest that was not attributable to the Company has been reported separately. At September 30, 2022, Hero Wellness Systems’ assets were impaired and the Company impaired its investment and eliminated Hero Wellness System’s accounts from the consolidated financial statements. |
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 a corporation-wide basis in comparison to its various businesses. The Company has two 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 gross sales and miscellaneous income. At December 31, 2022, revenues and total assets were reported as follows (Restated): Schedule of Segment Reporting Year Ended Year Ended December 31, 2022 December 31, 2021 Sales Sustainable Projects Group $ - $ - YER Brands - 233 Total Sales $ - $ 233 Total Assets Sustainable Projects Group $ 13,435 $ 59,805 YER Brands 927 2,699 Hero Wellness Systems (discontinued operations) - 53,028 Total Assets $ 14,362 $ 115,532 |
Intangible assets | Intangible assets Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. Website costs have been capitalized and will be subject to amortization once the website is operational. They will be amortized over the life of the license to which it supports. |
Equipment | Equipment Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives on a 3 |
Loss per share | Loss per share The Company reports basic loss per share in accordance with ASC Topic 260, Earnings Per Share (“ASC 260”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic loss per share is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. Loss per share presented in the financial statements is basic loss per share as defined by ASU 260. There is no diluted net loss per share on the potential exercise of the equity-based financial instruments; thus, a state of anti-dilution has occurred. |
Website development costs | Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50, “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs, the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales. |
Concentration of credit risk | Concentration of credit risk The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. |
Financial instruments | Financial instruments The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Fair value measurements | Fair value measurements The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 — Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
Advertising and Promotion Costs | Advertising and Promotion Costs The Company follows ASC 720, “Advertising Costs” and expenses costs as incurred. |
Revenue recognition | Revenue recognition In May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value using the first-in, first out (FIFO) cost method of accounting. Cost is determined using the first in, first out (FIFO) cost method. Costs include the cost of purchase and transportation costs that are directly incurred to bring the inventories to their present location, and duty. Net realizable value is the estimated selling price of the inventory in the ordinary course of business, less any estimated selling costs. |
Stock based compensation | Stock based compensation The Company follows the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employee stock-based compensation, the Company applies ASC 505, “Equity-Based Payments to Non-employees”. This standard provides that all stock-based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably measured or determinable. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718), Improvements to Non-employee Share-Based Payment Accounting”, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when non-employee share-based payment awards contain such conditions. The new standard also eliminates the requirement to re-assess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. The adoption of this new standard did not have an impact on the Company’s financial statements. |
Credit Losses | Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. |
Discontinued operations | Discontinued operations Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have, a major effect on an entity’s operations and financial results. |
Income taxes | Income taxes The Company follows the guideline under ASC Topic 740, “Income Taxes: Simplifying the Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as of December 31, 2022 and 2021. |
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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting Year Ended Year Ended December 31, 2022 December 31, 2021 Sales Sustainable Projects Group $ - $ - YER Brands - 233 Total Sales $ - $ 233 Total Assets Sustainable Projects Group $ 13,435 $ 59,805 YER Brands 927 2,699 Hero Wellness Systems (discontinued operations) - 53,028 Total Assets $ 14,362 $ 115,532 |
Office Furniture and Equipment
Office Furniture and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Office Furniture and Equipment | Schedule of Office Furniture and Equipment Dec 31, 2022 Dec 31, 2021 Cost $ 9,789 $ 9,789 Property plant and equipment gross $ 9,789 $ 9,789 Accumulated depreciation (9,164 ) (7,498 ) Total $ 625 $ 2,291 |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatements | Schedule of Restatements As Filed Restated Adjustment As Restated As of December 31, 2022 As Filed Restated Adjustment As Restated As of ASSETS Current Assets: Cash and cash equivalents $ 9,363 - $ 9,363 Other receivables 32,180 (32,180 ) - Inventory 3,939 (3,939 ) - Prepaid expenses 4,403 (29 ) 4,374 TOTAL CURRENT ASSETS 49,885 - 13,737 Office Equipment 625 - 625 Intangible assets 74,778 (74,778 ) - Goodwill 156,752 (156,752 ) - TOTAL ASSETS $ 282,040 - $ 14,362 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 279,888 (117,821 ) $ 162,067 Amount due to related party 287,911 (145,727 ) 142,184 Convertible Note - 125,000 125,000 Interest payable - 22,297 22,297 Discontinued assets - - - Note payables - - - TOTAL CURRENT LIABILITIES 567,799 451,548 NON-CURRENT LIABILITIES Notes payable $ 56,722 (6,722 ) $ 50,000 TOTAL NON-CURRENT LIABILITIES 56,722 50,000 TOTAL LIABILITIES $ 624,521 - $ 501,548 Commitments and Contingencies $ - - $ - STOCKHOLDERS’ EQUITY Common Stock Par Value: $ 0.0001 500,000,000 8,725,877 $ 28,719 (27,847 ) $ 872 Additional Paid in Capital 17,007,531 (13,895,400 ) 3,112,131 Accumulated Deficit (17,375,748 ) 13,775,559 (3,600,189 ) Accumulated other comprehensive income (loss) (2,983 ) 2,983 - Obligation to issue shares - - - Non-controlling interest - - - TOTAL STOCKHOLDERS’ EQUITY (342,481 ) - (487,186 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 282,040 - $ 14,362 Consolidated Balance Sheets As Filed Restated Adjustment As Restated As of December 31, 2021 As Filed Restated Adjustment As Restated As of ASSETS Current Assets: Cash and cash equivalents $ 62,929 (6,958 ) $ 55,971 Inventory 3,939 (3,939 ) - Prepaid expenses 4,242 - 4,242 Discontinued assets 53,028 - 53,028 TOTAL CURRENT ASSETS 124,138 113,241 Office Equipment 2,292 (1 ) 2,291 Intangible assets 91,718 (91,718 ) - Goodwill 156,752 (156,752 ) - TOTAL ASSETS $ 374,900 $ 115,532 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 173,828 (761 ) $ 173,067 Amount due to related party 89,704 - 89,704 Note payables - 50,000 50,000 Interest payable - 9,273 9,273 Discontinued assets 9,643 - 9,643 TOTAL CURRENT LIABILITIES 273,175 331,687 NON-CURRENT LIABILITIES Notes payable $ 54,972 45,028 $ 100,000 TOTAL NON-CURRENT LIABILITIES 54,972 100,000 TOTAL LIABILITIES $ 328,147 $ 431,687 Commitments and Contingencies $ - - $ - STOCKHOLDERS’ EQUITY Common Stock Par Value: $ 0.0001 500,000,000 8,085,877 $ 27,219 (26,411 ) $ 808 Additional Paid in Capital 16,269,956 (13,178,859 ) 3,091,097 Obligation to issue shares 21,098 - 21,098 Accumulated Deficit (16,338,231 ) 12,842,094 (3,496,137 ) Other Accumulated Comprehensive Loss (268 ) 268 - Non-controlling interest 66,979 - 66,979 TOTAL STOCKHOLDERS’ EQUITY 46,753 (316,155 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 374,900 $ 115,532 Consolidated Statements of Operations and Comprehensive Loss As Filed Restated Adjustment As Restated For the year ended December 31, 2022 As Filed Restated Adjustment As Restated Revenues $ - - $ - Gross Revenues - - - Cost of Goods Sold - - - Gross Margin - - Operating Expenses Administrative and other operating expenses $ 16,703 (2,193 ) $ 14,510 Deprecation 28,667 (27,000 ) 1,667 Management fees 160,690 (108,190 ) 52,500 Professional fees 145,626 (104,594 ) 41,032 Travel expenses 9,785 (9,785 ) - Operating loss before other items (361,471 ) (109,709 ) Financing fees (692,977 ) 692,977 - Interest expenses (1,750 ) (11,274 ) (13,024 ) Loss from continuing operations (1,056,198 ) - (122,733 ) Loss from discontinued operations (57,136 ) - (57,136 ) Gain on deconsolidation 50,106 - 50,106 Net loss $ (1,063,228 ) 933,465 $ (129,763 ) Net loss attributed to non-controlling interest on discontinued operations 25,711 - 25,711 Net loss on continuing operations, attributed to shareholders (1,037,517 ) - (104,052 ) Comprehensive loss - translation (2,715 ) 2,715 - Net loss and comprehensive loss Translation (1,040,232 ) - (104,052 ) Loss per share of common stock (Basic and diluted) Continuing operations $ (0.004 ) - $ (0.014 ) Discontinued operations $ (0.0002 ) $ (0.007 ) Weighted average no. of share of common stock Basic and diluted 272,701,519 - 8,596,124 Consolidated Statements of Operations and Comprehensive Loss As Filed Restated Adjustment As Restated For the year ended December 31, 2021 As Filed Restated Adjustment As Restated Revenues Gross Revenues $ 233 $ 233 Cost of Goods Sold (74 ) (74 ) Gross Margin 159 159 Operating Expenses Administrative and other operating expenses $ 14,198 3,630 $ 17,828 Deprecation 29,348 29,348 Management fees 36,000 36,000 Professional fees 49,609 (791 ) 48,818 Impairment of intellectual properties - 91,125 91,125 Impairment of goodwill - 156,752 156,752 Impairment of trademark - 593 593 Operating loss before other items (128,996 ) (380,305 ) Financing fees (2,771,908 ) 2,771,908 - Interest expenses (1,964 ) (4,301 ) (6,265 ) Loss from continuing operations (2,902,868 ) 2,516,298 (386,570 ) Loss from discontinued operations (16,251 ) (16,251 ) Net loss $ (2,919,119 ) 2,516,298 $ (402,821 ) Net loss attributed to non-controlling interest on discontinued operations 7,313 7,313 Net loss on continuing operations, attributed to shareholders (2,911,806 ) (395,508 ) Comprehensive loss - translation (583 ) 583 - Net loss and comprehensive loss Translation (2,912,389 ) (395,508 ) Loss per share of common stock (Basic and diluted) Continuing operations $ (0.012 ) $ (0.049 ) Discontinued operations $ (0.000 ) $ (0.002 ) Weighted average no. of share of common stock Basic and diluted 240,404,286 7,833,548 Consolidated Statements of Cash Flows As Filed Restated Adjustment As Restated For the year ended December 31, 2022 As Filed Restated Adjustment As Restated Cash Flows from operating activities: Net loss (1,063,228 ) 933,465 (129,763 ) Loss from discontinued operations (Note 11) 57,136 - 57,136 Loss from continuing operations (1,006,092 ) 933,465 (72,627 ) Adjustments to reconcile net loss to net Depreciation 28,667 (27,000 ) 1,667 Shares issued for services - - - Gain on deconsolidation (50,105 ) (1 ) (50,106 ) Financing expenses 692,977 (692,977 ) - Changes in current assets and liabilities Prepaid expenses (5,161 ) 5,029 (132 ) Inventory - - - Other receivables (32,180 ) 32,180 - Interest payable 18,862 (5,838 ) 13,024 Accounts payable and accrued expenses (93,947 ) 82,947 (11,000 ) Amount due to related parties 198,208 (145,728 ) 52,480 Net cash used in operating activities From continuing operations (60,877 ) (5,817 ) (66,694 ) From discontinued operations (4,914 ) - (4,914 ) Net cash provided by (used in) operating activities (65,791 ) (5,817 ) (71,608 ) Cash Flows from investing activities: Intangible assets (10,060 ) 10,060 - Net cash used in investing activities (10,060 ) 10,060 - Cash Flows from financing activities: Cash received on convertible note converted 25,000 - 25,000 Net cash provided by financing activities 25,000 - 25,000 Effect of foreign exchange on cash (2,715 ) 2,715 - Net (decrease) increase in cash and cash equivalents (53,566 ) - (46,608 ) Cash and cash equivalents at beginning of period 62,929 - 55,971 Cash and cash equivalents at end of period 9,363 - 9,363 Consolidated Statements of Cash Flows As Filed Restated Adjustment As Restated For the year ended December 31, 2021 As Filed Restated Adjustment As Restated Cash Flows from operating activities: Net loss (2,919,119 ) 2,516,298 (402,821 ) Loss from discontinued operations (Note 11) 16,251 16,251 Loss from continuing operations (2,902,868 ) 2,516,298 (386,570 ) Adjustments to reconcile net loss to net Depreciation 29,581 29,581 Shares issued for services 10,500 10,500 Financing charges 2,771,908 (2,771,908 ) - Impairment of intellectual properties - 91,125 91,125 Impairment of goodwill - 156,752 156,752 Impairment of trademark - 593 593 Changes in current assets and liabilities Prepaid expenses 4,380 4,380 Inventory 8,030 3,940 11,970 Interest payable 2,725 3,540 6,265 Accounts payable and accrued expenses 45,161 45,161 Amount due to related parties 1,200 1,200 Net cash used in operating activities From continuing operations (29,383 ) 340 (29,043 ) From discontinued operations (16,251 ) (16,251 ) Net cash provided by (used in) operating activities (45,634 ) 340 (45,294 ) Cash Flows from financing activities: Cash received on convertible note converted 100,000 100,000 Net cash provided by financing activities 100,000 100,000 Effect of foreign exchange on cash (583 ) - Net increase in cash and cash equivalents 54,706 54,706 Cash and cash equivalents at beginning of period 1,265 - 1,265 Cash and cash equivalents at end of period 55,971 - 55,971 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of December 31, 2022 and 2021 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Dec 31, 2022 Dec 31, 2021 Accounts payable $ $ Professional fees 98,532 55,478 Consulting fees 35,000 35,000 Others 8,603 71,589 Accrued liabilities Accounting fee 2,000 2,000 Audit fee 6,500 9,000 Legal 11,432 - Total $ 162,067 $ 173,067 |
Impairment (Tables)
Impairment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Assets and Goodwill | 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 |
Summary of Intangible Assets | Summary of Intangible Assets December 31, 2021 Cost Depreciation Impairment Net Intellectual properties $ 135,000 $ 43,875 $ 91,125 $ - Trademark $ 593 - 593 - |
Equity in Joint Venture, Non-_2
Equity in Joint Venture, Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Equity in Joint Venture, Non-Controlling Interest | Schedule of Equity in Joint Venture, Non-Controlling Interest Dec 31, 2022 Dec 31, 2021 Assets $ - $ 53,028 Liabilities (8,837 ) (9,643 ) Net Assets $ (8,837 ) $ 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 $ (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) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Schedule of Discontinued Operations Dec 31, 2022 Dec 31, 2021 Revenues Sales $ 4,280 5,120 Cost of sales (5,472 ) (6,599 ) Net loss (1,192 ) (1,479 ) Expenses General and administrative 5,888 12,022 Professional fees 2,500 2,750 Inventory write down 47,556 - Operating expense (55,944 ) (14,772 ) Net loss from discontinued operations $ (57,136 ) (16,251 ) Upon consolidation, the Company recorded the following gain Net liabilities eliminated on deconsolidation $ (8,838 ) Elimination of non-controlling interest (41,268 ) Gain on deconsolidation $ 50,106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rates | Schedule of Effective Tax Rates Dec 31, 2022 Dec 31, 2021 Net loss for the year $ (129,763 ) $ (402,821 ) Statutory and effective tax rate 21 % 21 % Income tax recovery at the effective rate (16,728 ) (84,592 ) Permanent differences (10,522 ) - True-up prior years’ differences Tax benefit deferred 27,250 84,592 Income tax recovery $ - $ - |
Schedule of Components of the Net Deferred Tax Asset | Schedule of Components of the Net Deferred Tax Asset Dec 31, 2022 Dec 31, 2021 Tax losses carried forward $ 1,830,700 $ 1,688,500 Intangible Assets and Goodwill temporary differences 233,100 252,500 Net timing differences 2,063,800 1,941,000 Statutory and effective tax rate 21 % 21 % Deferred tax assets 433,400 407,600 Valuation allowance (433,400 ) (407,600 ) Net deferred asset $ - $ - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Securities Agreement [Member] - Common Stock [Member] | Feb. 14, 2023 shares | Feb. 14, 2023 shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 206,667,233 | |
Increase in outstanding, shares | 287,190,813 | 287,190,813 |
Convertible Notes Payable [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares received, conversion | 71,797,703 | 71,797,703 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 3,600,189 | $ 3,496,137 |
Cash on hand | $ 9,363 | $ 55,971 |
Schedule of Segment Reporting (
Schedule of Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total Sales | $ 233 | |
Total Assets | 14,362 | 115,532 |
Previously Reported [Member] | ||
Total Sales | 233 | |
Total Assets | 282,040 | 374,900 |
Sustainable Projects Group [Member] | ||
Total Sales | ||
Total Assets | 13,435 | 59,805 |
Sustainable Projects Group [Member] | Previously Reported [Member] | ||
Total Sales | ||
YER Brands [Member] | ||
Total Sales | ||
Total Assets | 927 | 2,699 |
YER Brands [Member] | Previously Reported [Member] | ||
Total Sales | 233 | |
Hero Wellness Systems [Member] | ||
Total Assets | $ 53,028 |
Summary of Accounting Policie_3
Summary of Accounting Policies (Details Narrative) | Dec. 31, 2022 |
Accounting Policies [Abstract] | |
Property plant and equipment useful lives | 3 years |
Schedule of Office Furniture an
Schedule of Office Furniture and Equipment (Details) - Office Furniture and Equipment [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 9,789 | $ 9,789 |
Accumulated depreciation | (9,164) | (7,498) |
Total | $ 625 | $ 2,291 |
Office Furniture and Equipmen_2
Office Furniture and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,667 | $ 29,348 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,667 | $ 2,581 |
Schedule of Restatements (Detai
Schedule of Restatements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Assets: | |||
Cash and cash equivalents | $ 9,363 | $ 55,971 | |
Other receivables | |||
Inventory | |||
Prepaid expenses | 4,374 | 4,242 | |
TOTAL CURRENT ASSETS | 13,737 | 113,241 | |
Office Equipment | 625 | 2,291 | |
Intangible assets | |||
Goodwill | |||
TOTAL ASSETS | 14,362 | 115,532 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued liabilities | 162,067 | 173,067 | |
Convertible Note | 125,000 | ||
Interest payable | 22,297 | 9,273 | |
Discontinued assets | 53,028 | ||
Note payables | 50,000 | ||
TOTAL CURRENT LIABILITIES | 451,548 | 331,687 | |
NON-CURRENT LIABILITIES | |||
Notes payable | 50,000 | 100,000 | |
TOTAL NON-CURRENT LIABILITIES | 50,000 | 100,000 | |
TOTAL LIABILITIES | 501,548 | 431,687 | |
Commitments and Contingencies | |||
STOCKHOLDERS’ EQUITY | |||
Common Stock Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 8,085,877 | $ 872 | $ 808 | |
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 | |
Additional Paid in Capital | $ 3,112,131 | $ 3,091,097 | |
Accumulated Deficit | (3,600,189) | (3,496,137) | |
Other Accumulated Comprehensive Loss | |||
Obligation to issue shares | 21,098 | ||
Non-controlling interest | 66,979 | ||
TOTAL STOCKHOLDERS’ DEFICIT | (487,186) | (316,155) | $ 55,068 |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 14,362 | 115,532 | |
Discontinued assets | 9,643 | ||
Revenues | |||
Gross Revenues | 233 | ||
Cost of Goods Sold | 74 | ||
Gross Margin | (159) | ||
Operating Expenses | |||
Administrative and other operating expenses | 14,510 | 17,828 | |
Deprecation | 1,667 | 29,348 | |
Management fees | 52,500 | 36,000 | |
Professional fees | 41,032 | 48,818 | |
Travel expenses | |||
Operating loss before other items | (109,709) | (380,305) | |
Financing fees | |||
Interest expenses | (13,024) | (6,265) | |
Loss from continuing operations | (122,733) | (386,570) | |
Loss from discontinued operations | (57,136) | (16,251) | |
Impairment of intellectual properties | 50,106 | 91,125 | |
Net loss | (129,763) | (402,821) | |
Net loss attributed to non-controlling interest on discontinued operations | 25,711 | 7,313 | |
Net loss and comprehensive loss | (104,052) | (395,508) | |
Comprehensive loss - translation | |||
Net loss and comprehensive loss attributed to shareholders | $ (104,052) | $ (395,508) | |
Loss per share of common stock (Basic and diluted) | |||
Continuing operations Basic | $ (0.014) | $ (0.049) | |
Continuing operations Diluted | (0.014) | (0.049) | |
Discontinued operations Basic | (0.007) | (0.002) | |
Discontinued operations Diluted | $ (0.007) | $ (0.002) | |
Weighted average no. of share of common stock | |||
Basic | 8,596,124 | 7,833,548 | |
Diluted | 8,596,124 | 7,833,548 | |
Gross Revenues | $ 233 | ||
Cost of Goods Sold | (74) | ||
Gross Margin | 159 | ||
Impairment of intellectual properties | 91,125 | ||
Impairment of goodwill | 156,752 | ||
Impairment of trademark | 593 | ||
Cash Flows from operating activities: | |||
Net loss | (129,763) | (402,821) | |
Loss from discontinued operations (Note 11) | 57,136 | 16,251 | |
Loss from continuing operations | (72,627) | (386,570) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,667 | 29,581 | |
Shares issued for services | 10,500 | ||
Gain on deconsolidation | (50,106) | ||
Financing charges | |||
Changes in current assets and liabilities | |||
Prepaid expenses | (132) | 4,380 | |
Inventory | 11,970 | ||
Other receivables | |||
Interest payable | 13,024 | 6,265 | |
Accounts payable and accrued expenses | (11,000) | 45,161 | |
Amount due to related parties | 52,480 | 1,200 | |
From continuing operations | (66,694) | (29,043) | |
From discontinued operations | (4,914) | (16,251) | |
Net cash provided by (used in) operating activities | (71,608) | (45,294) | |
Cash Flows from investing activities: | |||
Intangible assets | |||
Net cash used in investing activities | |||
Cash Flows from financing activities: | |||
Cash received on convertible note converted | 25,000 | 100,000 | |
Net cash provided by financing activities | 25,000 | 100,000 | |
Effect of foreign exchange on cash | |||
Net increase in cash and cash equivalents | (46,608) | 54,706 | |
Cash and cash equivalents at beginning of period | 55,971 | 1,265 | |
Cash and cash equivalents at end of period | 9,363 | 55,971 | |
Cash and cash equivalents at beginning of period | 55,971 | 1,265 | |
Cash and cash equivalents at end of period | 55,971 | ||
Related Party [Member] | |||
CURRENT LIABILITIES: | |||
Amount due to related party | 142,184 | 89,704 | |
Nonrelated Party [Member] | |||
CURRENT LIABILITIES: | |||
Convertible Note | 125,000 | ||
Previously Reported [Member] | |||
Current Assets: | |||
Cash and cash equivalents | 9,363 | 62,929 | |
Other receivables | 32,180 | ||
Inventory | 3,939 | 3,939 | |
Prepaid expenses | 4,403 | 4,242 | |
TOTAL CURRENT ASSETS | 49,885 | 124,138 | |
Office Equipment | 625 | 2,292 | |
Intangible assets | 74,778 | 91,718 | |
Goodwill | 156,752 | 156,752 | |
TOTAL ASSETS | 282,040 | 374,900 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued liabilities | 279,888 | 173,828 | |
Interest payable | |||
Discontinued assets | 53,028 | ||
Note payables | |||
TOTAL CURRENT LIABILITIES | 567,799 | 273,175 | |
NON-CURRENT LIABILITIES | |||
Notes payable | 56,722 | 54,972 | |
TOTAL NON-CURRENT LIABILITIES | 56,722 | 54,972 | |
TOTAL LIABILITIES | 624,521 | 328,147 | |
Commitments and Contingencies | |||
STOCKHOLDERS’ EQUITY | |||
Common Stock Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 8,085,877 | 28,719 | 27,219 | |
Additional Paid in Capital | 17,007,531 | 16,269,956 | |
Accumulated Deficit | (17,375,748) | (16,338,231) | |
Other Accumulated Comprehensive Loss | (2,983) | (268) | |
Obligation to issue shares | 21,098 | ||
Non-controlling interest | 66,979 | ||
TOTAL STOCKHOLDERS’ DEFICIT | (342,481) | 46,753 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 282,040 | 374,900 | |
Discontinued assets | 9,643 | ||
Revenues | |||
Gross Revenues | 233 | ||
Cost of Goods Sold | 74 | ||
Gross Margin | (159) | ||
Operating Expenses | |||
Administrative and other operating expenses | 16,703 | 14,198 | |
Deprecation | 28,667 | 29,348 | |
Management fees | 160,690 | 36,000 | |
Professional fees | 145,626 | 49,609 | |
Travel expenses | 9,785 | ||
Operating loss before other items | (361,471) | (128,996) | |
Financing fees | (692,977) | (2,771,908) | |
Interest expenses | (1,750) | (1,964) | |
Loss from continuing operations | (1,056,198) | (2,902,868) | |
Loss from discontinued operations | (57,136) | (16,251) | |
Impairment of intellectual properties | 50,106 | ||
Net loss | (1,063,228) | (2,919,119) | |
Net loss attributed to non-controlling interest on discontinued operations | 25,711 | 7,313 | |
Net loss and comprehensive loss | (1,037,517) | (2,911,806) | |
Comprehensive loss - translation | (2,715) | (583) | |
Net loss and comprehensive loss attributed to shareholders | $ (1,040,232) | $ (2,912,389) | |
Loss per share of common stock (Basic and diluted) | |||
Continuing operations Basic | $ (0.004) | $ (0.012) | |
Continuing operations Diluted | (0.004) | (0.012) | |
Discontinued operations Basic | (0.0002) | 0 | |
Discontinued operations Diluted | $ (0.0002) | $ 0 | |
Weighted average no. of share of common stock | |||
Basic | 272,701,519 | 240,404,286 | |
Diluted | 272,701,519 | 240,404,286 | |
Gross Revenues | $ 233 | ||
Cost of Goods Sold | (74) | ||
Gross Margin | 159 | ||
Impairment of intellectual properties | |||
Impairment of goodwill | |||
Impairment of trademark | |||
Cash Flows from operating activities: | |||
Net loss | (1,063,228) | (2,919,119) | |
Loss from discontinued operations (Note 11) | 57,136 | 16,251 | |
Loss from continuing operations | (1,006,092) | (2,902,868) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 28,667 | 29,581 | |
Shares issued for services | 10,500 | ||
Gain on deconsolidation | (50,105) | ||
Financing charges | 692,977 | 2,771,908 | |
Changes in current assets and liabilities | |||
Prepaid expenses | (5,161) | 4,380 | |
Inventory | 8,030 | ||
Other receivables | (32,180) | ||
Interest payable | 18,862 | 2,725 | |
Accounts payable and accrued expenses | (93,947) | 45,161 | |
Amount due to related parties | 198,208 | 1,200 | |
From continuing operations | (60,877) | (29,383) | |
From discontinued operations | (4,914) | (16,251) | |
Net cash provided by (used in) operating activities | (65,791) | (45,634) | |
Cash Flows from investing activities: | |||
Intangible assets | (10,060) | ||
Net cash used in investing activities | (10,060) | ||
Cash Flows from financing activities: | |||
Cash received on convertible note converted | 25,000 | 100,000 | |
Net cash provided by financing activities | 25,000 | 100,000 | |
Effect of foreign exchange on cash | (2,715) | (583) | |
Net increase in cash and cash equivalents | (53,566) | 54,706 | |
Cash and cash equivalents at beginning of period | 62,929 | ||
Cash and cash equivalents at end of period | 9,363 | 62,929 | |
Cash and cash equivalents at beginning of period | 55,971 | 1,265 | |
Cash and cash equivalents at end of period | 55,971 | ||
Previously Reported [Member] | Related Party [Member] | |||
CURRENT LIABILITIES: | |||
Amount due to related party | 287,911 | 89,704 | |
Previously Reported [Member] | Nonrelated Party [Member] | |||
CURRENT LIABILITIES: | |||
Convertible Note | |||
Revision of Prior Period, Adjustment [Member] | |||
Current Assets: | |||
Cash and cash equivalents | (6,958) | ||
Other receivables | (32,180) | ||
Inventory | (3,939) | (3,939) | |
Prepaid expenses | (29) | ||
TOTAL CURRENT ASSETS | |||
Office Equipment | (1) | ||
Intangible assets | (74,778) | (91,718) | |
Goodwill | (156,752) | (156,752) | |
TOTAL ASSETS | |||
CURRENT LIABILITIES: | |||
Accounts payable and accrued liabilities | (117,821) | (761) | |
Interest payable | 22,297 | 9,273 | |
Discontinued assets | |||
Note payables | 50,000 | ||
NON-CURRENT LIABILITIES | |||
Notes payable | (6,722) | 45,028 | |
TOTAL LIABILITIES | |||
Commitments and Contingencies | |||
STOCKHOLDERS’ EQUITY | |||
Common Stock Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 8,085,877 | (27,847) | (26,411) | |
Additional Paid in Capital | (13,895,400) | (13,178,859) | |
Accumulated Deficit | 13,775,559 | 12,842,094 | |
Other Accumulated Comprehensive Loss | 2,983 | 268 | |
Obligation to issue shares | |||
Non-controlling interest | |||
TOTAL STOCKHOLDERS’ DEFICIT | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Discontinued assets | |||
Revenues | |||
Gross Revenues | |||
Cost of Goods Sold | |||
Operating Expenses | |||
Administrative and other operating expenses | (2,193) | 3,630 | |
Deprecation | (27,000) | ||
Management fees | (108,190) | ||
Professional fees | (104,594) | (791) | |
Travel expenses | (9,785) | ||
Financing fees | 692,977 | 2,771,908 | |
Interest expenses | (11,274) | (4,301) | |
Loss from continuing operations | 2,516,298 | ||
Loss from discontinued operations | |||
Impairment of intellectual properties | 91,125 | ||
Net loss | 933,465 | 2,516,298 | |
Net loss attributed to non-controlling interest on discontinued operations | |||
Net loss and comprehensive loss | |||
Comprehensive loss - translation | 2,715 | 583 | |
Net loss and comprehensive loss attributed to shareholders | |||
Weighted average no. of share of common stock | |||
Cost of Goods Sold | |||
Impairment of intellectual properties | 91,125 | ||
Impairment of goodwill | 156,752 | ||
Impairment of trademark | 593 | ||
Cash Flows from operating activities: | |||
Net loss | 933,465 | 2,516,298 | |
Loss from discontinued operations (Note 11) | |||
Loss from continuing operations | 933,465 | 2,516,298 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | (27,000) | ||
Shares issued for services | |||
Gain on deconsolidation | (1) | ||
Financing charges | (692,977) | (2,771,908) | |
Changes in current assets and liabilities | |||
Prepaid expenses | 5,029 | ||
Inventory | 3,940 | ||
Other receivables | 32,180 | ||
Interest payable | (5,838) | 3,540 | |
Accounts payable and accrued expenses | 82,947 | ||
Amount due to related parties | (145,728) | ||
From continuing operations | (5,817) | 340 | |
From discontinued operations | |||
Net cash provided by (used in) operating activities | (5,817) | 340 | |
Cash Flows from investing activities: | |||
Intangible assets | 10,060 | ||
Net cash used in investing activities | 10,060 | ||
Cash Flows from financing activities: | |||
Cash received on convertible note converted | |||
Net cash provided by financing activities | |||
Effect of foreign exchange on cash | 2,715 | ||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period | |||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period | |||
Revision of Prior Period, Adjustment [Member] | Related Party [Member] | |||
CURRENT LIABILITIES: | |||
Amount due to related party | (145,727) | ||
Revision of Prior Period, Adjustment [Member] | Nonrelated Party [Member] | |||
CURRENT LIABILITIES: | |||
Convertible Note | $ 125,000 | ||
Restated [Member] | |||
Weighted average no. of share of common stock | |||
Basic | 8,596,124 | 7,833,548 | |
Diluted | 8,596,124 | 7,833,548 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 98,532 | $ 55,478 |
Consulting fees | 35,000 | 35,000 |
Others | 8,603 | 71,589 |
Accounting fee | 2,000 | 2,000 |
Audit fee | 6,500 | 9,000 |
Legal | 11,432 | |
Total | $ 162,067 | $ 173,067 |
Note Payable, Convertible Not_2
Note Payable, Convertible Notes Payable and Obligation to Issue Shares (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jul. 23, 2021 | May 10, 2021 | Jul. 12, 2019 | Mar. 01, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 22, 2022 | |
Debt Instrument [Line Items] | |||||||
Accrued interest and fees | $ 22,297 | $ 9,273 | |||||
Convertible Notes Payable | $ 20,000 | ||||||
Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued price per share | $ 0.033 | $ 0.033 | |||||
Stock Issued During Period, Shares, Conversion of Units | 71,797,703 | ||||||
Stock Issued During Period, Value, Conversion of Units | $ 3,589,885 | ||||||
Convertible Promissory Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10% | ||||||
Convertible Notes 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 | ||||||
Debt instrument increase accrued interest | 15,575 | $ 4,301 | |||||
Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 50,000 | ||||||
Interest rate | 3.50% | ||||||
Debt instrument maturity date | Apr. 15, 2022 | ||||||
Accrued interest and fees | $ 6,722 | $ 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 | ||||||
Interest rate | 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 | ||||||
Stock issued | 640,000 | ||||||
Share per price | $ 0.033 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Convertible notes payable | $ 20,000 | |
Accrued interest | $ 1,098 | |
Debt Instrument, Convertible, Conversion Price | $ 0.033 | |
Shares issued value for services | ||
Consulting Service [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares issued for services | 300,000 | |
Shares issued value for services | $ 10,500 | |
Shares issued price per share | $ 0.035 | |
Convertible Notes Payable [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Convertible notes payable | $ 20,000 | |
Accrued interest | $ 1,098 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares issued for debt, shares | 640,000 | 640,000 |
Shares issued for services | 300,000 | |
Shares issued value for services | $ 30 | |
Shares issued price per share | $ 0.033 | $ 0.033 |
Common Stock [Member] | Convertible Notes Payable [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares issued for debt, shares | 640,000 |
Schedule of Identifiable Assets
Schedule of Identifiable Assets and Goodwill (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Allocated to Goodwill | |
Previously Reported [Member] | |
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 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) | Dec. 31, 2021 USD ($) |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 135,000 |
Depreciation | 43,875 |
Impairment | 91,125 |
Net | |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 593 |
Depreciation | |
Impairment | 593 |
Net |
Impairment (Details Narrative)
Impairment (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | ||
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment | 593 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment | 91,125 | |
Previously Reported [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 156,752 | $ 156,752 |
Schedule of Equity in Joint Ven
Schedule of Equity in Joint Venture, Non-Controlling Interest (Details) - Hero Wellness Systems Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Assets | $ 53,028 | |
Liabilities | (8,837) | (9,643) |
Net Assets | (8,837) | 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 | (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) | Dec. 31, 2022 |
Hero Wellness Systems Inc. [Member] | |
Equity method investment, ownership Percentage | 55% |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Sales | $ 4,280 | $ 5,120 |
Cost of sales | (5,472) | (6,599) |
Net loss | (1,192) | (1,479) |
General and administrative | 5,888 | 12,022 |
Professional fees | 2,500 | 2,750 |
Inventory write down | 47,556 | |
Operating expense | (55,944) | (14,772) |
Net loss from discontinued operations | (57,136) | (16,251) |
Net liabilities eliminated on deconsolidation | (8,838) | |
Elimination of non-controlling interest | (41,268) | |
Gain on deconsolidation | $ 50,106 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Management fees | $ 52,500 | $ 36,000 |
Office expenses | 20,647 | |
Director And Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Management fees | 40,500 | 24,000 |
Pocket Expenses | 2,020 | |
Director And Officer [Member] | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 82,750 | |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Management fees | 12,000 | $ 12,000 |
Accrued salaries | 12,766 | |
Accrued management fee | $ 24,000 |
Schedule of Effective Tax Rates
Schedule of Effective Tax Rates (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net loss for the year | $ (129,763) | $ (402,821) |
Statutory and effective tax rate | 21% | 21% |
Income tax recovery at the effective rate | $ (16,728) | $ (84,592) |
Permanent differences | (10,522) | |
Tax benefit deferred | 27,250 | 84,592 |
Income tax recovery |
Schedule of Components of the N
Schedule of Components of the Net Deferred Tax Asset (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax losses carried forward | $ 1,830,700 | $ 1,688,500 |
Intangible Assets and Goodwill temporary differences | 233,100 | 252,500 |
Net timing differences | $ 2,063,800 | $ 1,941,000 |
Statutory and effective tax rate | 21% | 21% |
Deferred tax assets | $ 433,400 | $ 407,600 |
Valuation allowance | (433,400) | (407,600) |
Net deferred asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expiration, description | The Company has accumulated net operating losses for income tax purposes of $1,830,610 of which $625,796 will expire beginning in 2029 and the balance of $1,204,894 is indefinite. The components of the net deferred tax asset at December 31, 2022 and December 31, 2021, the statutory tax rate and the effective tax rate, and the amount of the valuation, are scheduled below: | |
Operating loss carryforwards | $ 1,830,610 | |
Net operating loss expiration | 625,796 | |
Net operating loss not subject to expiration dates | 1,204,894 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 27,250 | $ 84,592 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 29, 2023 | Feb. 14, 2023 | Feb. 14, 2023 |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note | 15% | ||
Subsequent Event [Member] | Director And Office [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note | $ 10,000 | ||
Securities Agreement [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Shares received, conversion | 206,667,233 | ||
Increase in outstanding, shares | 287,190,813 | 287,190,813 | |
Securities Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Increase in outstanding, shares | 287,190,813 | 287,190,813 | |
Securities Agreement [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | |||
Subsequent Event [Line Items] | |||
Shares received, conversion | 71,797,703 | 71,797,703 | |
Securities Agreement [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares received, conversion | 206,667,233 |