Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Cover [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 | 89,584,951 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Current Assets | ||
Cash | $ 166,998 | $ 6,457 |
Trade receivables | 67,781 | 182,871 |
Government remittances receivable | 5,832 | 3,746 |
Other receivable | 52,559 | 0 |
Inventory | 45,923 | 24,740 |
Prepaid expenses and deposits | 442,500 | 94,131 |
Deferred assets | 214,704 | 215,953 |
Total Current Assets | 996,297 | 527,898 |
Intangible Assets | 193,158 | 188,180 |
Long-lived Assets, net | 4,918,626 | 5,042,225 |
Long-Term Assets | 5,111,784 | 5,230,405 |
Total Assets | 6,108,081 | 5,758,303 |
Current Liabilities | ||
Accounts payable | 1,111,461 | 1,073,454 |
Government remittances payable | 259,568 | 229,358 |
Accrued liabilities | 979,119 | 1,206,618 |
Advance | 15,460 | |
Deferred revenue | 2,756 | 4,790 |
Current portion of long-term debt | 6,404,823 | 6,327,520 |
Current portion of obligations under capital lease | 177,830 | 375,140 |
Convertible promissory notes | 479,000 | 1,092,100 |
Loan payable to related party | 18,290 | 33,772 |
Total Current Liabilities | 9,432,847 | 10,358,212 |
Long-term debt | 79,520 | 78,540 |
Obligations under capital lease | 176,427 | 0 |
Deferred tax liability | 83,530 | 82,501 |
Total Long-term Liabilities | 339,477 | 161,041 |
Total Liabilities | 9,772,324 | 10,519,253 |
Stockholders' Deficiency | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding | ||
Common stock, $.0001 par value, 150,000,000 authorized, 89,184,951 (2020- 82,860,619) shares issued and outstanding | 8,920 | 8,288 |
Additional paid-in capital | 10,451,369 | 9,045,187 |
Shares to be issued | 66,000 | 8,580 |
Accumulated deficit | (13,775,129) | (13,468,794) |
Accumulated other comprehensive loss | (415,403) | (354,211) |
Stockholders' deficiency | (3,664,243) | (4,760,950) |
Total Liabilities and Stockholders' Deficiency | $ 6,108,081 | $ 5,758,303 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 89,184,951 | 82,860,619 |
Common Stock, Shares, Outstanding | 89,184,951 | 82,860,619 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss | 3 Months Ended | |||
Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020CAD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | |
Revenue | $ 192,660 | $ 350,197 | ||
Cost of Sales | ||||
Opening inventory | 24,740 | 5,389 | ||
Depreciation | $ 172,883 | 136,560 | $ 151,966 | 113,109 |
Less: closing inventory | (45,923) | (4,071) | ||
Total cost of sales | 310,592 | 293,762 | ||
Gross (loss) profit | (117,932) | 56,435 | ||
Operating expenses | ||||
Management compensation-stock- based compensation | 54,259 | |||
Management compensation-fees | 90,049 | 51,357 | ||
Marketing | 45,727 | 2,917 | ||
Professional fees | 64,402 | 81,448 | ||
Interest expense and default amounts | 163,874 | 312,291 | ||
Office and administration | 75,215 | 55,685 | ||
Rent and occupancy | 32,339 | 28,297 | ||
Insurance | 15,002 | 18,179 | ||
Filing fees | 18,959 | 13,880 | ||
Amortization of financing costs | 13,578 | 92,538 | ||
Directors' compensation | 10,664 | (1,420) | ||
Stock-based compensation | 8,073 | |||
Repairs and maintenance | 13,189 | 6,458 | ||
Foreign exchange (income) loss | (12,118) | 150,095 | ||
Total operating expenses | 593,212 | 811,725 | ||
Net loss from operating activities | (711,144) | (755,290) | ||
Other income | 404,809 | 0 | ||
Net loss | (306,335) | (755,290) | ||
Other comprehensive (loss) income | ||||
Foreign exchange (loss) gain | (61,192) | 301,639 | ||
Comprehensive loss | $ (367,527) | $ (453,651) | ||
Net loss per share-basic and diluted (in dollars per share) | $ / shares | $ (0.01) | $ (0.01) | ||
Weighted average number of common shares outstanding- basic and diluted (in shares) | shares | 86,818,361 | 86,818,361 | 57,441,740 | 57,441,740 |
Direct wages and benefits [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 71,059 | $ 76,183 | ||
Equipment rental, delivery, fuel and repairs and maintenance [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 105,893 | 61,302 | ||
Utilities [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 18,263 | 38,277 | ||
Outside contractors [Member] | ||||
Cost of Sales | ||||
Total cost of sales | 3,573 | |||
Cost of Goods and Service Benchmark [Member] | ||||
Cost of Sales | ||||
Total cost of sales | $ 356,515 | $ 297,833 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity | Common Shares [Member]USD ($)shares | Additional Paid-in Capital [Member]USD ($) | Shares to be Issued [Member]USD ($) | Stock Compensation Reserve [Member]USD ($) | Accumulated Deficit [Member]USD ($) | Accumulated Other Comprehensive Income (Loss) [Member]USD ($) | CAD ($) | USD ($) |
Beginning Balance at Dec. 31, 2019 | $ 5,180 | $ 7,450,091 | $ 0 | $ 1,000,000 | $ (11,449,497) | $ (209,792) | $ (3,204,018) | |
Beginning Balance (Shares) at Dec. 31, 2019 | shares | 51,784,504 | |||||||
Shares issued on vesting of 2019 stock awards | $ 100 | 999,900 | (1,000,000) | |||||
Shares issued on vesting of 2019 stock awards (Shares) | 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) | shares | 7,717,326 | |||||||
Shares yet to be issued on issuance of convertible debt | 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 | 0 | (12,204,787) | 91,847 | (3,573,692) | |
Ending Balance (Shares) at Mar. 31, 2020 | shares | 60,501,830 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 5,180 | 7,450,091 | 0 | 1,000,000 | (11,449,497) | (209,792) | (3,204,018) | |
Beginning Balance (Shares) at Dec. 31, 2019 | shares | 51,784,504 | |||||||
Ending Balance at Dec. 31, 2020 | $ 8,288 | 9,045,187 | 8,580 | 0 | (13,468,794) | (354,211) | (4,760,950) | |
Ending Balance (Shares) at Dec. 31, 2020 | shares | 82,860,619 | |||||||
Shares issued for proceeds previously received | $ 40 | 8,540 | (8,580) | 0 | ||||
Shares issued for proceeds previously received (Shares) | shares | 400,000 | |||||||
Shares issued to officers | $ 105 | 216,930 | 217,035 | |||||
Shares issued to officers (Shares) | shares | 1,050,000 | |||||||
Shares issued on conversion of related party debt and accounts payable to equity | $ 100 | 285,544 | 285,644 | |||||
Shares issued on conversion of related party debt and accounts payable to equity (Shares) | shares | 1,005,728 | |||||||
Shares issued on conversion of debt to equity | $ 318 | 713,398 | 713,716 | |||||
Shares issued on conversion of debt to equity (shares) | shares | 3,175,124 | |||||||
Shares issued for professional services | $ 6 | 24,213 | 24,219 | |||||
Shares issued for professional services (Shares) | shares | 63,000 | |||||||
Shares yet to be issued on issuance of convertible debt | 66,000 | 66,000 | ||||||
Shares issued on private placement | $ 63 | 157,557 | $ 200,000 | 157,620 | ||||
Shares issued on private placement (Shares) | shares | 630,480 | |||||||
Other comprehensive loss | (61,192) | (61,192) | ||||||
Net loss | (306,335) | (306,335) | ||||||
Ending Balance at Mar. 31, 2021 | $ 8,920 | $ 10,451,369 | $ 66,000 | $ 0 | $ (13,775,129) | $ (415,403) | $ (3,664,243) | |
Ending Balance (Shares) at Mar. 31, 2021 | shares | 89,184,951 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (306,335) | $ (755,290) |
Adjustments for: | ||
Depreciation | 137,751 | 114,374 |
Amortization of intangible assets | 979 | 551 |
Non-cash professional fees on conversion of debt | 275 | 1,416 |
Non-cash interest expense on conversion of debt | (32,444) | |
Amortization of financing fees | 13,578 | 92,538 |
Stock-based compensation | 62,332 | |
Gain on forgiveness of convertible promissory notes and accrued interest | (359,460) | |
Gain on disposal of long-lived assets | (45,349) | |
Changes in non-cash working capital: | ||
Trade receivables | 116,589 | (66,262) |
Government remittances receivable | (2,027) | 3,777 |
Other receivables | (52,208) | 5,358 |
Inventory | (20,735) | 912 |
Prepaid expenses and deposits | (165,959) | 12,179 |
Deferred assets | 3,916 | |
Accounts payable | 104,781 | 78,407 |
Government remittances payable | 27,166 | 38,518 |
Accrued liabilities | 89,613 | 218,222 |
Deferred revenue | (2,080) | 8,188 |
Net cash used in operating activities | (429,617) | (247,112) |
Cash flows from investing activities | ||
Purchase of intangible assets | (3,593) | (2,574) |
Proceeds on disposal of long-lived assets | 47,394 | |
Adjustments (purchase) of long-lived assets | 45,475 | (50,352) |
Net cash provided by (used in) investing activities | 89,276 | (52,926) |
Cash flows from financing activities | ||
Repayments of advance | (15,548) | (3,147) |
Repayment/advance of long-term debt | (15,217) | 3,686 |
Repayments of obligations under capital lease | (25,393) | (35,856) |
Advances and penalties on convertible promissory notes | 245,000 | 103,441 |
Repayment of convertible promissory notes | (50,000) | |
Advances of loans payable to related parties | 206,654 | 74,430 |
Repayment of loans payable to related parties | (15,798) | |
Proceeds on private placement | 157,620 | |
Net cash provided by financing activities | 487,318 | 142,554 |
Effect of exchange rate on cash | 13,564 | 86,900 |
Increase (decrease) in cash | 160,541 | (70,584) |
Cash and cash equivalents-beginning of period | 6,457 | 7,926 |
Restricted cash-beginning of period | 467,798 | |
Cash and cash equivalents and restricted cash-beginning of period | 6,457 | 475,724 |
Cash and cash equivalents and restricted cash-end of period | 166,998 | 405,140 |
Supplemental Cash Flow Disclosure: | ||
Interest paid | $ 104,705 | $ 51,620 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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 renewables 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. ("SECC"), 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 ("C$"). In the opinion of management, all adjustments necessary for a fair presentation have been included. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
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. The Company incurred a net loss of $306,335 (2020-$755,290) for the three months ended March 31, 2021 and as at that date had a working capital deficit of $8,436,550 (December 31, 2020-$9,830,314) and an accumulated deficit of $13,775,129 (December 31, 2020-$13,468,794) and expects to incur further losses in the development of its business. On February 18, 2021, PACE and the Company reached a new agreement to repay all amounts owing to PACE on or before July 30, 2021. Management continues discussions with equity investors and a Canadian chartered bank to re-finance its remaining obligations to PACE and repay other creditors. 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 | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 and 2019 and their accompanying notes. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments [Text Block] | 4. Financial Instruments The carrying value of cash, trade receivables, other receivables, accounts payable, accrued liabilities and deferred revenue approximated their fair values as of March 31, 2021 and December 31, 2020, due to their short-term nature. The carrying value of the advance, long-term debt, obligations under capital lease, convertible promissory notes and loan 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. The Company is exposed to significant interest rate risk on the current portion of its long-term debt and a portion of its convertible promissory notes of $6,583,823 (C$8,279,455) (2020-$6,327,520; C$8,056,430). Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at March 31, 2021, the Company's credit risk is primarily attributable to cash and trade receivables. As at March 31, 2021, 2021, the Company's cash was held with reputable Canadian chartered banks, a credit union and a United States of America bank. 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 March 31, 2021, the allowance for doubtful accounts was $ nil nil nil nil As at March 31, 2021, the Company is exposed to concentration risk as it had three customers (December 31, 2020-five customers) representing greater than 5% of total trade receivables and three customers (December 31, 2020-five customers) represented 82% (December 31, 2020-96%) 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 82% (39%, 26% and 17%) (March 31, 2020-86%; 27%, 14%, 12%, 12%, 11% and 10%) 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 July 30, 2021 and complete the refinancing of its real property and organic waste processing and 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 C$, the Company realizes a portion of its expenses in United States Dollars ("$"). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at March 31, 2021, $61,849 (December 31, 2020-$527,847, net monetary liabilities) of the Company's net monetary assets were denominated in $. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets [Text Block] | 5. Intangible Assets March 31, 2021 December 31, 2020 Customer lists-limited life-C$12,524) (net of accumulated amortization of $7,298) (C$12,798) (2020-$10,809 (C$13,763) (net of accumulated amortization of $9,078 (C$11,559)) $ 9,959 $ 10,809 Trademarks-indefinite life-C$47,682 37,916 33,878 Environmental compliance approvals-indefinite life- C$182,700 145,283 143,493 $ 193,158 $ 188,180 For the three-month period ended March 31, 2021, the Company incurred fees in connection with various trademarks in the United States and Canada, in the amount $3,616 (C$4,547) (December 31, 2020-$21,723; C$27,658). 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 (C$30,400) relating to certain municipal contracts. These customer lists are being amortized over terms ranging from forty-five to sixty-six months. During the three -month period ended March 31, 2021, amortization of $979 (C$1,239) (2020-$506; $C680), disclosed under office and administration in the statements of operations and comprehensive loss and under amortization of intangible assets in the statements of cash flows. |
Long-lived Assets, net
Long-lived Assets, net | 3 Months Ended |
Mar. 31, 2021 | |
Long lived Assets net [Abstract] | |
Long-lived Assets, net [Text Block] | 6. Long-lived Assets, net March 31, 2021 December 31, 2020 Cost Accumulated Net book value Net book value depreciation Land $ 1,676,282 $ — $ 1,676,282 $ 1,655,623 Composting buildings 2,411,141 503,964 1,907,177 1,965,959 Gore cover system 1,119,659 369,777 749,882 771,622 Driveway and paving 368,576 104,430 264,146 268,171 Machinery and equipment 180,172 89,414 90,758 99,227 Equipment under capital lease 740,331 520,278 220,053 269,116 Office trailer 9,542 8,712 830 1,527 Vacuum trailer 5,964 3,131 2,833 3,240 Computer equipment 7,029 6,909 120 385 Automotive equipment 9,168 5,043 4,125 4,754 Signage 4,250 1,830 2,420 2,601 $ 6,532,114 $ 1,613,488 $ 4,918,626 $ 5,042,225 Depreciation is disclosed in cost of sales in the amount of $136,560 (C$172,883) (2020-$113,109; C$151,966) and in office and administration in the amount of $1,191 (C$1,508) (2020-$1,267; C$1,702), in the interim condensed consolidated statements of operations and comprehensive loss. In addition, under deferred assets in the interim condensed consolidated balance sheets is an accrual in the amount of $214,704 ($C270,000) (December 31, 2020-$215,953; C$274,959), for certain long-lived assets not received by March 31, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 7. Related Party Transactions For three-month period ended March 31, 2021, the Company incurred $71,091 (C$90,000) (2020-$33,494; C$45,000), 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"); and $18,958 (C$24,000) (2020-$17,863; C$24,000) in management fees expense with the Company's chief financial officer (the "CFO"). As at March 31, 2021, unpaid remuneration and unpaid expenses in the amount of $388,948 (C$489,120) (December 31, 2020-$396,160; C$504,405) is included in accounts payable in the interim condensed consolidated balance sheets. In addition, during the three-month period ended March 31, 2021, the Company incurred interest expense of $ nil nil For the three-month period ended March 31, 2021, the Company incurred $21,165 (C$26,795) (2020-$17,523; C$23,543) in rent expense paid under a lease agreement with Haute Inc. ("Haute"), an Ontario company controlled by the CEO. For those independent directors providing their services throughout 2021, the Company accrued directors' compensation to each director in the amount of $4,937 (C$6,250), in total, $9,874 (C$12,500) (2020-($2,164)). Also included in directors' compensation for the three-month period ended March 31, 2021, is the audit committee chairman's fees, in the amount of $790 (C$1,000) (2020-$744; C$1,000). As at March 31, 2021, outstanding directors' compensation of $24,991 (C$31,427) (December 31, 2020-$2,663; C$3,390) is included in accounts payable and $28,714 (C$36,109) (December 31, 2020-$37,244; C$47,421) is included in accrued liabilities, in the interim condensed consolidated balance sheets. Furthermore, for the three-month period ended March 31, 2021, the Company recognized management stock-based compensation expense of $54,259, on the common stock issued to the CEO and the CFO, 1,000,000 and 50,000 common stock, respectively, on commencement of their new executive consulting agreements, effective January 1, 2021. The total stock-based compensation on the issuance of the common stock totaled $217,035. The portion to be expensed for the balance of the year, $162,776 is included in prepaid expenses and deposits in the interim condensed consolidated balance sheets. |
Advance
Advance | 3 Months Ended |
Mar. 31, 2021 | |
Loans Payable [Abstract] | |
Advances [Text Block] | 8. Advance On August 4, 2020, the Company received an advance in the amount of $82,992 (C$110,700) from a private lender. The advance was repayable weekly at an amount of $4,881 (C$6,138). The amount was paid in full on January 26, 2021. For the three-month period ended March 31, 2021, the Company incurred interest charges of $697 (C$883) (2020-$ nil nil |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 9. Long-Term Debt Credit Credit Corporate Mortgage Canada Emergency March 31, December 31, Facility Facility Term Loan Payable Business Account 2021 Total 2020 Total (a) (b) (c) (d) (e) Long-Term Debt $ 771,593 $ 431,478 $ 2,614,803 $ 2,586,949 $ 79,520 $ 6,484,343 $ 6,406,060 Current portion (771,593 ) (431,478 ) (2,614,803 ) (2,586,949 ) — $ (6,404,823 ) (6,327,520 ) Long-term portion $ — $ — $ — $ — $ 79,520 $ 79,520 $ 78,540 On February 18, 2021, PACE and the Company reached a new agreement to repay all amounts owing to PACE on or before July 30, 2021. Management continues discussions with equity investors and a Canadian chartered bank to re-finance its remaining obligations to PACE and repay other creditors. In addition, the letter of credit the Company has with PACE in favor of the Ministry of the Environment, Conservation and Parks (the "MECP"), was renewed and will remain in effect to September 30, 2021, unless terminated by PACE. On April 3, 2020, the shares previously pledged as security to PACE, were released and are currently held as security for the personal guarantee from the CEO and charge against the Haute leased premises. 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 $6,969 (C$8,764) and matures on September 2, 2022. $1,272,320 (C$1,600,000), is secured by a business loan general security agreement, a $1,256,640 (C$1,600,000) personal guarantee from the CEO and a charge against the Haute leased premises. Also pledged as security are the shares of the wholly-owned subsidiaries, and a limited recourse guarantee against each of these parties. As noted above, the pledged shares were delivered by PACE and are currently held as security for the personal guarantee from the CEO and charge against the Haute leased premises. 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 $477,120 (C$600,000), 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 $3,897 (C$4,901), 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 $2,961,442 (C$3,724,147), 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 $23,626 (C$29,711), 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 $3,181,578 (C$4,000,978) 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. For the three-month period ended March 31, 2021, $77,265 (C$97,816) (2020-$76,749; C$103,116) in interest was incurred on the PACE long-term debt. As at March 31, 2021 $42,686 (C$53,680) (December 31, 2020-$18,319; C$23,325) in accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. (d) st $2,624,160 (C$3,300,000) (December 31, 2020-$2,591,820; C$3,300,000). The 1 st in the interim condensed consolidated balance sheets with a carrying value of $1,676,282 (C$2,108,000) and a general assignment of rents. Financing fees on the mortgage totaled $179,478 (C$225,702). As at March 31, 2021 $42,418 (C$53,342) (December 31, 2020-$36,215; C$46,110) of accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. In addition, as at March 31, 2021 there is $37,211 (C$46,794) (December 31, 2020-$50,253; C$63,984) of unamortized finance fees included in long-term debt in the interim condensed consolidated balance sheets. For the three-month period ended March 31, 2021, $62,530 (C$79,162) (2020-$48,380; C$65,000) in interest was incurred on the mortgage payable. (e) The Company has received a total of $79,520 (C$100,000) 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 not in full compliance. |
Obligations under Capital Lease
Obligations under Capital Lease | 3 Months Ended |
Mar. 31, 2021 | |
Obligations Under Capital Lease [Abstract] | |
Obligations under Capital Lease [Text Block] | 10. Obligations under Capital Lease March 31, December 31, 2021 2020 (a) (b) (c) Total Total Obligations under Capital Lease $ 53,726 $ 61,879 $ 238,652 $ 354,257 $ 375,140 Less: current portion (53,726 ) (61,879 ) (62,225 ) (177,830 ) (375,140 ) Long-term portion $ — $ — $ 176,427 $ 176,427 $ — Refer also to going concern, note 2. (a) The lease agreement for certain equipment for the Company's organic waste processing and composting facility at a cost of $ (C$ ), is payable in monthly blended installments of principal and interest of $ (C$ ), plus applicable harmonized sales taxes and The lease agreement bears interest at the rate of % 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 $196,772 (C$247,450 ), is payable in monthly blended installments of principal and interest of $4,070 (C$5,118), plus applicable harmonized sales taxes for a period of forty-six months plus the first two monthly blended installments of $7,952 (C$10,000) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of $ 19,626 (C$24,680) 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 waste processing and composting facility at a cost of $309,850 (C$389,650), is payable in monthly blended installments of principal and interest of $5,449 (C$6,852), plus applicable harmonized sales taxes for a period of fifty-nine months plus an initial deposit of $15,467 (C$19,450) plus applicable harmonized sales taxes and an option to purchase the equipment for a final payment of a nominal amount of $80 (C$100) 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 6. Minimum lease payments as per the original terms of the obligations under capital lease are as follows: In the nine-month period ending December 31, 2021 $ 150,440 In the year ending December 31, 2022 89,084 In the year ending December 31, 2023 65,389 In the year ending December 31, 2024 65,389 In the year ending December 31, 2025 5,529 375,831 Less: imputed interest (21,574 ) Total $ 354,257 For the three-month period ended March 31, 2021, $4,093 (C$5,181) (2020-$3,089; C$4,150) in interest was incurred. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes [Text Block] | 11. Convertible Promissory Notes March 31, 2021 December 31, 2020 (a) Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $ nil nil $ 300,000 $ 491,500 (b) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $ nil nil — 242,000 (c) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ nil nil — 187,000 (d) Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $ nil nil — 171,600 (e) Convertible promissory note-March 31, 2021 (net of unamortized financing costs of $96,000 (2020-$nil) 179,000 — $ 479,000 $ 1,092,100 (a) 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 were 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 the Company. 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 were cancelled. Since the March 2019 Investor Notes were not repaid by their March 7, 2020 and March 8, 2020 maturity dates, they were 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. On December 24, 2020, one of the two March 2019 Investors accepted a payment of $165,000 $119,983, $68,085, On January 19, 2021, the remaining March 2019 Investor and the Company reached an agreement for payment in full of all obligations due and owing under its March 2019 Investor Notes by payments totaling $550,000, $50,000 paid on January 20, 2021, $200,000 on or before March 1, 2021, which was converted to 1,075,124 common shares on March 11, 2021 and $300,000 on or before March 31, 2021. The payment due on or before March 31, 2021 was extended to April 29, 2021. As of May 21, 2021, this amount has not been paid. This March 2019 Investor converted a total of $135,000 of one of his March 2019 Investor Notes for 1,075,124 common shares as noted above, including accrued interest of $32,444 (December 31, 2020-$91,802). The balance of the convertible promissory note was forgiven by the March 2019 Investor resulting in a forgiveness of debt of $135,641, including accrued interest of $129,141, disclosed under other income in the interim condensed consolidated financial statements. (b) 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 was 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 % 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 (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 were cancelled. As a result of the January 2019 Investor Notes and the March 2019 Investor Notes not having been repaid by their respective due dates, these defaults resulted in the interest rate on the May 2019 Investor Note increasing from 12% to 24% annually, effective January 28, 2020 and the principal balance of the May 2019 Investor Note increasing by 10% on May 23, 2020. During the three-month period ended March 31, 2021, the May 2019 Investor converted a total of $ nil (c) 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 was 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 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 were cancelled. 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, these defaults resulted in the interest rate on the July 2019 Investor Note increasing from 12% to 24% annually, effective January 28, 2020 and the principal balance of the July 2019 Investor Note increasing by 10% on July 19, 2020. On January 21, 2021, the July 2019 Investor converted the remaining balance of his July 2019 Investor Note for 653,846 common shares of the company. This satisfies in full all obligations due and owing under the July 2019 Investor Note. This resulted in a gain on forgiveness of debt of $69,882, including accrued interest of $52,882, disclosed as other income in the interim condensed consolidated statements of operations and comprehensive loss (d) On 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 was 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 were cancelled. As a result of the January 2019 Investor Notes, the March 2019 Investor Notes, the May 2019 Investor Note and the July 2019 Investor Note not having been repaid by their respective due dates, these defaults resulted in the interest rate on the October 2019 Investor Note increasing from 12% to 24% annually, effective January 28, 2020. On January 21, 2021, the October 2019 Investor converted the remaining balance of its October 2019 Investor Note for 600,000 common shares of the company. This satisfies in full all obligations due and owing under the October 2019 Investor Note. This resulted in a gain on forgiveness of debt of $58,591, including accrued interest of $42,991, disclosed as other income in the interim condensed consolidated statements of operations and comprehensive loss. (e) On March 31, 2021, the Company entered into a securities purchase agreement (the "March 2021 SPA") with one investor (the "March 2021 Investor") pursuant to which the Company issued to the March 2021 Investor one 10% unsecured convertible promissory note (the "March 2021 Investor Note") in the principal amount of $275,000. On this date, the Company received proceeds of $245,000, net of transaction related expenses of $30,000. In addition, the March 31, 2021 Investor was issued 200,000 common shares immediately subsequent to the issue date, determined to be valued at $66,000, based on the closing trading price at the time. The maturity date of the March 2021 Investor Note is September 30, 2021. The March 2021 Investor Note bears interest at a rate of ten percent (10%) per annum (the "March 2021 Interest Rate"), which shall be paid by the Company to the March 2021 Investor in Common Stock at any time the March 2021Investor sends a notice of conversion to the Company. The March 2021 Investor is entitled to, at its option, convert all or any amount of the principal amount and any accrued but unpaid interest of the March 2021 Investor Note into Common Stock, at a conversion price of $0.20 per share. The original terms of the March 31, 2021 Investor Note may be prepaid until 180 days from its issue date at a prepayment premium of 125%. The original terms of the convertible promissory notes described in paragraphs (a) through (e) 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 onthe 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. 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-month period ended March 31, 2021, the Company recorded interest of $14,756 (2020-$183,482, interest and default amounts). As at March 31, 2021, $nil (December 31, 2020-$316,048) of accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. In addition, during the three-month period ended March 31, 2021, $32,444 (2020-$5,311) of accrued interest was converted. Refer also to going concern, note 2. |
Loan Payable to Related Party
Loan Payable to Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Loans Payable to Related Party [Abstract] | |
Loan Payable to Related Party [Text Block] | 12. Loan Payable to Related Party March 31, 2021 December 31, 2020 Director $ 18,290 $ 33,772 The balance owing to director, is unsecured, non-interest bearing and due on demand. During the three-month period ended March 31, 2021, the director's company, Travellers, converted a total of $205,321 (C$261,620) (December 31, 2020-$ nil nil |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Capital Stock [Text Block] | 13. Capital Stock As at March 31, 2021, the Company had 150,000,000 common shares authorized with a par value of $.0001 per share and 89,184,951 (2020-82,860,619) common shares issued and outstanding. For the three-month period ended March 31, 2021, the Company issued 3,175,124 common shares on the conversion of convertible promissory notes, in the amount of $713,716, including accrued interest and related costs of $32,716. The share conversion prices ranged from $0.156 to $0.26 per share. The Company also issued 1,005,728 common shares on the conversion of loans payable and accounts payable to related party (Travellers), in the amount of $285,644 (C$363,320). In addition, the Company raised $157,620 (C$200,000) on a private place for 630,480 common shares at an issue price of $0.25 per share. Further, 63,000 common shares of the Company were issued for professional services valued at $24,219, based on the closing trading prices on issuance, disclosed as stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss. On March 31, 2021, the Company issued a convertible promissory note to an investor, the March 2021 Investor, and issued, subsequent to March 31, 2021, 200,000 common shares, representing financing fees valued at $66,000, based on the closing trading price on issuance, disclosed under note 11(e), convertible promissory notes. On January 4, 2021, the Company issued 1,000,000 common shares to the CEO and 50,000 common shares to the CFO in connection with their executive consulting agreements, valued at $217,035, based on the closing trading price on issuance. Included under management stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss, is an amount of $54,259, representing that portion of the stock-based compensation for the period. Also, on January 4, 2021, the Company issued 400,000 common shares on proceeds previously received on a conversion of debt in December 2020. During the year ended December 31, 2020, the convertible promissory note holders converted a total of $181,058 of their convertible notes, including accrued interest and related costs of $20,910 for 27,118,109 common shares. The share conversion prices ranged from $0.0036 to $0.0176 per share. On December 31, 2020, the Company issued 287,984 (2019-80,000 common shares) in the amount $60,670 to certain independent directors for their 2019 and 2020 services. In addition, the Company issued a total of 15,000 common shares to employees in the amount of $2,550 and 3,184,992 common shares on the conversion of loans payable to related party. The Company canceled the 529,970 shares previously held by BDO Canada Limited, whose shares were returned to the Company on April 1, 2020, in the amount of $7,036. Further, on January 10, 2020, the CEO's remaining RSUs were exchanged into 1,000,000 common shares of the Company. In addition, on December 21, 2020, the Company received a notice of conversion from one of the January 2019 Investors in the amount of $7,830 plus legal fees of $750. The 400,000 common shares on this conversion were issued on January 4, 2021, as noted above. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments [Text Block] | 14 Commitments a) Effective January 1, 2021, new executive consulting agreements were finalized for the services of the CEO and the CFO, for two years and one year, respectively. The CEO's monthly fee is $23,856 (C$30,000) for 2021 and 2022 $31,808 (C$40,000) for 2022 and for the CFO $6,362 (C$8,000). The future minimum commitment under these consulting agreements, is as follows: For the nine-month period ending December 31, 2021 $ 271,962 For the year ended December 31, 2022 381,696 $ 653,658 b) The Company has agreed to lease its office premises from Haute on a month-to-month basis, at the monthly rate of $5,566 (C$7,000). 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 $2,386 (C$3,000) 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, in 2019, there are no future commitments for this lease. The Company is responsible 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 $7,952 (C$10,000). The future minimum commitment is as follows: For the nine-month period ending December 31, 2021 $ 7,952 For the year ending December 31, 2022 7,952 For the year ending December 31, 2023 7,952 For the year ending December 31, 2024 7,952 For the year ending December 31, 2025 7,952 $ 39,760 d) On February 10, 2021, the Company signed an Agreement of Purchase and Sale (the "APS") for certain assets located in Hamilton, Ontario for $3,578,400 (C$4,500,000), including a vendor take-back mortgage of $1,590,400 (C$2,000,000) at an annual interest rate of 2% maturing two years after closing. A deposit of $159,040 (C$200,000) was paid by the Company on February 10, 2021. The APS was amended on April 8, 2021, to revise the closing date to June 4, 2021, subject to successful completion of the due diligence process and the completion of the Phase II Environmental Site Assessment at a cost of $39,601 (C$49,800), plus applicable harmonized sales taxes, expected on or before May 19, 2021. O n May 20, 2021, the Company and the vendor signed a waiver and amending agreement, waiving the due diligence process and revising the closing date to June 16, 2021. PACE has provided the Company a letter of credit in favor of the MECP in the amount of $220,136 (C$276,831) 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 waste processing and 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 processing and composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. The Company is currently updating its financial assurance with the MECP. As a result of audits conducted by the MECP in December of 2020, the Company has accrued estimated and actual costs for corrective measures as a result of the MECP's audits totaling $630,171 (C$792,469). Of this accrual, $56,544 (C$71,584) has been charged to operations in the current period. The balance of $214,704 (C$270,000) is disclosed as deferred assets. As at March 31, 2021, the MECP has not drawn on the letter of credit. The letter of credit was renewed and will remain in effect to September 30, 2021, unless terminated by PACE. |
Other Income
Other Income | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income [Text Block] | 15. Other Income March 31, 2021 March 31, 2020 (a) Gain on forgiveness of convertible promissory notes $ 359,460 $ — (b) Gain on disposal of long-lived assets 45,349 — $ 404,809 $ — (a) And on January 20, 2021, the May 2019 Investor, the July 2019 Investor and the October 2019 Investor accepted in full 2,100,000 common shares of the Company representing payment in full of all obligations due and owing under their convertible promissory notes. This resulted in a gain on forgiveness of convertible promissory notes of $223,819, including accrued interest of $169,219. Refer to note 11(b) (c) and (d), convertible promissory notes. (b) |
Economic Dependence
Economic Dependence | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Economic Dependence [Text Block] | 16. Economic Dependence The Company generated 82% of its revenue from three customers, during the three-month period ended March 31, 2021 (2020-86% from six customers). |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2021 | |
Legal Proceeding [Abstract] | |
Legal Proceedings [Text Block] | 17. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows. The Company has a claim against it for unpaid legal fees in the amount $51,880 (C$65,241). The amount is included in accounts payable on the Company's consolidated balance sheets. On September 24, 2020, the Company filed a statement of claim against the former chief executive officer and his company, LFGC, which was defended and counterclaimed. The Company's claim relates to damages for breach of contract, non-performance of contractual duties, breach of fiduciary duty, misrepresentation and breach of a duty of fidelity in the amount of $795,200 (C$1,000,000). On October 26, 2020, the Company received a statement of defense and counterclaim from the defendants in response to the Company's statement of claim. The defendants are seeking $408,852 (C$514,150) in special damages and $397,600 (C$500,000) in punitive and exemplary damages. The Company filed its reply and defense to counterclaim on November 13, 2020. The plaintiffs by counterclaim filed their defense to counterclaim on November 23, 2020, denying all claims in the Company's reply and defense to counterclaim. Included in accounts payable on the Company's interim condensed consolidated balance sheets is an amount for unpaid fees to the former chief executive officer in the amount of $314,502 (C$395,500). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
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 April 1, 2021, the Company entered into a securities purchase agreement with an investor (the "April 2021 Investor"), in which the Company issued a 10% unsecured convertible promissory note in the aggregate principal amount of $275,000 to the April 2021 Investor, due September 30, 2021, convertible at any time after issuance at a per share price at $0.20. In addition, the April 2021 Investor received 200,000 common shares of the Company on issuance. On April 5, 2021, the Company received $245,000, net of transaction related expenses of $30,000. (b) On April 7, 2021, the Company paid the final deposit of $35,142 (C$44,193) for the purchase of the truck and hauling trailer and took delivery on April 8, 2021. The balance of the purchase price $159,040 (C$200,000) was financed over forty-eight months at a monthly repayment amount of $3,659 (C$4,601). (c) On May 7, 2021, the Company received a signed letter of intent for the purchase of the shares of two corporations which own proprietary processes, manufacture liquid organic fertilizers and other products. The total purchase price will be $15,904,000 (C$20,000,000) consisting of fifty percent in cash and fifty percent in common stock of the Company. The transaction is set to close on August 31, 2021. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets [Table Text Block] | March 31, 2021 December 31, 2020 Customer lists-limited life-C$12,524) (net of accumulated amortization of $7,298) (C$12,798) (2020-$10,809 (C$13,763) (net of accumulated amortization of $9,078 (C$11,559)) $ 9,959 $ 10,809 Trademarks-indefinite life-C$47,682 37,916 33,878 Environmental compliance approvals-indefinite life- C$182,700 145,283 143,493 $ 193,158 $ 188,180 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long lived Assets net [Abstract] | |
Schedule of long-lived assets [Table Text Block] | March 31, 2021 December 31, 2020 Cost Accumulated Net book value Net book value depreciation Land $ 1,676,282 $ — $ 1,676,282 $ 1,655,623 Composting buildings 2,411,141 503,964 1,907,177 1,965,959 Gore cover system 1,119,659 369,777 749,882 771,622 Driveway and paving 368,576 104,430 264,146 268,171 Machinery and equipment 180,172 89,414 90,758 99,227 Equipment under capital lease 740,331 520,278 220,053 269,116 Office trailer 9,542 8,712 830 1,527 Vacuum trailer 5,964 3,131 2,833 3,240 Computer equipment 7,029 6,909 120 385 Automotive equipment 9,168 5,043 4,125 4,754 Signage 4,250 1,830 2,420 2,601 $ 6,532,114 $ 1,613,488 $ 4,918,626 $ 5,042,225 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments [Table Text Block] | Credit Credit Corporate Mortgage Canada Emergency March 31, December 31, Facility Facility Term Loan Payable Business Account 2021 Total 2020 Total (a) (b) (c) (d) (e) Long-Term Debt $ 771,593 $ 431,478 $ 2,614,803 $ 2,586,949 $ 79,520 $ 6,484,343 $ 6,406,060 Current portion (771,593 ) (431,478 ) (2,614,803 ) (2,586,949 ) — $ (6,404,823 ) (6,327,520 ) Long-term portion $ — $ — $ — $ — $ 79,520 $ 79,520 $ 78,540 |
Obligations under Capital Lea_2
Obligations under Capital Lease (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Obligations Under Capital Lease [Abstract] | |
Schedule of obligations under capital lease [Table Text Block] | March 31, December 31, 2021 2020 (a) (b) (c) Total Total Obligations under Capital Lease $ 53,726 $ 61,879 $ 238,652 $ 354,257 $ 375,140 Less: current portion (53,726 ) (61,879 ) (62,225 ) (177,830 ) (375,140 ) Long-term portion $ — $ — $ 176,427 $ 176,427 $ — |
Schedule of future minimum lease payments for capital leases [Table Text Block] | In the nine-month period ending December 31, 2021 $ 150,440 In the year ending December 31, 2022 89,084 In the year ending December 31, 2023 65,389 In the year ending December 31, 2024 65,389 In the year ending December 31, 2025 5,529 375,831 Less: imputed interest (21,574 ) Total $ 354,257 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible promissory notes [Table Text Block] | March 31, 2021 December 31, 2020 (a) Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $ nil nil $ 300,000 $ 491,500 (b) Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $ nil nil — 242,000 (c) Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $ nil nil — 187,000 (d) Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $ nil nil — 171,600 (e) Convertible promissory note-March 31, 2021 (net of unamortized financing costs of $96,000 (2020-$nil) 179,000 — $ 479,000 $ 1,092,100 |
Loan Payable to Related Party (
Loan Payable to Related Party (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Loans Payable to Related Party [Abstract] | |
Schedule of related party transactions [Table Text Block] | March 31, 2021 December 31, 2020 Director $ 18,290 $ 33,772 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
The CEO and the CFO [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the nine-month period ending December 31, 2021 $ 271,962 For the year ended December 31, 2022 381,696 $ 653,658 |
Astoria Organic Matters Ltd. [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the nine-month period ending December 31, 2021 $ 7,952 For the year ending December 31, 2022 7,952 For the year ending December 31, 2023 7,952 For the year ending December 31, 2024 7,952 For the year ending December 31, 2025 7,952 $ 39,760 |
Other Income (Tables)
Other Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other income [Table Text Block] | March 31, 2021 March 31, 2020 (a) Gain on forgiveness of convertible promissory notes $ 359,460 $ — (b) Gain on disposal of long-lived assets 45,349 — $ 404,809 $ — |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Going Concern [Abstract] | |||
Net loss | $ (306,335) | $ (755,290) | |
Working capital deficit | 8,436,550 | $ 9,830,314 | |
Accumulated deficit | $ (13,775,129) | $ (13,468,794) |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021CAD ($)Customer | Mar. 31, 2020 | Dec. 31, 2020CAD ($)Customer | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Product Information [Line Items] | |||||
Current portion of long term debt and convertible promissory notes | $ 8,279,455 | $ 8,056,430 | $ 6,583,823 | $ 6,327,520 | |
Allowance for doubtful accounts | |||||
Concentration Risk, Customer | As at March 31, 2021, the Company is exposed to concentration risk as it had three customers (December 31, 2020-five customers) representing greater than 5% of total trade receivables and three customers (December 31, 2020-five customers) represented 82% (December 31, 2020-96%) 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 82% (39%, 26% and 17%) (March 31, 2020-86%; 27%, 14%, 12%, 12%, 11% and 10%) of total revenue. | ||||
Net monetary assets denominated in USD | $ | $ 61,849 | ||||
Net monetary liabilities denominated in USD | $ | $ 527,847 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 82.00% | 96.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 82.00% | 86.00% | |||
Concentration Risk, Benchmark Description | 10% or more of the Company's total revenue | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 39.00% | 27.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 26.00% | 14.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | 12.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Four [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 12.00% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Five [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Six [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Customer Concentration Risk [Member] | Greater Than 5% Total Trade Receivables [Member] | |||||
Product Information [Line Items] | |||||
Number Of Customer | Customer | 3 | 5 | |||
Customer Concentration Risk [Member] | Greater Than 82% Total Trade Receivables [Member] | |||||
Product Information [Line Items] | |||||
Number Of Customer | Customer | 3 | 5 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | May 24, 2019CAD ($) | May 24, 2019USD ($) | |
Intangible Assets [Line Items] | ||||||||
Fees to register various trademarks | $ 4,547 | $ 3,616 | $ 27,658 | $ 21,723 | ||||
Customer Lists [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Intangible Assets | $ 30,400 | $ 22,608 | ||||||
Amortization of Intangible Assets | $ 1,239 | $ 979 | $ 680 | $ 506 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) | Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) |
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 193,158 | $ 188,180 | ||
Customer Lists [Member] | ||||
Intangible Assets [Line Items] | ||||
Accumulated Amortization | $ 12,798 | 7,298 | $ 11,559 | 9,078 |
Intangible Assets | 12,524 | 9,959 | $ 13,763 | 10,809 |
Trademarks [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | 47,682 | 37,916 | 33,878 | |
Environmental compliance approvals [Member] | ||||
Intangible Assets [Line Items] | ||||
Intangible Assets | $ 182,700 | $ 145,283 | $ 143,493 |
Long-lived Assets, net (Narrati
Long-lived Assets, net (Narrative) (Details) | 3 Months Ended | ||||||
Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | |
Long lived Assets net [Abstract] | |||||||
Depreciation disclosed in cost of sales | $ 172,883 | $ 136,560 | $ 151,966 | $ 113,109 | |||
Office and administration | 1,508 | $ 1,191 | $ 1,702 | $ 1,267 | |||
Deferred assets | $ 270,000 | $ 214,704 | $ 274,959 | $ 215,953 |
Long-lived Assets, net - Schedu
Long-lived Assets, net - Schedule of long-lived assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 6,532,114 | |
Accumulated Depreciation | 1,613,488 | |
Net book value | 4,918,626 | $ 5,042,225 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,676,282 | |
Accumulated Depreciation | 0 | |
Net book value | 1,676,282 | 1,655,623 |
Composting buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,411,141 | |
Accumulated Depreciation | 503,964 | |
Net book value | 1,907,177 | 1,965,959 |
Gore cover system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,119,659 | |
Accumulated Depreciation | 369,777 | |
Net book value | 749,882 | 771,622 |
Driveway and paving [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 368,576 | |
Accumulated Depreciation | 104,430 | |
Net book value | 264,146 | 268,171 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 180,172 | |
Accumulated Depreciation | 89,414 | |
Net book value | 90,758 | 99,227 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 740,331 | |
Accumulated Depreciation | 520,278 | |
Net book value | 220,053 | 269,116 |
Officer trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 9,542 | |
Accumulated Depreciation | 8,712 | |
Net book value | 830 | 1,527 |
Vacuum trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,964 | |
Accumulated Depreciation | 3,131 | |
Net book value | 2,833 | 3,240 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 7,029 | |
Accumulated Depreciation | 6,909 | |
Net book value | 120 | 385 |
Automotive equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 9,168 | |
Accumulated Depreciation | 5,043 | |
Net book value | 4,125 | 4,754 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 4,250 | |
Accumulated Depreciation | 1,830 | |
Net book value | $ 2,420 | $ 2,601 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | Jan. 04, 2021USD ($)shares | Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Unpaid remuneration and expenses included in accounts payable | $ 489,120 | $ 388,948 | $ 504,405 | $ 396,160 | ||||
Rent expense | $ 32,339 | $ 28,297 | ||||||
Director compensation | 10,664 | (1,420) | ||||||
Management compensation-stock- based compensation | $ 54,259 | 54,259 | ||||||
Shares issued to officers | 217,035 | |||||||
Prepaid expenses and deposits | 162,776 | |||||||
Travellers International Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees expense | 90,000 | 71,091 | $ 45,000 | 33,494 | ||||
Interest expense | 592 | 441 | ||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees expense | $ 24,000 | $ 18,958 | 24,000 | 17,863 | ||||
Shares issued to officers (Shares) | shares | 50,000 | 50,000 | 50,000 | |||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Unpaid remuneration and expenses included in accounts payable | $ 31,427 | 24,991 | 3,390 | 2,663 | ||||
Unpaid remuneration and expenses included in accrued liabilities | 36,109 | 28,714 | $ 47,421 | $ 37,244 | ||||
Accrued director compensation | 6,250 | $ 4,937 | ||||||
Director compensation | 1,000 | 790 | 1,000 | 744 | ||||
Total accrued director compensation | 12,500 | 2,164 | $ 9,874 | |||||
Haute Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent expense | 26,795 | 21,165 | $ 23,543 | $ 17,523 | ||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees expense | $ 395,500 | $ 314,502 | ||||||
Shares issued to officers (Shares) | shares | 1,000,000 | 1,000,000 | 1,000,000 |
Advance (Narrative) (Details)
Advance (Narrative) (Details) - Loan Payable [Member] - Private Lender [Member] | Aug. 04, 2020CAD ($) | Aug. 04, 2020USD ($) | Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Aug. 04, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Advance amount | $ 110,700 | $ 82,992 | |||||
Periodic payment | $ 6,138 | $ 4,881 | |||||
Payment of interest charges | $ 883 | $ 697 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Sep. 13, 2017CAD ($) | Sep. 13, 2017USD ($) | Apr. 27, 2020CAD ($) | Apr. 27, 2020USD ($) | Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Sep. 13, 2017USD ($) | Jun. 15, 2017CAD ($) | Jun. 15, 2017USD ($) | Feb. 02, 2017CAD ($) | Feb. 02, 2017USD ($) |
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 | $ 6,969 | ||||||||||||||
Credit facility (a) [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amount Of Personal Guarantee | $ 1,600,000 | $ 1,256,640 | ||||||||||||||
Credit facility (a) [Member] | President [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Cash Collateral for Borrowed Securities | $ 1,600,000 | $ 1,272,320 | ||||||||||||||
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 | $ 477,120 | ||||||||||||||
Debt instrument, periodic payment | $ 4,901 | $ 3,897 | ||||||||||||||
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 | $ 2,961,442 | ||||||||||||||
Debt instrument, periodic payment | 29,711 | $ 23,626 | ||||||||||||||
Cash collateral for letter of credit | $ 4,000,978 | $ 3,181,578 | ||||||||||||||
Interest Expense, Debt | 97,816 | $ 77,265 | $ 103,116 | $ 76,749 | ||||||||||||
Accrued interest | $ 53,680 | $ 42,686 | $ 23,325 | $ 18,319 | ||||||||||||
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 | $ 3,300,000 | 2,624,160 | 3,300,000 | 2,591,820 | ||||||||||||
Financing fees on mortgage | 225,702 | 179,478 | ||||||||||||||
Long-Lived Assets | 2,108,000 | 1,676,282 | ||||||||||||||
Unamortized finance fees | $ 46,794 | $ 37,211 | 63,984 | 50,253 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||
Interest Expense, Debt | $ 79,162 | $ 62,530 | $ 65,000 | $ 48,380 | ||||||||||||
Accrued interest | $ 53,342 | $ 42,418 | $ 46,110 | $ 36,215 | ||||||||||||
Canada Emergency Business Account [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from the Canadian Emergency Benefit Account | $ 100,000 | $ 79,520 | ||||||||||||||
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 not in full 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 not in full compliance. |
Long-Term Debt - Schedule of lo
Long-Term Debt - Schedule of long-term debt instruments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 6,484,343 | $ 6,406,060 |
Current portion | (6,404,823) | (6,327,520) |
Long-term Debt | 79,520 | $ 78,540 |
Credit facility (a) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 771,593 | |
Current portion | (771,593) | |
Long-term Debt | 0 | |
Credit facility (b) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 431,478 | |
Current portion | (431,478) | |
Long-term Debt | 0 | |
Corporate Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,614,803 | |
Current portion | (2,614,803) | |
Long-term Debt | 0 | |
Mortgage Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,586,949 | |
Current portion | (2,586,949) | |
Long-term Debt | 0 | |
Canada Emergency Business Account [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 79,520 | |
Current portion | 0 | |
Long-term Debt | $ 79,520 |
Obligations under Capital Lea_3
Obligations under Capital Lease (Narrative) (Details) | 3 Months Ended | |||
Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2020USD ($) | |
Obligations Under Capital Lease [Line Items] | ||||
Finance Lease, Interest Expense | $ 5,181 | $ 4,093 | $ 4,150 | $ 3,089 |
Capital Lease (a) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | 286,650 | 227,944 | ||
Debt Instrument, Periodic Payment | $ 5,840 | $ 4,644 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $22,743 (C$28,600), plus applicable harmonized sales taxes on October 31, 2021. | an option to purchase the equipment for a final payment of $22,743 (C$28,600), plus applicable harmonized sales taxes on October 31, 2021. | ||
Debt instrument interest rate | 5.982% | 5.982% | ||
Capital Lease (b) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | $ 247,450 | $ 196,772 | ||
Debt Instrument, Periodic Payment | $ 5,118 | $ 4,070 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of $ 19,626 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | an option to purchase the equipment for a final payment of $ 19,626 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | ||
Debt instrument interest rate | 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 | $ 7,952 | ||
Capital Lease (c) [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Capital Lease Obligations Incurred | 389,650 | 309,850 | ||
Debt Instrument, Periodic Payment | $ 6,852 | $ 5,449 | ||
Lessee, Finance Lease, Option to Terminate | an option to purchase the equipment for a final payment of a nominal amount of $80 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | an option to purchase the equipment for a final payment of a nominal amount of $80 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | ||
Debt instrument interest rate | 3.59% | 3.59% | ||
Capital Lease (c) [Member] | Initial Deposit [Member] | ||||
Obligations Under Capital Lease [Line Items] | ||||
Debt Instrument, Periodic Payment | $ 19,450 | $ 15,467 |
Obligations under Capital Lea_4
Obligations under Capital Lease - Schedule of Obligations under Capital Lease (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | $ 354,257 | $ 375,140 |
Less: current portion | (177,830) | (375,140) |
Obligations under Capital Lease-Long-term | 176,427 | $ 0 |
Capital Lease (a) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 53,726 | |
Less: current portion | (53,726) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (b) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 61,879 | |
Less: current portion | (61,879) | |
Obligations under Capital Lease-Long-term | 0 | |
Capital Lease (c) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 238,652 | |
Less: current portion | (62,225) | |
Obligations under Capital Lease-Long-term | $ 176,427 |
Obligations under Capital Lea_5
Obligations under Capital Lease - Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Mar. 31, 2021USD ($) |
Obligations Under Capital Lease [Abstract] | |
In the nine-month period ending December 31, 2021 | $ 150,440 |
In the year ending December 31, 2022 | 89,084 |
In the year ending December 31, 2023 | 65,389 |
In the year ending December 31, 2024 | 65,389 |
In the year ending December 31, 2025 | 5,529 |
Minimum Payments Due | 375,831 |
Less: imputed interest | (21,574) |
Total | $ 354,257 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | Mar. 11, 2021USD ($)shares | Mar. 11, 2019USD ($) | Mar. 08, 2019USD ($)DaySecurity | Feb. 28, 2021USD ($) | Jan. 21, 2021USD ($)shares | Jan. 20, 2021USD ($) | Jan. 19, 2021USD ($) | Dec. 24, 2020USD ($) | Oct. 18, 2019USD ($)Dayshares | Jul. 19, 2019USD ($)Dayshares | May 23, 2019USD ($)Dayshares | Apr. 24, 2019USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Jul. 19, 2020 | May 23, 2020 | 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 onthe 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. | |||||||||||||||||
Common shares issued upon conversion | shares | 3,184,992 | |||||||||||||||||
Recorded interest and default amounts | $ 14,756 | $ 183,482 | ||||||||||||||||
Accrued interest and default amounts | 0 | $ 316,048 | ||||||||||||||||
Convertible promissory note holders converted interest | 32,444 | 5,311 | ||||||||||||||||
Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil (2020- $nil)) [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Common shares issued upon conversion | shares | 1,075,124 | |||||||||||||||||
Converted amount | $ 135,000 | |||||||||||||||||
Gain on forgiveness of debt | 135,641 | |||||||||||||||||
Accrued interest disclosed under other income (loss) | 32,444 | $ 91,802 | ||||||||||||||||
Debt Forgiveness Including Accrued Interest | 129,141 | |||||||||||||||||
Debt instrument, periodic payment | $ 200,000 | $ 50,000 | $ 550,000 | $ 300,000 | ||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil (2020- $nil)) [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 | |||||||||||||||||
Repayment of obligations due | $ 165,000 | |||||||||||||||||
Gain on forgiveness of debt | 119,983 | |||||||||||||||||
Accrued interest disclosed under other income (loss) | $ 68,085 | |||||||||||||||||
Number Of Securities | Security | 2 | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,100,000 | |||||||||||||||||
Convertible notes, interest rate after default | 24.00% | |||||||||||||||||
Percentage of increase in principal balance | 10.00% | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible Promissory First Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gross proceeds from notes | $ 456,000 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [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 (the "January 2019 SPAs") [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 (the "January 2019 SPAs") [Member] | Convertible Promissory Back End Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gross proceeds from notes | $ 250,000 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible Promissory Back End Notes [Member] | Investor One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 275,000 | |||||||||||||||||
Amount of original issue discount | 25,000 | |||||||||||||||||
Proceeds received, net of financing costs | $ 228,000 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $nil (2020-$nil)) [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 | |||||||||||||||||
Common shares issued upon conversion | shares | 846,154 | |||||||||||||||||
Converted amount | $ 15,000 | |||||||||||||||||
Gain on forgiveness of debt | 95,346 | |||||||||||||||||
Debt Forgiveness Including Accrued Interest | $ 73,346 | |||||||||||||||||
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% | |||||||||||||||||
Percentage of increase in principal balance | 10.00% | |||||||||||||||||
Transaction related expenses | $ 45,750 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $nil (2020-$nil)) [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 | |||||||||||||||||
Common shares issued upon conversion | shares | 653,846 | |||||||||||||||||
Gain on forgiveness of debt | $ 69,882 | |||||||||||||||||
Debt Forgiveness Including Accrued Interest | $ 52,882 | |||||||||||||||||
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% | |||||||||||||||||
Percentage of increase in principal balance | 10.00% | |||||||||||||||||
Transaction related expenses | $ 31,775 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $nil (2020-$nil) [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 | |||||||||||||||||
Common shares issued upon conversion | shares | 600,000 | |||||||||||||||||
Gain on forgiveness of debt | $ 58,591 | |||||||||||||||||
Debt Forgiveness Including Accrued Interest | $ 42,991 | |||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 22,153,000 | |||||||||||||||||
Convertible notes, interest rate after default | 24.00% | |||||||||||||||||
Transaction related expenses | $ 26,400 | |||||||||||||||||
Securities purchase agreements (the "January 2019 SPAs") [Member] | Convertible promissory note-March 31, 2021 (net of unamortized financing costs of $96,000 (2020-$nil) [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||
Aggregate principal amount | $ 275,000 | |||||||||||||||||
Net proceeds from unsecured convertible promissory note | $ 245,000 | |||||||||||||||||
Conversion price | $ / shares | $ 0.20 | |||||||||||||||||
Common shares issued upon conversion | shares | 200,000 | |||||||||||||||||
Converted amount | $ 66,000 | |||||||||||||||||
Transaction related expenses | $ 30,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 479,000 | $ 1,092,100 |
Convertible promissory notes-March 7 and March 8, 2019 (net of unamortized financing costs of $nil (2020- $nil)) [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 300,000 | 491,500 |
Unamortized financing costs | ||
Convertible promissory note-May 23, 2019 (net of unamortized financing costs of $nil (2020-$nil)) [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 242,000 |
Unamortized financing costs | ||
Convertible promissory note-July 19, 2019 (net of unamortized financing costs of $nil (2020-$nil)) [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 187,000 |
Unamortized financing costs | ||
Convertible promissory note-October 17, 2019 (net of accumulated financing costs of $nil (2020-$nil) [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 0 | 171,600 |
Unamortized financing costs | ||
Convertible promissory note-March 31, 2021 (net of unamortized financing costs of $96,000 (2020-$nil) [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 179,000 | 0 |
Unamortized financing costs | $ 96,000 | $ 0 |
Loan Payable to Related Party_2
Loan Payable to Related Party (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020USD ($)shares | |
Loans Payable To Related Party [Line Items] | ||||
Common shares issued upon conversion of loans payable to related party | 3,184,992 | 3,184,992 | ||
Travellers International Inc. [Member] | ||||
Loans Payable To Related Party [Line Items] | ||||
Converted amount | $ 261,620 | $ 205,321 | ||
Accounts payable, related party, converted amount | $ 101,700 | $ 80,323 | ||
Common shares issued upon conversion of loans payable to related party | 1,005,728 | 1,005,728 |
Loan Payable to Related Party -
Loan Payable to Related Party - Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Loans Payable To Related Party [Line Items] | ||
Loans payable to related parties | $ 18,290 | $ 33,772 |
Director [Member] | ||
Loans Payable To Related Party [Line Items] | ||
Loans payable to related parties | $ 18,290 | $ 33,772 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | Jan. 04, 2021USD ($) | Jan. 04, 2021shares | Jan. 10, 2020shares | Mar. 01, 2021USD ($)shares | Dec. 21, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Capital Stock [Line Items] | |||||||||||||
Common Stock, Shares Authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock, Shares, Issued | shares | 89,184,951 | 89,184,951 | 82,860,619 | ||||||||||
Common Stock, Shares, Outstanding | shares | 89,184,951 | 89,184,951 | 82,860,619 | ||||||||||
Shares Granted, Value, Share-based Payment Arrangement, Forfeited | $ 7,036 | ||||||||||||
Shares issued for professional services | $ 217,035 | $ 24,219 | |||||||||||
Shares issued for securities purchase agreement (Shares) | shares | 200,000 | ||||||||||||
Shares issued for securities purchase agreement | $ 66,000 | ||||||||||||
Common shares issued upon conversion of loans payable to related party | shares | 3,184,992 | 3,184,992 | |||||||||||
Shares issued on conversion of related party debt and accounts payable to equity | 285,644 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 157,620 | ||||||||||||
Share Price | $ / shares | $ 0.25 | $ 0.25 | |||||||||||
Shares issued on conversion of debt to equity | $ 713,716 | $ 76,727 | |||||||||||
Stock issued during period, conversion of units, value | $ 7,830 | ||||||||||||
Stock issued during period, shares, conversion of units | shares | 400,000 | 400,000 | |||||||||||
Shares issued on private placement | $ 200,000 | 157,620 | |||||||||||
Management compensation-stock- based compensation | $ 54,259 | 54,259 | |||||||||||
Legal Fees | $ 750 | ||||||||||||
Common Shares [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | shares | 27,118,109 | 27,118,109 | |||||||||||
Accrued interest and related cost converted | $ 32,716 | $ 20,910 | |||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes including accrued interest and costs | $ 181,058 | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | shares | 529,970 | 529,970 | |||||||||||
Shares issued for professional services (Shares) | shares | 63,000 | 63,000 | |||||||||||
Shares issued for professional services | $ 6 | ||||||||||||
Shares issued for proceeds previously received (Shares) | shares | 400,000 | 400,000 | |||||||||||
Shares issued on conversion of related party debt and accounts payable to equity | $ 100 | ||||||||||||
Shares issued on conversion of debt to equity (shares) | shares | 3,175,124 | 3,175,124 | 7,717,326 | ||||||||||
Shares issued on conversion of debt to equity | $ 318 | $ 772 | |||||||||||
Shares issued on private placement (Shares) | shares | 630,480 | 630,480 | |||||||||||
Shares issued on private placement | $ 63 | ||||||||||||
Minimum [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Common Stock, Convertible, Conversion Price | $ / shares | $ 0.156 | $ 0.156 | $ 0.0036 | ||||||||||
Maximum [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Common Stock, Convertible, Conversion Price | $ / shares | $ 0.26 | $ 0.26 | $ 0.0176 | ||||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Stock issued during period, shares, conversion of units | shares | 1,000,000 | ||||||||||||
Employees [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Number of shares issued to employees | shares | 15,000 | 15,000 | |||||||||||
Value of shares issued to employees | $ 2,550 | ||||||||||||
Travellers International Inc. [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Common shares issued upon conversion of loans payable to related party | shares | 1,005,728 | 1,005,728 | |||||||||||
Shares issued on conversion of related party debt and accounts payable to equity | $ 363,320 | $ 285,644 | |||||||||||
Amount of unsecured convertible promissory notes converted | $ 261,620 | $ 205,321 | |||||||||||
Independent directors [Member] | |||||||||||||
Capital Stock [Line Items] | |||||||||||||
Shares issued for professional services (Shares) | shares | 287,984 | 287,984 | 80,000 | ||||||||||
Shares issued for professional services | $ 60,670 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | |
Agreement of purchase and sale [Member] | |||
Other Commitments [Line Items] | |||
Debt face amount | $ 4,500,000 | $ 3,578,400 | |
Amount of vendor take-back mortgage | $ 2,000,000 | 1,590,400 | |
Annual interest rate on take-back mortgage | 2.00% | 2.00% | |
Maturity period for take-back mortgage | 2 years | 2 years | |
Deposit paid | $ 200,000 | 159,040 | |
Environmental site assessment cost | 49,800 | 39,601 | |
Chief Executive Officer [Member] | Consulting agreements [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 30,000 | $ 23,856 | |
Commitments, annual amount | 40,000 | 31,808 | |
Chief Financial Officer [Member] | Consulting agreements [Member] | |||
Other Commitments [Line Items] | |||
Commitments, annual amount | 8,000 | 6,362 | |
Haute Inc [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 7,000 | 5,566 | |
Land Lease [Member] | |||
Other Commitments [Line Items] | |||
Commitments, monthly amount | 3,000 | 2,386 | |
Commitments, annual amount | 10,000 | 7,952 | |
Letter of Credit [Member] | Ministry of the Environment, Conservation and Parks [Member] | |||
Other Commitments [Line Items] | |||
Other commitment | 276,831 | 220,136 | |
Total audit fees | 792,469 | 630,171 | |
Accrual charges for operations | 71,584 | $ 56,544 | |
Deferred assets | $ 270,000 | $ 214,704 |
Commitments - Schedule of commi
Commitments - Schedule of commitments (Details) | Mar. 31, 2021USD ($) |
Chief Executive Officer And Chief Financial Officer [Member] | |
Other Commitments [Line Items] | |
For the nine-month period ending December 31, 2021 | $ 271,962 |
For the year ending December 31, 2022 | 381,696 |
Contractual Obligation | 653,658 |
Land Lease [Member] | |
Other Commitments [Line Items] | |
For the nine-month period ending December 31, 2021 | 7,952 |
For the year ending December 31, 2022 | 7,952 |
For the year ending December 31, 2023 | 7,952 |
For the year ending December 31, 2024 | 7,952 |
For the year ending December 31, 2025 | 7,952 |
Contractual Obligation | $ 39,760 |
Other Income (Narrative) (Detai
Other Income (Narrative) (Details) | Jan. 08, 2021CAD ($) | Jan. 08, 2021USD ($) | Mar. 11, 2021shares | Feb. 28, 2021USD ($) | Jan. 20, 2021USD ($)shares | Jan. 19, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020shares |
Other Income Expense [Line Items] | |||||||||
Repayments of convertible promissory note | $ 50,000 | ||||||||
Gain on forgiveness of convertible promissory notes | 359,460 | $ 0 | |||||||
Gain on disposal of long-lived assets | $ 57,411 | $ 45,349 | 45,349 | $ 0 | |||||
Proceeds from long lived assets | $ 60,000 | $ 47,394 | |||||||
Common shares issued upon conversion | shares | 3,184,992 | ||||||||
March 2019 Investor [Member] | |||||||||
Other Income Expense [Line Items] | |||||||||
Repayments of convertible promissory note | $ 200,000 | $ 50,000 | $ 550,000 | 300,000 | |||||
Gain on forgiveness of convertible promissory notes | 135,641 | ||||||||
Common shares issued upon conversion | shares | 1,075,124 | 2,100,000 | |||||||
May July October 2019 Investor [Member] | |||||||||
Other Income Expense [Line Items] | |||||||||
Gain on forgiveness of convertible promissory notes | $ 223,819 | ||||||||
Accrued Interest [Member] | March 2019 Investor [Member] | |||||||||
Other Income Expense [Line Items] | |||||||||
Gain on forgiveness of convertible promissory notes | $ 129,141 | ||||||||
Accrued Interest [Member] | May July October 2019 Investor [Member] | |||||||||
Other Income Expense [Line Items] | |||||||||
Gain on forgiveness of convertible promissory notes | $ 169,219 |
Other Income - Schedule of Othe
Other Income - Schedule of Other Income (Details) | Jan. 08, 2021CAD ($) | Jan. 08, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Other Income and Expenses [Abstract] | ||||
Gain on forgiveness of convertible promissory notes | $ 359,460 | $ 0 | ||
Gain on disposal of long-lived assets | $ 57,411 | $ 45,349 | 45,349 | 0 |
Total other income | $ 404,809 | $ 0 |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) - Revenue [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Six Customers [Member] | ||
Concentration Risk, Percentage | 86.00% | |
Three Customers [Member] | ||
Concentration Risk, Percentage | 82.00% |
Legal Proceedings (Narrative) (
Legal Proceedings (Narrative) (Details) | 1 Months Ended | |||||||
Oct. 26, 2020CAD ($) | Oct. 26, 2020USD ($) | Sep. 24, 2020CAD ($) | Sep. 24, 2020USD ($) | Mar. 31, 2021CAD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 26, 2020USD ($) | |
Legal Proceeding [Line Items] | ||||||||
Unpaid legal fees | $ 65,241 | $ 51,880 | ||||||
Accounts payable | $ 1,111,461 | $ 1,073,454 | ||||||
Former chief executive officer [Member] | ||||||||
Legal Proceeding [Line Items] | ||||||||
Amount of claim relates to special damages | $ 514,150 | $ 408,852 | $ 1,000,000 | $ 795,200 | ||||
Amount of claim relates to punitive and exemplary damages | 500,000 | $ 397,600 | ||||||
Accounts payable | $ 395,500 | $ 314,502 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | May 07, 2021CAD ($) | May 07, 2021USD ($) | Apr. 07, 2021CAD ($) | Apr. 07, 2021USD ($) | Apr. 01, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | Apr. 07, 2021USD ($) |
Subsequent Event [Line Items] | |||||||
Common shares issued upon conversion | shares | 3,184,992 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments for purchase of truck and hauling trailer | $ 44,193 | $ 35,142 | |||||
Truck and hailing trailer, purchase price | 200,000 | $ 159,040 | |||||
Truck and hauling trailer, monthly payment amount | $ 4,601 | $ 3,659 | |||||
Description of purchase price consisting | fifty percent in cash and fifty percent in common stock | fifty percent in cash and fifty percent in common stock | |||||
Total purchase price | $ 20,000,000 | $ 15,904,000 | |||||
Subsequent Event [Member] | Securities purchase agreements [Member] | April 2021 Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt face amount | $ 275,000 | ||||||
Debt instrument interest rate | 10.00% | ||||||
Conversion price | $ / shares | $ 0.20 | ||||||
Common shares issued upon conversion | shares | 200,000 | ||||||
Proceeds from issuance of debt | $ 245,000 | ||||||
Transaction related expenses | $ 30,000 |