Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Sustainable Projects Group Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (the “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 22, 2023 (the “Original Form 10-Q”), as amended by Amendment No. 1 on Form 10-Q/A filed on December 18, 2023 (“Amendment No. 1”), to remove the following statement from Note 3 – Summary of accounting policies of Notes to Consolidated Unaudited Interim Financial Statements in Amendment No. 1: | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54875 | |
Entity Registrant Name | Sustainable Projects Group Inc. | |
Entity Central Index Key | 0001500305 | |
Entity Tax Identification Number | 81-5445107 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | Tankedraget 7 | |
Entity Address, City or Town | Aalborg | |
Entity Address, Country | DK | |
Entity Address, Postal Zip Code | 9000 | |
City Area Code | 305 | |
Local Phone Number | 814-2915 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 292,696,813 |
Consolidated Interim Balance Sh
Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 629,508 | |
Accounts receivables | 47 | |
Other receivables – Note 4 | 108,362 | 32,180 |
Prepaid expenses | 221,971 | 10,089 |
TOTAL CURRENT ASSETS | 959,888 | 42,269 |
Right Of Use Assets – Note 9 | 1,790,787 | |
Equipment – Note 5 | 118,276 | |
Intangible assets – Note 7 | 10,126 | |
TOTAL ASSETS | 2,879,077 | 42,269 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities – Note 8 | 563,198 | 117,199 |
Payroll liabilities | 53,807 | |
Deferred revenues | 8,388 | |
Deposits received | 71,109 | |
Lease liability, current portion – Note 9 | 173,235 | |
TOTAL CURRENT LIABILITIES | 1,588,376 | 263,601 |
NON-CURRENT LIABILITIES | ||
Note payable | ||
Lease liability obligation – long term – Note 9 | 1,636,886 | |
TOTAL NON-CURRENT LIABILITIES | 1,636,886 | |
TOTAL LIABILITIES | 3,225,262 | 263,601 |
STOCKHOLDERS’ DEFICIT | ||
Common Stock – Note 11 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 287,190,813 (Dec 31, 2022 – Capital Shares 50,000) | 28,719 | 7,940 |
Additional Paid in Capital | 164,236 | |
Shares subscribed | 1,252,100 | |
Accumulated Deficit | (1,774,530) | (224,419) |
Other Accumulated Comprehensive Loss | (16,710) | (4,853) |
TOTAL STOCKHOLDERS’ DEFICIT | (346,185) | (221,332) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 2,879,077 | 42,269 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Amounts due to related parties – Note 12 | 636,068 | 146,402 |
Notes and interest payable – Note 10 | 14,605 | |
Nonrelated Party [Member] | ||
CURRENT LIABILITIES: | ||
Notes and interest payable – Note 10 | $ 67,966 |
Consolidated Interim Balance _2
Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 287,190,813 | 287,190,813 |
Capital shares outstanding | 50,000 |
Consolidated Interim Statements
Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating and administrative expenses | ||||
General and administrative expenses | $ 28,387 | $ 672 | $ 47,451 | $ 847 |
Depreciation | 11,687 | 12,457 | ||
Amortized right of use assets | 58,878 | 58,878 | ||
Advertising and promotion | 8,157 | 8,157 | ||
Interest on lease | 45,718 | 45,718 | ||
Office Maintenance & Utilities | 36,116 | 36,116 | ||
Consulting fees | 61,221 | 61,221 | ||
Management fees | 191,885 | 4,384 | 393,476 | 4,384 |
Professional fees | 55,622 | 138,930 | ||
Rent | 2,194 | 51,801 | ||
Stock based compensation (Note 13) | 164,236 | 164,236 | ||
Travel expenses | 10,319 | 17,337 | ||
Wages and salaries | 146,236 | 199,712 | ||
Vehicle expense | 18,878 | 18,878 | ||
Total operating and administrative expenses | 839,534 | 5,056 | 1,254,368 | 5,231 |
Operating loss before other items | (839,534) | (5,056) | (1,254,368) | (5,231) |
Miscellaneous income | 69,817 | 91,391 | ||
Interest expense | (976) | 252 | ||
Net Loss | (770,693) | (5,056) | (1,162,725) | (5,231) |
Translation loss | (6,959) | (140) | (11,857) | (541) |
Net loss and comprehensive loss, attributed to shareholders | $ (777,652) | $ (5,196) | $ (1,174,582) | $ (5,772) |
Basic loss per share | $ (0.003) | $ (0.104) | $ (0.005) | $ (0.115) |
Diluted loss per share | $ (0.003) | $ (0.104) | $ (0.005) | $ (0.115) |
Weighted average number of common shares outstanding , basic | 287,190,813 | 50,000 | 217,959,199 | 50,000 |
Weighted average number of common shares outstanding , Diluted | 287,190,813 | 50,000 | 217,959,199 | 50,000 |
Consolidated Interim Statemen_2
Consolidated Interim Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Share Capital [Member] | Additional Paid-in Capital [Member] | Shares Subscribed [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |
Beginning balance at Dec. 31, 2021 | $ 7,940 | $ (1,475) | $ (268) | $ 6,197 | ||||
Beginning balance, shares at Dec. 31, 2021 | 50,000 | |||||||
Net loss for the period | (175) | (133) | (308) | |||||
Ending balance at Mar. 31, 2022 | 7,940 | (1,650) | (401) | 5,889 | ||||
Ending balance, shares at Mar. 31, 2022 | 50,000 | |||||||
Net loss for the period | (5,056) | (140) | (5,196) | |||||
Ending balance at Jun. 30, 2022 | 7,940 | (6,706) | (541) | 693 | ||||
Ending balance, shares at Jun. 30, 2022 | 50,000 | |||||||
Beginning balance at Dec. 31, 2022 | 7,940 | (224,419) | (4,853) | (221,332) | ||||
Beginning balance, shares at Dec. 31, 2022 | 50,000 | |||||||
Common stock issued in reverse acquisition | [1] | $ 28,719 | (7,940) | (387,386) | (366,607) | |||
Common stock issued in reverse acquisition shares | [1] | 287,140,813 | ||||||
Net loss for the period | (392,032) | (4,898) | (396,930) | |||||
Ending balance at Mar. 31, 2023 | $ 28,719 | (1,003,837) | (9,751) | (984,869) | ||||
Ending balance, shares at Mar. 31, 2023 | 287,190,813 | |||||||
Net loss for the period | (606,457) | (6,959) | (613,416) | |||||
Shares subscribed at $0.25 per share | 375,000 | 375,000 | ||||||
Shares subscribed at $0.35 per share | 877,100 | 877,100 | ||||||
Stock based payments | 164,236 | (164,236) | ||||||
Ending balance at Jun. 30, 2023 | $ 28,719 | $ 164,236 | $ 1,252,100 | $ (1,774,530) | $ (16,710) | $ (346,185) | ||
Ending balance, shares at Jun. 30, 2023 | 287,190,813 | |||||||
[1]Including 71,979,703 |
Consolidated Interim Statemen_3
Consolidated Interim Statements of Stockholders' Deficit (Unaudited) (Parenthetical) - $ / shares | Feb. 14, 2023 | Jun. 30, 2023 |
Common stock issued for convertible loan settlement | 71,979,703 | |
Common Stock [Member] | ||
Shares Issued, Price Per Share | $ 0.25 | |
Common stock issued for convertible loan settlement | 71,797,703 | |
Common stock one [Member] | ||
Shares Issued, Price Per Share | $ 0.35 |
Consolidated Interim Statemen_4
Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from operating activities: | ||
Net loss | $ (1,162,725) | $ (5,231) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 12,457 | |
Amortized right of use assets | 58,878 | |
Stock based compensation | 164,236 | |
Write down of inventory | ||
Changes in current assets and liabilities | ||
Prepaid expenses | (211,882) | (197) |
Accounts receivable | (47) | |
Other receivables | (76,182) | (1,292) |
Accounts payable and accrued expenses | 445,324 | 6,186 |
Payroll liabilities | 53,807 | |
Deposits received | 71,109 | |
Deferred revenue | 8,388 | |
Amount due to related parties | 490,341 | |
Net cash used in operating activities | (146,296) | (534) |
Cash Flows from investing activities: | ||
Office + furniture equipment | (108,837) | |
Filtration equipment | (25,056) | |
Intangible assets | (10,538) | |
Net cash used in investing activities | (144,431) | |
Cash Flows from financing activities: | ||
Shares subscribed | 1,252,100 | |
Common stock issued in reverse acquisition | (366,607) | |
Lease payment | (45,718) | |
Proceeds from note and interest payable, related party | 14,605 | |
Proceeds from note payable and interest payable | 67,966 | |
Net cash provided by financing activities | 922,346 | |
Effect of foreign exchange on cash | (2,111) | (1,034) |
Net increase (decrease) in cash | 629,508 | (1,568) |
Cash at beginning of period | 6,958 | |
Cash at end of period | 629,508 | 5,390 |
Cash paid for: | ||
Interest |
Consolidated Interim Statemen_5
Consolidated Interim Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Statement of Cash Flows [Abstract] | |
Operating lease discounted | $ 1,850,195 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Sustainable Projects Group Inc. (the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 as Blue Spa Incorporated. On December 19, 2016, the Company amended its name from “Blue Spa Incorporated” to “Sustainable Petroleum Group Inc.” On September 6, 2017, the Company obtained a majority vote from its shareholders to amend the Company’s name from “Sustainable Petroleum Group Inc.” to “Sustainable Projects Group Inc.” to better reflect its business at the time. The name change was effective on October 20, 2017. Prior to the Exchange Transaction (as defined below), the Company was a multinational business development company that pursued investments and partnerships with companies across sustainable sectors. The Company also was involved in consulting services and collaborative partnerships. 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 (the “Agreement”) with Lithium Harvest ApS (“Lithium Harvest”), and all the shareholders of Lithium Harvest (the “Shareholders”). Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Company’s common stock (the “Exchange Transaction”). In addition, the lender of a convertible note payable exercised its conversion feature and received 71,797,703 shares of common stock in exchange for its debt and interest. The Exchange Transaction represents a change of control and was accounted for as a reverse acquisition with Lithium Harvest being the accounting acquirer and the Company being the accounting acquiree. As a result of the transaction, the number of shares of common stock outstanding was increased to 287,190,813 The Company’s year-end is December 31. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States or “GAAP,” which contemplate continuation of the Company as a going concern. However, the Company has limited revenue and has sustained operating losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying consolidated balance sheets is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the successful implementation of the Company´s planned strategy of supplying high performance lithium compounds to the electric vehicle and broader battery markets. The Company has accumulated a deficit of $ 1,774,530 The Company had $ 629,508 |
Summary of accounting policies
Summary of accounting policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of accounting policies | 3. Summary of accounting policies Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cashflows for the interim period presented in accordance with GAAP. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s audited December 31, 2022 year-end financial statements. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that can be expected for the year ending December 31, 2023. Reverse Acquisition The Exchange Transaction between the Company and Lithium Harvest was accounted for as a “reverse acquisition” since, immediately following completion of the Exchange Transaction, the Shareholders effectuated control of the post-combination Company. For accounting purposes, Lithium Harvest was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Lithium Harvest ( i.e. 1. Restatement of Financial Statements: The Company is restating its financial statements as of and for the three and six months ended June 30, 2023 and 2022, included in its Original Form 10-Q, 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-Q, retroactively, and has resulted in material adjustments to the consolidated interim 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-Q. 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. Consolidation The accompanying consolidated unaudited interim financial statements include the accounts of Sustainable Projects Group Inc., Lithium Harvest ApS and YER Brands Inc. All significant intercompany transactions have been eliminated in the consolidation process. Operating Leases – Right of Use Assets In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard. The Company has elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. There are no other material asset leases whether operating or finance except as indicated below. Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the office lease agreement. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one software lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease has one renewal period of one year at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the equipment lease. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one service equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10 2.50 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. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies previously disclosed in the December 31, 2022 annual report. Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance of its various businesses on a corporation-wide basis. As of June 30, 2023, the Company has three reportable segments: YER Brands, Sustainable Projects Group and Lithium Harvest. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. Each operating segment’s performance is evaluated based on its segment income. Segment income is defined as gross sales and miscellaneous income. At June 30, 2023, segment income and total assets were reported as follows: Schedule of Segment Reporting For the Six For the Year Months Ended Ended June 30, 2023 December 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 91,391 - Total Sales $ 91,391 $ - Total Assets at End of Period Sustainable Projects Group $ 25,989 $ - YER Brands - - Lithium Harvest 2,853,088 42,269 Total Assets $ 2,879,077 $ 42,269 Revenue Recognition The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. Where there is no contract, the revenue is recognized as provided. The Company recognizes revenue in accordance with ASC 606 using the following 5 steps to identify revenues: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Sub-leasing office The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Advances from client’s deposits are contract liabilities with customers that represent the Company’s obligation to either transfer goods or services in the future, or refund the amount received. Where possible, the Company obtains retainers to lessen risk of non-payment by customers. Advances from client’s deposits are recognized as revenue as the Company meets specified performance obligations as detailed in the contract. The income earned from sub-leasing office space is recognized as “miscellaneous income”. Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. Recently issued accounting pronouncements The Company adopts new pronouncements relating to GAAP applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncements not included above will have a material effect on the Company’s consolidated financial statements. |
Other Receivables
Other Receivables | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Other Receivables | 4. Other Receivables Other receivables pertain to VAT (value added taxes) receivables of Lithium Harvest. The standard VAT rate in Denmark is 25% 43,958 300,000 |
Equipment
Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Equipment | 5. Equipment Schedule of Equipment Accumulated Cost Depreciation Net Computer $ 16,055 $ 5,307 $ 10,748 Equipment 5,000 5,000 - Office Furniture & Equipment 92,781 10,309 82,472 Machinery under construction 25,056 - 25,056 $ 138,892 $ 20,616 $ 118,276 |
Reverse Acquisition
Reverse Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Reverse Acquisition | |
Reverse Acquisition | 6. Reverse Acquisition On February 14, 2023, the Company entered into the Agreement with Lithium Harvest and all the Shareholders. Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 71,797,703 287,190,813 10,333,362 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Schedule of Intangible assets Accumulated Cost Depreciation Net Patent - Denmark $ 10,538 $ 412 $ 10,126 $ 10,538 $ 412 $ 10,126 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of June 30, 2023 and December 31, 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Accounts Payable: Jun 30, 2023 Dec 31, 2022 Accounting fee $ 15,575 $ - Audit fee 30,129 - Consulting fee 35,000 - Purchase of property, plant and equipment 77,318 - Purchase of intangible assets 8,976 Rental expenses 63,992 - Professional fees 231,950 117,199 Others 91,508 - Total Accounts Payable $ 554,448 $ 117,199 Accrued liabilities: Jun 30, 2023 Dec 31, 2022 Accounting fee 5,000 Audit fee $ 3,750 $ - Total Accrued liabilities $ 8,750 $ - |
Right of Use Assets (_ROU_) and
Right of Use Assets (“ROU”) and Lease Liability | 6 Months Ended |
Jun. 30, 2023 | |
Right Of Use Assets Rou And Lease Liability | |
Right of Use Assets (“ROU”) and Lease Liability | 9. Right of Use Assets (“ROU”) and Lease Liability The Company has entered into lease agreements with various third parties. The terms of the Company’s operating leases range from 12 94 Schedule of Rights of Use Assets and Lease Liability June 30, 2023 Right-of-use asset Right-of-use asset, net $ 1,790,787 Lease liability Current lease liability $ 173,235 Non-current lease liability 1,636,886 Total lease liability $ 1,810,121 Remaining lease term and discount rate Weighted average remaining lease term 90 Discount rate used 10 % Commitments The following table summarizes the future minimum lease payments due under the Company’s operating leases as of June 30, 2023: Schedule of Future Minimum Lease Payments 2023 $ 173,942 Thereafter 2,425,669 Less: imputed interest (789,490 ) Total $ 1,810,121 |
Notes Payable, Convertible Note
Notes Payable, Convertible Notes Payable and Obligation to Issue Shares | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable, Convertible Notes Payable and Obligation to Issue Shares | 10. Notes Payable, Convertible Notes Payable and Obligation to Issue Shares On March 1, 2019, the Company entered into an unsecured loan agreement for $ 50,000 3.5 April 15, 2022 7,144 On July 12, 2019, the Company entered into an unsecured convertible loan agreement with a relative of the Company’s CEO in the amount of $ 20,000 3.0 July 12, 2022 1.45 640,000 20,000 1,098 0.033 On July 23, 2021, the Company borrowed $ 100,000 pursuant to a two-year unsecured convertible promissory note, bearing an interest at 10 % per annum. The loan could be renewed at the option of the lender and was secured by a security agreement with collateral consisting of the Company’s present and future assets. The outstanding principal and unpaid accrued interest would automatically convert into shares of the Company’s common stock on or before the maturity date upon the closing of a “Qualified Transaction” in an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. In the event that a Qualified Transaction was not consummated on or prior to the maturity date, the lender had the right to convert the principal and unpaid accrued interest of the note into shares of the Company’s common stock in an amount equal to 25% of the fully diluted capitalization of the Company . A Qualified Transaction is defined as the reverse acquisition of the Company with a target company. On June 22, 2022, the Company received an additional loan advance of $ 25,000 . On February 14, 2023, the lender exercised the convertible feature of the debt, and the outstanding principal and accrued interest under the loan was converted into 71,797,703 shares of common stock valued at a total amount of $ 3,589,885 . During the quarter ended June 30, 2023, Lithium Harvest entered into two notes payable with a company controlled by the CEO of the Company, with one note in the principal amount of $ 17,173 118,000 2,183 15,000 3 On March 29, 2023, the Company entered into a $ 10,000 15 On April 28, 2023, a company controlled by a director and the Chief Technology Officer of the Company loaned the Company $ 14,506 99,000 3 76 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Common Stock | 11. Common Stock The following stock transactions occurred with respect to the Company’s common stock during the six months ended June 30, 2023: a) On February 14, 2023, 206,667,233 10,333,362 b) On February 14, 2023, 71,979,703 shares of common stock valued at $ 3,589,885 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 12. Related-Party Transactions Related party transactions as of June 30, 2023 and December 31, 2022 are summarized as follows Schedule of Related Party Transaction Jun 30, 2023 Dec 31, 2022 Accounts payable $ 450,997 $ 146,402 Accrued liabilities 185,071 - Total $ 636,068 $ 146,402 Stefan Muehlbauer resigned as a director of the Company on February 14, 2023 and is currently the Chief Financial Officer (“CFO”) of the Company. During the six months ended June 30, 2023, the Company incurred management fees to the CFO totaling an aggregate of $ 58,125 110,465 1,180 125,000 25,000 On February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer of the Company. At June 30, 2023, $ 12,766 25,500 At June 30, 2023, the Company owed a company controlled by Stefan Muehlbauer and Tiffany Muehlbauer the amount of $ 20,647 On February 14, 2023, Sune Mathiesen became a director and Chief Executive Officer (“CEO”) of the Company. During the six months ended June 30, 2023, Lithium Harvest incurred management fees payable to the CEO totaling an aggregate of $ 119,808 825,000 91,945 627,500 2,459 16,779 23 155 3 300,000 2,200,000 150 At June 30, 2023, a company controlled by the director and CEO was owed $ 286,176 1,953,067 17,217 118,300 3 On February 14, 2023, Paw Juul became the Chief Technology Officer (“CTO”) of the Company. During the six months ended June 30, 2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $ 119,808 825,000 91,945 627,500 300,000 2,200,000 150 On April 28, 2023, a Company controlled by a director and CTO, Paw Juul, of the Company loaned the Company $ 14,506 99,000 3 76 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 13. Stock Based Compensation On May 10, 2023, the Company granted restricted stock unit (“RSU”) awards to certain key employees and Directors under the Company’s 2023 Equity Incentive Plan (the “Incentive Plan”). The grant of these restricted stock unit awards is subject to stockholder approval. The Company is authorized to grant options and other stock-based awards to executive officers, directors, employees and consultants enabling them to acquire up to 45,000,000 ten years Restricted stock awards are subject to vesting and spread over time at the discretion of the Committee administering the Incentive Plan. Upon the vesting of shares of restricted stock and the Company’s determination that any necessary conditions precedent to the release of vested shares have been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder prior to vesting. The fair value of the Company’s common stock on the grant date was $ 0.072 164,236 Summary of Restricted Stock Award Activity May 10 2024 May 10 2025 May 10 2026 Vesting Schedule (Number of Shares) Name Title Total RSUs May 10, 2024 May 10, 2025 May 10, 2026 Sune Mathiesen CEO, Director 6,111,111 2,037,037 2,037,037 2,037,037 Paw Juul CTO, Director 5,625,000 1,875,000 1,875,000 1,875,000 Stefan Muehlbauer CFO 1,736,111 578,704 578,704 578,703 Kristian Jensen Director 1,458,333 486,111 486,111 486,111 Total 4,976,852 4,976,852 4,976,851 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies During the period ended June 30, 2023, the Company received commitments for shares subscribed but not issued in private placements. The Company received $ 375,000 0.25 1,500,000 877,100 0.35 2,506,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company and its subsidiaries file separate income tax returns. The Company files income tax returns in the United States of America and in the States of Florida and Indiana (Sustainable Projects Group Inc. and YER Brands Inc., respectively) and is subject to a U.S. federal corporate income tax rate of 21 22 |
Legal Matters
Legal Matters | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | 16. Legal Matters The Company has no known legal issues pending. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company issued a total of 5,506,000 1,500,000 0.25 375,000 4,006,000 0.35 1,402,100 819,350 2,341,000 |
Summary of accounting policies
Summary of accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cashflows for the interim period presented in accordance with GAAP. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s audited December 31, 2022 year-end financial statements. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that can be expected for the year ending December 31, 2023. |
Reverse Acquisition | Reverse Acquisition The Exchange Transaction between the Company and Lithium Harvest was accounted for as a “reverse acquisition” since, immediately following completion of the Exchange Transaction, the Shareholders effectuated control of the post-combination Company. For accounting purposes, Lithium Harvest was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Lithium Harvest ( i.e. 1. Restatement of Financial Statements: The Company is restating its financial statements as of and for the three and six months ended June 30, 2023 and 2022, included in its Original Form 10-Q, 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-Q, retroactively, and has resulted in material adjustments to the consolidated interim 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-Q. 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. |
Consolidation | Consolidation The accompanying consolidated unaudited interim financial statements include the accounts of Sustainable Projects Group Inc., Lithium Harvest ApS and YER Brands Inc. All significant intercompany transactions have been eliminated in the consolidation process. |
Operating Leases – Right of Use Assets | Operating Leases – Right of Use Assets In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard. The Company has elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. There are no other material asset leases whether operating or finance except as indicated below. Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the office lease agreement. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one software lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease has one renewal period of one year at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the equipment lease. The Company uses an annual interest rate of 10 2.50 Lithium Harvest has one service equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10 2.50 |
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. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies previously disclosed in the December 31, 2022 annual report. |
Use of estimates | Use of estimates The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance of its various businesses on a corporation-wide basis. As of June 30, 2023, the Company has three reportable segments: YER Brands, Sustainable Projects Group and Lithium Harvest. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. Each operating segment’s performance is evaluated based on its segment income. Segment income is defined as gross sales and miscellaneous income. At June 30, 2023, segment income and total assets were reported as follows: Schedule of Segment Reporting For the Six For the Year Months Ended Ended June 30, 2023 December 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 91,391 - Total Sales $ 91,391 $ - Total Assets at End of Period Sustainable Projects Group $ 25,989 $ - YER Brands - - Lithium Harvest 2,853,088 42,269 Total Assets $ 2,879,077 $ 42,269 |
Revenue Recognition | Revenue Recognition The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. Where there is no contract, the revenue is recognized as provided. The Company recognizes revenue in accordance with ASC 606 using the following 5 steps to identify revenues: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. |
Sub-leasing office | Sub-leasing office The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Advances from client’s deposits are contract liabilities with customers that represent the Company’s obligation to either transfer goods or services in the future, or refund the amount received. Where possible, the Company obtains retainers to lessen risk of non-payment by customers. Advances from client’s deposits are recognized as revenue as the Company meets specified performance obligations as detailed in the contract. The income earned from sub-leasing office space is recognized as “miscellaneous income”. |
Accounts Receivable and Concentration of Risk | Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company adopts new pronouncements relating to GAAP applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncements not included above will have a material effect on the Company’s consolidated financial statements. |
Summary of accounting policie_2
Summary of accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting For the Six For the Year Months Ended Ended June 30, 2023 December 31, 2022 Sales and miscellaneous income Sustainable Projects Group $ - $ - YER Brands - - Lithium Harvest 91,391 - Total Sales $ 91,391 $ - Total Assets at End of Period Sustainable Projects Group $ 25,989 $ - YER Brands - - Lithium Harvest 2,853,088 42,269 Total Assets $ 2,879,077 $ 42,269 |
Equipment (Tables)
Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Equipment | Schedule of Equipment Accumulated Cost Depreciation Net Computer $ 16,055 $ 5,307 $ 10,748 Equipment 5,000 5,000 - Office Furniture & Equipment 92,781 10,309 82,472 Machinery under construction 25,056 - 25,056 $ 138,892 $ 20,616 $ 118,276 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets Accumulated Cost Depreciation Net Patent - Denmark $ 10,538 $ 412 $ 10,126 $ 10,538 $ 412 $ 10,126 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of June 30, 2023 and December 31, 2022 are summarized as follows: Schedule of Accounts Payable and Accrued Liabilities Accounts Payable: Jun 30, 2023 Dec 31, 2022 Accounting fee $ 15,575 $ - Audit fee 30,129 - Consulting fee 35,000 - Purchase of property, plant and equipment 77,318 - Purchase of intangible assets 8,976 Rental expenses 63,992 - Professional fees 231,950 117,199 Others 91,508 - Total Accounts Payable $ 554,448 $ 117,199 Accrued liabilities: Jun 30, 2023 Dec 31, 2022 Accounting fee 5,000 Audit fee $ 3,750 $ - Total Accrued liabilities $ 8,750 $ - |
Right of Use Assets (_ROU_) a_2
Right of Use Assets (“ROU”) and Lease Liability (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Right Of Use Assets Rou And Lease Liability | |
Schedule of Rights of Use Assets and Lease Liability | Schedule of Rights of Use Assets and Lease Liability June 30, 2023 Right-of-use asset Right-of-use asset, net $ 1,790,787 Lease liability Current lease liability $ 173,235 Non-current lease liability 1,636,886 Total lease liability $ 1,810,121 Remaining lease term and discount rate Weighted average remaining lease term 90 Discount rate used 10 % |
Schedule of Future Minimum Lease Payments | Schedule of Future Minimum Lease Payments 2023 $ 173,942 Thereafter 2,425,669 Less: imputed interest (789,490 ) Total $ 1,810,121 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | Related party transactions as of June 30, 2023 and December 31, 2022 are summarized as follows Schedule of Related Party Transaction Jun 30, 2023 Dec 31, 2022 Accounts payable $ 450,997 $ 146,402 Accrued liabilities 185,071 - Total $ 636,068 $ 146,402 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Award Activity | Summary of Restricted Stock Award Activity May 10 2024 May 10 2025 May 10 2026 Vesting Schedule (Number of Shares) Name Title Total RSUs May 10, 2024 May 10, 2025 May 10, 2026 Sune Mathiesen CEO, Director 6,111,111 2,037,037 2,037,037 2,037,037 Paw Juul CTO, Director 5,625,000 1,875,000 1,875,000 1,875,000 Stefan Muehlbauer CFO 1,736,111 578,704 578,704 578,703 Kristian Jensen Director 1,458,333 486,111 486,111 486,111 Total 4,976,852 4,976,852 4,976,851 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - shares | May 10, 2023 | Feb. 14, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares of common stock | 45,000,000 | |
Securities Agreement [Member] | Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares of common stock | 206,667,233 | |
Increase in outstanding, shares | 287,190,813 | |
Securities Agreement [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares of common stock | 71,797,703 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,774,530 | $ 224,419 |
Cash on hand | $ 629,508 |
Schedule of Segment Reporting (
Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Total Sales | $ 69,817 | $ 91,391 | |||
Assets | 2,879,077 | 2,879,077 | 42,269 | ||
Sustainable Projects Group [Member] | |||||
Total Sales | |||||
Assets | 25,989 | 25,989 | |||
Y E R Brands [Member] | |||||
Total Sales | |||||
Assets | |||||
Lithium Harvest [Member] | |||||
Total Sales | 91,391 | ||||
Assets | $ 2,853,088 | $ 2,853,088 | $ 42,269 |
Summary of accounting policie_3
Summary of accounting policies (Details Narrative) | Jun. 30, 2023 |
Office Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating lease interest rate | 10% |
Lessee operating lease discount rate | 2.50% |
Software Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating lease interest rate | 10% |
Lessee operating lease discount rate | 2.50% |
Equipment Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating lease interest rate | 10% |
Lessee operating lease discount rate | 2.50% |
Service Equipment Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Operating lease interest rate | 10% |
Lessee operating lease discount rate | 2.50% |
Other Receivables (Details Narr
Other Receivables (Details Narrative) - 6 months ended Jun. 30, 2023 | USD ($) | DKK (kr) |
Receivables [Abstract] | ||
Value added tax rate | 25% | |
Other receivables | $ 43,958 | kr 300,000 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 138,892 | |
Accumulated Depreciation | 20,616 | |
Net | 118,276 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 16,055 | |
Accumulated Depreciation | 5,307 | |
Net | 10,748 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,000 | |
Accumulated Depreciation | 5,000 | |
Net | ||
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 92,781 | |
Accumulated Depreciation | 10,309 | |
Net | 82,472 | |
Machinery Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 25,056 | |
Accumulated Depreciation | ||
Net | $ 25,056 |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - USD ($) | May 10, 2023 | Feb. 14, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares issued on exchange transaction | 45,000,000 | |
Securities Agreement [Member] | Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares issued on exchange transaction | 206,667,233 | |
Increase in outstanding, shares | 287,190,813 | |
Purchase value | $ 10,333,362 | |
Securities Agreement [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares issued on exchange transaction | 71,797,703 |
Schedule of Intangible assets (
Schedule of Intangible assets (Details) | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 10,538 |
Accumulated Amortization | 412 |
Net | 10,126 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 10,538 |
Accumulated Amortization | 412 |
Net | $ 10,126 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounting fee | $ 15,575 | |
Audit fee | 30,129 | |
Consulting fee | 35,000 | |
Purchase of property, plant and equipment | 77,318 | |
Purchase of intangible assets | 8,976 | |
Rental expenses | 63,992 | |
Professional fees | 231,950 | 117,199 |
Others | 91,508 | |
Total Accounts Payable | 554,448 | 117,199 |
Accounting fee | 5,000 | |
Audit fee | 3,750 | |
Total Accrued liabilities | $ 8,750 |
Schedule of Rights of Use Asset
Schedule of Rights of Use Assets and Lease Liability (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Right Of Use Assets Rou And Lease Liability | ||
Right-of-use asset, net | $ 1,790,787 | |
Current lease liability | 173,235 | |
Non-current lease liability | 1,636,886 | |
Total lease liability | $ 1,810,121 | |
Weighted average remaining lease term | 90 months | |
Discount rate used | 10% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Jun. 30, 2023 USD ($) |
Right Of Use Assets Rou And Lease Liability | |
2023 | $ 173,942 |
Thereafter | 2,425,669 |
Less: imputed interest | (789,490) |
Total lease liability | $ 1,810,121 |
Right of Use Assets (_ROU_) a_3
Right of Use Assets (“ROU”) and Lease Liability (Details Narrative) | Jun. 30, 2023 |
Minimum [Member] | |
Operating lease term | 12 months |
Maximum [Member] | |
Operating lease term | 94 months |
Notes Payable, Convertible No_2
Notes Payable, Convertible Notes Payable and Obligation to Issue Shares (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||||||||||
May 10, 2023 shares | Apr. 28, 2023 USD ($) | Apr. 28, 2023 DKK (kr) | Mar. 29, 2023 USD ($) | Feb. 14, 2023 USD ($) shares | Feb. 14, 2023 DKK (kr) shares | Jul. 23, 2021 USD ($) | May 10, 2021 USD ($) $ / shares shares | Jul. 12, 2019 USD ($) $ / shares | Mar. 01, 2019 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 DKK (kr) | Jun. 22, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate percenatge | 15% | |||||||||||||||
Stock issued | shares | 45,000,000 | |||||||||||||||
Issuance of common stock to convertible loan, shares | shares | 71,979,703 | 71,979,703 | ||||||||||||||
Promissory note | $ 10,000 | |||||||||||||||
Management fee | $ 191,885 | $ 4,384 | $ 393,476 | $ 4,384 | ||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares issued price per share | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||||
Issuance of common stock to convertible loan, shares | shares | 71,797,703 | 71,797,703 | ||||||||||||||
Issuance of common stock to convertible loan | $ 3,589,885 | |||||||||||||||
Convertible Promissory Note Payable [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate percenatge | 10% | |||||||||||||||
Convertible Notes Payable | $ 100,000 | $ 25,000 | ||||||||||||||
Debt instrument term | 2 years | |||||||||||||||
Debt Conversion, Description | The outstanding principal and unpaid accrued interest would automatically convert into shares of the Company’s common stock on or before the maturity date upon the closing of a “Qualified Transaction” in an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. In the event that a Qualified Transaction was not consummated on or prior to the maturity date, the lender had the right to convert the principal and unpaid accrued interest of the note into shares of the Company’s common stock in an amount equal to 25% of the fully diluted capitalization of the Company | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
principal amount | $ 2,183 | $ 2,183 | kr 15,000 | |||||||||||||
Interest rate percenatge | 3% | 3% | 3% | |||||||||||||
Management fee | kr 825,000 | $ 119,808 | ||||||||||||||
Director And Officer [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
principal amount | $ 17,173 | $ 17,173 | kr 118,000 | |||||||||||||
Interest rate percenatge | 3% | 3% | 3% | 3% | 3% | |||||||||||
Management fee | $ 14,506 | kr 99,000 | ||||||||||||||
Accrued interest | $ 76 | $ 76 | ||||||||||||||
Director And Officer [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate percenatge | 3% | 3% | ||||||||||||||
Management fee | $ 14,506 | kr 99,000 | ||||||||||||||
Accrued interest | 76 | 76 | ||||||||||||||
Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
principal amount | $ 50,000 | |||||||||||||||
Interest rate percenatge | 3.50% | |||||||||||||||
Debt instrument maturity date | Apr. 15, 2022 | |||||||||||||||
Accrued interest and fees | $ 7,144 | $ 7,144 | ||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares issued price per share | $ / shares | $ 1.45 | |||||||||||||||
Convertible Loan Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
principal amount | $ 20,000 | |||||||||||||||
Interest rate percenatge | 3% | |||||||||||||||
Debt instrument maturity date | Jul. 12, 2022 | |||||||||||||||
Debt Settlement Arrangement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
principal amount | $ 20,000 | |||||||||||||||
Accrued interest and fees | $ 1,098 | |||||||||||||||
Stock issued | shares | 640,000 | |||||||||||||||
Share per price | $ / shares | $ 0.033 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | May 10, 2023 | Feb. 14, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares of common stock | 45,000,000 | |
Issuance of common stock to convertible loan, shares | 71,979,703 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of common stock to convertible loan, shares | 71,797,703 | |
Issuance of common stock to convertible loan | $ 3,589,885 | |
Common Stock [Member] | Convetible Loan Settlement [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of common stock to convertible loan, shares | 71,979,703 | |
Issuance of common stock to convertible loan | $ 3,589,885 | |
Lithium Harvest [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares of common stock | 206,667,233 | |
Issuance of common stock | $ 10,333,362 |
Schedule of Related Party Trans
Schedule of Related Party Transaction (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 554,448 | $ 117,199 |
Accrued liabilities | 8,750 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 450,997 | 146,402 |
Accrued liabilities | 185,071 | |
Total | $ 636,068 | $ 146,402 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||||||
Apr. 28, 2023 USD ($) | Apr. 28, 2023 DKK (kr) | Feb. 14, 2023 USD ($) | Feb. 14, 2023 DKK (kr) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 DKK (kr) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 DKK (kr) | Mar. 29, 2023 | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Management fee | $ 191,885 | $ 4,384 | $ 393,476 | $ 4,384 | ||||||||
Annual salary | 146,236 | 199,712 | ||||||||||
Interest rate percenatge | 15% | |||||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable and accrued interest | 14,605 | 14,605 | ||||||||||
Stefan Muehlbauer And Tiffany Muehlbauer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Office expenses | 20,647 | 20,647 | ||||||||||
Chief Financial Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee | 58,125 | |||||||||||
Pocket expenses | 1,180 | |||||||||||
Annual salary | 125,000 | |||||||||||
Lump sum bonus | 25,000 | |||||||||||
Chief Financial Officer [Member] | Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Office expenses | 110,465 | 110,465 | ||||||||||
Chief Technology Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee | $ 25,500 | |||||||||||
Salaries | 12,766 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee | kr 825,000 | 119,808 | ||||||||||
Pocket expenses | 2,459 | kr 16,779 | ||||||||||
Annual salary | 300,000 | 2,200,000 | ||||||||||
Salaries | 91,945 | 91,945 | kr 627,500 | |||||||||
Notes payable and accrued interest | $ 23 | $ 23 | kr 155 | |||||||||
Interest rate percenatge | 3% | 3% | 3% | |||||||||
Annual bonus percentage | 150% | 150% | ||||||||||
Director And Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee | $ 286,176 | kr 1,953,067 | ||||||||||
Notes payable and accrued interest | $ 17,217 | $ 17,217 | kr 118,300 | |||||||||
Interest rate percenatge | 3% | 3% | 3% | |||||||||
Paw Juul Chief Technology Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Annual salary | $ 300,000 | kr 2,200,000 | ||||||||||
Salaries | $ 91,945 | $ 91,945 | kr 627,500 | |||||||||
Annual bonus percentage | 150% | 150% | ||||||||||
Management fees | $ 119,808 | |||||||||||
Management fees | kr | kr 825,000 | |||||||||||
Director And Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee | $ 14,506 | kr 99,000 | ||||||||||
Interest rate percenatge | 3% | 3% | 3% | 3% | 3% | |||||||
Accrued interest | $ 76 | $ 76 |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award Activity (Details) | Jun. 30, 2023 shares |
Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 4,976,852 |
Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 4,976,852 |
Share-Based Payment Arrangement, Tranche Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 4,976,851 |
Chief Executive Officer [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 6,111,111 |
Chief Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 2,037,037 |
Chief Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 2,037,037 |
Chief Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 2,037,037 |
Chief Technology Officer [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 5,625,000 |
Chief Technology Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,875,000 |
Chief Technology Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,875,000 |
Chief Technology Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,875,000 |
Chief Financial Officer [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,736,111 |
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 578,704 |
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 578,704 |
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 578,703 |
Director [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,458,333 |
Director [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 486,111 |
Director [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 486,111 |
Director [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 486,111 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
May 10, 2023 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares of common stock | 45,000,000 | |
Vesting period | 10 years | |
Common stock per share | $ 0.072 | |
Stock based compensation expense | $ 164,236 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | ||
May 10, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Gross proceeds | $ (366,607) | ||
Shares of common stock | 45,000,000 | ||
Total subscriptions | $ 877,100 | ||
Private Placement One [Member] | |||
Share issued price per share | $ 0.25 | ||
Private Placement Two [Member] | |||
Share issued price per share | $ 0.35 | ||
Common stock one [Member] | |||
Gross proceeds | $ 375,000 | ||
Share issued price per share | $ 0.35 | ||
Shares of common stock | 1,500,000 | ||
Common Stock Two [Member] | |||
Shares of common stock | 2,506,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
U.S. federal corporate income tax rate | 21% |
Denmark corporate income tax rate | 22% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Aug. 18, 2023 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Number of restricted common stock, shares | 5,506,000 |
Common stock shares to be issued, value | $ | $ 819,350 |
Common shares to be issued | 2,341,000 |
Share-Based Payment Arrangement, Tranche One [Member] | |
Subsequent Event [Line Items] | |
Number of restricted common stock, shares | 1,500,000 |
Share issued price per share | $ / shares | $ 0.25 |
Number of restricted common stock | $ | $ 375,000 |
Share-Based Payment Arrangement, Tranche Two [Member] | |
Subsequent Event [Line Items] | |
Number of restricted common stock, shares | 4,006,000 |
Share issued price per share | $ / shares | $ 0.35 |
Number of restricted common stock | $ | $ 1,402,100 |