Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Entity Registrant Name | SusGlobal Energy Corp. | |
Entity Central Index Key | 0001652539 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 47,833,401 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 42,711 |
Trade receivables | 149,933 | 129,981 |
Inventory | 27,538 | 18,550 |
Prepaid expenses and deposits | 18,367 | 23,172 |
Total Current Assets | 195,838 | 214,414 |
Intangible Assets | 232,796 | 135,189 |
Long-lived Assets, net | 4,762,989 | 3,361,110 |
Long-Term Assets | 4,995,785 | 3,496,299 |
Total Assets | 5,191,623 | 3,710,713 |
Current Liabilities | ||
Bank indebtedness | 7,350 | |
Accounts payable | 708,940 | 353,728 |
Government remittances payable | 23,529 | 35,169 |
Accrued liabilities | 602,916 | 646,003 |
Advance | 21,166 | |
Current portion of long-term debt | 3,785,210 | 3,727,778 |
Current portion of obligations under capital lease | 235,222 | 81,109 |
Convertible promissory notes | 1,370,683 | 0 |
Mortgage payable | 1,306,407 | 0 |
Loans payable to related parties | 0 | 201,575 |
Total Current Liabilities | 8,061,423 | 5,045,362 |
Long-Term Liabilities | ||
Obligations under capital lease | 0 | 207,599 |
Total Long-term Liabilities | 207,599 | |
Total Liabilities | 8,061,423 | 5,252,961 |
Stockholders' Deficiency | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding | 4,439 | 4,031 |
Common stock, $.0001 par value, 150,000,000 authorized, 44,376,716 (2018- 40,299,531) shares issued and outstanding | ||
Additional paid-in capital | 7,274,449 | 5,754,260 |
Subscriptions payable | 4,600 | |
Stock compensation reserve | 750,000 | 1,330,000 |
Accumulated deficit | (10,766,212) | (8,554,312) |
Accumulated other comprehensive loss | (132,476) | (80,827) |
Stockholders' deficiency | (2,869,800) | (1,542,248) |
Total Liabilities and Stockholders' Deficiency | $ 5,191,623 | $ 3,710,713 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 44,376,716 | 40,299,531 |
Common Stock, Shares, Outstanding | 44,376,716 | 40,299,531 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 390,723 | $ 279,394 | $ 1,025,695 | $ 639,538 |
Cost of Sales | ||||
Opening inventory | 24,738 | 115,733 | 18,550 | 53,964 |
Depreciation | 105,990 | 98,823 | 302,816 | 291,134 |
Less: closing inventory | (27,538) | (73,795) | (27,538) | (73,795) |
Total cost of sales | 235,723 | 246,369 | 804,803 | 570,786 |
Gross profit | 155,000 | 33,025 | 220,892 | 68,752 |
Operating expenses | ||||
Management compensation-stock- based compensation | 85,000 | 332,500 | 750,000 | 1,997,500 |
Management compensation-fees | 81,800 | 82,619 | 243,778 | 256,377 |
Marketing | 5,785 | 252,462 | ||
Professional fees | 63,357 | 246,245 | 270,328 | 383,287 |
Interest expense | 152,952 | 90,939 | 408,382 | 267,958 |
Office and administration | 62,906 | 39,182 | 176,850 | 102,767 |
Rent and occupancy | 33,024 | 54,925 | 92,085 | 123,842 |
Insurance | 17,508 | 14,172 | 45,518 | 44,757 |
Filing fees | 2,546 | 1,479 | 31,643 | 11,518 |
Amortization of financing costs | 88,956 | 154,721 | ||
Directors' compensation | (14,648) | 766 | (1,948) | 2,331 |
Repairs and maintenance | 4,219 | 1,471 | 8,973 | 20,240 |
Total operating expenses | 583,405 | 864,298 | 2,432,792 | 3,210,577 |
Net loss | (428,405) | (831,273) | (2,211,900) | (3,141,825) |
Other comprehensive income (loss) | ||||
Foreign exchange gain (loss) | 25,828 | (27,107) | (51,649) | (6,093) |
Comprehensive loss | $ (402,577) | $ (858,380) | $ (2,263,549) | $ (3,147,918) |
Net loss per share-basic and diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.08) |
Weighted average number of common shares outstanding- basic and diluted (in shares) | 43,082,783 | 40,003,672 | 42,285,041 | 39,222,148 |
Direct wages and benefits [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 71,347 | $ 41,526 | $ 180,379 | $ 125,634 |
Equipment rental, delivery, fuel and repairs and maintenance [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 24,053 | 41,354 | 228,535 | 102,552 |
Utilities [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 19,309 | 22,755 | 79,535 | 54,643 |
Outside contractors [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 17,824 | (27) | 22,526 | 16,654 |
Cost of Goods and Service Benchmark [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 263,261 | $ 320,164 | $ 832,341 | $ 644,581 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity - 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, 2017 | $ 3,740 | $ 3,576,111 | $ 178,200 | $ 330,000 | $ (4,660,296) | $ (148,093) | $ (720,338) |
Beginning 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 and 2018 stock award | $ 100 | 329,900 | (330,000) | ||||
Shares issued on vesting of 2017 and 2018 stock award (Shares) | 1,000,000 | ||||||
Shares issued on private placement, net of share issue costs | $ 5 | 44,995 | 45,000 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 50,000 | ||||||
Stock compensation expensed on vesting of stock award | 82,500 | 82,500 | |||||
Other comprehensive income (loss) | 28,314 | 28,314 | |||||
Net loss | (483,617) | (483,617) | |||||
Ending Balance at Mar. 31, 2018 | $ 3,864 | 4,129,187 | 82,500 | (5,143,913) | (119,779) | (1,048,141) | |
Ending Balance (Shares) at Mar. 31, 2018 | 38,633,031 | ||||||
Beginning Balance at Dec. 31, 2017 | $ 3,740 | 3,576,111 | 178,200 | 330,000 | (4,660,296) | (148,093) | (720,338) |
Beginning Balance (Shares) at Dec. 31, 2017 | 37,393,031 | ||||||
Net loss | (3,141,825) | ||||||
Ending Balance at Sep. 30, 2018 | $ 4,006 | 5,520,585 | 997,500 | (7,802,121) | (154,186) | (1,434,216) | |
Ending Balance (Shares) at Sep. 30, 2018 | 40,050,031 | ||||||
Beginning Balance at Dec. 31, 2017 | $ 3,740 | 3,576,111 | 178,200 | 330,000 | (4,660,296) | (148,093) | (720,338) |
Beginning Balance (Shares) at Dec. 31, 2017 | 37,393,031 | ||||||
Shares issued for proceeds previously received (Shares) | 190,000 | ||||||
Shares issued on private placement, net of share issue costs (Shares) | 696,500 | ||||||
Ending Balance at Dec. 31, 2018 | $ 4,031 | 5,754,260 | 4,600 | 1,330,000 | (8,554,312) | (80,827) | (1,542,248) |
Ending Balance (Shares) at Dec. 31, 2018 | 40,299,531 | ||||||
Beginning Balance at Mar. 31, 2018 | $ 3,864 | 4,129,187 | 82,500 | (5,143,913) | (119,779) | (1,048,141) | |
Beginning Balance (Shares) at Mar. 31, 2018 | 38,633,031 | ||||||
Shares issued on vesting of 2017 and 2018 stock award | $ 100 | 999,900 | 1,000,000 | ||||
Shares issued on vesting of 2017 and 2018 stock award (Shares) | 1,000,000 | ||||||
Shares issued on private placement, net of share issue costs | $ 28 | 259,472 | 259,500 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 280,000 | ||||||
Stock compensation expensed on vesting of stock award | 582,500 | 582,500 | |||||
Other comprehensive income (loss) | (7,300) | (7,300) | |||||
Net loss | (1,826,935) | (1,826,935) | |||||
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 | ||||||
Shares issued on private placement, net of share issue costs | $ 14 | 132,026 | 132,040 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 137,000 | ||||||
Stock compensation expensed on vesting of stock award | 332,500 | 332,500 | |||||
Other comprehensive income (loss) | (27,107) | (27,107) | |||||
Net loss | (831,273) | (831,273) | |||||
Ending Balance at Sep. 30, 2018 | $ 4,006 | 5,520,585 | 997,500 | (7,802,121) | (154,186) | (1,434,216) | |
Ending Balance (Shares) at Sep. 30, 2018 | 40,050,031 | ||||||
Beginning Balance at Dec. 31, 2018 | $ 4,031 | 5,754,260 | 4,600 | 1,330,000 | (8,554,312) | (80,827) | (1,542,248) |
Beginning Balance (Shares) at Dec. 31, 2018 | 40,299,531 | ||||||
Shares issued for proceeds previously received | $ 1 | 4,599 | (4,600) | ||||
Shares issued for proceeds previously received (Shares) | 5,000 | ||||||
Shares issued on vesting of 2017 and 2018 stock award | $ 100 | 999,900 | (1,000,000) | ||||
Shares issued on vesting of 2017 and 2018 stock award (Shares) | 1,000,000 | ||||||
Shares issued for professional services | $ 10 | 52,990 | 53,000 | ||||
Shares issued for professional services (Shares) | 100,000 | ||||||
Stock compensation expensed on vesting of stock award | 332,500 | 332,500 | |||||
Other comprehensive income (loss) | (27,505) | (27,505) | |||||
Net loss | (1,080,544) | (1,080,544) | |||||
Ending Balance at Mar. 31, 2019 | $ 4,142 | 6,811,749 | 662,500 | (9,634,856) | (108,332) | (2,264,797) | |
Ending Balance (Shares) at Mar. 31, 2019 | 41,404,531 | ||||||
Beginning Balance at Dec. 31, 2018 | $ 4,031 | 5,754,260 | $ 4,600 | 1,330,000 | (8,554,312) | (80,827) | (1,542,248) |
Beginning Balance (Shares) at Dec. 31, 2018 | 40,299,531 | ||||||
Shares issued for proceeds previously received (Shares) | 5,000 | ||||||
Shares issued for professional services | $ 53,000 | ||||||
Shares issued for professional services (Shares) | 100,000 | ||||||
Shares issued on private placement, net of share issue costs (Shares) | |||||||
Net loss | (2,211,900) | ||||||
Ending Balance at Sep. 30, 2019 | $ 4,439 | 7,274,449 | 750,000 | (10,766,212) | (132,476) | (2,869,800) | |
Ending Balance (Shares) at Sep. 30, 2019 | 44,376,716 | ||||||
Beginning Balance at Mar. 31, 2019 | $ 4,142 | 6,811,749 | 662,500 | (9,634,856) | (108,332) | (2,264,797) | |
Beginning Balance (Shares) at Mar. 31, 2019 | 41,404,531 | ||||||
Shares issued on vesting of 2017 and 2018 stock award | $ 100 | 329,900 | (330,000) | ||||
Shares issued on vesting of 2017 and 2018 stock award (Shares) | 1,000,000 | ||||||
Shares issued to directors | $ 8 | 39,192 | 39,200 | ||||
Shares issued to directors (Shares) | 80,000 | ||||||
Stock compensation expensed on vesting of stock award | 332,500 | 332,500 | |||||
Other comprehensive income (loss) | (49,972) | (49,972) | |||||
Net loss | (702,951) | (702,951) | |||||
Ending Balance at Jun. 30, 2019 | $ 4,250 | 7,180,841 | 665,000 | (10,337,807) | (158,304) | (2,646,020) | |
Ending Balance (Shares) at Jun. 30, 2019 | 42,484,531 | ||||||
Shares issued on conversion of debt to equity | $ 189 | 93,608 | 93,797 | ||||
Shares issued on conversion of debt to equity (shares) | 1,892,185 | ||||||
Stock compensation expensed on vesting of stock award | 85,000 | 85,000 | |||||
Other comprehensive income (loss) | 25,828 | 25,828 | |||||
Net loss | (428,405) | (428,405) | |||||
Ending Balance at Sep. 30, 2019 | $ 4,439 | $ 7,274,449 | $ 750,000 | $ (10,766,212) | $ (132,476) | $ (2,869,800) | |
Ending Balance (Shares) at Sep. 30, 2019 | 44,376,716 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (2,211,900) | $ (3,141,825) |
Adjustments for: | ||
Depreciation | 308,588 | 297,294 |
Amortization of intangible asset | 832 | 150 |
Amortization of operating right-of-use asset | 6,107 | |
Amortization of financing fees | 154,721 | |
Stock-based compensation | 750,000 | 1,997,500 |
Shares issued for professional services | 53,000 | |
Shares issued to directors | 39,200 | |
Interest capitalized | 53,873 | |
Changes in non-cash working capital: | ||
Trade receivables | (10,279) | 40,282 |
Government remittances receivable | 3,578 | |
Inventory | (8,399) | (21,620) |
Prepaid expenses and deposits | 5,484 | 36,829 |
Accounts payable | 335,056 | 1,186 |
Government remittances payable | (12,656) | 22,470 |
Accrued liabilities | (62,340) | 196,276 |
Net cash used in operating activities | (652,586) | (514,007) |
Cash flows from investing activities | ||
Business acquisition | (1,468,226) | |
Purchase of intangible assets | (11,149) | |
Purchase of long-lived assets | (199,434) | (1,553) |
Net cash used in investing activities | (1,678,809) | (1,553) |
Cash flows from financing activities | ||
Bank indebtedness | 7,323 | 820 |
Advance | 30,096 | |
Repayments of advance | (9,006) | |
Repayment of long-term debt | (54,764) | (138,303) |
Repayments of obligations under capital lease | (61,967) | (71,970) |
Advances of convertible promissory notes | 1,328,975 | |
Repayments of operating lease liability | (1,864) | |
Advance of mortgage payable | 1,272,993 | |
Repayments of loans payable to related parties | (206,910) | (15,538) |
Advances of loans payable to related parties | 213,648 | |
Private placement proceeds (net of share issue costs) | 436,540 | |
Net cash provided by financing activities | 2,304,876 | 425,197 |
Effect of exchange rate on cash | (16,192) | (35,754) |
Decrease in cash | (42,711) | (126,117) |
Cash and cash equivalents-beginning of period | 42,711 | 126,117 |
Cash and cash equivalents-end of period | 0 | 0 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 171,675 | 279,320 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
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. On December 11, 2018, the Company began trading on the Over the Counter QB venture market exchange, under the ticker symbol SNRG. SusGlobal is a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application. These interim condensed consolidated financial statements of SusGlobal and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp., SusGlobal Energy Canada I Ltd. ("SGECI"), SusGlobal Energy Belleville Ltd. ("SGEBL") and 1684567 Ontario Inc. ("1684567") (together, the "Company"), have been prepared following generally accepted accounting principles in the United States ("US GAAP") for interim financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-Q and Article 8 of SEC Regulation S-X, 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 | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019, the Company had a working capital deficit of $7,865,585 (December 31, 2018-$4,830,948), incurred a net loss of $2,211,900 (2018-$3,141,825) for the nine months ended September 30, 2019 and had an accumulated deficit of $10,766,212 (December 31, 2018-$8,554,312) and expects to incur further losses in the development of its business. On August 28, 2019, Pace Savings & Credit Union Limited (“PACE”) informed the Company via letter that the credit facilities and corporate term loan (the “Debt”) was in default due to the Company’s going concern disclosure in the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017 and as a result of the Company’s failure to respond to an e-mail request from PACE with respect to the Company’s efforts to arrange for a payout. As a result, PACE was not agreeable to continue with the Debt and had requested that the Company’s indebtedness to PACE be paid in full on or before December 31, 2019. PACE requested that their letter be fully executed by September 5, 2019. On September 3, 2019, PACE informed the Company via letter that the interest rates on the Debt be increased effective September 15, 2019, by 0.50%, and each month thereafter by a further 0.50%. On September 5, 2019, management arranged to meet with PACE to discuss their demands and to discuss the Company’s refinancing efforts. Management expressed their concerns over PACE’s actions in describing the details of the default and in increasing the interest rates as per their written communication. Management indicated to PACE that it was agreeable to a partial paydown of the Debt, as management was in discussions with obtaining a first mortgage over the Company’s property which included their organic composting facilities, from a chartered bank. PACE requested management to continue to update PACE on management’s refinancing plans. Management did not fully execute the September 5, 2019 letter from PACE nor any future letters from PACE. The Company “stopped payments” on the September and October instalments on the Debt with PACE. On September 11, 2019, PACE informed the Company that it failed to execute the new terms by September 5, 2019 and that it failed to make the required September payments on two of the three credit facilities that are part of the Debt, which were due on September 2, 2019. PACE also requested payments for the September monthly instalment payment on each of the two credit facilities, not sufficient fund fees and default and administrative fees totaling $1,978 ($2,620 CAD) and the letter of credit fee in the amount of $1,888 ($2,500 CAD). The letter of credit fee was paid and the letter of credit was extended to December 31, 2019. PACE also requested that the Company provide cash collateral to PACE for the letter of credit, in the amount of $209,035 ($276,831 CAD). PACE requested the consent of management to have PACE appoint a financial advisor to inspect and assess the assets and operations of the Company and requested that the letter be executed and returned to PACE by September 12, 2019. In a letter to PACE, management noted that the company’s financial report due by November 14, 2019, will be provided to PACE subsequent to the filing of the financial report and that no further payments will be made to PACE pending resolution of a paydown schedule to facilitate the principal reduction required by PACE on or before December 31, 2019. In a letter from PACE on September 13, 2019, they agreed to renew the letter of credit to December 31, 2019 but still consider the Debt in default. In a letter from PACE on October 9, 2019, PACE confirmed that the letter of credit was renewed to December 31, 2019 and noted further instalments payments returned stop payment, which were due on September 13, 2019 and October 2 and 4, 2019. PACE reiterated that they did not want to continue to be the Company’s banker and that it did not agree to any partial reduction of the Debt and requested that the Company provide a written repayment plan to have the credit facilities permanently retired. On November 1, 2019, the Company responded to PACE's demands to repay all Debt by offering to repay two credit facilities totaling $460,413 ($609,738 CAD) As a result of the PACE default, the advance is also in default (refer to advance, note 12), the obligations under capital lease are also in default (refer to obligations under capital lease, note 14) and the convertible promissory notes are also in default (refer to convertible promissory notes, note 15). Further, on September 25, 2019, the Company’s chief executive officer (the “CEO”), resigned as a member of the Board of Directors (the “Board”) and ceased providing his services as CEO. On November 6, 2019, by resolution of the Board, the president of the Company (the “President”), was appointed CEO. 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 and its other creditors, whose debt is also in default and upon achieving profitable operations. There is no assurance of funding being available or available on acceptable terms. 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 | 9 Months Ended |
Sep. 30, 2019 | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies These interim condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements of the Company for the years ended December 31, 2018 and 2017 and their accompanying notes. Recently Adopted Accounting Pronouncements: On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases which is also known as Accounting Standard Codification ("ASC") Topic 842, that requires lessees to recognize for all operating leases a right-of-use asset and a lease obligation in the interim condensed consolidated balance sheets. Expenses are recognized in the interim condensed consolidated statements of operations and comprehensive loss in a manner similar to previous accounting guidance. Lessor accounting under the new standard is substantially unchanged and is not relevant to the Company. The Company adopted the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented, with certain practical expedients available to ease the burden of adoption. The Company elected the following practical expedients upon adoption: not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, not to reassess initial direct costs for any existing leases, not to separately identify lease and non-lease components (i.e. maintenance costs) except for fleet vehicles and real estate, and not to evaluate historical land easements under the new guidance. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to long-term leases (leases greater than 1 year) for which it only has one. Adoption of the new standard resulted in $217,755 ($297,074 CAD) of additional right-of-use lease asset and lease liability as of January 1, 2019. The new standard did not have a significant impact on the interim condensed consolidated statements of operations and comprehensive loss. See note 9, operating lease right-of-use asset and operating lease liability, for additional information. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Recent Accounting Pronouncements [Text Block] | 4. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the financial accounting standards board (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 are not expected to have a material impact on the Company's financial position, results of operations or cash flows. In August 2018, the FASB issued an update, ASU No. 2018-13, “Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements to ASC Topic 820, Fair Value Movement. ASU No. 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU No. 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting ASU No. 2018-13. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles-Goodwill and Other ( In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Financial Instruments [Text Block] | 5. Financial Instruments The carrying value of cash and cash equivalents, trade receivables, bank indebtedness, accounts payable, and accrued liabilities approximated their fair values as of September 30, 2019 due to their short-term nature. The carrying value of the advance, long-term debt, obligations under capital lease, convertible promissory notes, mortgage payable and loans payable to related parties approximated their fair values 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 long-term debt of $3,785,210 ($5,012,859 CAD) (December 31, 2018-$3,727,778; $5,085,645 CAD) and on its convertible promissory notes, should the Company repay all or some of these convertible promissory notes within the stipulated time period. With regards to credit risk with customers, the customers’ credit evaluation is reviewed by management and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond amounts provided for by the allowance for doubtful accounts are inherent in accounts receivable. As at September 30, 2019, the allowance for doubtful accounts was $ nil nil As at September 30, 2019, the Company is exposed to concentration risk as it had three customers (December 31, 2018-five customers) representing greater than 5% of total trade receivables and these three customers (December 31, 2018-five customers) represented 73% (2018-90%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company's 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 is in discussions with a Canadian chartered bank to refinance its obligations to PACE and to another creditor. Refer also to going concern, note 2. 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. In order to continue operations, the Company will need to raise capital, repay PACE for all or a portion of its credit facilities and complete the refinancing of its real property and organic composting facility. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. Refer also to going concern, note 2. 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. $169,249 (December 31, 2018-$68,393) 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. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition [Text Block] | 6. Business Acquisition Effective May 24, 2019, the Company purchased all the issued and outstanding shares of 1684567. The acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price paid in the acquisition has been preliminarily allocated to record the assets acquired and liabilities assumed based on their estimated fair value. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates. The transaction closed on May 28, 2019. The purchase consideration consisted of cash from working capital of $209,952 ($282,308 CAD) and cash from a third-party mortgage obtained in the amount of $1,258,273 ($1,691,910 CAD, net of financing fees of $80,387 ($108,090 CAD)). The total purchase price includes the original offer of $1,314,304 ($1,767,250 CAD) and acquisition costs of $153,922 ($206,968 CAD). The allocation of the purchase price is as follows: May 24, 2019 Purchase consideration Cash ($1,974,218 CAD) $ 1,468,225 Assets acquired Accounts receivable ($ 7,573 CAD) 5,632 Land ($1,850,892 CAD) 1,376,508 Automotive equipment and machinery ($16,525 CAD) 12,290 Customer list ($10,205 CAD) 7,589 Environmental compliance approval ($100,000 CAD) 74,370 Liabilities assumed Accounts payable ($10,977 CAD) 8,164 Net assets acquired ($1,974,218 CAD) $ 1,468,225 |
Trade Receivables
Trade Receivables | 9 Months Ended |
Sep. 30, 2019 | |
Trade Receivables [Text Block] | 7. Trade Receivables On December 17, 2017, the Company filed a motion record in the Ontario Superior Court of Justice (the “Court”) against the Business Development Bank of Canada and Astoria Organic Matters Ltd. and Astoria Organic Matters Canada LP (“Astoria”), together in the amount of $453,060 ($600,000 CAD), in connection with the Company’s purchase of certain assets from the court appointed receiver for Astoria, BDO Canada Limited. (“BDO”). The basis for the claim is for the Company’s costs to process biosolids stored onsite in an amount that was approximately ten times the amount permitted to be stored by conditions set in the Environmental Compliance Approval (the “ECA”) for the Company’s organic composting facility. The Court dismissed each of the Company’s motions, including on November 13, 2019, the Court dismissed the final motion and stayed the private prosecution. A further court date is set for November 4, 2019. As a result of this legal proceeding, BDO, through its legal representative, filed garnishment orders to collect on its outstanding fees, expenses and court costs, with three of the Company’s current customers. The garnishment orders, dated August 16, 2019, totaled $100,046 ($132,494 CAD) each. Since the garnishment orders were delivered to several customers, the payments of the Company’s accounts receivable to satisfy the garnishment orders, exceeded the amount of the garnishment orders. As at September 30, 2019, $114,284 ($151,350 CAD) had been collected , which represented an amount of $14,238 ($18,856 CAD) over and above the garnishment orders. The amounts collected as at September 30, 2019 have been applied against the outstanding accruals for legal fees, expenses and court costs, included in accrued liabilities, on this legal proceeding. Refer also to subsequent events, note 21(c), for details on garnishment orders issued subsequent to September 30, 2019. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Intangible Assets [Text Block] | 8. Intangible Assets June 30, 2019 December 31, 2018 Technology license (net of accumulated amortization of $881 (2018- $731)) $ 1,120 $ 1,270 Customer list-limited life-$9,298 CAD (net of accumulated amortization of $907) 7,021 — Trademarks-indefinite life-$14,817 CAD 11,188 — Environmental compliance approvals-indefinite life- $282,700 CAD 213,467 133,919 $ 232,796 $ 135,189 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 March 14, 2019, the Company incurred fees to register various trademarks in the United States and Canada in the amount $11,188 ($14,817 CAD). On September 15, 2017, the Company acquired the environmental compliance approvals on the purchase of certain assets of Astoria from BDO Canada Limited (“BDO") under an asset purchase agreement (the "APA"). Effective May 24, 2019, the Company acquired an additional environmental compliance approval of $75,510 and a customer list $7,021 |
Long-lived Assets, net
Long-lived Assets, net | 9 Months Ended |
Sep. 30, 2019 | |
Long-lived Assets, net [Text Block] | 9 Long-lived Assets, net September 30, 2019 December 31, 2018 Cost Accumulated Net book value Net book value depreciation Land $ 1,397,609 $ — $ 1,397,609 $ — Composting buildings 2,220,563 272,402 1,948,161 1,988,144 Gore cover system 1,071,346 191,043 880,303 748,112 Driveway and paving 349,989 57,165 292,824 304,639 Machinery and equipment 62,806 36,252 26,554 27,661 Equipment under capital lease 408,774 213,759 195,015 280,323 Office trailer 9,061 4,195 4,866 3,817 Vacuum trailer 5,663 425 5,238 — Computer equipment 6,673 4,483 2,190 3,186 Computer software 6,947 6,947 — 2,389 Automotive equipment 10,216 1,739 8,477 953 Signage 2,564 812 1,752 1,886 $ 5,552,211 $ 789,222 $ 4,762,989 $ 3,361,110 Included above are the long-lived assets acquired on the business acquisition described under note 6. |
Operating Lease Right-of-Use As
Operating Lease Right-of-Use Asset and Operating Lease Liability | 9 Months Ended |
Sep. 30, 2019 | |
Lessee Disclosure [Abstract] | |
Operating Lease Right-of-Use Asset and Operating Lease Liability [Text Block] | 10 . Operating Lease Right-of-Use Asset and Operating Lease Liability The Company had one operating lease right-of-use asset and related operating lease liability and had recognized as such, effective January 1, 2019, based on the present value of lease payments over the lease term that expires on March 31, 2034, calculated to be $217,755 ($297,074 CAD). The Company used its estimated secured incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease right-of-use asset was being amortized on a straight-line basis over the lease term which expires March 31, 2034 and amortization expense is included under office and administration expense in the interim condensed consolidated statements of operations and comprehensive loss. The Company does not act as a lessor nor does it have any leases classified as financing leases. The operating lease right-of-use asset was periodically reviewed for impairment losses. The Company used the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment-Overall, to determine whether the operating lease right-of-use asset was impaired, and if so, the amount of the impairment loss to recognize. The Company monitored for events or changes in circumstances that required a reassessment of its operating lease right-of-use asset. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding operating lease right-of-use asset. Effective May 24, 2019, the Company acquired the shares of 1684567, the company that owned the land upon which the right-of-use asset was situated. As a result, the Company is both the tenant and the landlord and as such, no longer recognizes an operating right-of-use asset and related operating lease liability. For the three and nine-month periods ended September 30, 2019, the Company recorded $nil ($nil CAD) and $6,107 ($8,117 CAD (2018-$nil; $nil CAD and $nil; $nil CAD) respectively, for the amortization of the operating lease right-of-use asset. For the three and nine-month periods ended September 30, 2019, the Company incurred interest of $2,437 ($3,239 CAD) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Text Block] | 11. Related Party Transactions During the three and nine-month periods ended September 30, 2019, the Company incurred $34,083 ($45,000 CAD) and $101,574 ($135,000 CAD) (2018-$34,425; $45,000 CAD and $104,881; $135,000 CAD) respectively, in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the President; $101,574 ($135,000 CAD) (2018- $104,881; $135,000 CAD) On September 25, 2019, the CEO resigned from the Board and ceased providing his services as CEO. In addition, during the three and nine-month periods ended September 30, 2019, the Company incurred interest expense of $4,631 ($6,155 CAD) (2018- $9,482; $12,205 CAD) $3,711 ($4,932 CAD) (2018- $3,295; $4,241 $nil ($nilCAD) (December 31, 2018-$17,882; $24,395 CAD) on these loans is included in accrued liabilities. During the three and nine-month periods ended September 30, 2019, the Company incurred $23,382 ($30,934 CAD) (2018- $53,565; $68,947 CAD) The Company recorded directors' compensation for its five independent directors for services provided based on the share price at the end of each period and for the three and nine-month periods ended September 30, 2019, including the audit committee chairman's fees , including the audit committee chairman's fees, in the amount of ($14,648) and ($1,948) (2018-$766 and $2,331) respectively. As at September 30, 2019, $2,560 (December 31, 2018-$nil) 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 private placement pricing at the time. On each of February 25, 2018 and April 2, 2019, 1,000,000 RSUs were exchanged into 1,000,000 common stock of the Company. On May 17, 2018, at a meeting of the board of directors (the "Board"), approved an amendment to the President's consulting agreement, to include the granting of 3,000,000 RSUs to the President, determined to be valued at $3,000,000, based on private placement pricing at the time, on the same terms and conditions as those granted to the CEO. Immediately thereafter, 1,000,000 of the President's RSUs were exchanged into1,000,000 common stock of the Company. On January 8, 2019, 1,000,000 of the President's RSUs were exchanged into 1,000,000 common stock of the Company. Based on private placement pricing at the time, the common stock issued to the President on each exchange of the RSUs, was determined to be valued at $1,000,000. The RSUs for the remaining installment are expected to vest on January 1, 2020, subject to meeting certain performance objectives. For the three and nine-month periods ended September 30, 2019, the Company recognized management compensation expense of $85,000 and $750,000 (2018-$332,500 and $1,997,500) respectively, on the awards to the President and the CEO) on the award to the President, representing one-quarter of the total value of the award of $3,000,000, based on private placement pricing at the time. In the three and nine-month periods ended September 30, 2018, the Company recognized management compensation expense of $332,500 and $1,997,500 on the awards to the President and the CEO, representing one-quarter of the total value of the awards of $3,990,000 and the award granted to the President in the amount of $1,000,000, as noted above, based on private placement pricing at the time. Refer also to subsequent events, note 21(g). |
Advance
Advance | 9 Months Ended |
Sep. 30, 2019 | |
Loans Payable [Abstract] | |
Loan Payable Disclosure [Text Block] | 12. Advance On July 29, 2019, the Company received an advance in the amount of $30,204 ($40,000 CAD) $368 ($488 CAD) $4,213 ($5,600 CAD) $6,773 ($9,002 CAD) and $6,773 ($9,002 CAD) respectively. Refer also to going concern, note 2 and subsequent events, note 21(f). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Long-Term Debt [Text Block] | 13. Long-Term Debt Credit Credit Credit Corporate September 30, 2019 December 31, 2018 Facility Facility Facility Term Total Total Loan Long-Term Debt $ 757,406 $ 423,573 $ 36,840 $ 2,567,391 $ 3,785,210 $ 3,727,778 Current portion (757,406 ) (423,573 ) (36,840 ) (2,567,391 ) (3,785,210 ) (3,727,778 ) Long-term portion $ — $ — $ — $ — $ — $ — The credit facilities and corporate term loan (the “Debt”) described below in paragraphs (a) to (d) are due on demand. On August 28, 2019, PACE demanded repayment on or before December 31, 2019. Management met with PACE on September 5, 2019, to resolve the matters and offered a paydown of the Debt. Management is also in discussions with a Canadian chartered bank to refinance the PACE Debt and the mortgage payable and formulate a paydown. The Company was informed on September 3, 2019, that effective September 15, 2019, the interest rate on the credit facilities and corporate term loan increased by 0.50% to the PACE base rate of 7.00% plus 1.75% per annum. Discussions are ongoing. Refer also to going concern, note 2 and subsequent events note 21(f). The Debt is otherwise payable as noted below. (a) The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $6,697 ($8,764 CAD), and matures on September 2, 2022. The first and only advance on the credit facility on February 2, 2017, in the amount of $1,197,280 ($1,600,000 CAD), is secured by a business loan general security agreement, a $1,197,280 ($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 against each of these parties. The credit facility is fully open for prepayment at any time without notice or bonus. (b) The credit facility advanced on June 15, 2017, in the amount of $448,980 ($600,000 CAD), bears interest at the PACE base of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $3,745 ($4,901 CAD), and matures on September 2, 2022. The credit facility is secured by a variable rate business loan agreement on the same terms, conditions and security as noted above. (c) The credit facility advanced on August 4, 2017, in the amount of $37,415 ($50,000 CAD), bears interest at the PACE base of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $326 ($427 CAD), and matures on September 4, 2022. The credit facility is secured by a variable rate business loan agreement on the same terms, conditions and security as noted above. (d) The corporate term loan advanced on September 13, 2017, in the amount of $2,786,779 ($3,724,147 CAD), bears interest at PACE base rate of 7.00% plus 1.25% per annum, currently 8.25%, is payable in monthly blended installments of principal and interest of $22,702 ($29,711 CAD), and matures 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 $2,993,932 ($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 shares of the wholly-owned subsidiaries and those shares held by the companies and the CFO noted under (a) above, represent security for the corporate term loan. For the three and nine-month periods ended September 30, 2019, and $234,441 ($311,592 CAD) (2018- and $241,153; $310,403 CAD) respectively, in interest was incurred. |
Obligations under Capital Lease
Obligations under Capital Lease | 9 Months Ended |
Sep. 30, 2019 | |
Obligations under Capital Lease [Text Block] | 14. Obligations under Capital Lease September 30, 2019 December 31, 2018 (a) (b) Total Total Obligations under Capital Lease $ 118,591 $ 116,631 $ 235,222 $ 288,708 Less: current portion (118,591 ) (116,631 ) (235,222 ) (81,109 ) Long—term portion $ — $ — $ — $ 207,599 As a result of the PACE default, these leases are also in default. The lessor may demand full repayment of these obligations under capital lease. And, as a result, the obligations under capital lease have been presented as current liabilities. The original terms of the obligations under capital lease are noted below under paragraphs (a) and (b). Also refer to going concern, note 2 and subsequent events, note 21(f). (a) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $219,029 ($286,650 CAD), is payable in monthly blended installments of principal and interest of $4,462 ($5,840 CAD), plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $21,853 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. The lease agreement bears interest at the rate of 5.982% annually, compounded monthly, due September 30, 2021. (b) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $189,077 ($247,450 CAD), is payable in monthly blended installments of principal and interest of $3,911 ($5,118 CAD), plus applicable harmonized sales taxes for a period of forty-six months plus the first two monthly blended installments of $7,641 ($10,000 CAD) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $ 18,858 ($24,680 CAD) plus applicable harmonized sales taxes on February 27, 2022. 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 9. Refer also to going concern, note 2. Minimum lease payments as per the original terms of the obligations under capital lease are as follows: In the three-month period ending December 31, 2019 $ 24,824 In the year ending December 31, 2020 99,295 In the year ending December 31, 2021 107,661 In the year ending December 31, 2022 22,500 254,280 Less: imputed interest (19,058 ) Total $ 235,222 For the three and nine-month periods ended September 30, 2019, $3,682 ($4,856 CAD) and $12,237 ($16,264 CAD) (2018-$4,290; $5,615 CAD and $14,028; $18,056 CAD) respectively, in interest was incurred. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2019 | |
Convertible Promissory Notes [Text Block] | 15. Convertible Promissory Notes September 30, 2019 December 31, 2018 (a) Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $11,507 (2018- $nil)) $ 261,723 $ — (b) Convertible promissory notes-March 7 and March 8, 2019 (net of 743,835 — (c) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $29,455 (2018-$nil)) 220,545 — (d) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ 25,420 144,580 — $ 1,370,683 $ — (a) On January 28, 2019, the Company entered into securities purchase agreements (the "January 2019 SPAs") with three investors (the "January 2019 Investors") pursuant to which the Company issued to the January 2019 Investors 12% unsecured convertible promissory notes (the "January 2019 Notes") in the aggregate principal amount of $337,500, with such principal and the interest thereon convertible into shares of the Company's common stock (the "Common Stock") at the January 2019 Investors' option. Although the January 2019 SPAs are dated January 28, 2019 (the "January 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the January 2019 Investors. The amounts of $102,500, $100,000, and $100,000, totaling $302,500, represented the proceeds to the Company, net of transaction-related expenses, for the January 2019 Notes from the January 2019 Investors and were received in cash from February 1 through February 4, 2019. The maturity date of each of the January 2019 Notes is January 28, 2020 (the "January 2019 Maturity Dates"). The Notes bear interest at a rate of twelve percent (12%) per annum (the "January 2019 Interest Rate"), which interest shall be paid by the Company to the January 2019 Investors in Common Stock at any time the January 2019 Investors send a notice of conversion to the Company. The January 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the January 2019 Notes into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the January 2019 Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the January 2019 Effective Date; or (ii) the conversion date. The Company has reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "January 2019 Reserved Amounts"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the January 2019 Notes. Upon full conversion of the January 2019 Notes, any shares remaining in such reserve shall be cancelled. The Company increases the January 2019 Reserved Amount in accordance with the Company's obligations under the January 2019 Notes. (b) On March 7 and March 8, 2019, the Company entered into two securities purchase agreements (the "March 2019 SPAs") with two investors (the "March 2019 Investors") pursuant to which the Company issued to each March 2019 Investor two 12% unsecured convertible promissory notes comprised of the first notes (the "First Notes") being in the amount of $275,000 each, and the remaining notes in the amount of $275,000 each (the "Back-End Notes," and, together with the First Notes, the "March 2019 Notes") in the aggregate principal amount of $1,100,000, with such principal and the interest thereon convertible into Common Stock at the March 2019 Investors' option. Each First Note contains a $25,000 Original Issue Discount such that the issue price of each First Note was $250,000. The proceeds on the issuance of the First Notes were received from the March 2019 Investors upon the signing of the March 2019 SPAs. The proceeds on the issuance of the Back-End Notes were initially received by the issuance of two offsetting $250,000 secured notes to the Company by the March 2019 Investors (the "Buyer Notes"), provided that prior to conversion of the Back-End Notes, the March 2019 Investors must have paid back the Back-End Notes in cash. Although the March 2019 SPAs are dated March 7, 2019 and March 8, 2019 (each, a "March 2019 Effective Date"), they became effective upon the receipt in cash of the issue price by the March 2019 Investors. On March 11, 2019, the Company received cash of $456,000, net of transaction-related expenses, for the First Notes from the March 2019 Investors. On April 24, 2019, the Company received one of the Back-End Notes from the March 2019 Investors in the face value amount of $275,000. The proceeds received by the Company was $228,000, net of $25,000 discount and financing costs. The maturity dates of the March 2019 Investor Notes are March 7, 2020 and March 8, 2020. The March 2019 Investor Notes bear interest at a rate of twelve percent (12%) per annum (the "March 2019 Interest Rate"), which interest shall be paid by the Company to the March 2019 Investors in Common Stock at any time the March 2019 Investors send a notice of conversion to the Company. The March 2019 Investors are entitled to, at their option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the March 2019 Investor Notes into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Notes) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable March 2019 Effective Date; or (ii) the conversion date. The Company reserved a minimum of eight (8) times the number of its authorized and unissued Common Stock (the "March 2019 Reserved Amounts"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the March 2019 Investor Notes. Upon full conversion of the March 2019 Investor Notes, any shares remaining in such reserve shall be cancelled. The Company increases the March 2019 Reserved Amount in accordance with the Company's obligations under the March 2019 Investor Notes. (c) On May 23, 2019, the Company entered into a securities purchase agreement (the "May 2019 SPA") with one investor (the "May 2019 Investor") pursuant to which the Company issued to the May 2019 Investor one 12% unsecured convertible promissory note (the "May 2019 Investor Note") in the principal amount of $250,000. On this date, the Company received proceeds of $204,250, net of transaction related expenses of $45,750. The maturity date of the May 2019 Investor note is May 23, 2020. The May 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "May 2019 Interest Rate"), which interest shall be paid by the Company to the May 2019 Investor in Common Stock at any time the May 2019 Investor sends a notice of conversion to the Company. The May 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the May 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable May 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 10,937,000 of its authorized and unissued Common Stock (the "May 2019 Reserved Amount"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the May 2019 Investor Note. Upon full conversion of the May 2019 Investor note, any shares remaining in such reserve shall be cancelled. The Company increases the May 2019 Reserved Amount in accordance with the Company's obligations under the May 2019 Investor note. (d) On July 19, 2019, the Company entered into a securities purchase agreement (the "July 2019 SPA") with one investor (the "July 2019 Investor") pursuant to which the Company issued to the July 2019 Investor one 12% unsecured convertible promissory note (the "July 2019 Investor Note") in the principal amount of $170,000. On this date, the Company received proceeds of $138,225, net of transaction related expenses of $31,775. The maturity date of the July 2019 Investor note is July 19, 2020. The July 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "July 2019 Interest Rate"), which interest shall be paid by the Company to the July 2019 Investor in Common Stock at any time the July 2019 Investor sends a notice of conversion to the Company. The July 2019 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the July 2019 Investor Note into Common Stock, at any time, at a conversion price for each share of Common Stock equal to 65% multiplied by the lowest trading price (as defined in the Note) of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company's shares are traded during the twenty (20) consecutive Trading Day period immediately preceding (i) the applicable July 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 5,604,000 of its authorized and unissued Common Stock (the "July 2019 Reserved Amount"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the July 2019 Investor Note. Upon full conversion of the July 2019 Investor note, any shares remaining in such reserve shall be cancelled. The Company increases the July 2019 Reserved Amount in accordance with the Company's obligations under the July 2019 Investor note. The convertible promissory notes described above may be prepaid until 180 days from their applicable effective date with the following penalties: (i) if any of the convertible promissory notes are prepaid within sixty (60) days following their applicable effective date, then the prepayment premium shall be 125% of the face amount plus any accrued interest; (ii) if any of the convertible promissory notes are prepaid during the period beginning on Pursuant to the terms of the security purchase agreements for the convertible promissory notes described above, for so long as the noted investors own any shares of Common Stock issued upon the conversion of the applicable investor notes, the Company has covenanted to secure and maintain the listing of such shares of Common Stock. The Company is also subject to certain customary negative covenants under the investor notes and the security purchase agreements, including but not limited to the requirement to maintain its corporate existence and assets, require registration of or stockholder approval for the investor notes or the Common Stock upon the conversion of the applicable investor notes. The convertible promissory notes described above contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission which would increase the amount of the principal and interest rates under the convertible promissory notes in the event of such defaults. In the event of a default, at the option of the applicable investor and in their sole discretion, the applicable investor may consider any of their convertible promissory notes immediately due and payable. For the three and nine-month periods ended September 30, 2019, the Company accrued interest of $21,490 and $88,721 (2018-$ nil and $nil) respectively, on the outstanding promissory notes, included in accrued liabilities. As a result of the PACE default, these convertible promissory notes are also in default. The investors may demand full repayment with accrued interest and further penalties that they are entitled to. Refer also to going concern, note 2 and subsequent events, note 21(f). |
Mortgage Payable
Mortgage Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Mortgage Payable [Text Block] | 16. Mortgage Payable The Company obtained a mortgage provided by private lenders to finance the acquisition of the shares of 1684567, as noted under note 6, business acquisition. The mortgage has a principal amount of $1,359,180 ($1,800,000 CAD), is repayable interest only on a monthly basis at an annual rate of 10% per annum and is due May 24, 2020. The mortgage payable is secured by way of shares for 1684567, a first mortgage on the premises, a general assignment of rents, a fire insurance policy and is guaranteed by the Company. Financing fees on the mortgage totaled $81,619 ($108,090 CAD). September 30, 2019 December 31, 2018 Mortgage payable, net of unamortized finance fees of $52,773 ($69,888 CAD) $ 1,306,407 $ — For the three and nine-month periods ended September 30, 2019, $34,162 ($45,343 CAD) and $47,845 ($63,590 CAD) (2018-$ nil nil nil nil |
Loans Payable to Related Partie
Loans Payable to Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements [Abstract] | |
Loans Payable to Related Parties [Text Block] | 17. Loans Payable to Related Parties September 30, 2019 December 31, 2018 Travellers International Inc. $ — $ 146,600 Directors — 54,975 $ — $ 201,575 Loan payable in the amount of $nil ($nil CAD) (December 31, 2018-$146,600; $200,000 CAD), owing to Travellers bears interest at the rate of 12% per annum, was due on demand and was unsecured. The loan and related accrued interest were repaid on June 24, 2019. As at September 30, 2019 $ nil nil Loans payable to directors in the amount of $nil ($ nil As at September 30, 2019, $ nil nil For the three-month period ended September 30, 2019, $353 ($469 CAD) (2018-$6,072; $7,758 CAD) in interest was incurred on the loans to related parties. And, for the nine-month period ended September 30, 2019, $8,342 ($11,087 CAD) (2018-$12,777; $16,446 CAD) in interest was incurred on the loans payable to related parties. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2019 | |
Capital Stock [Text Block] | 18. Capital Stock As at September 30, 2019, the Company had 150,000,000 common shares authorized with a par value of $.0001 per share and 44,376,716 (December 31, 2018-40,299,531) common shares issued and outstanding. During the nine-month period ended September 30, 2019, the Company raised $ nil nil nil During the nine-month period ended September 30, 2019, the January Investors and the March Investors converted a portion of their unsecured convertible promissory notes, including accrued interest, a total of $93,797 for 1,892,185 common shares at per share conversion prices ranging from $0.0371 to $0.091 per share. In addition, during the prior year, the Company issued 190,000 common shares of the Company, in regard to the $178,200 proceeds received from a private placement prior to December 31, 2017, net of share issue costs of $11,800 and issued 20,000 common shares of the Company to a new director, determined to be valued at $20,000, based on private placement pricing at the time. All non-cash transactions were valued based on the proceeds of a recent private placement. The Company also granted the CEO 3,000,000 RSUs under a new consulting agreement effective January 1, 2017. The RSUs are expected to vest in three equal installments annually on each of January 1, 2018, 2019 and 2020. The CEO has forfeited his 2019 RSUs, as a result of his ceasing in providing his services as a CEO in September 2019. On February 25, 2018, the Company issued 1,000,000 common shares in exchange for 1,000,000 RSUs to the CEO. In addition, on May 17, 2018, at a meeting of 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, determined to be valued at $3,000,000, 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 private placement pricing at the time, the common stock issued in exchange for the President's RSUs, was determined to be valued at $1,000,000. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments [Text Block] | 19 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: $3,776 ($5,000 CAD) for 2017 and $11,327 ($15,000 CAD) for 2018 and 2019. The future minimum commitment under these consulting agreements, is as follows: For the three-month period ending December 31, 2019 $ 33,980 The CFO is currently consulting on a month to month basis at $4,531 ($6,000 CAD) per month, on the same terms and conditions as his consulting agreement, which expired March 31, 2019. Refer also to subsequent events, note 21(g). b) Effective January 1, 2017, the Company entered into a new three-year premises lease agreement with Haute at a monthly amount of $3,020 ($4,000 CAD) for 2017, $ 3,776 ($5,000 CAD) for 2018 and $4,531 ($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 three-month period ending December 31, 2019 $ 13,592 c) 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 $2,265 ($3,000 CAD) and is subject to adjustment based on the consumer price index as published by Statistics Canada ("CPI"). No adjustment for CPI had been charged by the previous 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. Effective January 1, 2019, this right-of-use operating lease has been reported as an operating lease right-of-use asset and an operating lease liability on the interim condensed consolidated balance sheets as at March 31, 2019 and 2018. Subsequently, effective May 24, 2019, the Company acquired the shares of 1684567, the company that owned the land upon which the right-of-use asset was situated. As a result, the Company is currently both the tenant and the landlord and as such, no longer recognizes an operating right-of-use asset and related operating lease liability. In addition, the Company was informed that, through a special provision of the site plan agreement with the City of Belleville (the "City"), Ontario, the Company is required to fund certain road maintenance required by the City for the years 2017 through to 2025 at an annual rate of $7,551 ($10,000 CAD). The first year of the special provision was 2016, approximately one year before the Company acquired certain assets of Astoria. This special provision was not addressed in the APA and as a result, the Company may be liable for both the 2016 and 2017 assessments. The payments are due each September 30 th d) PACE has provided the Company a letter of credit in favor of the Ministry of the Environment, Conservation and Parks (the "MOECP"), (formerly the Ministry of the Environment and Climate Change) in the amount of $209,035 ($276,831 CAD) and, as 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 MOECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MOECPs environmental objectives. The MOECP 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 MOECP. 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 September 30, 2019, the MOECC has not drawn on the letter of credit. The Company renewed the letter of credit to December 31, 2019. Refer also to going concern, note 2 and subsequent events, note 21(f). |
Economic Dependence
Economic Dependence | 9 Months Ended |
Sep. 30, 2019 | |
Economic Dependence [Text Block] | 20. Economic Dependence The Company generated 63% and 71% of its revenue from three customers during the three and nine-month periods ended September 30, 2019, respectively (2018-73% and 67% from three customers, respectively). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Text Block] | 21. 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 October 2, 3, 30 and November 11 of 2019, the January 2019 Investors and the March 2019 Investors converted a portion of their unsecured convertible promissory notes, including a portion of the accrued interest, in total $95,397, for 3,456,685 common shares at per share conversion prices ranging from $0.02015 to $0.0371. (b) On October 18, 2019, the Company entered into a securities purchase agreement (the "October 2019 SPA") with one investor (the "October 2019 Investor") pursuant to which the Company issued to the October 2019 Investor one 12% unsecured convertible promissory note (the "October 2019 Investor Note") in the principal amount of $156,000, due October 18, 2020. On this date the Company received proceeds of $129,600, net of transaction related expenses of $26,400. (c) On October 18 and October 28, 2019, BDO’s legal representative delivered to two of our customers, further garnishments totaling $31,717 ($42,004 CAD) , to collect additional fees, expenses and court costs. Management is in discussions with its legal counsel to request cease garnishment orders be issued to prevent the collection on amounts over and above the garnishment orders. These garnishment demands were satisfied on November 1, 2019. (d) In connection with the Company’s business acquisition of 1684567, which closed on May 28, 2019, as disclosed in business acquisition, note 6, the Company intends to exercise the option to purchase certain additional lands described in the share purchase agreement with the previous owners of 1684567. The option to purchase the additional lands from the previous owners of 1684567, is in the amount of $158,571 ($210,000 CAD). This option closes on November 28, 2019. (e) On October 31, 2019, the Company received a proposal to acquire certain equipment to be used in its organic composting operation. The cost of the equipment is $547,842 with a 50% deposit ($273,921), on acceptance. (f) On November 1, 2019, the Company responded to PACE's demands for repayment of all Debt by offering to repay two credit facilities totaling $460,413 ($609,738 CAD) on or before December 31, 2019, in return for a forbearance to December 31, 2020 and repayment of the remaining credit facility and corporate term loan no later than December 31, 2020 or upon the completion of the refinancing with the Canadian chartered bank. On November 12, 2019, PACE responded to the Company accepting the payment of the two noted credit facilities, but, in addition, required that all the Debt be made current, that the Company provide written reports to PACE on its refinancing with the Canadian chartered bank on a monthly basis commencing December 15, 2019, that all remaining Debt be repaid by June 30, 2020 and that PACE be permitted to appoint a financial advisor to inspect the assets and operations of the Company. In addition, the Company’s letter of credit with PACE is expected to be renewed to June 30, 2020. All terms are subject to credit approval. (g) On November 6, 2019, by resolution of the Board, the contracts for the President and the CFO were each renewed for a one-year period, commencing January 1, 2020. For the President, as the same monthly amount and on the same terms and conditions as his previous contract. And, for the CFO, at a monthly amount of $6,041 ($8,000 CAD), an increase of $1,510 ($2,000 CAD) over his previous contact and on the same terms and conditions as his previous contract. In addition, on November 6, 2019, by resolution of the Board, the President was appointed CEO. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Recently Adopted Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements: On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases which is also known as Accounting Standard Codification ("ASC") Topic 842, that requires lessees to recognize for all operating leases a right-of-use asset and a lease obligation in the interim condensed consolidated balance sheets. Expenses are recognized in the interim condensed consolidated statements of operations and comprehensive loss in a manner similar to previous accounting guidance. Lessor accounting under the new standard is substantially unchanged and is not relevant to the Company. The Company adopted the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented, with certain practical expedients available to ease the burden of adoption. The Company elected the following practical expedients upon adoption: not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, not to reassess initial direct costs for any existing leases, not to separately identify lease and non-lease components (i.e. maintenance costs) except for fleet vehicles and real estate, and not to evaluate historical land easements under the new guidance. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to long-term leases (leases greater than 1 year) for which it only has one. Adoption of the new standard resulted in $217,755 ($297,074 CAD) of additional right-of-use lease asset and lease liability as of January 1, 2019. The new standard did not have a significant impact on the interim condensed consolidated statements of operations and comprehensive loss. See note 9, operating lease right-of-use asset and operating lease liability, for additional information. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions [Table Text Block] | May 24, 2019 Purchase consideration Cash ($1,974,218 CAD) $ 1,468,225 Assets acquired Accounts receivable ($ 7,573 CAD) 5,632 Land ($1,850,892 CAD) 1,376,508 Automotive equipment and machinery ($16,525 CAD) 12,290 Customer list ($10,205 CAD) 7,589 Environmental compliance approval ($100,000 CAD) 74,370 Liabilities assumed Accounts payable ($10,977 CAD) 8,164 Net assets acquired ($1,974,218 CAD) $ 1,468,225 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2019 December 31, 2018 Technology license (net of accumulated amortization of $881 (2018- $731)) $ 1,120 $ 1,270 Customer list-limited life-$9,298 CAD (net of accumulated amortization of $907) 7,021 — Trademarks-indefinite life-$14,817 CAD 11,188 — Environmental compliance approvals-indefinite life- $282,700 CAD 213,467 133,919 $ 232,796 $ 135,189 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Long-lived Assets [Table Text Block] | September 30, 2019 December 31, 2018 Cost Accumulated Net book value Net book value depreciation Land $ 1,397,609 $ — $ 1,397,609 $ — Composting buildings 2,220,563 272,402 1,948,161 1,988,144 Gore cover system 1,071,346 191,043 880,303 748,112 Driveway and paving 349,989 57,165 292,824 304,639 Machinery and equipment 62,806 36,252 26,554 27,661 Equipment under capital lease 408,774 213,759 195,015 280,323 Office trailer 9,061 4,195 4,866 3,817 Vacuum trailer 5,663 425 5,238 — Computer equipment 6,673 4,483 2,190 3,186 Computer software 6,947 6,947 — 2,389 Automotive equipment 10,216 1,739 8,477 953 Signage 2,564 812 1,752 1,886 $ 5,552,211 $ 789,222 $ 4,762,989 $ 3,361,110 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Long-term Debt Instruments [Table Text Block] | Credit Credit Credit Corporate September 30, 2019 December 31, 2018 Facility Facility Facility Term Total Total Loan Long-Term Debt $ 757,406 $ 423,573 $ 36,840 $ 2,567,391 $ 3,785,210 $ 3,727,778 Current portion (757,406 ) (423,573 ) (36,840 ) (2,567,391 ) (3,785,210 ) (3,727,778 ) Long-term portion $ — $ — $ — $ — $ — $ — |
Obligations under Capital Lea_2
Obligations under Capital Lease (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Obligations under Capital Lease [Table Text Block] | September 30, 2019 December 31, 2018 (a) (b) Total Total Obligations under Capital Lease $ 118,591 $ 116,631 $ 235,222 $ 288,708 Less: current portion (118,591 ) (116,631 ) (235,222 ) (81,109 ) Long—term portion $ — $ — $ — $ 207,599 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | In the three-month period ending December 31, 2019 $ 24,824 In the year ending December 31, 2020 99,295 In the year ending December 31, 2021 107,661 In the year ending December 31, 2022 22,500 254,280 Less: imputed interest (19,058 ) Total $ 235,222 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of convertible promissory notes [Table Text Block] | September 30, 2019 December 31, 2018 (a) Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $11,507 (2018- $nil)) $ 261,723 $ — (b) Convertible promissory notes-March 7 and March 8, 2019 (net of 743,835 — (c) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $29,455 (2018-$nil)) 220,545 — (d) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ 25,420 144,580 — $ 1,370,683 $ — |
Mortgage Payable (Tables)
Mortgage Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Payable [Table Text Block] | September 30, 2019 December 31, 2018 Mortgage payable, net of unamortized finance fees of $52,773 ($69,888 CAD) $ 1,306,407 $ — |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Related Party Transactions [Table Text Block] | September 30, 2019 December 31, 2018 Travellers International Inc. $ — $ 146,600 Directors — 54,975 $ — $ 201,575 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
The President and the CEO [Member] | |
Schedule of Commitments [Table Text Block] | For the three-month period ending December 31, 2019 $ 33,980 |
Haute Inc [Member] | |
Schedule of Commitments [Table Text Block] | For the three-month period ending December 31, 2019 $ 13,592 |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) | Sep. 11, 2019CAD ($) | Sep. 11, 2019USD ($) | Nov. 01, 2019CAD ($) | Nov. 01, 2019USD ($) | Sep. 15, 2019 | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 11, 2019USD ($) | Dec. 31, 2018USD ($) |
Working capital deficit | $ 7,865,585 | $ 7,865,585 | $ 4,830,948 | ||||||||||||
Net loss | 428,405 | $ 702,951 | $ 1,080,544 | $ 831,273 | $ 1,826,935 | $ 483,617 | 2,211,900 | $ 3,141,825 | |||||||
Accumulated deficit | $ 10,766,212 | $ 10,766,212 | $ 8,554,312 | ||||||||||||
Pace Savings & Credit Union Limited (''PACE'') [Member] | Credit facilities and corporate term loan debt [Member] | |||||||||||||||
Increase in interest rate | 0.50% | ||||||||||||||
Default and administrative fees | $ 2,620 | $ 1,978 | |||||||||||||
Letter of credit fee | 2,500 | $ 1,888 | |||||||||||||
Cash collateral for letter of credit | $ 276,831 | $ 209,035 | |||||||||||||
Subsequent Event [Member] | Pace Savings & Credit Union Limited (''PACE'') [Member] | Credit facilities and corporate term loan debt [Member] | |||||||||||||||
Offering to repay two credit facilities | $ 609,738 | $ 460,413 |
Significant Accounting Polici_2
Significant Accounting Policies (Narrative) (Details) - Jan. 01, 2019 | CAD ($) | USD ($) |
Operating Lease Right-Of-Use Asset | $ 297,074 | $ 217,755 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019CAD ($)Customer | Sep. 30, 2018 | Dec. 31, 2018CAD ($)Customer | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Long-term Debt | $ 5,012,859 | $ 5,085,645 | $ 3,785,210 | $ 3,727,778 | |
Allowance for doubtful accounts | |||||
Concentration Risk, Customer | As at September 30, 2019, the Company is exposed to concentration risk as it had three customers (December 31, 2018-five customers) representing greater than 5% of total trade receivables and these three customers (December 31, 2018-five customers) represented 73% (2018-90%) 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 71% (37%, 21%, and 13%) (September 30, 2018-67%; 31%, 26% and 10%) of total revenue. | ||||
Net monetary liabilities denominated in USD | $ 169,249 | $ 68,393 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk, Percentage | 71.00% | 67.00% | |||
Concentration Risk, Benchmark Description | 10% or more of the Company's total revenue | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 37.00% | 31.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||||
Concentration Risk, Percentage | 21.00% | 26.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | |||||
Concentration Risk, Percentage | 13.00% | 10.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Number Of Customer | Customer | 3 | 5 | |||
Concentration Risk, Percentage | 73.00% | 90.00% | |||
Concentration Risk, Benchmark Description | greater than 5% of total trade receivables |
Business Acquisition (Narrative
Business Acquisition (Narrative) (Details) - 1 months ended May 24, 2019 | CAD ($) | USD ($) | USD ($) |
Business Acquisition [Line Items] | |||
Purchase consideration of cash from working capital | $ 282,308 | $ 209,952 | |
Financing fees on mortgage | 108,090 | 80,387 | |
Total purchase price as original offer | 1,767,250 | $ 1,314,304 | |
Acquisition costs | 206,968 | $ 153,922 | |
Third Party [Member] | |||
Business Acquisition [Line Items] | |||
Purchase consideration of cash from working capital | $ 1,691,910 | $ 1,258,273 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | Mar. 14, 2019CAD ($) | Mar. 14, 2019USD ($) | May 06, 2015USD ($)shares | Sep. 30, 2019USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) |
Intellectual property renewable period | 5 years | |||||
Payments to Acquire Intangible Assets | $ 1 | $ 11,149 | ||||
Stock issued during period, shares, introducing party | shares | 20,000 | |||||
Stock issued during party, value, introducing party | $ 2,000 | |||||
Fees to register various trademarks | $ 14,817 | $ 11,188 | ||||
Customer list | $ 9,298 | $ 7,021 | ||||
Environmental compliance approval | 100,000 | 75,510 | ||||
Accumulated Amortization | $ 907 | $ 685 |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use Asset and Operating Lease Liability (Narrative) (Details) | 9 Months Ended | |||
Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Jan. 01, 2019CAD ($) | Jan. 01, 2019USD ($) | |
Lessee Disclosure [Abstract] | ||||
Operating Lease Right-Of-Use Asset | $ 297,074 | $ 217,755 | ||
Amortization of operating right-of-use asset | $ 8,117 | $ 6,107 | ||
Operating lease liability interest | $ 3,239 | $ 2,437 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Apr. 02, 2019shares | Jan. 08, 2019USD ($)shares | May 17, 2018USD ($)shares | Feb. 25, 2018shares | Jan. 31, 2017USD ($)shares | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) |
Accounts Payable, Related Parties | $ 95,434 | $ 95,434 | $ 72,062 | $ 66,426 | $ 48,691 | |||||||||||
Accrued liabilities, Related Parties | 321,000 | 321,000 | 242,387 | 251,997 | 184,714 | |||||||||||
Interest Expense, Related Party | 469 | $ 353 | $ 7,758 | $ 6,072 | 11,087 | $ 8,342 | $ 16,446 | $ 12,777 | ||||||||
Interest Payable, Related Parties | $ 24,395 | 17,882 | ||||||||||||||
Rent Expense | 33,024 | 54,925 | 92,085 | 123,842 | ||||||||||||
Directors' compensation | (14,648) | 766 | (1,948) | 2,331 | ||||||||||||
Travellers International Inc. [Member] | ||||||||||||||||
Management fees expense | 45,000 | 34,083 | 45,000 | 34,425 | 135,000 | 101,574 | 135,000 | 104,881 | ||||||||
Interest Expense, Related Party | 180 | 150 | 6,049 | 4,664 | 6,155 | 4,631 | 12,205 | 9,482 | ||||||||
Landfill Gas Canada Ltd. [Member] | ||||||||||||||||
Management fees expense | 45,000 | 34,083 | 45,000 | 34,425 | 135,000 | 101,574 | 135,000 | 104,881 | ||||||||
Chief Financial Officer [Member] | ||||||||||||||||
Management fees expense | 18,000 | 13,634 | 18,000 | 13,769 | 54,000 | 40,630 | 48,000 | 37,291 | ||||||||
Vice President of Corporate Development [Member] | ||||||||||||||||
Management fees expense | 12,000 | 9,324 | ||||||||||||||
Director [Member] | ||||||||||||||||
Accounts Payable, Related Parties | 3,390 | 3,390 | 2,560 | |||||||||||||
Accrued liabilities, Related Parties | $ 7,133 | $ 52,000 | ||||||||||||||
Interest Expense, Related Party | 469 | 364 | 2,268 | 1,751 | 4,932 | 3,711 | 4,241 | 3,295 | ||||||||
Haute Inc [Member] | ||||||||||||||||
Rent Expense | $ 30,934 | 23,382 | $ 27,426 | 21,066 | $ 74,001 | $ 55,678 | $ 68,947 | 53,565 | ||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Restricted stock units to be issued under consulting agreement, shares | shares | 3,000,000 | |||||||||||||||
Restricted stock units to be issued under consulting agreement, value | $ 990,000 | |||||||||||||||
Stock issued during period, shares, conversion of units | shares | 1,000,000 | 1,000,000 | ||||||||||||||
President [Member] | ||||||||||||||||
Restricted stock units to be issued under consulting agreement, shares | shares | 3,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Restricted stock units to be issued under consulting agreement, value | $ 3,000,000 | |||||||||||||||
Management compensation expense | 332,500 | 1,997,500 | ||||||||||||||
Restricted stock unit into common stock | shares | 1,000,000 | 1,000,000 | ||||||||||||||
Stock issued during period, shares, conversion of units | shares | 1,000,000 | 1,000,000 | ||||||||||||||
Stock issued during period, value, conversion of units | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Payments for private placement | $ 3,000,000 | |||||||||||||||
Award [Member] | ||||||||||||||||
Management compensation expense | $ 85,000 | $ 332,500 | 750,000 | 1,997,500 | ||||||||||||
Total value of the awards [Member] | ||||||||||||||||
Management compensation expense | $ 3,990,000 | |||||||||||||||
Payments for private placement | $ 1,000,000 |
Advance (Narrative) (Details)
Advance (Narrative) (Details) - Loan Payable [Member] - Private Lender [Member] | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 29, 2019CAD ($) | Jul. 29, 2019USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Jul. 29, 2019USD ($) | |
Debt Instrument [Line Items] | |||||||
Advance amount | $ 40,000 | $ 30,204 | |||||
Advance payable | 488 | $ 368 | |||||
Transaction related expenses | $ 5,600 | $ 4,213 | |||||
Payment of interest charges | $ 9,002 | $ 6,773 | $ 9,002 | $ 6,773 | |||
Total interest on advance | $ 15,600 | $ 11,737 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 15, 2019 | Sep. 30, 2019CAD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | Sep. 11, 2019CAD ($) | Sep. 11, 2019USD ($) | Sep. 13, 2017CAD ($) | Sep. 13, 2017USD ($) | Aug. 04, 2017CAD ($) | Aug. 04, 2017USD ($) | Jun. 15, 2017CAD ($) | Jun. 15, 2017USD ($) | Feb. 02, 2017CAD ($) | Feb. 02, 2017USD ($) | |
Interest capitalized | $ | $ (53,873) | |||||||||||||||||||
Interest Expense, Debt | $ 104,202 | $ 78,919 | $ 107,984 | $ 82,720 | $ 311,592 | $ 234,441 | $ 310,403 | $ 241,153 | ||||||||||||
Pace Savings & Credit Union Limited (''PACE'') [Member] | Credit facilities and corporate term loan debt [Member] | ||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | PACE base rate of 7.00% plus 1.75% per annum | |||||||||||||||||||
Cash collateral for letter of credit | $ 276,831 | $ 209,035 | ||||||||||||||||||
Increase in interest rate | 0.50% | |||||||||||||||||||
Credit facility (a) [Member] | ||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum | The credit facility bears interest at the PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 8,764 | $ 6,697 | ||||||||||||||||||
Credit facility (a) [Member] | President [Member] | ||||||||||||||||||||
Cash Collateral for Borrowed Securities | $ 1,600,000 | $ 1,197,280 | ||||||||||||||||||
Credit facility (a) [Member] | Landfill Gas Canada Ltd. [Member] | ||||||||||||||||||||
Shares pledged as security | 3,300,000 | 3,300,000 | 3,300,000 | 3,300,000 | ||||||||||||||||
Credit facility (a) [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||
Shares pledged as security | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||
Credit facility (a) [Member] | Director [Member] | ||||||||||||||||||||
Shares pledged as security | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||
Credit facility (b) [Member] | ||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | bears interest at the PACE base of 7.00% plus 1.25% per annum | bears interest at the PACE base of 7.00% plus 1.25% per annum | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||
Debt face amount | $ 600,000 | $ 448,980 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,901 | $ 3,745 | ||||||||||||||||||
Credit facility (c) [Member] | ||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | bears interest at the PACE base of 7.00% plus 1.25% per annum | bears interest at the PACE base of 7.00% plus 1.25% per annum | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||
Debt face amount | $ 50,000 | $ 37,415 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 427 | $ 326 | ||||||||||||||||||
Corporate Term Loan [Member] | ||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | bears interest at PACE base rate of 7.00% plus 1.25% per annum | bears interest at PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.25% | 8.25% | ||||||||||||||||||
Debt face amount | $ 3,724,147 | $ 2,786,779 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 29,711 | $ 22,702 | ||||||||||||||||||
Cash collateral for letter of credit | $ 4,000,978 | $ 2,993,932 |
Obligations under Capital Lea_3
Obligations under Capital Lease (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | |
Finance Lease, Interest Expense | $ 4,856 | $ 3,682 | $ 5,615 | $ 4,290 | $ 16,264 | $ 12,237 | $ 18,056 | $ 14,028 |
Capital Lease (a) [Member] | ||||||||
Capital Lease Obligations Incurred | 286,650 | 219,029 | ||||||
Debt Instrument, Periodic Payment | $ 5,840 | $ 4,462 | ||||||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $21,853 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. | an option to purchase the equipment for a final payment of $21,853 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. | ||||||
Debt instrument, interest rate, stated percentage | 5.982% | 5.982% | 5.982% | 5.982% | ||||
Capital Lease (b) [Member] | ||||||||
Capital Lease Obligations Incurred | $ 247,450 | $ 189,077 | ||||||
Debt Instrument, Periodic Payment | $ 5,118 | $ 3,911 | ||||||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $ 18,858 ($24,680 CAD) plus applicable harmonized sales taxes on February 27, 2022. | an option to purchase the equipment for a final payment of $ 18,858 ($24,680 CAD) plus applicable harmonized sales taxes on February 27, 2022. | ||||||
Debt instrument, interest rate, stated percentage | 6.15% | 6.15% | 6.15% | 6.15% | ||||
Capital Lease (b) [Member] | First two monthly instalments [Member] | ||||||||
Finance Lease, Interest Expense | $ 10,000 | $ 7,641 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | Mar. 11, 2019USD ($) | Mar. 08, 2019USD ($)DaySecurity | Jul. 19, 2019USD ($)Dayshares | May 23, 2019USD ($)Dayshares | Apr. 24, 2019USD ($) | Jan. 28, 2019USD ($)Day | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 07, 2019USD ($) |
Debt Instrument, Convertible, Terms of Conversion Feature | (i) if any of the convertible promissory notes are prepaid within sixty (60) days following their applicable effective date, then the prepayment premium shall be 125% of the face amount plus any accrued interest; (ii) if any of the convertible promissory notes are prepaid during the period beginning on the date which is sixty-one (61) days following their applicable effective date, and ending on the date which is ninety (90) days following their applicable effective date, then the prepayment premium shall be 135% of the face amount plus any accrued interest; (iii) if any of the convertible promissory notes are prepaid during the period beginning on the date which is ninety-one (91) days following their applicable effective date, and ending on the date which is one hundred eighty (180) days following their applicable effective date, then the prepayment premium shall be 145% of the face amount plus any accrued interest. Such prepayment redemptions must be closed and funded within three days of giving notice of prepayment or the right to prepay shall be forfeited. | ||||||||||
Interest Expense On Convertible Promissory Notes | $ 21,490 | $ 88,721 | |||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Aggregate principal amount | $ 337,500 | ||||||||||
Net proceeds from unsecured convertible promissory note | $ 302,500 | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 20 | ||||||||||
Threshold Limit Of Authorized And Unissued Common Shares Reserved | eight (8) times | ||||||||||
Converted amount | 64,270 | 64,270 | |||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | Installment Received One [Member] | |||||||||||
Net proceeds from unsecured convertible promissory note | $ 102,500 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | Installment Received Two [Member] | |||||||||||
Net proceeds from unsecured convertible promissory note | 100,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | Installment Received Three [Member] | |||||||||||
Net proceeds from unsecured convertible promissory note | $ 100,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated March 7 And March 8, 2019 [Member] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 20 | ||||||||||
Threshold Limit Of Authorized And Unissued Common Shares Reserved | eight (8) times | ||||||||||
Converted amount | $ 20,000 | $ 20,000 | |||||||||
Number Of Securities | Security | 2 | ||||||||||
Debt Instrument, Face Amount | $ 1,100,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory First Notes [Member] | |||||||||||
Gross proceeds from notes | $ 456,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory First Notes [Member] | Investor One [Member] | |||||||||||
Debt Instrument, Face Amount | $ 275,000 | ||||||||||
Amount of original issue discount | 25,000 | ||||||||||
Face amount after original issue discount | $ 250,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory First Notes [Member] | Investor Two [Member] | |||||||||||
Debt Instrument, Face Amount | 275,000 | ||||||||||
Amount of original issue discount | 25,000 | ||||||||||
Face amount after original issue discount | 250,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Back End Notes [Member] | |||||||||||
Gross proceeds from notes | $ 250,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Back End Notes [Member] | Investor Two [Member] | |||||||||||
Debt Instrument, Face Amount | $ 275,000 | ||||||||||
Proceeds received, net of financing costs | 228,000 | ||||||||||
Discount and financing costs | $ 25,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated May 23, 2019 [Member] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Aggregate principal amount | $ 250,000 | ||||||||||
Net proceeds from unsecured convertible promissory note | $ 204,250 | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 20 | ||||||||||
Gross proceeds from notes | $ 45,750 | ||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 10,937,000 | ||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated July 19, 2019 [Member] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Aggregate principal amount | $ 170,000 | ||||||||||
Net proceeds from unsecured convertible promissory note | $ 138,225 | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 20 | ||||||||||
Gross proceeds from notes | $ 31,775 | ||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 5,604,000 |
Mortgage Payable (Narrative) (D
Mortgage Payable (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | |
Financing fees on mortgage | $ 108,090 | $ 80,387 | ||||||||
Interest Expense on mortgage payable | $ 45,343 | $ 34,162 | $ 63,590 | $ 47,845 | ||||||
Mortgage Payable [Member] | ||||||||||
Debt face amount | $ 1,800,000 | $ 1,359,180 | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||||
Financing fees on mortgage | $ 108,090 | $ 81,619 |
Loans Payable to Related Party
Loans Payable to Related Party (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | |
Loans payable to related parties | $ 0 | $ 201,575 | |||||||||
Interest Expense, Related Party | $ 469 | $ 353 | $ 7,758 | $ 6,072 | $ 11,087 | $ 8,342 | $ 16,446 | $ 12,777 | |||
Travellers International Inc. [Member] | |||||||||||
Loans payable to related parties | 0 | $ 200,000 | 146,600 | ||||||||
Related Party Transaction, Rate | 12.00% | 12.00% | |||||||||
Related Party Transaction, Interest Accrued | 17,885 | 13,110 | |||||||||
Interest Expense, Related Party | 180 | 150 | 6,049 | 4,664 | 6,155 | $ 4,631 | 12,205 | 9,482 | |||
Director [Member] | |||||||||||
Loans payable to related parties | 0 | 75,000 | 54,975 | ||||||||
Related Party Transaction, Rate | 12.00% | 12.00% | |||||||||
Related Party Transaction, Interest Accrued | $ 6,510 | $ 4,772 | |||||||||
Interest Expense, Related Party | $ 469 | $ 364 | $ 2,268 | $ 1,751 | $ 4,932 | $ 3,711 | $ 4,241 | $ 3,295 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - USD ($) | Apr. 02, 2019 | Jan. 08, 2019 | May 17, 2018 | Feb. 25, 2018 | Jan. 31, 2017 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock, Shares, Issued | 44,376,716 | 44,376,716 | 40,299,531 | ||||||||||
Common Stock, Shares, Outstanding | 44,376,716 | 44,376,716 | 40,299,531 | ||||||||||
Proceeds from Issuance of Private Placement | $ 436,540 | $ 650,240 | |||||||||||
Payments of Stock Issuance Costs | 46,260 | ||||||||||||
Stock issued during period, issued for services | $ 53,000 | ||||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ 93,797 | ||||||||||||
January and March Investor [Member] | |||||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ 93,797 | ||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 1,892,185 | ||||||||||||
January and March Investor [Member] | Minimum [Member] | |||||||||||||
Share Price | $ 0.0371 | $ 0.0371 | |||||||||||
January and March Investor [Member] | Maximum [Member] | |||||||||||||
Share Price | $ 0.091 | $ 0.091 | |||||||||||
Common Shares [Member] | |||||||||||||
Proceeds from Issuance of Private Placement | 178,200 | ||||||||||||
Payments of Stock Issuance Costs | $ 11,800 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 137,000 | 280,000 | 50,000 | 696,500 | |||||||||
Shares issued for proceeds previously received (Shares) | 5,000 | 190,000 | 5,000 | 190,000 | |||||||||
Proceeds from issuance of common shares, net | $ 4,600 | ||||||||||||
Share issue costs | $ 400 | ||||||||||||
Stock issued during period, issued for services (in shares) | 100,000 | 100,000 | |||||||||||
Stock issued during period, issued for services | $ 10 | $ 53,000 | |||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ 189 | ||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 1,892,185 | ||||||||||||
Director [Member] | |||||||||||||
Stock issued during period, issued for services (in shares) | 80,000 | 20,000 | |||||||||||
Stock issued during period, issued for services | $ 39,200 | $ 20,000 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
Restricted stock units to be issued under consulting agreement, shares | 3,000,000 | ||||||||||||
Restricted stock units to be issued under consulting agreement, value | $ 990,000 | ||||||||||||
Stock issued during period, shares, conversion of units | 1,000,000 | 1,000,000 | |||||||||||
President [Member] | |||||||||||||
Restricted stock units to be issued under consulting agreement, shares | 3,000,000 | 2,000,000 | |||||||||||
Restricted stock units to be issued under consulting agreement, value | $ 3,000,000 | ||||||||||||
Stock issued during period, shares, conversion of units | 1,000,000 | 1,000,000 | |||||||||||
Stock issued during period, value, conversion of units | $ 1,000,000 | $ 1,000,000 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | Apr. 02, 2019shares | Jan. 08, 2019shares | May 17, 2018shares | Feb. 25, 2018shares | Jan. 31, 2017shares | Sep. 30, 2019CAD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018USD ($) |
Recorded amount of accrual for balance owing | $ 10,000 | $ 7,551 | ||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Restricted stock units to be issued under consulting agreement, shares | 3,000,000 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 1,000,000 | 1,000,000 | ||||||||||||||
President [Member] | ||||||||||||||||
Restricted stock units to be issued under consulting agreement, shares | 3,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 1,000,000 | 1,000,000 | ||||||||||||||
The President and the CEO [Member] | ||||||||||||||||
Commitments, monthly amount | $ 15,000 | $ 11,327 | $ 15,000 | $ 11,327 | $ 5,000 | $ 3,776 | ||||||||||
Haute Inc [Member] | ||||||||||||||||
Commitments, monthly amount | $ 6,000 | $ 4,531 | $ 5,000 | $ 3,776 | $ 4,000 | $ 3,020 | ||||||||||
Land Lease [Member] | ||||||||||||||||
Commitments, monthly amount | $ 3,000 | $ 2,265 | ||||||||||||||
Commitments, annual amount | 10,000 | 7,551 | ||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||
Commitments, monthly amount | 6,000 | $ 4,531 | ||||||||||||||
Letter of Credit [Member] | ||||||||||||||||
Commitments, amount for marketing program | $ 276,831 | $ 209,035 |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Three Customers [Member] | Revenue [Member] | ||||
Concentration Risk, Percentage | 63.00% | 73.00% | 71.00% | 67.00% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Nov. 11, 2019USD ($)$ / sharesshares | Nov. 06, 2019CAD ($) | Nov. 06, 2019USD ($) | Oct. 31, 2019USD ($) | Oct. 28, 2019CAD ($) | Oct. 28, 2019USD ($) | Oct. 18, 2019USD ($) | Nov. 28, 2019CAD ($) | Nov. 28, 2019USD ($) | Nov. 01, 2019CAD ($)Credit_facilities | Nov. 01, 2019USD ($)Credit_facilities |
President and CFO | |||||||||||
Amount of monthly salary | $ 8,000 | $ 6,041 | |||||||||
Amount of increase in monthly salary | $ 2,000 | $ 1,510 | |||||||||
Subsequent event [Member] | |||||||||||
Amount of additional fees expenses and court cost | $ 42,004 | $ 31,717 | |||||||||
Option to purchase additional lands | $ 210,000 | $ 158,571 | |||||||||
Cost of equipment | $ 547,842 | ||||||||||
Percentage of cost of equipment deposit | 50.00% | ||||||||||
Acceptance amount of cost of the equipment on deposit | $ 273,921 | ||||||||||
Subsequent event [Member] | Line of Credit [Member] | |||||||||||
Number of line of credit facilities | Credit_facilities | 2 | 2 | |||||||||
Offering of line of credit facility | $ 609,738 | $ 460,413 | |||||||||
Subsequent event [Member] | Unsecured Convertible Promissory Note [Member] | Investor One [Member] | |||||||||||
Amount of unsecured convertible promissory notes converted | $ 95,397 | ||||||||||
Shares issued upon conversion of unsecured convertible promissory notes | shares | 3,456,685 | ||||||||||
Subsequent event [Member] | Unsecured Convertible Promissory Note [Member] | Investor One [Member] | Minimum [Member] | |||||||||||
Conversion prices | $ / shares | $ 0.02015 | ||||||||||
Subsequent event [Member] | Unsecured Convertible Promissory Note [Member] | Investor One [Member] | Maximum [Member] | |||||||||||
Conversion prices | $ / shares | $ 0.0371 | ||||||||||
Subsequent event [Member] | Unsecured Convertible Promissory Note [Member] | Securities purchase agreement (the "July 2019 SPA") | Investor One [Member] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Debt face amount | $ 156,000 | ||||||||||
Proceeds received, net of financing costs | 129,600 | ||||||||||
Transaction related expenses | $ 26,400 |
Schedule of Business Acquisitio
Schedule of Business Acquisitions (Details) - 1 months ended May 24, 2019 | CAD ($) | USD ($) | USD ($) |
Purchase consideration | |||
Cash | $ 1,974,218 | $ 1,468,225 | |
Assets acquired | |||
Accounts receivable | 7,573 | $ 5,632 | |
Land | 1,850,892 | 1,376,508 | |
Automotive equipment and machinery | 16,525 | 12,290 | |
Customer list | 10,205 | 7,589 | |
Environmental compliance approval | 100,000 | 74,370 | |
Liabilities assumed | |||
Accounts payable | 10,977 | 8,164 | |
Net assets acquired | $ 1,974,218 | $ 1,468,225 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | Dec. 31, 2018USD ($) |
Accumulated Amortization | $ 907 | $ 685 | |||
Intangible Assets | $ 232,796 | $ 135,189 | |||
Technology License [Member] | |||||
Accumulated Amortization | 881 | 731 | |||
Intangible Assets | 1,120 | 1,270 | |||
Customer Lists [Member] | |||||
Accumulated Amortization | $ 907 | ||||
Intangible Assets | 9,298 | 7,021 | |||
Trademarks [Member] | |||||
Intangible Assets | 14,817 | 11,188 | |||
Environmental compliance approvals [Member] | |||||
Intangible Assets | $ 282,700 | $ 213,467 | $ 133,919 |
Schedule of Long-lived Assets (
Schedule of Long-lived Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Cost | $ 5,552,211 | |
Accumulated Depreciation | 789,222 | |
Net book value | 4,762,989 | $ 3,361,110 |
Land [Member] | ||
Cost | 1,397,609 | 0 |
Accumulated Depreciation | 0 | |
Net book value | 1,397,609 | |
Composting buildings [Member] | ||
Cost | 2,220,563 | |
Accumulated Depreciation | 272,402 | |
Net book value | 1,948,161 | 1,988,144 |
Gore cover system [Member] | ||
Cost | 1,071,346 | |
Accumulated Depreciation | 191,043 | |
Net book value | 880,303 | 748,112 |
Driveway and paving [Member] | ||
Cost | 349,989 | |
Accumulated Depreciation | 57,165 | |
Net book value | 292,824 | 304,639 |
Machinery and equipment [Member] | ||
Cost | 62,806 | |
Accumulated Depreciation | 36,252 | |
Net book value | 26,554 | 27,661 |
Equipment under capital lease [Member] | ||
Cost | 408,774 | |
Accumulated Depreciation | 213,759 | |
Net book value | 195,015 | 280,323 |
Officer trailer [Member] | ||
Cost | 9,061 | |
Accumulated Depreciation | 4,195 | |
Net book value | 4,866 | 3,817 |
Vacuum trailer [Member] | ||
Cost | 5,663 | 0 |
Accumulated Depreciation | 425 | |
Net book value | 5,238 | |
Computer equipment [Member] | ||
Cost | 6,673 | |
Accumulated Depreciation | 4,483 | |
Net book value | 2,190 | 3,186 |
Computer software [Member] | ||
Cost | 6,947 | |
Accumulated Depreciation | 6,947 | |
Net book value | 0 | 2,389 |
Automotive equipment [Member] | ||
Cost | 10,216 | |
Accumulated Depreciation | 1,739 | |
Net book value | 8,477 | 953 |
Signage [Member] | ||
Cost | 2,564 | |
Accumulated Depreciation | 812 | |
Net book value | $ 1,752 | $ 1,886 |
Schedule of Long-term Debt Inst
Schedule of Long-term Debt Instruments (Details) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) |
Long-term Debt | $ 5,012,859 | $ 3,785,210 | $ 5,085,645 | $ 3,727,778 |
Current portion | (3,785,210) | (3,727,778) | ||
Long-term Debt | 0 | $ 0 | ||
Credit facility (a) [Member] | ||||
Long-term Debt | 757,406 | |||
Current portion | (757,406) | |||
Long-term Debt | 0 | |||
Credit facility (b) [Member] | ||||
Long-term Debt | 423,573 | |||
Current portion | (423,573) | |||
Long-term Debt | 0 | |||
Credit facility (c) [Member] | ||||
Long-term Debt | 36,840 | |||
Current portion | (36,840) | |||
Long-term Debt | 0 | |||
Corporate Term Loan [Member] | ||||
Long-term Debt | 2,567,391 | |||
Current portion | (2,567,391) | |||
Long-term Debt | $ 0 |
Schedule of Obligations under C
Schedule of Obligations under Capital Lease (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Obligations under Capital Lease | $ 235,222 | $ 288,708 |
Less: current portion | (235,222) | (81,109) |
Obligations under Capital Lease-Long-term | 0 | $ 207,599 |
Capital Lease (a) [Member] | ||
Obligations under Capital Lease | 118,591 | |
Less: current portion | (118,591) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (b) [Member] | ||
Obligations under Capital Lease | 116,631 | |
Less: current portion | (116,631) | |
Obligations under Capital Lease-Long-term | $ 0 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Sep. 30, 2019USD ($) |
In the six-month period ending December 31, 2019 | $ 24,824 |
In the year ending December 31, 2020 | 99,295 |
In the year ending December 31, 2021 | 107,661 |
In the year ending December 31, 2022 | 22,500 |
Minimum Payments Due | 254,280 |
Less: imputed interest | (19,058) |
Total | $ 235,222 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Notes (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible promissory notes | $ 1,370,683 | $ 0 |
Convertible Promissory Notes Dated January 28, 2019 [Member] | ||
Convertible promissory notes | 261,723 | 0 |
Unamortized Financing Costs | 11,507 | |
Convertible Promissory Notes Dated March 7 And March 8, 2019 [Member] | ||
Convertible promissory notes | 743,835 | 0 |
Unamortized Financing Costs | 61,165 | |
Convertible Promissory Notes Dated May 23, 2019 [Member] | ||
Convertible promissory notes | 220,545 | 0 |
Unamortized Financing Costs | 29,455 | |
Convertible Promissory Notes Dated July 19, 2019 [Member] | ||
Convertible promissory notes | 144,580 | $ 0 |
Unamortized Financing Costs | $ 25,420 |
Schedule of Mortgage Payable (D
Schedule of Mortgage Payable (Details) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |||
Mortgage payable, net of unamortized finance fees | $ 1,306,407 | $ 0 | |
Unamortized finance fees | $ 69,888 | $ 52,773 |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Details) | Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) |
Loans payable to related parties | $ 0 | $ 201,575 | ||
Travellers International Inc. [Member] | ||||
Loans payable to related parties | 0 | $ 200,000 | 146,600 | |
Director [Member] | ||||
Loans payable to related parties | $ 0 | $ 75,000 | $ 54,975 |
Schedule of Commitments (Detail
Schedule of Commitments (Details) | Dec. 31, 2019USD ($) |
The President and the CEO [Member] | |
For the three-month period ending December 31, 2019 | $ 33,980 |
Haute Inc [Member] | |
For the three-month period ending December 31, 2019 | $ 13,592 |