Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Trading Symbol | susg | |
Entity Registrant Name | SusGlobal Energy Corp. | |
Entity Central Index Key | 1,652,539 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,040,031 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 58,446 | $ 126,117 |
Trade receivables | 103,968 | 192,194 |
Inventory | 115,733 | 53,964 |
Prepaid expenses and deposits | 9,092 | 53,719 |
Total Current Assets | 287,239 | 425,994 |
Intangible Assets | 140,112 | 147,100 |
Long-lived Assets, net | 3,680,597 | 3,864,588 |
Total Assets | 4,107,948 | 4,437,682 |
Current Liabilities | ||
Accounts payable | 352,578 | 413,442 |
Accrued liabilities | 340,343 | 347,417 |
Current portion of long-term debt | 1,747,810 | 1,828,900 |
Current portion of obligations under capital lease | 89,821 | 59,204 |
Loans payable to related parties | 208,835 | 15,942 |
Total Current Liabilities | 2,739,387 | 2,664,905 |
Long-Term Liabilities | ||
Long-term debt | 2,151,212 | 2,332,535 |
Obligations under capital lease | 257,725 | 160,580 |
Total Long-term Liabilities | 2,408,937 | 2,493,115 |
Total Liabilities | 5,148,324 | 5,158,020 |
Stockholders' Deficiency | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $.0001 par value, 150,000,000 authorized, 39,913,031 (2017- 37,393,031) shares issued and outstanding | 3,992 | 3,740 |
Additional paid-in capital | 5,388,559 | 3,576,111 |
Subscriptions payable | 0 | 178,200 |
Stock compensation reserve | 665,000 | 330,000 |
Accumulated deficit | (6,970,848) | (4,660,296) |
Accumulated other comprehensive loss | (127,079) | (148,093) |
Stockholders' deficiency | (1,040,376) | (720,338) |
Total Liabilities and Stockholders' Deficiency | $ 4,107,948 | $ 4,437,682 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding | ||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 39,913,031 | 37,393,031 |
Common Stock, Shares, Outstanding | 39,913,031 | 37,393,031 |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | $ 227,423 | $ 0 | $ 360,144 | $ 0 |
Cost of Sales | ||||
Opening inventory | 67,210 | 0 | 53,964 | 0 |
Depreciation | 98,268 | 0 | 192,311 | 0 |
Direct wages and benefits | 44,049 | 0 | 84,108 | 0 |
Equipment rental, delivery and repairs and maintenance | 26,158 | 0 | 61,198 | 0 |
Utilities | 9,688 | 0 | 31,888 | 0 |
Outside contractors | 12,837 | 0 | 16,681 | 0 |
Costs of Good Purchased | 258,210 | 0 | 440,150 | 0 |
Less: closing inventory | (115,733) | 0 | (115,733) | 0 |
Total cost of sales | 142,477 | 0 | 324,417 | 0 |
Gross profit | 84,946 | 0 | 35,727 | 0 |
Operating expenses | ||||
Financing costs | 0 | 0 | 0 | 882,153 |
Management compensation-stock-based compensation | 1,582,500 | 82,500 | 1,665,000 | 165,000 |
Management compensation-fees | 83,584 | 40,149 | 173,758 | 80,946 |
Interest expense | 91,779 | 22,096 | 177,019 | 42,686 |
Professional fees | 76,220 | 36,374 | 137,042 | 88,359 |
Office and administration | 12,501 | 13,244 | 63,585 | 32,942 |
Rent and occupancy | 34,716 | 13,752 | 68,917 | 25,178 |
Insurance | 15,466 | 21,983 | 30,585 | 36,949 |
Repairs and maintenance | 10,760 | 0 | 18,769 | 0 |
Filing fees | 3,581 | 5,467 | 10,039 | 9,356 |
Directors compensation | 774 | 13,200 | 1,565 | 24,800 |
Contribution to Advanced Water Technology Program | 0 | 0 | 0 | 71,017 |
Total operating expenses | 1,911,881 | 248,765 | 2,346,279 | 1,459,386 |
Net loss | (1,826,935) | (248,765) | (2,310,552) | (1,459,386) |
Other comprehensive (loss) income | ||||
Foreign exchange (loss) income | (7,300) | (39,884) | 21,014 | (47,727) |
Comprehensive loss | $ (1,834,235) | $ (288,649) | $ (2,289,538) | $ (1,507,113) |
Net loss per share-basic and diluted | $ (0.05) | $ (0.01) | $ (0.06) | $ (0.04) |
Weighted average number of common shares outstanding- basic and diluted | 39,090,613 | 36,190,291 | 38,824,909 | 36,042,945 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statements of Changes in Stockholders Equity Deficiency - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Share Subscription Payable [Member] | Stock Compensation Reserve [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 2,004,407 | $ (2,447,815) | $ (41,745) | $ (485,153) | |||
Beginning Balance (Shares) at Dec. 31, 2016 | 34,128,910 | ||||||
Shares issued to directors | $ 11,600 | 11,600 | |||||
Shares issued to directors (Shares) | 40,000 | ||||||
Shares issued to employee | $ 1,450 | 1,450 | |||||
Shares issued to employee (Shares) | 5,000 | ||||||
Shares issued for consulting services | $ 4,950 | 4,950 | |||||
Shares issued for consulting services (Shares) | 15,000 | ||||||
Shares issued on exercise of offer to acquire shares | $ 11,500 | 11,500 | |||||
Shares issued on exercise of offer to acquire shares (Shares) | 115,000 | ||||||
Shares issued to agents on financing | $ 469,800 | 469,800 | |||||
Shares issued to agents on financing (Shares) | 1,620,000 | ||||||
Shares issued on private placement, net of share issue costs | $ 98,048 | 98,048 | |||||
Shares issued on private placement, net of share issue costs (Shares) | 329,176 | ||||||
Reallocation between common shares and additional paid-in capital | $ (2,598,130) | $ 2,598,130 | |||||
Shares issued to directors 2 | $ 4 | 13,196 | 13,200 | ||||
Shares issued to directors 2 (Shares) | 40,000 | ||||||
Shares issued as compensation for director nomination | $ 2 | 6,598 | 6,600 | ||||
Shares issued as compensation for director nomination (Shares) | 20,000 | ||||||
Shares issued to employee 2 | $ 1 | 3,999 | 4,000 | ||||
Shares issued to employee 2 (Shares) | 4,000 | ||||||
Shares issued for consulting services 2 | $ 2 | 19,998 | 20,000 | ||||
Shares issued for consulting services 2 (Shares) | 20,000 | ||||||
Shares issued for private placement compensation | $ 1 | 4,999 | 5,000 | ||||
Shares issued for private placement compensation (Shares) | 5,000 | ||||||
Shares issued on acquisition of assets | $ 53 | 529,917 | 529,970 | ||||
Shares issued on acquisition of assets (Shares) | 529,970 | ||||||
Shares issued on private placement, net of share issue costs | $ 52 | 399,274 | 399,326 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 520,975 | ||||||
Stock compensation expensed on vesting of stock award | $ 330,000 | 330,000 | |||||
Proceeds received on shares yet to be issued | $ 178,200 | 178,200 | |||||
Other comprehensive loss | (106,348) | (106,348) | |||||
Net loss | (2,212,481) | (2,212,481) | |||||
Ending Balance at Dec. 31, 2017 | $ 3,740 | 3,576,111 | 178,200 | 330,000 | (4,660,296) | (148,093) | (720,338) |
Ending Balance (Shares) at Dec. 31, 2017 | 37,393,031 | ||||||
Shares issued for proceeds previously received | $ 19 | 178,181 | $ (178,200) | ||||
Shares issued for proceeds previously received (Shares) | 190,000 | ||||||
Shares issued on vesting of 2017 stock award | $ 200 | 1,329,800 | (330,000) | 1,000,000 | |||
Shares issued on vesting of 2017 stock award (Shares) | 2,000,000 | ||||||
Shares issued on private placement, net of share issue costs | $ 33 | 304,467 | 304,500 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 330,000 | ||||||
Stock compensation expensed on vesting of stock award | 665,000 | 665,000 | |||||
Other comprehensive loss | 21,014 | 21,014 | |||||
Net loss | (2,310,552) | (2,310,552) | |||||
Ending Balance at Jun. 30, 2018 | $ 3,992 | $ 5,388,559 | $ 665,000 | $ (6,970,848) | $ (127,079) | $ (1,040,376) | |
Ending Balance (Shares) at Jun. 30, 2018 | 39,913,031 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (2,310,552) | $ (1,459,386) |
Adjustments for: | ||
Depreciation | 196,491 | 292 |
Amortization of intangible asset | 100 | 100 |
Non-cash financing fees | 0 | 469,800 |
Stock-based compensation | 1,665,000 | 191,250 |
Interest capitalized | 54,276 | 0 |
Changes in non-cash working capital: | ||
Trade receivables | 81,565 | 20,646 |
Inventory | (66,295) | 0 |
Prepaid expenses and deposits | 43,378 | (28,396) |
Accounts payable | (50,177) | (114,870) |
Accrued liabilities | 9,646 | (35,334) |
Net cash used in operating activities | (376,568) | (955,898) |
Cash flows from investing activities | ||
Disposal of term deposit | 0 | 151,100 |
Asset purchase commitment | 0 | (451,680) |
Purchase of long-lived assets | (1,565) | (2,119) |
Net cash used in investing activities | (1,565) | (302,699) |
Cash flows from financing activities | ||
Advances of long-term debt | 0 | 1,695,320 |
Repayment of long-term debt | (121,878) | (451,680) |
Repayments of obligations under capital lease | (51,283) | 0 |
Repayments of loans payable to related parties | (15,654) | (61,951) |
Advances of loans payable to related parties | 215,243 | 0 |
Private placement proceeds (net of share issue costs) | 304,500 | 138,894 |
Net cash provided by financing activities | 330,928 | 1,320,583 |
Effect of exchange rate on cash | (20,466) | (31,762) |
(Decrease) increase in cash | (67,671) | 30,224 |
Cash and cash equivalents-beginning of period | 126,117 | 1,774 |
Cash and cash equivalents-end of period | 58,446 | 31,998 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 137,782 | 35,253 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Nature of Business and Basis of Presentation [Text Block] | 1. Nature of Business and Basis of Presentation SusGlobal Energy Corp. (“SusGlobal”) was formed by articles of amalgamation on December 3, 2014, in the Province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal, a company in the start-up stages and Commandcredit Corp. (“Commandcredit”), an inactive Canadian public company, amalgamated to continue business under the name of SusGlobal Energy Corp. On May 23, 2017, SusGlobal filed an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which it changed its jurisdiction of incorporation from Ontario to the State of Delaware (the “Domestication”). In connection with the Domestication each of the currently issued and outstanding common shares were automatically converted on a one-for-one basis into common shares compliant with the laws of the state of Delaware (the “Shares”). As a result of the Domestication, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), SusGlobal continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of SusGlobal and its subsidiaries on a consolidated basis, as well as its principal location and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. SusGlobal filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May, 23, 2017. SusGlobal is a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application. These interim condensed consolidated financial statements of SusGlobal and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp., SusGlobal Energy Canada I Ltd. and SusGlobal Energy Belleville Ltd. (“SGECI”) (together, the “Company”), have been prepared following generally accepted accounting principles in the United States (“US GAAP”), and are expressed in United States Dollars. The Company’s functional currency is the Canadian Dollar (“CAD”). In the opinion of management, all adjustments necessary for a fair presentation have been included. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Going Concern [Text Block] | 2. Going Concern The interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As at June 30, 2018, the Company had a working capital deficit of $2,452,148 (December 31, 2017-$2,238,911), incurred a net loss of $2,310,552 (2017-$1,459,386) for the six months ended June 30, 2018 and had an accumulated deficit of $6,970,848 (December 31, 2017-$4,660,296) and expects to incur further losses in the development of its business. These factors cast substantial doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business, satisfy its obligations to PACE Savings & Credit Union Limited (“PACE”) and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt; however, there is no assurance of funding being available or available on acceptable terms. Subsequent to June 30, 2018, the long-term debt with PACE was refinanced (see note 15(a)). Realization values may be substantially different from carrying values as shown. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the years ended December 31, 2017 and 2016. Recently Adopted Accounting Pronouncements: On January 1, 2018, the Company adopted accounting standards (“ASU”) update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. The Company now includes restricted cash as part of cash and cash equivalents. The Company has adopted this policy on a retrospective basis. The reference to restricted cash included in the interim condensed consolidated statements of cash flow for the three-month period ended March 31, 2017, has been reclassified to cash and cash equivalents at the end of this prior period. On January 1 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as accounting standards codification (“ASC”) 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, the guidance requires the disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard, utilizing the modified retrospective approach, with the cumulative effect of initially applying the new standard recognized in deficit. Accordingly, comparative prior period information has not been restated and continues to be reported under that accounting standard. The adoption of ASC 606 had no impact on the Company’s interim condensed consolidated balance sheets as of January 1, 2018. On January 1, 2018, the Company adopted ASU No. 2017, Compensation-Stock Compensation : 718: 1. The award’s fair value (or calculated value or intrinsic value if those measurement methods are used). 2. The award’s vesting conditions. 3. The award’s classification as an equity or liability instrument. The adoption of ASC 606 had no impact on the Company’s interim condensed consolidated balance sheets as of January 1, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Recent Accounting Pronouncements [Text Block] | 4. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842 ) In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other ( |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Financial Instruments [Text Block] | 5. Financial Instruments The carrying value of cash and cash equivalents, trade receivables, certain deposits under prepaid expenses and deposits, accounts payable and accrued liabilities approximated their fair values as of June 30, 2018 and December 31, 2017 due to their short-term nature. The carrying value of the long-term debt, obligations under capital lease and loans payable to related parties approximated their fair value due to their market interest rates. Interest, Credit and Concentration Risk In the opinion of management, the Company is exposed to significant interest rate risk on its variable corporate term loan of $3,899,022 ($5,134,345 CAD) (December 31, 2017-$4,161,435 ; $5,220,719 CAD). As at June 30, 2018, the Company is exposed to concentration risk as it had six customers (December 31, 2017-four customers) representing greater than 5% of total trade receivables and six customers (December 31, 2017-four customers) represented 80% (December 31 2017- 91%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue. These customers accounted for 63% ( 25% and 38%) (June 30, 2017- nil) of total revenue. Liquidity Risk Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations. The Company intends to continue to raise funds through the issuance of common shares under a private placement, to ensure it has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company’s capital programs. Currency Risk Although the Company’s functional currency is the CAD, the Company realizes a portion of its expenses in USD. Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at June 30, 2018, $7,002 (2017-$6,057) of the Company’s net monetary liabilities were denominated in USD. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets [Text Block] | 6. Intangible Assets June 30, 2018 December 31, 2017 Technology license (net of accumulated amortization of $631 ( 2017 - $531)) $ 1,370 $ 1,470 Environmental compliance approvals-indefinite life- $182,700 CAD 138,742 145,630 $ 140,112 $ 147,100 On May 6, 2015, the Company acquired an exclusive license from Syngas SDN BHD (“Syngas”), a Malaysian company to use Syngas intellectual property within North America for a period of five years for $1 consideration, renewable every five years upon written request. Syngas manufactures equipment that produces liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be valued at $2,000. On September 15, 2017, the Company acquired the environmental approvals on the purchase of certain assets of Astoria from BDO Canada Limited (‘BDO”) under an asset purchase agreement (the “APA”). |
Long-lived Assets, net
Long-lived Assets, net | 6 Months Ended |
Jun. 30, 2018 | |
Long-lived Assets, net [Text Block] | 7 Long-lived Assets, net June 30, 2018 December 31, 2017 Cost Accumulated Net book value Net book value depreciation Composting buildings $ 2,233,208 $ 107,123 $ 2,126,085 $ 2,302,651 Gore cover system 890,017 70,460 819,557 906,953 Driveway and paving 351,982 22,292 329,690 360,835 Machinery and equipment 46,323 10,717 35,606 44,667 Equipment under capital lease 418,642 65,426 353,216 229,561 Office trailer 6,455 1,533 4,922 6,182 Computer equipment 6,712 2,840 3,872 3,368 Computer software 6,986 2,765 4,221 6,264 Automotive equipment 1,519 304 1,215 1,514 Signage 2,578 365 2,213 2,593 $ 3,964,422 $ 283,825 $ 3,680,597 $ 3,864,588 Included above are certain assets of Astoria acquired from BDO under the APA, which closed on September 15, 2017. The purchase price for the purchased assets, described as an organic composting facility, including composting buildings, gore cover system, driveway and paving, certain machinery and equipment, an office trailer, certain computer equipment and computer software consisted of cash of $2,974,798 ($3,917,300 CAD) and 529,970 restricted common shares of the Company, determined to be valued at $529,970 ($700,000 CAD), based on recent private placement pricing. In addition, legal costs in connection with acquiring the assets of $22,215 ($29,253 CAD), are included in the cost of the composting buildings. The purchase price was allocated to the assets acquired based on their estimated relative fair value as at the date the assets were acquired. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Text Block] | 8. Related Party Transactions During the six-month period ended June 30, 2018, the Company incurred $70,443 ($90,000 CAD) (2017-$22,484 ; $30,000 CAD) in management fees expense with Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company (the “President”); $70,443 ($90,000 CAD) (2017-$22,484 ; $30,000 CAD) in management fees expense with Landfill Gas Canada Ltd. (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company (the “CEO”); $23,481 ($30,000 CAD) (2017-$17,987 ; $24,000 CAD) in management fees expense with the Company’s chief financial officer (the “CFO”); and $9,391 ($12,000 CAD) (2017-$17,987 ; $24,000 CAD) in management fees expense with the Company’s vice-president of corporate development (the “VPCD”). As at June 30, 2018, unpaid remuneration and unpaid expenses in the amount of $72,544 ($95,528 CAD) (December 31, 2017-$111,426 ; $139,789 CAD) is included in accounts payable and $202,969 ($267,275 CAD) (December 31, 2017-$102,935 ; $129,137 CAD) is included in accrued liabilities. In addition, during the six-month period ended June 30, 2018, the Company incurred interest expense of $4,818 ($6,156 CAD) (2017-$10,154 ; $13,548 CAD) on the outstanding loans from Travellers and $1,544 ($1,973 CAD) (2017-$nil ; $nil CAD) from the directors. As at June 30, 2018, interest of $5,892 ($7,759 CAD) (December 31, 2017-$22,120 ; $27,750 CAD) is included in accrued liabilities. During the six-month period ended June 30, 2018, the Company incurred $32,499 ($41,521 CAD) (2017-$11,426 ; $15,124 CAD) in rent paid under a rental agreement to Haute Inc. (“Haute”), an Ontario company controlled by the President. And, during the six-month period ended June 30, 2018, the Company sold $15,728 ($20,095 CAD) of compost product to LFGC. Furthermore, the Company granted the CEO 3,000,000 restricted stock units (“RSU”), under a consulting agreement effective January 1, 2017, determined to be valued at $990,000 based on recent private placement. On January 1, 2018, 1,000,000 RSUs were exchanged into 1,000,000 common stock. The RSUs for the remaining two installments are to vest annually on January 1, 2019 and 2020. On May 17, 2018, at a meeting of the board of directors (the “Board”), the Board approved an amendment to the President’s consulting agreement, to include the granting of 3,000,000 RSUs to the President on the same terms and conditions as those granted to the CEO. Effective May 17, 2018, 1,000,000 RSUs were exchanged into 1,000,000 common stock. Based on recent private placement pricing, the common stock issued on exchange for the RSUs, were determined to be valued at $1,000,000, disclosed as management compensation expense. For the six-month period ended June 30, 2018, the Company recognized management compensation expense of $665,000 (2017-$165,000) on these awards, representing one sixth of the total value of the awards of $3,990,000, based on recent private placement pricing, on the dates of the awards. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Text Block] | 9. Long-Term Debt Credit Credit Credit Corporate June 30, 2018 December 31, 2017 Facility Facility Facility Term Total Total Loan (a) (b) (c) (d) Long-Term Debt $ 779,247 $ 435,793 $ 37,970 $ 2,646,012 $ 3,899,022 $ 4,161,435 Current portion (779,247 ) (435,793 ) (37,970 ) (494,800 ) (1,747,810 ) (1,828,900 ) Long-term Debt $ - $ - $ - $ 2,151,212 $ 2,151,212 $ 2,332,535 (a) The credit facility bears interest at the PACE base rate of 6.75% plus 1.25% per annum, payable on a monthly basis, interest only, due February 2, 2019. The credit facility is secured by a business loan general security agreement, a $1,215,040 ($1,600,000 CAD) personal guarantee from the President and a charge against the Company’s premises lease. Also pledged as security are the shares of the wholly-owned subsidiaries, a pledge of 3,300,000 of the Company’s shares held by LFGC, 500,000 of the Company’s shares held by the CFO, 2,000,000 of the Company’s shares held by a director’s company and a limited recourse guarantee by each of these parties. The credit facility is fully open for prepayment at any time without notice or bonus. (b) On June 15, 2017, PACE loaned the Company $455,640 ($600,000 CAD) under a variable rate business loan agreement, for its bid for the purchase of the assets of Astoria on the same terms, conditions and security as noted above, except that the loan is due February 2, 2019. (c) On August 4, 2017, PACE loaned the Company $37,970 ($50,000 CAD) under a variable rate business loan agreement to satisfy an outstanding liability on the same terms, conditions and security as noted above, except that the loan is due February 4, 2019. (d) On September 13, 2017, PACE loaned the Company $2,828,117 ($3,724,147 CAD) under a corporate term loan. The funds were used for the purpose of acquiring certain assets of Astoria from the court appointed receiver on September 15, 2017. The corporate term loan bears interest at the PACE base rate of 6.75% plus 1.25% per annum, payable in monthly blended instalments of principal and interest of $57,383 ($75,564 CAD), due September 13, 2022. The corporate term loan is secured by a business loan general security agreement representing a floating charge over the assets and undertakings of the Company, a first priority charge under a registered debenture and a lien registered under the Personal Property Security Act in the amount of $3,038,343 ($4,000,978 CAD) against the assets including inventory, accounts receivable and equipment. The corporate term loan also included an assignment of existing contracts included in the APA. The unpaid and previously deferred interest on the corporate term loan for the period from March 13, 2018 to June 13, 2018, in the amount of $52,659 ($69,343 CAD), has been capitalized and included in the principal balance of the corporate term loan. The shares of the wholly-owned subsidiaries and those shares held by the companies and the CFO noted under (a) above, also represent security for the corporate term loan. See subsequent events note 15(a) for details on the refinancing of all the outstanding long-term debt with PACE. Repayments are as follows: For the six months ending December 31, 2018 $ 242,469 For the year ending December 31, 2019 1,767,935 For the year ending December 31, 2020 557,664 For the year ending December 31, 2021 603,949 For the year ending December 31, 2022 485,636 For the year ending December 31, 2023 241,369 Total $ 3,899,022 For the six-month period ended June 30, 2018, $158,433 ($202,419 CAD) (2017-$32,532 ; $43,405 CAD) in interest was charged. |
Obligations under Capital Lease
Obligations under Capital Lease | 6 Months Ended |
Jun. 30, 2018 | |
Obligations under Capital Lease [Text Block] | 10. Obligations under Capital Lease June 30, December 31, 2018 2017 (a) (b) (c) Total Total Obligations under Capital Lease $ 4,746 $ 178,187 $ 164,613 $ 347,546 $ 219,784 Less: current portion (4,746 ) (47,513 ) (37,562 ) (89,821 ) (59,204 ) Obligations under Capital Lease $ - $ 130,674 $ 127,051 $ 257,725 $ 160,580 (a) On September 21, 2017, the Company finalized a lease agreement for certain equipment for its organic composting facility in the amount of $13,046 ($17,180 CAD). The lease agreement is payable in monthly blended instalments of principal and interest of $983 ($1,268 CAD) at a monthly interest rate of 5.95%, due November 10, 2018. (b) On October 30, 2017, the Company finalized a lease agreement for certain equipment, which commenced on October 30, 2017, in the amount of $217,682 ($286,650 CAD). The lease agreement matures on September 30, 2021, with monthly blended instalments of principal and interest of $4,435 ($5,840 CAD), plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $21,719 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. The leasing agreement bears interest at the rate of 5.982% annually, compounded monthly. (c) On February 16, 2018, the Company finalized a lease agreement on certain equipment, which was on monthly rental. The lease is for a period of forty-eight months, with the first two monthly instalments of $7,594 ($10,000 CAD), plus applicable harmonized sales taxes, followed by forty-six monthly blended instalments of principal and interest of $3,887 ($5,118 CAD), plus applicable harmonized sales taxes. The Company has the option to purchase the equipment on the forty-ninth month for an amount of $18,742 ($24,680 CAD), plus applicable harmonized sales taxes. The leasing agreement bears interest at the rate of 6.15% annually, compounded monthly, due January 27, 2022. The lease liabilities are secured by the equipment under capital lease as described in note 7. Minimum lease payments are as follows: For the six-month period ending December 31, 2018 $ 59,181 For the year ending December 31, 2019 99,860 For the year ending December 31, 2020 99,860 For the year ending December 31, 2021 108,275 For the year ending December 31, 2022 22,629 389,805 Less: imputed interest (42,259 ) Total $ 347,546 For the six-month period ended June 30, 2018, $9,738 ( 12,441 CAD) (December 31, 2017-$nil ; ($nil CAD)) in interest was charged. |
Loans Payable to Related Party
Loans Payable to Related Party | 6 Months Ended |
Jun. 30, 2018 | |
Loans Payable to Related Party [Text Block] | 11. Loans Payable to Related Parties June 30, 2018 December 31, 2017 Travellers International Inc. $ 151,880 $ 15,942 Directors 56,955 - $ 208,835 $ 15,942 Loan payable in the amount of $151,880 ($200,000 CAD) (December 31, 2017-$15,942 ; $20,000 CAD), owing to Travellers and bearing interest at the rate of 12% per annum, is due on demand and unsecured. As at June 30, 2018, $4,394 ($5,786 CAD) (December 31, 2017-$22,120 ; $27,750 CAD) in interest is included in accrued liabilities. During the six-month period ended June 30, 2018, three directors each loaned the Company $18,985 ($25,000 CAD). The loans bear interest at the rate of 12% per annum, are due on demand and unsecured. As at June 30, 2018, $1,498 ($1,973 CAD) (December 31, 2017-$nil ; $nil CAD) in interest is included in accrued liabilities. During the six-month period ended June 30, 2018, $6,362 ($8,129 CAD) (2017-$10,154 ; $13,548 CAD) in interest was charged on the loans payable to related parties. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2018 | |
Capital Stock [Text Block] | 12. Capital Stock At June 30, 2018, the Company had 150,000,000 of common shares authorized with a par value of $.0001 per share and 39,913,031 (2017- 37,393,031) common shares issued and outstanding. During the six-month period ended June 30, 2018, the Company raised $304,500 (December 31, 2017-$497,374) cash on a private placement, net of share issue costs of $25,800 (2017-$48,100), on the issuance of 330,000 (December 31, 2017- 850,151) common shares of the Company. In addition, during the six-month period ended June 30, 2018, the Company issued 190,000 common shares of the Company, on $178,200 cash received on a private placement received prior to December 31, 2017, net of share issue costs of $11,800. During the prior year, on January 5, 2017 and January 30, 2017, the Company issued, in total, 1,620,000 common shares of the Company, determined to be valued at $469,800, based on recent private placement pricing, to agents for their services in assisting in establishing the first credit facility with PACE. On each of January 30, 2017 and June 8, 2017, the Company issued a total of 40,000 common shares to two new directors, determined to be valued at $11,600 and $13,200 respectively, based on recent private placement pricing. For the six-month period ended June 30, 2018, the services provided by the directors was disclosed under directors’ compensation in the interim condensed consolidated statements of operations and comprehensive loss. On February 6, 2017, the Company issued 5,000 common shares and on August 23, 2017, the Company issued 4,000 common shares to a current employee for services and a new employee as an incentive to join the Company, respectively, determined to be valued at $1,450 and $4,000, respectively, based on recent private placement pricing and disclosed under office and administration in the interim condensed consolidated statements of operations and comprehensive loss. On May 9, 2017, the Company issued 15,000 common shares, on June 8, 2017, another 20,000 common shares and then on August 23, 2017, a further 20,000 common shares to consultants for their services, determined to be valued at $4,950, $6,600 and $20,000 respectively, based on recent private placement pricing. These services were disclosed under professional fees in the interim condensed consolidated statements of operations and comprehensive loss. On May 9, 2017, the Company issued 115,000 common shares on the exercise of the offer to acquire common shares at a price of $0.10 per common share by the VPCD. On September 5, 2017, the Company issued 5,000 common shares as compensation for a private placement, determined to be valued at $5,000. In addition, on September 11, 2017, the Company issued 529,970 common shares on the acquisition of assets, determined to be valued at $529,970 ($700,000 CAD), based on recent private placement pricing (see note 7). All non-cash transactions were valued based on the proceeds of a recent private placement. The Company also granted the CEO 3,000,000 restricted stock units (“RSU”), under a new consulting agreement effective January 1, 2017. The RSUs are to vest in three equal installments annually on January 1, 2018, 2019 and 2020. On January 1, 2018 the Company issued 1,000,000 common shares in exchange for 1,000,000 RSUs and recorded management compensation expense of $165,000 on the vesting of the RSUs. In addition, on May 17, 2018, at a meeting of the board of directors (the “Board”), the Board approved an amendment to the President’s consulting agreement, to include the granting of 3,000,000 RSUs to the President on the same terms and conditions as those granted to the CEO. Effective May 17, 2018, 1,000,000 RSUs were exchanged into 1,000,000 common stock. Based on recent private placement pricing, the common stock issued on exchange for the RSUs, were determined to be valued at $1,000,000. For the six-month period ended June 30, 2018, this management compensation of $1,000,000 and the vesting of the RSUs for the President in the amount of $500,000 are disclosed under management compensation expense totaling $1,500,000. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2018 | |
Commitments [Text Block] | 13 Commitments a) Effective January 1, 2017, new consulting agreements were finalized for the services of the President and for the CEO. The consulting agreements are for a period of three years, commencing January 1, 2017. For each of these two executive officers, the monthly fees are as follows: $3,797 ($5,000 CAD) for 2017 and $11,391 ($15,000 CAD) for 2018 and 2019. In addition, the CEO was granted 3,000,000 RSUs on January 1, 2017. On January 1, 2018, 1,000,000 RSUs were exchanged into 1,000,000 common stock. The RSUs of the remaining two installments are to vest annually on January 1, 2019 and 2020. On May 17, 2018, the President’s consulting agreement was amended by the Board to add the granting of 3,000,000 RSUs, on the same terms and conditions as those of the CEO. On this date, the President was issued 1,000,000 common stock on the exchange of 1,000,000 RSUs. The future minimum commitment under these consulting agreements, is as follows: For the six-month period ending December 31, 2018 $ 136,692 For the year ending December 31, 2019 273,384 $ 410,076 b) Effective January 1, 2017, the Company entered into a new three-year premises lease agreement with Haute at a monthly amount of $3,038 ($4,000 CAD) for 2017, $3,797 ($5,000 CAD) for 2018 and $4,556 ($6,000 CAD) for 2019. The Company is also responsible for all expenses and outlays in connection with its occupancy of the leased premises, including, but not limited to utilities, realty taxes and maintenance. The future minimum commitment under this premises lease agreement is as follows: For the six-month period ending December 31, 2018 $ 22,782 For the year ending December 31, 2019 54,677 $ 77,459 c) The Company is a partner in a business led collaboration in the water sector, a program known as the Advanced Water Technologies (“AWT”) Program. This program is administered by the Southern Ontario Water Consortium to assist small and medium sized business in the Province of Ontario, Canada, leverage world-class research facility and academic expertise to develop and demonstrate water technologies for successful introduction to market. The Company’s commitment under this program is as follows: For the six-month period ending December 31, 2018 $ 18,117 The Company has already completed and provided its commitment for the first year of the program which ended March 31, 2017, which consisted of professional fees of $7,217 ($9,432 CAD) and a contribution to the capital requirements of the program, totaling $71,017 ($94,000 CAD), for equipment to be used in the AWT Program and to be retained by Fleming College, an academic institution. The Company’s commitment in the amount of $19,947 ($25,217 CAD) for the second year of the program which ended March 31, 2018, is included under accounts payable in the interim condensed consolidated balance sheets and under office and administration in the amount of $12,006 ($15,178 CAD) and professional fees in the amount of $7,941 ($10,039 CAD) in the interim condensed statements of operations and comprehensive loss. d) The Company was assigned the land lease on the purchase of certain assets of Astoria. The land lease, which comprises 13.88 acres in Roslin, Ontario, Canada, has a term expiring March 31, 2034. The basic monthly rent on the net lease is $2,278 ($3,000 CAD) and is subject to adjustment based on the consumer price index as published by Statistics Canada (“CPI”). To date, no adjustment for CPI has been charged by the landlord. The Company is also responsible for any property taxes, maintenance, insurance and utilities. In addition, the Company has the right to extend the lease for five further terms of five years each and one further term of five years less one day. The future minimum commitment under this land lease (excluding any CPIadjustment) is as follows: For the six-month period ending December 31, 2018 $ 13,669 For the year ending December 31, 2019 27,338 For the year ending December 31, 2020 27,338 For the year ending December 31, 2021 27,338 For the year ending December 31, 2022 27,338 For the year ending December 31, 2023 27,338 Thereafter 280,219 $ 430,578 e) On April 9, 2018, a new one-year consulting agreement was finalized for the services of the Company’s CFO, effective April 1, 2018, at a monthly rate of $4,556 ($6,000 CAD). The future minimum commitment under this agreement is as follows: For the six-month period ending December 31, 2018 $ 27,336 For the year ending December 31, 2019 13,668 $ 41,004 f) PACE has provided the Company a letter of credit in favor of the Ministry of the Environment and Climate Change (“MOECC”) in the amount of $210,225 ($276,831 CAD) and, as a security, has registered a charge of lease over the premises, located at 704 Phillipston Road, Roslin, Ontario, Canada. The Company is required to provide for environmental remediation and clean-up costs for its organic composting facility. The letter of credit is a requirement of the MOECC and is in connection with the financial assurance provided by the Company for it to be in compliance with the MOECCs environmental objectives. The MOECC regularly evaluates the Company’s organic composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MOECC. Since the fair value of the environmental remediation costs cannot be determined at this time, no estimate of such costs has been recorded in the accounts. As of June 30, 2018, the MOECC has not drawn on the letter of credit |
Economic Dependence
Economic Dependence | 6 Months Ended |
Jun. 30, 2018 | |
Economic Dependence [Text Block] | 14. Economic Dependence The Company generated 63% of its revenue from two customers. The Company’s ability to continue operations is dependent on continuing to generate a similar amount of revenue from these customers. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Text Block] | 15. Subsequent Events The Company’s management has evaluated subsequent events up to the date the interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events: (a) On July 26 and 27, 2018, the outstanding long-term debt with PACE was re-financed. The re-financing will result in each of the credit facilities and the corporate term loan having terms of five years and a twenty-year amortization period, resulting in monthly repayment amounts totaling $33,264 ($43,803 CAD). (b) Subsequent to June 30, 2018, the Company raised $116,840 on a private placement, net of share issue costs of $10,160, on the issuance of 127,000 common shares. |
Comparative Figures
Comparative Figures | 6 Months Ended |
Jun. 30, 2018 | |
Comparative Figures [Text Block] | 16. Comparative Figures Certain of the prior period’s comparative figures have been reclassified to conform to the current period’s presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Recently Adopted Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements: On January 1, 2018, the Company adopted accounting standards (“ASU”) update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. The Company now includes restricted cash as part of cash and cash equivalents. The Company has adopted this policy on a retrospective basis. The reference to restricted cash included in the interim condensed consolidated statements of cash flow for the three-month period ended March 31, 2017, has been reclassified to cash and cash equivalents at the end of this prior period. On January 1 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as accounting standards codification (“ASC”) 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, the guidance requires the disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard, utilizing the modified retrospective approach, with the cumulative effect of initially applying the new standard recognized in deficit. Accordingly, comparative prior period information has not been restated and continues to be reported under that accounting standard. The adoption of ASC 606 had no impact on the Company’s interim condensed consolidated balance sheets as of January 1, 2018. On January 1, 2018, the Company adopted ASU No. 2017, Compensation-Stock Compensation : 718: 1. The award’s fair value (or calculated value or intrinsic value if those measurement methods are used). 2. The award’s vesting conditions. 3. The award’s classification as an equity or liability instrument. The adoption of ASC 606 had no impact on the Company’s interim condensed consolidated balance sheets as of January 1, 2018. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2018 December 31, 2017 Technology license (net of accumulated amortization of $631 ( 2017 - $531)) $ 1,370 $ 1,470 Environmental compliance approvals-indefinite life- $182,700 CAD 138,742 145,630 $ 140,112 $ 147,100 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Long-lived Assets [Table Text Block] | June 30, 2018 December 31, 2017 Cost Accumulated Net book value Net book value depreciation Composting buildings $ 2,233,208 $ 107,123 $ 2,126,085 $ 2,302,651 Gore cover system 890,017 70,460 819,557 906,953 Driveway and paving 351,982 22,292 329,690 360,835 Machinery and equipment 46,323 10,717 35,606 44,667 Equipment under capital lease 418,642 65,426 353,216 229,561 Office trailer 6,455 1,533 4,922 6,182 Computer equipment 6,712 2,840 3,872 3,368 Computer software 6,986 2,765 4,221 6,264 Automotive equipment 1,519 304 1,215 1,514 Signage 2,578 365 2,213 2,593 $ 3,964,422 $ 283,825 $ 3,680,597 $ 3,864,588 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Long-term Debt Instruments [Table Text Block] | Credit Credit Credit Corporate June 30, 2018 December 31, 2017 Facility Facility Facility Term Total Total Loan (a) (b) (c) (d) Long-Term Debt $ 779,247 $ 435,793 $ 37,970 $ 2,646,012 $ 3,899,022 $ 4,161,435 Current portion (779,247 ) (435,793 ) (37,970 ) (494,800 ) (1,747,810 ) (1,828,900 ) Long-term Debt $ - $ - $ - $ 2,151,212 $ 2,151,212 $ 2,332,535 |
Long-term Debt [Member] | |
Schedule of Repayments [Table Text Block] | For the six months ending December 31, 2018 $ 242,469 For the year ending December 31, 2019 1,767,935 For the year ending December 31, 2020 557,664 For the year ending December 31, 2021 603,949 For the year ending December 31, 2022 485,636 For the year ending December 31, 2023 241,369 Total $ 3,899,022 |
Obligations under Capital Lea27
Obligations under Capital Lease (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Capital Leased Assets [Table Text Block] | June 30, December 31, 2018 2017 (a) (b) (c) Total Total Obligations under Capital Lease $ 4,746 $ 178,187 $ 164,613 $ 347,546 $ 219,784 Less: current portion (4,746 ) (47,513 ) (37,562 ) (89,821 ) (59,204 ) Obligations under Capital Lease $ - $ 130,674 $ 127,051 $ 257,725 $ 160,580 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | For the six-month period ending December 31, 2018 $ 59,181 For the year ending December 31, 2019 99,860 For the year ending December 31, 2020 99,860 For the year ending December 31, 2021 108,275 For the year ending December 31, 2022 22,629 389,805 Less: imputed interest (42,259 ) Total $ 347,546 |
Loans Payable to Related Party
Loans Payable to Related Party (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Related Party Transactions [Table Text Block] | June 30, 2018 December 31, 2017 Travellers International Inc. $ 151,880 $ 15,942 Directors 56,955 - $ 208,835 $ 15,942 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
The President and CEO [Member] | |
Commitments [Table Text Block] | For the six-month period ending December 31, 2018 $ 136,692 For the year ending December 31, 2019 273,384 $ 410,076 |
Haute Inc [Member] | |
Commitments [Table Text Block] | For the six-month period ending December 31, 2018 $ 22,782 For the year ending December 31, 2019 54,677 $ 77,459 |
Advanced Water Technologies Program [Member] | |
Commitments [Table Text Block] | For the six-month period ending December 31, 2018 $ 18,117 |
Astoria Organic Matters Ltd. [Member] | |
Commitments [Table Text Block] | For the six-month period ending December 31, 2018 $ 13,669 For the year ending December 31, 2019 27,338 For the year ending December 31, 2020 27,338 For the year ending December 31, 2021 27,338 For the year ending December 31, 2022 27,338 For the year ending December 31, 2023 27,338 Thereafter 280,219 $ 430,578 |
Chief Financial Officer [Member] | |
Commitments [Table Text Block] | For the six-month period ending December 31, 2018 $ 27,336 For the year ending December 31, 2019 13,668 $ 41,004 |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Going Concern 1 | $ 2,452,148 |
Going Concern 2 | 2,238,911 |
Going Concern 3 | 2,310,552 |
Going Concern 4 | 1,459,386 |
Going Concern 5 | 6,970,848 |
Going Concern 6 | $ 4,660,296 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Financial Instruments 1 | $ 3,899,022 | |
Financial Instruments 2 | $ 5,134,345 | |
Financial Instruments 3 | $ 4,161,435 | |
Financial Instruments 4 | $ 5,220,719 | |
Financial Instruments 5 | 5.00% | 5.00% |
Financial Instruments 6 | 80.00% | 80.00% |
Financial Instruments 7 | 91.00% | 91.00% |
Financial Instruments 8 | 10.00% | 10.00% |
Financial Instruments 9 | 63.00% | 63.00% |
Financial Instruments 10 | 25.00% | 25.00% |
Financial Instruments 11 | 38.00% | 38.00% |
Financial Instruments 12 | 0 | 0 |
Financial Instruments 13 | $ 7,002 | |
Financial Instruments 14 | $ 6,057 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)shares | |
Intangible Assets 1 | $ 1 |
Intangible Assets 2 | shares | 20,000 |
Intangible Assets 3 | $ 2,000 |
Long-lived Assets, net (Narrati
Long-lived Assets, net (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Long-lived Assets, Net 1 | $ 2,974,798 | |
Long-lived Assets, Net 2 | $ 3,917,300 | |
Long-lived Assets, Net 3 | 529,970 | 529,970 |
Long-lived Assets, Net 4 | $ 529,970 | |
Long-lived Assets, Net 5 | $ 700,000 | |
Long-lived Assets, Net 6 | $ 22,215 | |
Long-lived Assets, Net 7 | $ 29,253 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Related Party Transactions 1 | $ 70,443 | |
Related Party Transactions 2 | $ 90,000 | |
Related Party Transactions 3 | 22,484 | |
Related Party Transactions 4 | 30,000 | |
Related Party Transactions 5 | 70,443 | |
Related Party Transactions 6 | 90,000 | |
Related Party Transactions 7 | 22,484 | |
Related Party Transactions 8 | 30,000 | |
Related Party Transactions 9 | 23,481 | |
Related Party Transactions 10 | 30,000 | |
Related Party Transactions 11 | 17,987 | |
Related Party Transactions 12 | 24,000 | |
Related Party Transactions 13 | 9,391 | |
Related Party Transactions 14 | 12,000 | |
Related Party Transactions 15 | 17,987 | |
Related Party Transactions 16 | 24,000 | |
Related Party Transactions 17 | 72,544 | |
Related Party Transactions 18 | 95,528 | |
Related Party Transactions 19 | 111,426 | |
Related Party Transactions 20 | 139,789 | |
Related Party Transactions 21 | 202,969 | |
Related Party Transactions 22 | 267,275 | |
Related Party Transactions 23 | 102,935 | |
Related Party Transactions 24 | 129,137 | |
Related Party Transactions 25 | 4,818 | |
Related Party Transactions 26 | 6,156 | |
Related Party Transactions 27 | 10,154 | |
Related Party Transactions 28 | 13,548 | |
Related Party Transactions 29 | 1,544 | |
Related Party Transactions 30 | 1,973 | |
Related Party Transactions 31 | 0 | |
Related Party Transactions 32 | 0 | |
Related Party Transactions 33 | 5,892 | |
Related Party Transactions 34 | 7,759 | |
Related Party Transactions 35 | 22,120 | |
Related Party Transactions 36 | 27,750 | |
Related Party Transactions 37 | 32,499 | |
Related Party Transactions 38 | 41,521 | |
Related Party Transactions 39 | 11,426 | |
Related Party Transactions 40 | 15,124 | |
Related Party Transactions 41 | $ 15,728 | |
Related Party Transactions 42 | $ 20,095 | |
Related Party Transactions 43 | 3,000,000 | 3,000,000 |
Related Party Transactions 44 | $ 990,000 | |
Related Party Transactions 45 | 1,000,000 | 1,000,000 |
Related Party Transactions 46 | 1,000,000 | 1,000,000 |
Related Party Transactions 47 | 3,000,000 | 3,000,000 |
Related Party Transactions 48 | 1,000,000 | 1,000,000 |
Related Party Transactions 49 | 1,000,000 | 1,000,000 |
Related Party Transactions 50 | $ 1,000,000 | |
Related Party Transactions 51 | 665,000 | |
Related Party Transactions 52 | 165,000 | |
Related Party Transactions 53 | $ 3,990,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Long-term Debt 1 | 6.75% | 6.75% |
Long-term Debt 2 | 1.25% | 1.25% |
Long-term Debt 3 | $ 1,215,040 | |
Long-term Debt 4 | $ 1,600,000 | |
Long-term Debt 5 | 3,300,000 | 3,300,000 |
Long-term Debt 6 | 500,000 | 500,000 |
Long-term Debt 7 | 2,000,000 | 2,000,000 |
Long-term Debt 8 | $ 455,640 | |
Long-term Debt 9 | $ 600,000 | |
Long-term Debt 10 | 37,970 | |
Long-term Debt 11 | 50,000 | |
Long-term Debt 12 | $ 2,828,117 | |
Long-term Debt 13 | $ 3,724,147 | |
Long-term Debt 14 | 6.75% | 6.75% |
Long-term Debt 15 | 1.25% | 1.25% |
Long-term Debt 16 | $ 57,383 | |
Long-term Debt 17 | $ 75,564 | |
Long-term Debt 18 | 3,038,343 | |
Long-term Debt 19 | 4,000,978 | |
Long-term Debt 20 | 52,659 | |
Long-term Debt 21 | 69,343 | |
Long-term Debt 22 | 158,433 | |
Long-term Debt 23 | 202,419 | |
Long-term Debt 24 | $ 32,532 | |
Long-term Debt 25 | $ 43,405 |
Obligations under Capital Lea36
Obligations under Capital Lease (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Obligations Under Capital Lease 1 | $ 13,046 | |
Obligations Under Capital Lease 2 | $ 17,180 | |
Obligations Under Capital Lease 3 | $ 983 | |
Obligations Under Capital Lease 4 | $ 1,268 | |
Obligations Under Capital Lease 5 | 5.95% | 5.95% |
Obligations Under Capital Lease 6 | $ 217,682 | |
Obligations Under Capital Lease 7 | $ 286,650 | |
Obligations Under Capital Lease 8 | 4,435 | |
Obligations Under Capital Lease 9 | 5,840 | |
Obligations Under Capital Lease 10 | $ 21,719 | |
Obligations Under Capital Lease 11 | $ 28,600 | |
Obligations Under Capital Lease 12 | 5.982% | 5.982% |
Obligations Under Capital Lease 13 | $ 7,594 | |
Obligations Under Capital Lease 14 | $ 10,000 | |
Obligations Under Capital Lease 15 | 3,887 | |
Obligations Under Capital Lease 16 | 5,118 | |
Obligations Under Capital Lease 17 | $ 18,742 | |
Obligations Under Capital Lease 18 | $ 24,680 | |
Obligations Under Capital Lease 19 | 6.15% | 6.15% |
Obligations Under Capital Lease 20 | $ 9,738 | |
Obligations Under Capital Lease 21 | $ 12,441 | |
Obligations Under Capital Lease 22 | $ 0 | |
Obligations Under Capital Lease 23 | $ 0 |
Loans Payable to Related Part37
Loans Payable to Related Party (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | |
Loans Payable To Related Party 1 | $ 151,880 | |
Loans Payable To Related Party 2 | $ 200,000 | |
Loans Payable To Related Party 3 | $ 15,942 | |
Loans Payable To Related Party 4 | $ 20,000 | |
Loans Payable To Related Party 5 | 12.00% | 12.00% |
Loans Payable To Related Party 6 | $ 4,394 | |
Loans Payable To Related Party 7 | $ 5,786 | |
Loans Payable To Related Party 8 | 22,120 | |
Loans Payable To Related Party 9 | 27,750 | |
Loans Payable To Related Party 10 | $ 18,985 | |
Loans Payable To Related Party 11 | $ 25,000 | |
Loans Payable To Related Party 12 | 12.00% | 12.00% |
Loans Payable To Related Party 13 | $ 1,498 | |
Loans Payable To Related Party 14 | $ 1,973 | |
Loans Payable To Related Party 15 | 0 | |
Loans Payable To Related Party 16 | 0 | |
Loans Payable To Related Party 17 | 6,362 | |
Loans Payable To Related Party 18 | 8,129 | |
Loans Payable To Related Party 19 | $ 10,154 | |
Loans Payable To Related Party 20 | $ 13,548 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - 6 months ended Jun. 30, 2018 | USD ($)$ / sharesshares | CAD ($)shares |
Capital Stock 1 | 150,000,000 | 150,000,000 |
Capital Stock 2 | $ / shares | $ 0.0001 | |
Capital Stock 3 | 39,913,031 | 39,913,031 |
Capital Stock 4 | shares | 37,393,031 | 37,393,031 |
Capital Stock 5 | $ 304,500 | |
Capital Stock 6 | 497,374 | |
Capital Stock 7 | 25,800 | |
Capital Stock 8 | $ 48,100 | |
Capital Stock 9 | 330,000 | 330,000 |
Capital Stock 10 | shares | 850,151 | 850,151 |
Capital Stock 11 | shares | 190,000 | 190,000 |
Capital Stock 12 | $ 178,200 | |
Capital Stock 13 | $ 11,800 | |
Capital Stock 14 | shares | 1,620,000 | 1,620,000 |
Capital Stock 15 | $ 469,800 | |
Capital Stock 16 | shares | 40,000 | 40,000 |
Capital Stock 17 | $ 11,600 | |
Capital Stock 18 | $ 13,200 | |
Capital Stock 19 | shares | 5,000 | 5,000 |
Capital Stock 20 | shares | 4,000 | 4,000 |
Capital Stock 21 | $ 1,450 | |
Capital Stock 22 | $ 4,000 | |
Capital Stock 23 | shares | 15,000 | 15,000 |
Capital Stock 24 | shares | 20,000 | 20,000 |
Capital Stock 25 | shares | 20,000 | 20,000 |
Capital Stock 26 | $ 4,950 | |
Capital Stock 27 | 6,600 | |
Capital Stock 28 | $ 20,000 | |
Capital Stock 29 | shares | 115,000 | 115,000 |
Capital Stock 30 | $ 0.10 | |
Capital Stock 31 | shares | 5,000 | 5,000 |
Capital Stock 32 | $ 5,000 | |
Capital Stock 33 | shares | 529,970 | 529,970 |
Capital Stock 34 | $ 529,970 | |
Capital Stock 35 | $ 700,000 | |
Capital Stock 36 | 3,000,000 | 3,000,000 |
Capital Stock 37 | shares | 1,000,000 | 1,000,000 |
Capital Stock 38 | 1,000,000 | 1,000,000 |
Capital Stock 39 | $ 165,000 | |
Capital Stock 40 | 3,000,000 | 3,000,000 |
Capital Stock 41 | 1,000,000 | 1,000,000 |
Capital Stock 42 | 1,000,000 | 1,000,000 |
Capital Stock 43 | $ 1,000,000 | |
Capital Stock 44 | 1,000,000 | |
Capital Stock 45 | 500,000 | |
Capital Stock 46 | $ 1,500,000 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - 6 months ended Jun. 30, 2018 | USD ($)a | CAD ($)a |
Commitments 1 | $ 3,797 | |
Commitments 2 | $ 5,000 | |
Commitments 3 | $ 11,391 | |
Commitments 4 | $ 15,000 | |
Commitments 5 | 3,000,000 | 3,000,000 |
Commitments 6 | 1,000,000 | 1,000,000 |
Commitments 7 | 1,000,000 | 1,000,000 |
Commitments 8 | 3,000,000 | 3,000,000 |
Commitments 9 | 1,000,000 | 1,000,000 |
Commitments 10 | 1,000,000 | 1,000,000 |
Commitments 11 | $ 3,038 | |
Commitments 12 | $ 4,000 | |
Commitments 13 | 3,797 | |
Commitments 14 | 5,000 | |
Commitments 15 | 4,556 | |
Commitments 16 | 6,000 | |
Commitments 17 | 7,217 | |
Commitments 18 | 9,432 | |
Commitments 19 | 71,017 | |
Commitments 20 | 94,000 | |
Commitments 21 | 19,947 | |
Commitments 22 | 25,217 | |
Commitments 23 | 12,006 | |
Commitments 24 | 15,178 | |
Commitments 25 | $ 7,941 | |
Commitments 26 | $ 10,039 | |
Commitments 27 | a | 13.88 | 13.88 |
Commitments 28 | $ 2,278 | |
Commitments 29 | $ 3,000 | |
Commitments 30 | 4,556 | |
Commitments 31 | 6,000 | |
Commitments 32 | $ 210,225 | |
Commitments 33 | $ 276,831 |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Economic Dependence 1 | 63.00% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2018USD ($)shares | Jun. 30, 2018CAD ($)shares | |
Subsequent Events 1 | $ 33,264 | |
Subsequent Events 2 | $ 43,803 | |
Subsequent Events 3 | 116,840 | |
Subsequent Events 4 | $ 10,160 | |
Subsequent Events 5 | shares | 127,000 | 127,000 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2018CAD ($) | Dec. 31, 2017USD ($) | |
Intangible Assets Schedule Of Finite-lived Intangible Assets 2 | $ 2,017 | ||
Intangible Assets | 140,112 | $ 147,100 | |
Technology License [Member] | |||
Accumulated Amortization | 631 | 531 | |
Intangible Assets | 1,370 | 1,470 | |
Environmental compliance approvals [Member] | |||
Intangible Assets | $ 138,742 | $ 182,700 | $ 145,630 |
Schedule of Long-lived Assets (
Schedule of Long-lived Assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Cost | $ 3,964,422 | |
Accumulated Depreciation | 283,825 | |
Net book value | 3,680,597 | $ 3,864,588 |
Composting buildings [Member] | ||
Cost | 2,233,208 | |
Accumulated Depreciation | 107,123 | |
Net book value | 2,126,085 | 2,302,651 |
Gore cover system [Member] | ||
Cost | 890,017 | |
Accumulated Depreciation | 70,460 | |
Net book value | 819,557 | 906,953 |
Driveway and Paving [Member] | ||
Cost | 351,982 | |
Accumulated Depreciation | 22,292 | |
Net book value | 329,690 | 360,835 |
Machinery and equipment, including under capital lease [Member] | ||
Cost | 46,323 | |
Accumulated Depreciation | 10,717 | |
Net book value | 35,606 | 44,667 |
Equipment under capital lease [Member] | ||
Cost | 418,642 | |
Accumulated Depreciation | 65,426 | |
Net book value | 353,216 | 229,561 |
Officer trailer [Member] | ||
Cost | 6,455 | |
Accumulated Depreciation | 1,533 | |
Net book value | 4,922 | 6,182 |
Computer equipment [Member] | ||
Cost | 6,712 | |
Accumulated Depreciation | 2,840 | |
Net book value | 3,872 | 3,368 |
Computer software [Member] | ||
Cost | 6,986 | |
Accumulated Depreciation | 2,765 | |
Net book value | 4,221 | 6,264 |
Automotive equipment [Member] | ||
Cost | 1,519 | |
Accumulated Depreciation | 304 | |
Net book value | 1,215 | 1,514 |
Signage [Member] | ||
Cost | 2,578 | |
Accumulated Depreciation | 365 | |
Net book value | $ 2,213 | $ 2,593 |
Schedule of Long-term Debt Inst
Schedule of Long-term Debt Instruments (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Long-Term Debt | $ 3,899,022 | $ 4,161,435 |
Current portion | (1,747,810) | (1,828,900) |
Long-term Debt | 2,151,212 | $ 2,332,535 |
Credit facility (a) [Member] | ||
Long-Term Debt | 779,247 | |
Current portion | (779,247) | |
Long-term Debt | 0 | |
Credit facility (b) [Member] | ||
Long-Term Debt | 435,793 | |
Current portion | (435,793) | |
Long-term Debt | 0 | |
Credit facility (c) [Member] | ||
Long-Term Debt | 37,970 | |
Current portion | (37,970) | |
Long-term Debt | 0 | |
Corporate Term Loan [Member] | ||
Long-Term Debt | 2,646,012 | |
Current portion | (494,800) | |
Long-term Debt | $ 2,151,212 |
Schedule of Repayments (Details
Schedule of Repayments (Details) - Long-term Debt [Member] | Jun. 30, 2018USD ($) |
2,018 | $ 242,469 |
2,019 | 1,767,935 |
2,020 | 557,664 |
2,021 | 603,949 |
2,022 | 485,636 |
2,023 | 241,369 |
Total | $ 3,899,022 |
Schedule of Capital Leased Asse
Schedule of Capital Leased Assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Obligations under Capital Lease | $ 347,546 | $ 219,784 |
Less: current portion | (89,821) | (59,204) |
Obligations under capital lease | 257,725 | $ 160,580 |
Capital Lease (a) [Member] | ||
Obligations under Capital Lease | 4,746 | |
Less: current portion | (4,746) | |
Obligations under capital lease | 0 | |
Capital Lease (b) [Member] | ||
Obligations under Capital Lease | 178,187 | |
Less: current portion | (47,513) | |
Obligations under capital lease | 130,674 | |
Capital Lease (c) [Member] | ||
Obligations under Capital Lease | 164,613 | |
Less: current portion | (37,562) | |
Obligations under capital lease | $ 127,051 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Jun. 30, 2018USD ($) |
2,018 | $ 59,181 |
2,019 | 99,860 |
2,020 | 99,860 |
2,021 | 108,275 |
2,022 | 22,629 |
Minimum Payments Due | 389,805 |
Less: imputed interest | (42,259) |
Total | $ 347,546 |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Loans payable to related parties | $ 208,835 | $ 15,942 |
Travellers International Inc. [Member] | ||
Loans payable to related parties | 151,880 | 15,942 |
Directors [Member] | ||
Loans payable to related parties | $ 56,955 | $ 0 |
Commitments (Details)
Commitments (Details) | Jun. 30, 2018USD ($) |
The President and CEO [Member] | |
2,018 | $ 136,692 |
2,019 | 273,384 |
Total | 410,076 |
Haute Inc [Member] | |
2,018 | 22,782 |
2,019 | 54,677 |
Total | 77,459 |
Advanced Water Technologies Program [Member] | |
2,018 | 18,117 |
Astoria Organic Matters Ltd. [Member] | |
2,018 | 13,669 |
2,019 | 27,338 |
2,020 | 27,338 |
2,021 | 27,338 |
2,022 | 27,338 |
2,023 | 27,338 |
Thereafter | 280,219 |
Total | 430,578 |
Chief Financial Officer [Member] | |
2,018 | 27,336 |
2,019 | 13,668 |
Total | $ 41,004 |