Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Document and Entity Information [Abstract] | ||
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 | 69,281,378 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 12,637 | $ 7,926 |
Restricted cash-funds held in trust | 0 | 467,798 |
Trade receivables | 115,454 | 121,276 |
Government remittances receivable | 39,118 | 38,578 |
Other receivables | 20,624 | |
Inventory | 5,389 | |
Prepaid expenses and deposits | 68,461 | 46,028 |
Total Current Assets | 235,670 | 707,619 |
Intangible Assets | 242,988 | 237,271 |
Long-lived Assets, net | 4,688,092 | 4,762,453 |
Long-Term Assets | 4,989,784 | 4,999,724 |
Total Assets | 5,166,750 | 5,707,343 |
Current Liabilities | ||
Accounts payable | 964,477 | 958,313 |
Government remittances payable | 116,201 | 35,187 |
Accrued liabilities | 531,473 | 487,592 |
Advance | 3,255 | |
Deferred revenue | 6,441 | 9,239 |
Current portion of long-term debt | 5,476,357 | 5,793,677 |
Current portion of obligations under capital lease | 420,063 | 218,069 |
Convertible promissory notes | 1,556,855 | 1,406,029 |
Loans payable to related party | 73,380 | |
Total Current Liabilities | 9,145,247 | 8,911,361 |
Long-term debt | 58,704 | 0 |
Total Long-term Liabilities | 58,704 | |
Total Liabilities | 9,203,951 | 8,911,361 |
Stockholders' Deficiency | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding | ||
Common stock, $.0001 par value, 150,000,000 authorized, 64,329,157 (2019- 51,784,504) shares issued and outstanding | 6,435 | 5,180 |
Additional paid-in capital | 8,544,263 | 7,450,091 |
Shares to be issued | 13,000 | |
Stock compensation reserve | 1,000,000 | |
Accumulated deficit | (12,534,941) | (11,449,497) |
Accumulated other comprehensive loss | (65,958) | (209,792) |
Stockholders' deficiency | (4,037,201) | (3,204,018) |
Total Liabilities and Stockholders' Deficiency | $ 5,166,750 | $ 5,707,343 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding | ||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 64,329,157 | 51,784,504 |
Common Stock, Shares, Outstanding | 64,329,157 | 51,784,504 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 382,639 | $ 381,834 | $ 732,836 | $ 634,972 |
Cost of Sales | ||||
Opening inventory | 4,071 | 26,409 | 5,389 | 18,550 |
Depreciation | 121,158 | 101,072 | 234,267 | 196,826 |
Less: closing inventory | (24,738) | (24,738) | ||
Total cost of sales | 316,815 | 304,618 | 610,577 | 569,080 |
Gross profit | 65,824 | 77,216 | 122,259 | 65,892 |
Operating expenses | ||||
Management compensation-stock- based compensation | 332,500 | 665,000 | ||
Management compensation-fees | 49,825 | 80,740 | 101,182 | 161,978 |
Marketing | (2,917) | (33,323) | 246,677 | |
Professional fees | 107,887 | 72,269 | 189,335 | 206,971 |
Interest expense and default amounts | 283,409 | 150,407 | 595,700 | 255,430 |
Office and administration | 77,000 | 67,834 | 132,685 | 126,016 |
Rent and occupancy | 28,763 | 34,820 | 57,060 | 59,061 |
Insurance | 23,921 | 13,951 | 42,100 | 28,010 |
Filing fees | 8,266 | 16,414 | 22,146 | 29,097 |
Amortization of financing costs | 30,471 | 53,768 | 123,009 | 65,765 |
Directors' compensation | 1,853 | 9,748 | 433 | 12,700 |
Repairs and maintenance | 2,453 | 2,493 | 8,911 | 4,754 |
Foreign exchange loss (income) | (84,635) | (21,454) | 65,460 | (12,072) |
Total operating expenses | 526,296 | 780,167 | 1,338,021 | 1,849,387 |
Net loss from operating activities | (460,472) | (702,951) | (1,215,762) | (1,783,495) |
Land option expired | (58,704) | (58,704) | ||
Net loss before deferred taxes recovery | (519,176) | (702,951) | (1,274,466) | (1,783,495) |
Deferred taxes recovery | 196,005 | 196,005 | ||
Net loss | (323,171) | (702,951) | (1,078,461) | (1,783,495) |
Other comprehensive income (loss) | ||||
Foreign exchange (loss) gain | (157,805) | (49,972) | 143,834 | (77,477) |
Comprehensive loss | $ (480,976) | $ (752,923) | $ (934,627) | $ (1,860,972) |
Net loss per share-basic and diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.04) |
Weighted average number of common shares outstanding- basic and diluted (in shares) | 63,853,597 | 42,460,795 | 60,648.474 | 41,879,559 |
Direct wages and benefits [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 85,063 | $ 59,667 | $ 161,246 | $ 109,032 |
equipment rental, delivery, fuel and repairs and maintenance [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 96,854 | 104,916 | 158,156 | 204,482 |
Utilities [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 7,963 | 32,695 | 46,240 | 60,226 |
Outside contractors [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 1,706 | 4,597 | 5,279 | 4,702 |
Cost of Goods and Service Benchmark [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 316,815 | $ 329,356 | $ 610,577 | $ 593,818 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Shares to be Issued [Member] | Stock Compensation Reserve [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
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 2018 stock award | $ 100 | 999,900 | (1,000,000) | ||||
Shares issued on vesting of 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 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 | ||||||
Net loss | (1,783,495) | ||||||
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 | ||||||
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 | ||||||
Ending Balance at Dec. 31, 2019 | $ 5,180 | 7,450,091 | 1,000,000 | (11,449,497) | (209,792) | (3,204,018) | |
Ending Balance (Shares) at Dec. 31, 2019 | 51,784,504 | ||||||
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 2018 stock award | $ 100 | 329,900 | (330,000) | ||||
Shares issued on vesting of 2018 stock award (Shares) | 1,000,000 | ||||||
Shares issued to directors | $ 8 | 39,192 | 39,200 | ||||
Shares to be issued to each of five directors subsequent to period end (Shares) | 80,000 | ||||||
Stock compensation expensed on vesting of stock award | 332,500 | 332,500 | |||||
Other comprehensive 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 | ||||||
Beginning Balance at Dec. 31, 2019 | $ 5,180 | 7,450,091 | 1,000,000 | (11,449,497) | (209,792) | (3,204,018) | |
Beginning Balance (Shares) at Dec. 31, 2019 | 51,784,504 | ||||||
Shares issued on vesting of 2019 stock award | $ 100 | 999,900 | (1,000,000) | ||||
Shares issued on vesting of 2019 stock award (Shares) | 1,000,000 | ||||||
Shares issued on conversion of debt to equity | $ 772 | 75,955 | 76,727 | ||||
Shares issued on conversion of debt to equity (shares) | 7,717,326 | ||||||
Conversion of debt to equity on shares yet to be issued | 7,250 | 7,250 | |||||
Other comprehensive loss | 301,639 | 301,639 | |||||
Net loss | (755,290) | (755,290) | |||||
Ending Balance at Mar. 31, 2020 | $ 6,052 | 8,525,946 | 7,250 | (12,204,787) | 91,847 | (3,573,692) | |
Ending Balance (Shares) at Mar. 31, 2020 | 60,501,830 | ||||||
Beginning Balance at Dec. 31, 2019 | $ 5,180 | 7,450,091 | $ 1,000,000 | (11,449,497) | (209,792) | (3,204,018) | |
Beginning Balance (Shares) at Dec. 31, 2019 | 51,784,504 | ||||||
Net loss | (1,078,461) | ||||||
Ending Balance at Jun. 30, 2020 | $ 6,435 | 8,544,263 | 13,000 | (12,534,941) | (65,958) | (4,037,201) | |
Ending Balance (Shares) at Jun. 30, 2020 | 64,329,157 | ||||||
Beginning Balance at Mar. 31, 2020 | $ 6,052 | 8,525,946 | 7,250 | (12,204,787) | 91,847 | (3,573,692) | |
Beginning Balance (Shares) at Mar. 31, 2020 | 60,501,830 | ||||||
Shares issued on vesting of 2019 stock award | $ 160 | 7,840 | (7,250) | 750 | |||
Shares issued on vesting of 2019 stock award (Shares) | 1,600,000 | ||||||
Shares issued on conversion of debt to equity | $ 276 | 10,477 | 10,753 | ||||
Shares issued on conversion of debt to equity (shares) | 2,757,297 | ||||||
Share cancellation | $ (53) | (6,983) | (7,036) | ||||
Share cancellation (Shares) | (529,970) | ||||||
Conversion of debt to equity on shares yet to be issued | 13,000 | 13,000 | |||||
Other comprehensive loss | (157,805) | (157,805) | |||||
Net loss | (323,171) | (323,171) | |||||
Ending Balance at Jun. 30, 2020 | $ 6,435 | $ 8,544,263 | $ 13,000 | $ (12,534,941) | $ (65,958) | $ (4,037,201) | |
Ending Balance (Shares) at Jun. 30, 2020 | 64,329,157 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (1,078,461) | $ (1,783,495) |
Deferred taxes recovery | (196,005) | |
Land option expired | 58,704 | |
Adjustments for: | ||
Depreciation | 234,267 | 200,774 |
Amortization of intangible assets | 4,735 | 100 |
Amortization of operating right-of-use asset | 6,087 | |
Non-cash professional fees on conversion of debt | 2,775 | |
Amortization of financing fees | 123,009 | 65,765 |
Stock-based compensation | 665,000 | |
Shares issued for professional services | 53,000 | |
Shares issued to directors | 39,200 | |
Changes in non-cash working capital: | ||
Trade receivables | 136 | (15,742) |
Government remittances receivable | (2,346) | (17,591) |
Other receivables | 12,610 | |
Inventory | 5,132 | (5,300) |
Prepaid expenses and deposits | (24,571) | (8,787) |
Accounts payable | 51,056 | 237,338 |
Government remittances payable | 82,597 | (35,980) |
Accrued liabilities | 73,012 | 39,288 |
Deferred revenue | (2,362) | |
Net cash used in operating activities | (655,712) | (560,343) |
Cash flows from investing activities | ||
Business acquisition | 88,107 | (1,458,675) |
Purchase of intangible assets | (5,729) | (10,745) |
Purchase of long-lived assets | (65,357) | (186,649) |
Net cash provided by (used in) investing activities | 17,021 | (1,656,069) |
Cash flows from financing activities | ||
Repayments of advance | (3,100) | |
Advances on long-term debt | 58,656 | 1,258,273 |
Repayment of long-term debt | (94,196) | (40,859) |
Repayments of obligations under capital lease | (73,645) | (37,145) |
Advances of convertible promissory notes | 175,641 | 1,190,750 |
Repayments of operating lease liability | (1,858) | |
Advances of loans payable to related parties | 73,320 | |
Repayment of loans payable to related parties | (149,980) | |
Proceeds on shares to be issued | 13,000 | |
Net cash provided by financing activities | 149,676 | 2,219,181 |
Effect of exchange rate on cash | 25,928 | (20,340) |
Decrease in cash | (463,087) | (17,571) |
Cash and cash equivalents-beginning of period | 475,724 | 42,711 |
Cash and cash equivalents-end of period | 12,637 | 25,140 |
Cash and cash equivalents | 12,637 | 25,140 |
Restricted cash | 0 | 0 |
Cash, and cash equivalents and restricted cash | 12,637 | 25,140 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 362,089 | 171,675 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 OTCQB 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 | 6 Months Ended |
Jun. 30, 2020 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 2. Going Concern The interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As at June 30, 2020, the Company had a working capital deficit of $8,909,577 (December 31, 2019-$8,203,742), incurred a net loss of $ (2019-$1,783,495) for the six months ended June 30, 2020 and had an accumulated deficit of $ (December 31, 2019-$11,449,497) and expects to incur further losses in the development of its business. On March 31, 2020, Pace Savings & Credit Union Limited ("PACE") and the Company reached an agreement for the repayment of the outstanding amounts owing to PACE. One of the credit facilities, in the amount of $34,391 ($48,788 CAD), was repaid in full on April 3, 2020 and the remaining credit facilities and the corporate term loan are to be repaid on or before September 30, 2020. Management continues discussions with a Canadian chartered bank to re-finance its remaining obligations to PACE and repay other creditors. The Company has defaulted on the convertible promissory notes (see note 13). As a result, the amounts owing to PACE (see note 11) and the obligations under capital lease (see note 12), are also in default. 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 debts are 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. Beginning in March 2020 the Governments of Canada and Ontario, as well as foreign governments, instituted emergency measures as a result of the novel strain of coronavirus ("COVID-19). The virus has had a major impact on Canadian and international securities and currency markets and consumer activity which may impact the Company's financial position, its results of operations and its cash flows significantly. The situation is constantly evolving, however, so the extent to which the COVID-19 outbreak will impact businesses and the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial position, results of operations and cash flows will be affected in the future. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
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, 2019 and 2018 and their accompanying notes. |
Recent Adopted Accounting Prono
Recent Adopted Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Adopted Accounting Pronouncements [Text Block] | 4. Recent Adopted 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. Newly Adopted On January 1, 2020, the Company adopted Accounting Standards 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. The adoption of ASU No. 2018-13, did not have a significant impact on the Company's consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2017-04, "Intangibles-Goodwill and Other ( Recently issued ASU 2020-06—Debt—"Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity": simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is assessing the impact that the adoption of ASU 2020-06 will have on the consolidated balance sheet and consolidated statement of operations. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments [Text Block] | 5. Financial Instruments The carrying value of cash and cash equivalents, funds held in trust, trade and other receivables, accounts payable and accrued liabilities approximated their fair values as of June 30, 2020 and December 31, 2019, due to their short-term nature. The carrying value of the advance, long-term debt, obligations under capital lease, convertible promissory notes and loans payable to related party approximated their fair values due to their market interest rates. Interest, Credit and Concentration Risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. In the opinion of management, the Company is exposed to significant interest rate risk on the current portion of its long-term debt and convertible promissory notes of $ ($9,584,657 CAD) (2019-$ ; $9,351,482 CAD). Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at June 30, 2020, the Company's credit risk is primarily attributable to cash and cash equivalents and trade receivables. As at June 30, 2020, the Company's cash and cash equivalents were held with reputable Canadian chartered banks and a credit union. 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 June 30, 2020, the allowance for doubtful accounts was $ nil As at June 30, 2020, the Company is exposed to concentration risk as it had four customers (December 31, 2019-six customers) representing greater than 5% of total trade receivables and four customers (December 31, 2019-six customers) represented 93% (December 31, 2019-90%) 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 73% (34%,14%, 14% and 11%) (June 30, 2019-74%; 37%, 23% and 14%) of total revenue. Liquidity Risk Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations. Management is in discussions with a Canadian chartered bank to refinance its obligations to PACE and repay other creditors. 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 of its outstanding obligations by September 30, 2020 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. As at June 30, 2020, $456,460 (December 31, 2019-$258,403) 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 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 $121,845 ($163,836 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) of $65,814 ($88,496 CAD). The allocation of the purchase price is as follows: Purchase consideration Cash ($1,855,746 CAD) $ 1,380,118 Assets acquired Accounts receivable ($ 7,573 CAD) 5,632 Land ($1,898,000 CAD) 1,411,543 Automotive equipment and machinery ($16,525 CAD) 12,290 Customer list ($30,400 CAD) 22,608 Land option ($80,000 CAD) 59,496 1,511,569 Liabilities assumed Accounts payable ($10,977 CAD) 8,164 Deferred tax liability ($267,109 CAD) 198,649 206,813 Net assets acquired ($1,754,412 CAD) $ 1,304,756 Goodwill $ 75,362 Included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2019, is revenue of $137,247 ($182,098 CAD) and expenses of $217,620 ($288,735) since the date of acquisition. During the year ended December 31, 2018, 1684567 generated revenue of $212,473 ($275,188 CAD) and incurred expenses of $173,206 ($224,331 CAD). D uring the current three-month period ended June 30, 2020, the Company expensed previously capitalized acquisition costs in the amount of $86,864 ($118,472 CAD). The land option in the amount of $59,496 ($80,000) expired six months after the business acquisition dated May 24, 2019 and as a result, has been expensed in the interim condensed consolidated statements of operations and comprehensive loss. In addition, the company determined that the deferred tax liability recognized on the business acquisition would be recovered through the application of certain tax strategies. As a result, the recovery of the deferred tax liability is recorded in the interim condensed consolidated statements of operations and comprehensive loss. |
Restricted Cash-Funds Held in T
Restricted Cash-Funds Held in Trust | 6 Months Ended |
Jun. 30, 2020 | |
Restricted Cash Funds Held in Trust [Abstract] | |
Restricted Cash-Funds Held in Trust [Text Block] | 7. Restricted Cash-Funds Held in Trust The funds which were held in trust were required to satisfy certain outstanding payments to PACE, including the repayment in full of one of the credit facilities in the amount of $34,391 ($48,788 CAD) and to bring the remaining outstanding PACE amounts current. The funds which were held in trust were provided to PACE on April 3, 2020. Refer also to going concern, note 2 and long-term debt, note 11. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets [Text Block] | 8. Intangible Assets June 30, 2020 December 31, 2019 Technology license (net of accumulated amortization of $1,031 (2019- $931)) $ 970 $ 1,070 Customer list-limited life-$16,504 ($22,491 CAD) (net of accumulated amortization of $5,804) ($7,909 CAD) (2019-$6,634 ($ 8,617 $ 1,222 ($ 1,588 16,504 6,634 Trademarks-indefinite life-$23,290 CAD 17,090 11,916 Goodwill ($101,334 CAD) 74,359 — Environmental compliance approvals-indefinite life- $182,700 CAD 134,065 217,651 $ 242,988 $ 237,271 For the three-month and six-month periods ended June 30, the Company incurred fees to register various trademarks in the United States and Canada, in the amount nil nil On September 15, 2017, the Company acquired the environmental compliance approvals, having an indefinite life, on the purchase of certain assets from BDO Canada Limited (“BDO") under an asset purchase agreement (the "APA"). Effective May 24, 2019, the Company acquired customer lists of $22,608 ($30,400 CAD) relating to certain municipal contracts. These customer lists are being amortized over terms ranging from forty-five to sixty-six months. During the three and six-month periods ended June 30, 2020, amortization of $4,128 ($5,641 CAD) and $4,635 ($6,321 CAD) (2019-$nil; |
Long-lived Assets, net
Long-lived Assets, net | 6 Months Ended |
Jun. 30, 2020 | |
Long lived Assets net [Abstract] | |
Long-lived Assets, net [Text Block] | 9 Long-lived Assets, net June 30, December 31, 2020 2019 Cost Accumulated Net book value Net book value depreciation Land $ 1,392,753 $ — $ 1,392,753 $ 1,425,002 Composting buildings 2,238,516 363,257 1,875,259 1,965,690 Gore cover system 1,036,246 263,506 772,740 869,864 Driveway and paving 340,116 75,959 264,157 291,427 Machinery and equipment 63,479 49,268 14,211 22,270 Equipment under capital lease 683,168 329,257 353,911 167,578 Office trailer 8,806 6,059 2,747 4,268 Vacuum trailer 5,503 1,651 3,852 4,908 Computer equipment 6,486 5,418 1,068 1,862 Computer software 6,751 6,751 — — Automotive equipment 9,928 3,924 6,004 7,863 Signage 2,491 1,101 1,390 1,721 $ 5,794,243 $ 1,106,151 $ 4,688,092 $ 4,762,453 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 10. Related Party Transactions For three and six-month periods ended June 30, 2020, the Company incurred $32,494 ($45,000 CAD) and $65,988 ($90,000 CAD) (2019-$33,642; $45,000 CAD and $67,491; $90,000 CAD) respectively, in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the president and chief executive officer (the "CEO"); $ nil nil nil nil In addition, during the three and six-month periods ended June 30, 2020, the Company incurred interest expense of $2,187 ($2,992 CAD) and $2,628 ($3,584 CAD) (2019-$679; $920 CAD and $4,481; $5,975 CAD) respectively, on outstanding loans from Travellers and $ nil nil (December 31, 2019-$ nil nil For the ended June 30, 2020, the Company incurred $18,897 ($26,130 CAD) and $36,420 ($49,673 CAD) (2019-$15,298; $20,469 CAD and $32,296; $ $43,067 CAD) For those independent directors providing their services throughout 2019, the Company accrued directors' compensation totaling $1,800, based on the subsequent issuance of 20,000 common shares of the Company to each of the five directors that are expected to be issued subsequent to June 30, 2020. And, for services provided in the three and six-month periods ended June 30, 2020, $1,202 and $2,237 (2019-$9,748 and $12,700) respectively. The directors' compensation was priced based on the trading price of the shares at the close of business on June 30, 2020 and will be recorded based on the trading price of the shares, immediately prior to issuance. Also included in directors' compensation for the three and six-month periods ended June 30, 2020, are the audit committee chairman's fees, in the amount of $722 ($1,000 CAD) and $1,466 ($2,000 CAD) (2019 $756; $1,000 CAD and $1,500; $2,000 CAD) respectively. As at June 30, 2020, outstanding directors' compensation of $ nil nil Furthermore, for the three and six-month periods ended June 30, 2020, the Company recognized management compensation expense of $ nil nil |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 11. Long-Term Debt Credit Credit Corporate Mortgage Canada Emergency June 30, December 31, Facility Facility Term Loan Payable Business Account 2020 Total 2019 Total (a) (b) (c) (d) (e) Long-Term Debt $ 723,620 $ 404,678 $ 2,452,232 $ 1,895,827 $ 58,704 $ 5,535,061 $ 5,793,677 Current portion (723,620 ) (404,678 ) (2,452,232 ) (1,895,827 ) — $ (5,476,357 ) (5,793,677 ) Long-term portion $ — $ — $ — $ — $ 58,704 $ 58,704 $ — On March 31, 2020, PACE and the Company reached an agreement with respect to the repayment of the outstanding balances owing to PACE ((a), (b) and (c) above). One of the credit facilities, in the amount of $34,391 ($48,788 CAD), was repaid in full on April 3, 2020, as noted below and the remaining credit facilities and the corporate term loan are due on or before September 30, 2020. On April 3, 2020, the Company provided PACE with funds, held in trust on March 31, 2020, to bring the remaining credit facilities and the corporate term loan current. The funds remaining, which were held in trust on March 31, 2020 are to be used to satisfy the principal and interest payments on the noted debt partially, through August 2020. Included in prepaid expenses and deposits in the interim condensed consolidated financial statements is $50,797 ($69,224 CAD) relating to prepaid principal and interest payments. In addition, the letter of credit the Company has with PACE in favor of the Ministry of the Environment, Conservation and Parks (the "MECP"), will be renewed from the current expiry date of June 30, 2020 to September 30, 2020, at the appropriate time. On April 3, 2020, the shares previously pledged as security to PACE, were released. However, the personal guarantee from the CEO and charge against the Company's premises lease remain unchanged. This long-term debt is considered to be in default as a result of defaults on the convertible promissory notes (see note 13). As a result, PACE may demand repayment before September 30, 2020. Refer also to going concern, note 2. The remaining PACE long-term debt was initially 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 $6,431 ($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 $1,174,080 ($1,600,000 CAD), is secured by a business loan general security agreement, a $1,174,080 ($1,600,000 CAD) personal guarantee from the CEO 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. As noted above, the pledged shares were delivered by PACE to the Company's counsel. 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 $440,280 ($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 $3,596 ($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 corporate term loan advanced on September 13, 2017, in the amount of $2,732,779 ($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 $21,802 ($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 $2,935,918 ($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 asset purchase agreement (the "APA") For the three and six-month periods ended June 30, 2020, $78,492 ($108,615 CAD) and $155,241 ($211,731 CAD) (2019-$77,903; $104,201 CAD and $155,522; $207,390 CAD) respectively, in interest was incurred on the PACE long-term debt. As at June 30, 2020 $16,522 ($22,516 CAD) (December 31, 2019-$124,926; $162,263 CAD) in accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. (d) For the three and six-month periods ended June 30, 2020, $46,936 ($65,000 CAD) and $95,316 ($130,000 CAD) (2019-$13,683; $18,247 CAD and 13,683; $18,247 CAD) respectively, in interest was incurred on the mortgage payable. (e) On April 27, 2020, the Company received a total of $58,704 ($80,000 CAD) under this program, from its Canadian chartered bank. Under the initial term date of the loans, which is detailed in the CEBA term loan agreements, the amount is due on December 31, 2022 and is interest-free. If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 31, 2023, maturing December 31, 2025. In addition, if 75% of the loans are repaid by the initial term, December 31, 2022, the Company's Canadian chartered bank will forgive the balance. The CEBA term loan agreements contain a number of positive and negative covenants , for which the Company is in compliance. |
Obligations under Capital Lease
Obligations under Capital Lease | 6 Months Ended |
Jun. 30, 2020 | |
Obligations Under Capital Lease [Abstract] | |
Obligations under Capital Lease [Text Block] | 12. Obligations under Capital Lease June 30, 2020 December 31, 2019 (a) (b) (c) Total Total Obligations under Capital Lease $ 81,172 $ 84,176 $ 254,715 $ 420,063 $ 218,069 Less: current portion (81,172 ) (84,176 ) (254,715 ) (420,063 ) (218,069 ) Long-term portion $ — $ — $ — $ — $ — As a result of the convertible promissory notes defaults, these leases are also in default (see note 13). The lessor may demand full repayment of these obligations under capital lease. 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), (b) and (c). Refer also to going concern, note 2. (a) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $210,344 ($286,650 CAD), is payable in monthly blended installments of principal and interest of $4,285 ($5,840 CAD), plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $20,987 ($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 $181,579 ($247,450 CAD), is payable in monthly blended installments of principal and interest of $3,756 ($5,118 CAD), plus applicable harmonized sales taxes for a period of forty-six months plus the first two monthly blended installments of $7,338 ($10,000 CAD) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $ 18,110 ($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. (c) The lease agreement for certain equipment for the Company's organic composting facility at a cost of $285,925 ($389,650 CAD), is payable in monthly blended installments of principal and interest of $5,028 ($6,852 CAD), plus applicable harmonized sales taxes for a period of fifty-nine months plus an initial deposit of $14,272 ($19,450 CAD) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of a nominal amount of $73 ($100 CAD) plus applicable harmonized sales taxes on February 27, 2025. The leasing agreement bears interest at the rate of 3.59% annually, compounded monthly, due February 27, 2025. The lease liabilities are secured by the equipment under capital lease as described in note 9. Minimum lease payments as per the original terms of the obligations under capital lease are as follows: In the six-month period ending December 31, 2020 $ 78,416 In the year ending December 31, 2021 164,964 In the year ending December 31, 2022 82,205 In the year ending December 31, 2023 60,340 In the year ending December 31, 2024 60,340 In the year ending December 31, 2025 5,102 451,367 Less: imputed interest (31,304 ) Total $ 420,063 For the three and six-month periods ended June 30, 2020, $5,831 ($8,015 CAD) and $8,920 ($12,165 CAD) (2019-$4,885; $6,529 CAD and $8,555; $11,408 CAD) respectively, in interest was incurred. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2020 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes [Text Block] | 13. Convertible Promissory Notes June 30, 2020 December 31, 2019 (a) Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $nil (2019- $1,918)) $ 245,073 $ 176,964 (b) Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil) (2019- $25,625)) 753,200 724,375 (c) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $nil (2019-$17,924)) 242,000 217,076 (d) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ 1,589 17,411 )) 168,411 152,589 (e) Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $7,829 (2019-$20,975) 148,171 135,025 $ 1,556,855 $ 1,406,029 (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 Investor 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 Investor 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 pre-emptive 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 Investor 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 Investor Notes. Since the January 2019 Investor Notes were not repaid by their January 28, 2020 maturity date, they are in default and the outstanding balance (principal plus accrued interest) of each of the January 2019 Investor Notes was increased by 50% and increased by a further $15,000 (together the "Default Amounts") along with the interest rate increasing from 12% to 24% annually. The January 2019 Investors continue to have the option to require the Company to immediately issue, in lieu of the Default Amount, the number of shares of common stock of the Company equal to the Default Amount divided by the conversion price then in effect. (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 Investor 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 SusGlobal Energy Corp. 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 pre-emptive 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. Since the March 2019 Investor Notes were not repaid by their March 7, 2020 and March 8, 2020 maturity dates, they are also in default resulting in the outstanding balance (principal plus accrued interest) increasing by 10% and the interest rate on the 2019 March Investor Notes increasing from 12% to 24% annually, effective January 28, 2020. The March 2019 Investors continue to have the option to convert their 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 pre-emptive 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. As a result of the January 2019 Investor Notes and the March 2019 Investor Notes not having been repaid by their respective due dates, this default resulted in the interest rate on the May 2019 Investor Note increasing from 12% to 24% annually, effective January 28, 2020. The May 2019 Investor continues to have the option to convert their May 2019 Investor Note. During the six-month period ended June 30, 2020, the May 2019 Investor converted a total of $15,000 of its May 2019 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 pre-emptive 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. As a result of the January 2019 Investor Notes, the March 2019 Investor Notes and the May 2019 Investor Note not having been repaid by their respective due dates, this default resulted in the interest rate on the July 2019 Investor Note increasing from 12% to 24% (e) On October 17, 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. On this date, the Company received proceeds of $129,600, net of transaction related expenses of $26,400. The maturity date of the October 2019 Investor Note is October 17, 2020. The October 2019 Investor Note bears interest at a rate of twelve percent (12%) per annum (the "October 2019 Interest Rate"), which interest shall be paid by the Company to the October 2019 Investor in Common Stock at any time the October 2019 Investor sends a notice of conversion to the Company. The October 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 October 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 October 2019 Effective Date; or (ii) the conversion date. The Company initially reserved 22,153,000 of its authorized and unissued Common Stock (the "October 2019 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the October 2019 Investor Note. Upon full conversion of the October 2019 Investor Note, any shares remaining in such reserve shall be cancelled. The Company increases the October 2019 Reserved Amount in accordance with the Company's obligations under the October 2019 Investor Note. As a result of the January 2019 Investor Notes, the March 2019 Investor Notes and the May 2019 Investor Note not having been repaid by their respective due dates, this default resulted in the interest rate on the October 2019 Investor Note increasing from 12% to 24% annually, effective January 28, 2020. The October 2019 Investor continues to have the option to convert its October 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 six-month periods ended June 30, 2020, the Company recorded interest and Default Amounts of $149,965 and $333,447 (2019-$56,192 and $ . As at June 30, 2020, $276,828 (December 31, 2019-$130,249) of accrued interest and Default Amounts pertaining to interest, are included in accrued liabilities in the interim condensed consolidated balance sheets. $6,455 (2019-$ nil nil Refer also to going concern, note 2. |
Loans Payable to Related Party
Loans Payable to Related Party | 6 Months Ended |
Jun. 30, 2020 | |
Loans Payable to Related Party [Abstract] | |
Loans Payable to Related Party [Text Block] | 14. Loans Payable to Related Party June 30, 2020 December 31, 2019 Travellers International Inc. $ 73,380 $ — Loans payable in the amount of $73,380 ($100,000 CAD) (December 31, 2019-$ nil nil For the three and six-month periods ended June 30, 2020, $2,187 ($2,992 CAD) and $2,628 ($3,584 CAD) (2019-$679; $920 CAD and $4,481; $5,975 CAD) respectively, in interest expense was incurred on loans payable to Travellers. In addition, for the three and six-month periods ended June 30, 2020 $nil CAD) respectively, in interest expense was incurred on loans payable to directors. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Capital Stock [Text Block] | 15. Capital Stock As at June 30, 2020, the Company had 150,000,000 authorized common shares with a par value of $.0001 per share and 64,329,157 (December 31, 2019-51,784,504) issued and outstanding common shares. For the six-month period ended June 30, 2020, the Company issued 12,074,623 common shares on the conversion of unsecured promissory notes, in the amount of $86,250, including accrued interest and related cost of $9,230, a total of $95,480. The share conversion prices ranged from $0.0036 to $0.0176 per share. Further, on June 29, 2020, the Company received a notice of conversion for one of the January 2019 Investor Notes, in the amount of $13,000 plus legal fees of $750. The common shares were issued subsequent to June 30, 2020. On January 10, 2020, the Company issued 1,000,000 common shares on the exchange of the CEO's 1,000,000 2019 RSUs. In addition, the Company cancelled the 529,970 shares previously held by BDO Canada Limited, whose shares were returned to the Company on April 1, 2020. During the year ended December 31, 2019, the Company issued 9,289,973 common shares on the conversion of unsecured convertible promissory notes in the amount of $248,618 including accrued interest and related costs of $21,162, for a total of $269,780 at conversion prices ranging from $0.0176 to $0.0910 per share. The Company also issued 100,000 common shares for professional services determined to be valued at $53,000, 80,000 common shares to directors determined to be valued at $39,200 and 5,000 common shares to each of two employees determined to be valued at $400 in total, with amounts determined based on the closing trading price on the day immediately prior to issuance. Further, 5,000 common shares were issued for proceeds received prior to December 31, 2018 of $4,600, net of share issue costs of $400. In addition, on January 8, 2019, the Company issued 1,000,000 common shares on the exchange of the CEO's 2018 RSUs determined to be valued at $1,000,000, based on private placement pricing at the time of granting the RSUs and on April 2, 2019, the Company issued 1,000,000 common shares on the exchange of the former chief executive officer's 2018 RSUs determined to be valued at $330,000, based on private placement pricing at the time of granting the RSUs. All non-cash transactions during December 31, 2019, were valued based on the proceeds of a recent private placement |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments [Text Block] | 16 Commitments a) Effective January 1, 2020, new consulting agreements were finalized for the services of the CEO and the CFO. The consulting agreements are each for a period of one year, commencing January 1, 2020. The CEO's monthly fee is $10,998 ($15,000 CAD) and for the CFO $5,866 ($8,000 CAD). The future minimum commitment under these consulting agreements, is as follows: For the six-month period ending December 31, 2020 $ 101,264 b) The Company has agreed to lease its office premises from Haute on a month-to-month basis, at the same monthly rate of $4,399 ($6,000 CAD). The Company is 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. c) The Company was assigned the land lease on the purchase of certain assets of Astoria Organic Matters Ltd., and Astoria Organic Matters Canada LP. 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 $2,200 ($3,000 CAD) and is subject to adjustment based on the consumer price index as published by Statistics Canada ("CPI"). To date, no adjustment for CPI has been charged. 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. As the Company acquired the business of 1684567, the previous landlord, there are no future commitments for this lease. The Company was recently informed that, through a special provision of the site plan agreement with the City of Belleville (the "City"), Ontario, Canada, that it is required to fund road maintenance required by the City through to September 30, 2025 at an annual rate of $7,338 ($10,000 CAD). The future minimum commitment is as follows: For the six-month period ending December 31, 2020 $ 7,338 For the year ending December 31, 2021 7,338 For the year ending December 31, 2022 7,338 For the year ending December 31, 2023 7,338 For the year ending December 31, 2024 7,338 Thereafter 7,338 $ 44,028 PACE has provided the Company a letter of credit in favor of the MECP in the amount of $203,139 ($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 MECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MECPs environmental objectives. The MECP regularly evaluates the Company's organic waste composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. Since the fair value of the environmental remediation costs cannot be determined at this time, no estimate of such costs has been recorded in the accounts. As of June 30, 2020, the MECP has not drawn on the letter of credit. PACE renewed the letter of credit to September 30, 2020. |
Economic Dependence
Economic Dependence | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Economic Dependence [Text Block] | 17. Economic Dependence The Company generated 81% and 73% of its revenue from four customers, during the three and six-month periods ended June 30, 2020 respectively, (June 30, 2019-72% and 74% from three customers, respectively). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. Subsequent Events The Company's management has evaluated subsequent events up to the date the interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events: (a) On July 8, 2020, the Company issued a total of 4,952,221 common shares on the conversion $33,900 in convertible promissory notes held by certain January 2019 Investors and March 2019 Investors, including interest and related costs of $4,727 for a total of $38,627. (b) On August 4, 2020, the Company repaid $25,683 ($35,000 CAD) of the principal balance owing on the related party loans. (c) On August 4,2020, the Company received an advance in the amount of $81,232 ($110,700 CAD), net of a financing fee of $3,249 ($4,428 CAD), from a private lender, guaranteed by the CEO of the Company. (d) On August 4, 2020, the Company received a claim from the former chief executive officer and his company for certain fees in the amount of $290,218 ($395,500 |
Comparative Figures
Comparative Figures | 6 Months Ended |
Jun. 30, 2020 | |
Comparative Figures [Abstract] | |
Comparative Figures [Text Block] | 19. Comparative Figures Certain of the prior period's comparative figures have been reclassified to conform to the current period's presentation. The reclassification on the interim condensed consolidated statements of cash flows related to disclosing the change in cash flows for government remittances receivable and government remittances payable as separate line items and not netted. And, the reclassification on the interim condensed consolidated statements of operations and comprehensive loss, to disclose foreign exchange loss (income) as a separate line item and not grouped with office and administration. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Recent Adopted Accounting Pronouncements [Policy Text Block] | Recent Adopted 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. On January 1, 2020, the Company adopted 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. The adoption of ASU No. 2018-13, did not have a significant impact on the Company's consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2017-04, "Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment". The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is to be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The adoption of ASU No. 2017-04, did not have a significant impact on the Company's consolidated financial statements. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions [Table Text Block] | Purchase consideration Cash ($1,855,746 CAD) $ 1,380,118 Assets acquired Accounts receivable ($ 7,573 CAD) 5,632 Land ($1,898,000 CAD) 1,411,543 Automotive equipment and machinery ($16,525 CAD) 12,290 Customer list ($30,400 CAD) 22,608 Land option ($80,000 CAD) 59,496 1,511,569 Liabilities assumed Accounts payable ($10,977 CAD) 8,164 Deferred tax liability ($267,109 CAD) 198,649 206,813 Net assets acquired ($1,754,412 CAD) $ 1,304,756 Goodwill $ 75,362 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2020 December 31, 2019 Technology license (net of accumulated amortization of $1,031 (2019- $931)) $ 970 $ 1,070 Customer list-limited life-$16,504 ($22,491 CAD) (net of accumulated amortization of $5,804) ($7,909 CAD) (2019-$6,634 ($ 8,617 $ 1,222 ($ 1,588 16,504 6,634 Trademarks-indefinite life-$23,290 CAD 17,090 11,916 Goodwill ($101,334 CAD) 74,359 — Environmental compliance approvals-indefinite life- $182,700 CAD 134,065 217,651 $ 242,988 $ 237,271 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long lived Assets net [Abstract] | |
Schedule of Long-lived Assets [Table Text Block] | June 30, December 31, 2020 2019 Cost Accumulated Net book value Net book value depreciation Land $ 1,392,753 $ — $ 1,392,753 $ 1,425,002 Composting buildings 2,238,516 363,257 1,875,259 1,965,690 Gore cover system 1,036,246 263,506 772,740 869,864 Driveway and paving 340,116 75,959 264,157 291,427 Machinery and equipment 63,479 49,268 14,211 22,270 Equipment under capital lease 683,168 329,257 353,911 167,578 Office trailer 8,806 6,059 2,747 4,268 Vacuum trailer 5,503 1,651 3,852 4,908 Computer equipment 6,486 5,418 1,068 1,862 Computer software 6,751 6,751 — — Automotive equipment 9,928 3,924 6,004 7,863 Signage 2,491 1,101 1,390 1,721 $ 5,794,243 $ 1,106,151 $ 4,688,092 $ 4,762,453 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Credit Credit Corporate Mortgage Canada Emergency June 30, December 31, Facility Facility Term Loan Payable Business Account 2020 Total 2019 Total (a) (b) (c) (d) (e) Long-Term Debt $ 723,620 $ 404,678 $ 2,452,232 $ 1,895,827 $ 58,704 $ 5,535,061 $ 5,793,677 Current portion (723,620 ) (404,678 ) (2,452,232 ) (1,895,827 ) — $ (5,476,357 ) (5,793,677 ) Long-term portion $ — $ — $ — $ — $ 58,704 $ 58,704 $ — |
Obligations under Capital Lea_2
Obligations under Capital Lease (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Obligations Under Capital Lease [Abstract] | |
Schedule of Obligations under Capital Lease [Table Text Block] | June 30, 2020 December 31, 2019 (a) (b) (c) Total Total Obligations under Capital Lease $ 81,172 $ 84,176 $ 254,715 $ 420,063 $ 218,069 Less: current portion (81,172 ) (84,176 ) (254,715 ) (420,063 ) (218,069 ) Long-term portion $ — $ — $ — $ — $ — |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | In the six-month period ending December 31, 2020 $ 78,416 In the year ending December 31, 2021 164,964 In the year ending December 31, 2022 82,205 In the year ending December 31, 2023 60,340 In the year ending December 31, 2024 60,340 In the year ending December 31, 2025 5,102 451,367 Less: imputed interest (31,304 ) Total $ 420,063 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible promissory notes [Table Text Block] | June 30, 2020 December 31, 2019 (a) Convertible promissory notes-January 28, 2019 (net of unamortized financing costs of $nil (2019- $1,918)) $ 245,073 $ 176,964 (b) Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil) (2019- $25,625)) 753,200 724,375 (c) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $nil (2019-$17,924)) 242,000 217,076 (d) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ 1,589 17,411 )) 168,411 152,589 (e) Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $7,829 (2019-$20,975) 148,171 135,025 $ 1,556,855 $ 1,406,029 |
Loans Payable to Related Party
Loans Payable to Related Party (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loans Payable to Related Party [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | June 30, 2020 December 31, 2019 Travellers International Inc. $ 73,380 $ — |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
The CEO and the CFO [Member] | |
Other Commitments [Line Items] | |
Schedule of Commitments [Table Text Block] | For the six-month period ending December 31, 2020 $ 101,264 |
Astoria Organic Matters Ltd. [Member] | |
Other Commitments [Line Items] | |
Schedule of Commitments [Table Text Block] | For the six-month period ending December 31, 2020 $ 7,338 For the year ending December 31, 2021 7,338 For the year ending December 31, 2022 7,338 For the year ending December 31, 2023 7,338 For the year ending December 31, 2024 7,338 Thereafter 7,338 $ 44,028 |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) | Apr. 03, 2020CAD ($) | Apr. 03, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Going Concern [Line Items] | |||||||||
Working capital deficit | $ 8,909,577 | $ 8,909,577 | $ 8,203,742 | ||||||
Net loss | (323,171) | $ (755,290) | $ (702,951) | $ (1,080,544) | (1,078,461) | $ (1,783,495) | |||
Accumulated deficit | $ (12,534,941) | $ (12,534,941) | $ (11,449,497) | ||||||
Pace Savings & Credit Union Limited (''PACE'') [Member] | |||||||||
Going Concern [Line Items] | |||||||||
Repayment of credit facilities | $ 48,788 | $ 34,391 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020CAD ($)Customer | Jun. 30, 2019 | Dec. 31, 2019CAD ($)Customer | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Product Information [Line Items] | |||||
Current portion of long term debt and convertible promissory notes | $ 9,584,657 | $ 9,351,482 | $ 7,033,212 | $ 7,199,706 | |
Allowance for doubtful accounts | $ 948 | 730 | |||
Concentration Risk, Customer | As at June 30, 2020, the Company is exposed to concentration risk as it had four customers (December 31, 2019-six customers) representing greater than 5% of total trade receivables and four customers (December 31, 2019-six customers) represented 93% (December 31, 2019-90%) 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 73% (34%,14%, 14% and 11%) (June 30, 2019-74%; 37%, 23% and 14%) of total revenue. | ||||
Net monetary liabilities denominated in USD | $ | $ 456,460 | $ 258,403 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 73.00% | 74.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 34.00% | 37.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | 23.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | 14.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Four [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 93.00% | 90.00% | |||
Concentration Risk, Benchmark Description | 10% or more of the Company's total revenue | ||||
Customer Concentration Risk [Member] | Greater Than 5% Total Trade Receivables [Member] | |||||
Product Information [Line Items] | |||||
Number Of Customer | 4 | 6 | |||
Customer Concentration Risk [Member] | Greater Than 93% Total Trade Receivables [Member] | |||||
Product Information [Line Items] | |||||
Number Of Customer | 4 | 6 |
Business Acquisition (Narrative
Business Acquisition (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
May 24, 2019CAD ($) | May 24, 2019USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020USD ($) | May 24, 2019USD ($) | |
Business Acquisition [Line Items] | ||||||||||||
Purchase consideration of cash from working capital | $ 163,836 | $ 163,836 | $ 121,845 | |||||||||
Financing fees on mortgage | 108,090 | 108,090 | 80,387 | |||||||||
Total purchase price as original offer | 1,767,250 | $ 1,314,304 | ||||||||||
Reimbursement of vendor's expense | 88,496 | $ 65,814 | ||||||||||
Business combination transactions revenues | 109,376 | $ 82,437 | $ 182,098 | $ 137,247 | $ 275,188 | $ 212,473 | ||||||
Business combination transactions expenses | 97,764 | $ 73,685 | $ 288,735 | $ 217,620 | $ 224,331 | $ 173,206 | ||||||
Amount of previously capitalized acquisition costs | $ 118,472 | $ 86,864 | ||||||||||
Land option | 80,000 | $ 80,000 | 80,000 | $ 59,496 | 59,496 | |||||||
Third Party [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase consideration of cash from working capital | $ 1,691,910 | $ 1,691,910 | $ 1,258,273 |
Restricted Cash-Funds Held in_2
Restricted Cash-Funds Held in Trust (Narrative) (Details) - Apr. 03, 2020 | CAD ($) | USD ($) |
Pace Savings & Credit Union Limited (''PACE'') [Member] | ||
Restricted Cash Funds Held in Trust [Line Items] | ||
Repayment of credit facilities | $ 48,788 | $ 34,391 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | |
Intangible Assets [Line Items] | |||||||||||
Fees to register various trademarks | $ 4,355 | $ 3,196 | $ 7,813 | $ 5,733 | $ 14,327 | $ 10,948 | |||||
Amortization of intangible assets | 5,641 | $ 4,128 | 6,321 | $ 4,635 | |||||||
Customer Lists [Member] | |||||||||||
Intangible Assets [Line Items] | |||||||||||
Intangible Assets | 30,400 | 30,400 | $ 22,608 | ||||||||
Accumulated Amortization | $ 7,909 | $ 7,909 | $ 5,804 | $ 1,588 | $ 1,222 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Jan. 10, 2020USD ($)shares | Apr. 02, 2019USD ($)shares | Jan. 08, 2019USD ($)shares | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($)shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||
Unpaid remuneration and expenses included in accounts payable | $ 431,727 | $ 431,727 | $ 329,985 | $ 421,227 | $ 324,303 | ||||||||||
Unpaid remuneration and expenses included in accrued liabilities | 16,000 | 16,000 | 11,741 | 16,000 | 12,318 | ||||||||||
Rent expense | $ 28,763 | $ 34,820 | $ 57,060 | $ 59,061 | |||||||||||
Directors' compensation | 1,853 | 9,748 | 433 | 12,700 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management compensation expense | 332,500 | 665,000 | |||||||||||||
Travellers International Inc. [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fees expense | 45,000 | 32,494 | $ 45,000 | 33,642 | 90,000 | 65,988 | $ 90,000 | 67,491 | |||||||
Interest accrued | 3,584 | 3,584 | 2,630 | ||||||||||||
Interest expense | 2,992 | 2,187 | 920 | 679 | 3,584 | 2,628 | 5,975 | 4,481 | |||||||
Landfill Gas Canada Ltd. [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fees expense | 45,000 | 33,642 | 90,000 | 67,491 | |||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fees expense | 24,000 | 17,331 | 18,000 | 13,456 | 48,000 | 35,194 | 36,000 | 26,996 | |||||||
Director [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Unpaid remuneration and expenses included in accounts payable | $ 4,520 | 3,480 | |||||||||||||
Unpaid remuneration and expenses included in accrued liabilities | $ 3,987 | $ 3,650 | |||||||||||||
Interest expense | 2,244 | 1,678 | 4,463 | 3,347 | |||||||||||
Accrued director compensation | 1,202 | 9,748 | $ 2,237 | 12,700 | $ 1,800 | ||||||||||
Shares to be issued to each of five directors subsequent to period end (Shares) | shares | 20,000 | 20,000 | |||||||||||||
Directors' compensation | 1,000 | 722 | 1,000 | 756 | $ 2,000 | $ 1,466 | 2,000 | 1,500 | |||||||
Haute Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Rent expense | $ 26,130 | $ 18,897 | $ 20,469 | $ 15,298 | $ 49,673 | $ 36,420 | $ 43,067 | $ 32,296 | |||||||
Chief Executive Officer [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Stock issued during period, conversion of units, value | $ 1,000,000 | $ 330,000 | $ 1,000,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Apr. 03, 2020CAD ($) | Apr. 03, 2020USD ($) | Sep. 13, 2017CAD ($) | Sep. 13, 2017USD ($) | Feb. 02, 2017CAD ($) | Feb. 02, 2017USD ($) | Apr. 27, 2020CAD ($) | Apr. 27, 2020USD ($) | Jun. 30, 2020CAD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | Sep. 13, 2017USD ($) | Jun. 15, 2017CAD ($) | Jun. 15, 2017USD ($) | Feb. 02, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Financing fees on mortgage | $ 108,090 | $ 80,387 | |||||||||||||||||||||||
Pace Savings & Credit Union Limited (''PACE'') [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayments of Debt | $ 48,788 | $ 34,391 | |||||||||||||||||||||||
Prepaid expenses and deposits [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayments of Debt | $ 69,224 | $ 50,797 | |||||||||||||||||||||||
Credit facility (a) [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
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 | $ 6,431 | |||||||||||||||||||||||
Credit facility (a) [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Amount Of Personal Guarantee | $ 1,600,000 | $ 1,174,080 | |||||||||||||||||||||||
Credit facility (a) [Member] | President [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Cash Collateral for Borrowed Securities | $ 1,600,000 | $ 1,174,080 | |||||||||||||||||||||||
Credit facility (a) [Member] | Landfill Gas Canada Ltd. [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Shares pledged as security | 3,300,000 | 3,300,000 | 3,300,000 | ||||||||||||||||||||||
Credit facility (a) [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Shares pledged as security | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||
Credit facility (a) [Member] | Director [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Shares pledged as security | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Credit facility (b) [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
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 | $ 440,280 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,901 | $ 3,596 | |||||||||||||||||||||||
Corporate Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
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 | $ 2,732,779 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | 29,711 | $ 21,802 | |||||||||||||||||||||||
Cash collateral for letter of credit | $ 4,000,978 | $ 2,935,918 | |||||||||||||||||||||||
Interest Expense, Debt | $ 108,615 | $ 78,492 | $ 104,201 | $ 77,903 | 211,731 | 155,241 | $ 207,390 | $ 155,522 | |||||||||||||||||
Accrued interest | $ 22,516 | 22,516 | $ 16,522 | $ 162,263 | $ 124,926 | ||||||||||||||||||||
Mortgage Payable [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | is repayable interest only on a monthly basis at an annual rate of the higher of the Royal Bank of Canada's prime rate plus 6.05% per annum | is repayable interest only on a monthly basis at an annual rate of the higher of the Royal Bank of Canada's prime rate plus 6.05% per annum | |||||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 8.50% | 8.50% | |||||||||||||||||||||||
Debt face amount | $ 2,600,000 | 2,600,000 | 1,907,880 | ||||||||||||||||||||||
Financing fees on mortgage | 156,929 | 156,929 | 115,155 | ||||||||||||||||||||||
Long-Lived Assets | 1,898,000 | 1,898,000 | 1,392,753 | ||||||||||||||||||||||
Unamortized finance fees | $ 16,426 | $ 16,426 | $ 12,053 | 97,133 | 74,219 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Interest Expense, Debt | $ 65,000 | $ 46,936 | $ 18,247 | $ 13,683 | $ 130,000 | $ 95,316 | $ 18,247 | $ 13,683 | |||||||||||||||||
Accrued interest | $ 10,570 | $ 10,570 | $ 7,451 | $ 10,570 | $ 8,138 | ||||||||||||||||||||
Canada Emergency Business Account [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from the Canadian Emergency Benefit Account | $ 80,000 | $ 58,704 | |||||||||||||||||||||||
Description Of Terms Of Government Grants | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 31, 2023, maturing December 31, 2025. In addition, if 75% of the loans are repaid by the initial term, December 31, 2022, the Company's Canadian chartered bank will forgive the balance. The CEBA term loan agreements contain a number of positive and negative covenants, for which the Company is in compliance. | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 31, 2023, maturing December 31, 2025. In addition, if 75% of the loans are repaid by the initial term, December 31, 2022, the Company's Canadian chartered bank will forgive the balance. The CEBA term loan agreements contain a number of positive and negative covenants, for which the Company is in compliance. |
Obligations under Capital Lea_3
Obligations under Capital Lease (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | |
Obligations Under Capital Lease [Line Items] | ||||||||
Finance Lease, Interest Expense | $ 8,015 | $ 5,831 | $ 6,529 | $ 4,885 | $ 12,165 | $ 8,920 | $ 11,408 | $ 8,555 |
Capital Lease (a) [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Capital Lease Obligations Incurred | 286,650 | 210,344 | ||||||
Debt Instrument, Periodic Payment | $ 5,840 | $ 4,285 | ||||||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $20,987 ($28,600 CAD), plus applicable harmonized sales taxes on October 31, 2021. | an option to purchase the equipment for a final payment of $20,987 ($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] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Capital Lease Obligations Incurred | $ 247,450 | $ 181,579 | ||||||
Debt Instrument, Periodic Payment | $ 5,118 | $ 3,756 | ||||||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $ 18,110 ($24,680 CAD) plus applicable harmonized sales taxes on February 27, 2022. | an option to purchase the equipment for a final payment of $ 18,110 ($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] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 10,000 | $ 7,338 | ||||||
Capital Lease (c) [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Capital Lease Obligations Incurred | 389,650 | 285,925 | ||||||
Debt Instrument, Periodic Payment | $ 6,852 | $ 5,028 | ||||||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of a nominal amount of $73 ($100 CAD) plus applicable harmonized sales taxes on February 27, 2025. | an option to purchase the equipment for a final payment of a nominal amount of $73 ($100 CAD) plus applicable harmonized sales taxes on February 27, 2025. | ||||||
Debt instrument, interest rate, stated percentage | 3.59% | 3.59% | 3.59% | 3.59% | ||||
Capital Lease (c) [Member] | Initial Deposit [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 19,450 | $ 14,272 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | Mar. 11, 2019USD ($) | Mar. 08, 2019USD ($)DaySecurity | Oct. 17, 2019USD ($)Dayshares | Jul. 19, 2019USD ($)Dayshares | May 23, 2019USD ($)Dayshares | Apr. 24, 2019USD ($) | Jan. 28, 2019USD ($)Day | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Mar. 07, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||
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. | ||||||||||||
Recorded interest and default amounts | $ 149,965 | $ 56,192 | $ 333,447 | $ 67,231 | |||||||||
Accrued interest and default amounts | 276,828 | 276,828 | $ 130,249 | ||||||||||
Convertible promissory note holders converted interest | $ 1,444 | $ 6,455 | |||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | 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 | ||||||||||||
Convertible notes, increase in outstanding balance due to default, percentage | 50.00% | 50.00% | |||||||||||
Convertible notes, increase in outstanding balance due to default, amount | $ 15,000 | ||||||||||||
Converted amount | $ 24,250 | ||||||||||||
Convertible notes, interest rate after default | 24.00% | 24.00% | |||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated January 28, 2019 [Member] | Installment Received One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 | $ 47,000 | ||||||||||||
Number Of Securities | Security | 2 | ||||||||||||
Debt Instrument, Face Amount | $ 1,100,000 | ||||||||||||
Convertible notes, interest rate after default | 24.00% | ||||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory First Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross proceeds from notes | $ 456,000 | ||||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory First Notes [Member] | Investor One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Gross proceeds from notes | $ 250,000 | ||||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Back End Notes [Member] | Investor Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 | ||||||||||||
Converted amount | $ 15,000 | ||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 10,937,000 | ||||||||||||
Convertible notes, interest rate after default | 24.00% | ||||||||||||
Transaction related expenses | $ 45,750 | ||||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated July 19, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
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 | ||||||||||||
Convertible notes, interest rate after default | 24.00% | ||||||||||||
Securities Purchase Agreements [Member] | Convertible Promissory Notes Dated October 17, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||||
Aggregate principal amount | $ 156,000 | ||||||||||||
Net proceeds from unsecured convertible promissory note | $ 129,600 | ||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | ||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 20 | ||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 22,153,000 | ||||||||||||
Transaction related expenses | $ 26,400 |
Loans Payable to Related Part_2
Loans Payable to Related Party (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | |
Loans Payable To Related Party [Line Items] | |||||||||||
Loans payable to related party | $ 73,380 | ||||||||||
Travellers International Inc. [Member] | |||||||||||
Loans Payable To Related Party [Line Items] | |||||||||||
Loans payable to related party | $ 100,000 | $ 100,000 | 73,380 | ||||||||
Related Party Transaction, Rate | 12.00% | 12.00% | |||||||||
Interest accrued | 3,584 | $ 3,584 | $ 2,630 | ||||||||
Interest Expense, Related Party | 2,992 | $ 2,187 | $ 920 | $ 679 | 3,584 | $ 2,628 | $ 5,975 | $ 4,481 | |||
Director [Member] | |||||||||||
Loans Payable To Related Party [Line Items] | |||||||||||
Interest Expense, Related Party | $ 2,244 | $ 1,678 | $ 4,463 | $ 3,347 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - USD ($) | Jan. 10, 2020 | Apr. 02, 2019 | Jan. 08, 2019 | Jun. 29, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Capital Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 64,329,157 | 64,329,157 | 51,784,504 | ||||||
Common Stock, Shares, Outstanding | 64,329,157 | 64,329,157 | 51,784,504 | ||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ 269,780 | ||||||||
Shares issued for professional services | $ 53,000 | ||||||||
Minimum [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Common Stock, Convertible, Conversion Price | $ 0.0036 | $ 0.0036 | $ 0.0176 | ||||||
Maximum [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Common Stock, Convertible, Conversion Price | $ 0.0176 | $ 0.0176 | $ 0.0910 | ||||||
Chief Executive Officer [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Stock issued during period, conversion of units, value | $ 1,000,000 | $ 330,000 | $ 1,000,000 | ||||||
Stock issued during period, shares, conversion of units | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Director [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Shares issued for professional services (Shares) | 80,000 | ||||||||
Shares issued for professional services | $ 39,200 | ||||||||
To two employees each [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Shares issued for professional services (Shares) | 5,000 | ||||||||
To two employees [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Shares issued for professional services | $ 400 | ||||||||
Convertible Promissory Notes Dated January 28, 2019 [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Conversion of Stock, Amount Converted | $ 13,000 | ||||||||
Legal Fees | $ 750 | ||||||||
Common Shares [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 12,074,623 | 9,289,973 | |||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ 86,250 | $ 248,618 | |||||||
Accrued interest and related cost converted | 9,230 | $ 21,162 | |||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes including accrued interest and costs | $ 95,480 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 529,970 | ||||||||
Shares issued for professional services (Shares) | 100,000 | 100,000 | |||||||
Shares issued for professional services | $ 10 | $ 53,000 | |||||||
Shares issued for proceeds previously received (Shares) | 5,000 | 5,000 | |||||||
Proceeds from Issuance of Private Placement | $ 4,600 | ||||||||
Share issue costs | $ 400 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - 6 months ended Jun. 30, 2020 | CAD ($) | USD ($) | USD ($) |
Chief Executive Officer [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | $ 15,000 | $ 10,998 | |
Chief Financial Officer [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 8,000 | 5,866 | |
Haute Inc [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 6,000 | 4,399 | |
Land Lease [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 3,000 | 2,200 | |
Commitments, annual amount | 10,000 | $ 7,338 | |
Letter of Credit [Member] | |||
Other Commitments [Line Items] | |||
Other commitment | $ 276,831 | $ 203,139 |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) - Revenue [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Three Customers [Member] | ||||
Concentration Risk, Percentage | 72.00% | 74.00% | ||
Four Customers [Member] | ||||
Concentration Risk, Percentage | 81.00% | 73.00% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Jul. 08, 2020USD ($)shares | Aug. 04, 2020CAD ($) | Aug. 04, 2020USD ($) | Jun. 30, 2019USD ($) |
Subsequent Event [Line Items] | ||||
Principal balance repaid on related party loans | $ 149,980 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Advance received from from private lender | $ 110,700 | $ 81,232 | ||
Net of financing fee | 4,428 | 3,249 | ||
Claim received for unpaid fees | 395,500 | 290,218 | ||
Travellers [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal balance repaid on related party loans | $ 35,000 | $ 25,683 | ||
Convertible Notes Payable [Member] | January 2019 Investors And March 2019 Investors [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued upon conversion of convertible promissory notes | shares | 4,952,221 | |||
Value of convertible promissory notes converted | $ 33,900 | |||
Accrued interest and related cost converted | 4,727 | |||
Amount of unsecured convertible promissory notes converted | $ 38,627 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Business Acquisition (Details) | 1 Months Ended | ||||
May 24, 2019CAD ($) | May 24, 2019USD ($) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | May 24, 2019USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash | $ 1,855,746 | $ 1,380,118 | |||
Assets acquired | |||||
Accounts receivable | 7,573 | $ 5,632 | |||
Land | 1,898,000 | 1,411,543 | |||
Automotive equipment and machinery | 16,525 | 12,290 | |||
Customer list | 30,400 | 22,608 | |||
Land option | 80,000 | $ 80,000 | $ 59,496 | 59,496 | |
Total Assets acquired | 1,511,569 | ||||
Liabilities assumed | |||||
Accounts payable | 10,977 | 8,164 | |||
Deferred tax liability | 267,109 | 198,649 | |||
Total liabilities assumed | 206,813 | ||||
Net assets acquired | $ 1,754,412 | 1,304,756 | |||
Goodwill | $ 75,362 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) |
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 242,988 | $ 237,271 | ||
Technology License [Member] | ||||
Intangible Assets [Line Items] | ||||
Accumulated Amortization | 1,031 | 931 | ||
Intangible Assets | 970 | 1,070 | ||
Customer Lists [Member] | ||||
Intangible Assets [Line Items] | ||||
Accumulated Amortization | $ 7,909 | 5,804 | $ 1,588 | 1,222 |
Intangible Assets | 22,491 | 16,504 | $ 8,617 | 6,634 |
Trademarks [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | 23,290 | 17,090 | 11,916 | |
Goodwill [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | 101,334 | 74,359 | ||
Environmental compliance approvals [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 182,700 | $ 134,065 | $ 217,651 |
Long-lived Assets, net - Schedu
Long-lived Assets, net - Schedule of Long-lived Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 5,794,243 | |
Accumulated Depreciation | 1,106,151 | |
Net book value | 4,688,092 | $ 4,762,453 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,392,753 | |
Accumulated Depreciation | 0 | |
Net book value | 1,392,753 | 1,425,002 |
Composting buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,238,516 | |
Accumulated Depreciation | 363,257 | |
Net book value | 1,875,259 | 1,965,690 |
Gore cover system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,036,246 | |
Accumulated Depreciation | 263,506 | |
Net book value | 772,740 | 869,864 |
Driveway and paving [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 340,116 | |
Accumulated Depreciation | 75,959 | |
Net book value | 264,157 | 291,427 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 63,479 | |
Accumulated Depreciation | 49,268 | |
Net book value | 14,211 | 22,270 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 683,168 | |
Accumulated Depreciation | 329,257 | |
Net book value | 353,911 | 167,578 |
Officer trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 8,806 | |
Accumulated Depreciation | 6,059 | |
Net book value | 2,747 | 4,268 |
Vacuum trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,503 | |
Accumulated Depreciation | 1,651 | |
Net book value | 3,852 | 4,908 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,486 | |
Accumulated Depreciation | 5,418 | |
Net book value | 1,068 | 1,862 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,751 | |
Accumulated Depreciation | 6,751 | |
Net book value | 0 | 0 |
Automotive equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 9,928 | |
Accumulated Depreciation | 3,924 | |
Net book value | 6,004 | 7,863 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,491 | |
Accumulated Depreciation | 1,101 | |
Net book value | $ 1,390 | $ 1,721 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 5,535,061 | $ 5,793,677 |
Current portion | (5,476,357) | (5,793,677) |
Long-term Debt | 58,704 | $ 0 |
Credit facility (a) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 723,620 | |
Current portion | (723,620) | |
Long-term Debt | 0 | |
Credit facility (b) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 404,678 | |
Current portion | (404,678) | |
Long-term Debt | 0 | |
Corporate Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,452,232 | |
Current portion | (2,452,232) | |
Long-term Debt | 0 | |
Mortgage Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,895,827 | |
Current portion | (1,895,827) | |
Long-term Debt | 0 | |
Canada Emergency Business Account [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 58,704 | |
Current portion | 0 | |
Long-term Debt | $ 58,704 |
Obligations under Capital Lea_4
Obligations under Capital Lease - Schedule of Obligations under Capital Lease (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | $ 420,063 | $ 218,069 |
Less: current portion | (420,063) | (218,069) |
Obligations under Capital Lease-Long-term | 0 | $ 0 |
Capital Lease (a) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 81,172 | |
Less: current portion | (81,172) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (b) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 84,176 | |
Less: current portion | (84,176) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (c) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 254,715 | |
Less: current portion | (254,715) | |
Obligations under Capital Lease-Long-term | $ 0 |
Obligations under Capital Lea_5
Obligations under Capital Lease - Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Jun. 30, 2020USD ($) |
Obligations Under Capital Lease [Abstract] | |
In the six-month period ending December 31, 2020 | $ 78,416 |
In the year ending December 31, 2021 | 164,964 |
In the year ending December 31, 2022 | 82,205 |
In the year ending December 31, 2023 | 60,340 |
In the year ending December 31, 2024 | 60,340 |
In the year ending December 31, 2025 | 5,102 |
Minimum Payments Due | 451,367 |
Less: imputed interest | (31,304) |
Total | $ 420,063 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 1,556,855 | $ 1,406,029 |
Convertible Promissory Notes Dated January 28, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 245,073 | 176,964 |
Unamortized financing costs | 1,918 | |
Convertible Promissory Notes Dated March 7 And March 8, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 753,200 | 724,375 |
Unamortized financing costs | 25,625 | |
Convertible Promissory Notes Dated May 23, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 242,000 | 217,076 |
Unamortized financing costs | 17,924 | |
Convertible Promissory Notes Dated July 19, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 168,411 | 152,589 |
Unamortized financing costs | 1,589 | 17,411 |
Convertible Promissory Notes Dated October 17, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 148,171 | 135,025 |
Unamortized financing costs | $ 7,829 | $ 20,975 |
Loans Payable to Related Part_3
Loans Payable to Related Party - Schedule of Related Party Transactions (Details) | Jun. 30, 2020CAD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) |
Loans payable to related parties | $ 73,380 | |||
Travellers International Inc. [Member] | ||||
Loans payable to related parties | $ 100,000 | $ 73,380 |
Commitments - Schedule of commi
Commitments - Schedule of commitments (Details) | Jun. 30, 2020USD ($) |
Chief Executive Officer And Chief Financial Officer [Member] | |
Other Commitments [Line Items] | |
For the six-month period ending December 31, 2020 | $ 101,264 |
Land Lease [Member] | |
Other Commitments [Line Items] | |
For the six-month period ending December 31, 2020 | 7,338 |
For the year ending December 31, 2021 | 7,338 |
For the year ending December 31, 2022 | 7,338 |
For the year ending December 31, 2023 | 7,338 |
For the year ending December 31, 2024 | 7,338 |
Thereafter | 7,338 |
Contractual Obligation | $ 44,028 |