Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Trading Symbol | susg | |
Entity Registrant Name | SusGlobal Energy Corp. | |
Entity Central Index Key | 1,652,539 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,278,031 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 37,397 | $ 1,774 |
Term deposit | 0 | 148,960 |
Trade receivables, no allowance | 152,216 | 9,127 |
Other receivable-insurance proceeds | 50,482 | 0 |
Harmonized sales taxes receivable | 7,320 | 16,084 |
Prepaid expenses and deposits | 73,989 | 19,586 |
Total Current Assets | 321,404 | 195,531 |
Intangible Assets | 148,779 | 1,670 |
Long-lived Assets, net | 5,967,142 | 880 |
Total Assets | 6,437,325 | 198,081 |
Current Liabilities | ||
Accounts payable | 221,863 | 292,595 |
Accrued liabilities | 203,882 | 173,157 |
Current portion of long-term debt | 1,840,112 | 0 |
Loans payable to related party | 56,091 | 217,482 |
Total Current Liabilities | 2,321,948 | 683,234 |
Long-term debt | 2,479,958 | 0 |
Total Liabilities | 4,801,906 | 683,234 |
Stockholders' Equity (Deficiency) | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $.0001 par value, 150,000,000 authorized, 37,253,031 (2016-34,128,910) shares issued and outstanding and outstanding | 3,726 | 2,004,407 |
Additional paid-in capital | 5,569,005 | 0 |
Subscription payable | 23,000 | 0 |
Stock compensation reserve | 247,500 | 0 |
Accumulated deficit | (4,204,760) | (2,447,815) |
Accumulated other comprehensive loss | (3,052) | (41,745) |
Stockholders' equity (deficiency) | 1,635,419 | (485,153) |
Total Liabilities and Stockholders' Equity (Deficiency) | $ 6,437,325 | $ 198,081 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 37,253,031 | 34,128,910 |
Common Stock, Shares, Outstanding | 37,253,031 | 34,128,910 |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 25,608 | $ 7,788 | $ 25,608 | $ 7,788 |
Operating expenses | ||||
Financing costs | 0 | 0 | 882,153 | 0 |
Contribution to Advanced Water Technology Program | 0 | 0 | 71,017 | 0 |
Operations and maintenance | 31,345 | 30,975 | 31,345 | 30,975 |
Professional fees | 92,434 | 49,700 | 180,793 | 138,804 |
Office and administration | 72,218 | 24,755 | 165,837 | 66,946 |
Management fees | 43,016 | 32,180 | 123,962 | 95,432 |
Interest expense | 40,363 | 4,905 | 83,049 | 8,721 |
Stock-based compensation | 86,500 | 0 | 277,750 | 0 |
Filing fees | 5,499 | 1,081 | 14,855 | 4,240 |
Total operating expenses | 371,375 | 143,596 | 1,830,761 | 345,118 |
Net loss before other income | (345,767) | (135,808) | (1,805,153) | (337,330) |
Other income-insurance proceeds | 48,208 | 0 | 48,208 | 0 |
Net loss after other income | (297,559) | (135,808) | (1,756,945) | (337,330) |
Other comprehensive loss | ||||
Foreign exchange gain (loss) | 86,420 | 946 | 38,693 | (24,521) |
Comprehensive loss | $ (211,139) | $ (134,862) | $ (1,718,252) | $ (361,851) |
Net loss per share-basic and diluted | $ (0.01) | $ 0 | $ (0.05) | $ (0.01) |
Weighted average number of common shares outstanding- basic and diluted | 36,658,490 | 33,131,618 | 36,185,790 | 27,004,368 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statements of Changes in Stockholders Equity (Deficiency) - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Share Subscription Payable [Member] | Stock Compensation Reserve [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 1,646,091 | $ (1,896,286) | $ (8,538) | $ (258,733) | |||
Beginning Balance (Shares) at Dec. 31, 2015 | 31,547,346 | ||||||
Shares issued for consulting services | $ 0 | ||||||
Shares issued on private placement, net of share issue costs | $ 358,316 | 358,316 | |||||
Shares issued on private placement, net of share issue costs (Shares) | 2,581,564 | ||||||
Other comprehensive | (33,207) | (33,207) | |||||
Net loss | (551,529) | (551,529) | |||||
Ending Balance at Dec. 31, 2016 | $ 2,004,407 | (2,447,815) | (41,745) | (485,153) | |||
Ending Balance (Shares) at Dec. 31, 2016 | 34,128,910 | ||||||
Shares issued to directors | $ 11,600 | 11,600 | |||||
Shares issued to directors (Shares) | 40,000 | ||||||
Shares issued to employee | $ 1,450 | 1,450 | |||||
Shares issued to employee (Shares) | 5,000 | ||||||
Shares issued on private placement, net of share issue costs | $ 98,048 | 98,048 | |||||
Shares issued on private placement, net of share issue costs (Shares) | 329,176 | ||||||
Shares issued for consulting services | $ 4,950 | 4,950 | |||||
Shares issued for consulting services (Shares) | 15,000 | ||||||
Shares issued on exercise of offer to acquire shares | $ 11,500 | 11,500 | |||||
Shares issued on exercise of offer to acquire shares (Shares) | 115,000 | ||||||
Shares issued to agents on financing | $ 469,800 | 469,800 | |||||
Shares issued to agents on financing (Shares) | 1,620,000 | ||||||
Reallocation between common shares and additional paid-in capital | $ (2,598,130) | $ 2,598,130 | |||||
Shares issued to directors 2 | $ 4 | 13,196 | 13,200 | ||||
Shares issued to directors 2 (Shares) | 40,000 | ||||||
Shares issued as compensation for director nomination | $ 2 | 6,598 | 6,600 | ||||
Shares issued as compensation for director nomination (Shares) | 20,000 | ||||||
Shares issued to employee 2 | $ 1 | 3,999 | 4,000 | ||||
Shares issued to employee 2 (Shares) | 4,000 | ||||||
Shares issued for consulting services 2 | $ 2 | 19,998 | 20,000 | ||||
Shares issued for consulting services 2 (Shares) | 20,000 | ||||||
Shares issued for private placement compensation | $ 1 | 4,999 | 5,000 | ||||
Shares issued for private placement compensation (Shares) | 5,000 | ||||||
Shares issued on acquisition of assets | $ 53 | 2,649,797 | 2,649,850 | ||||
Shares issued on acquisition of assets (Shares) | 529,970 | ||||||
Shares issued on private placement, net of share issue costs | $ 38 | 272,288 | 272,326 | ||||
Shares issued on private placement, net of share issue costs (Shares) | 380,975 | ||||||
Stock compensation expensed on vesting of stock award | $ 247,500 | 247,500 | |||||
Proceeds received on shares yet to be issued | $ 23,000 | 23,000 | |||||
Other comprehensive | 38,693 | 38,693 | |||||
Net loss | (1,756,945) | (1,756,945) | |||||
Ending Balance at Sep. 30, 2017 | $ 3,726 | $ 5,569,005 | $ 23,000 | $ 247,500 | $ (4,204,760) | $ (3,052) | $ 1,635,419 |
Ending Balance (Shares) at Sep. 30, 2017 | 37,253,031 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,756,945) | $ (337,330) |
Adjustments for: | ||
Depreciation | 15,108 | 457 |
Amortization of intangible asset | 150 | 140 |
Non-cash financing costs and professional fees | 501,350 | 0 |
Stock-based compensation | 277,750 | 0 |
Changes in non-cash working capital: | ||
Trade receivables | (2,723) | (8,801) |
Other receivable-insurance proceeds | (48,208) | 0 |
Harmonized sales taxes receivable | 9,535 | (4,422) |
Prepaid expenses | (12,273) | (13,341) |
Accounts payable | (88,742) | 92,875 |
Accrued liabilities | 16,797 | 8,846 |
Net cash used in operating activities | (1,088,201) | (261,576) |
Cash flows from investing activities | ||
Disposal (purchase) of term deposit | 152,400 | (151,480) |
Purchase of accounts receivable | (132,701) | 0 |
Purchase of deposit | (38,100) | 0 |
Purchase of long-lived assets | (3,019,281) | 0 |
Purchase of intangible assets | (140,625) | 0 |
Net cash used in investing activities | (3,178,307) | (151,480) |
Cash flows from financing activities | ||
Bank indebtedness | 0 | 38,264 |
Advances on long-term debt | 4,584,564 | 0 |
Repayment of long-term debt | (459,120) | 0 |
Advances of loans payable to related parties | 0 | 204,498 |
Repayments of loans payable to related parties | (169,874) | 0 |
Private placement proceeds (net of share issue costs) | 386,874 | 179,267 |
Subscription payable proceeds | 23,000 | 0 |
Net cash provided by financing activities | 4,365,444 | 422,029 |
Effect of exchange on cash | (63,313) | (8,973) |
Increase in cash | 35,623 | 0 |
Cash-beginning of period | 1,774 | 0 |
Cash-end of period | $ 37,397 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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 Energy Corp., 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 Energy Corp. 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 Energy Corp. continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of the Company 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 Energy Corp. filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May, 23, 2017. SusGlobal is a renewable energy company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy application. These unaudited interim condensed consolidated financial statements of SusGlobal Energy Corp. and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp., SusGlobal Energy Canada I Ltd. and SusGlobal Energy Belleville Ltd. (“SGECI”) (together, the “Company”), have been prepared following generally accepted accounting principles in the United States (“US GAAP”), and are expressed in United States Dollars. The Company’s functional currency is the Canadian Dollar (“CAD”). In the opinion of management, all adjustments necessary for a fair presentation have been included. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for the Company filed on Form 10-K for the years ended December 31, 2016 and 2015. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Going Concern [Text Block] | 2. Going Concern These interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As at September 30, 2017, the Company had a working capital deficit of $2,000,544, (December 31, 2016-$487,703), incurred a net loss of $1,756,945 (2016-$337,330) for the nine-month period ended September 30, 2017 and had an accumulated deficit of $4,204,760 (December 31, 2016-$2,447,815) and expects to incur further losses in the development of its business. These factors and those noted below, 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 and upon achieving profitable operations. Management believes that the Company will be able to obtain the necessary funding by equity or debt however, there is no assurance of funding being available on acceptable terms. Realization values may be substantially different from carrying values as shown. On February 2, 2017, the Company received an advance in the amount of $1,232,960 ($1,600,000 CAD) on its corporate line of credit (“Line of Credit”) of up to $4,407,150 ($5,500,000 CAD) with PACE Savings & Credit Union Limited (“PACE”). The Line of Credit was obtained to fund the BioGrid Project, which was a project described in the expansion and operation agreement (the “BioGrid Agreement”) between the Company and the Township of Georgian Bluffs and the Township of Chatsworth (the “Municipalities”). The Municipalities terminated the BioGrid Agreement on November 4, 2016. There are no further advances available on the Line of Credit and it is due February 2, 2018. The Company’s ability to continue as a going concern is dependent on its ability to generate new revenue and external capital, along with securing new debt to achieve profitable operations while maintaining current fixed expense levels. If the Company is not able to refinance the Line of Credit or repay when due, the Company will encounter a liquidity crisis. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the years ended December 31, 2016 and 2015. During the nine months ended September 30, 2017, the Company adopted the following significant accounting policies: Business Combinations The Company has chosen to early adopt Audit Standards Update No. 2017-01 (“ASU 2017-01”), which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Intangible Assets Intangible assets, consisting of a technology license, which is stated at cost less accumulated amortization and is amortized on a straight-line basis over the useful life, which is 10 years. Intangible assets also include environmental compliance approvals, which are stated at cost, have an indefinite useful life and are not amortized until their useful lives are determined to be no longer indefinite. The Company evaluates the intangible assets for permanent impairment when triggering events are identified and whether events and circumstances continue to support the indefinite useful life. Long-lived Assets The Company introduced three new classes of long-lived assets, all of which are depreciated on a straight-line basis as follows: Organic composting facility-term of lease, which expires March 31, 2034 Machinery and equipment 30% Computer software 20% Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Stock-based Compensation The Company records compensation costs related to stock-based awards in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, whereby the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. Compensation cost is recognized on a straight-line basis over the requisite service period of the award. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of highly subjective assumptions including: the expected option life, the risk-free rate, the dividend yield, the volatility of the Company’s stock price and an assumption for employee forfeitures. The risk-free rate is based on the U.S. treasury bill rate at the date of the grant with maturity dates approximately equal to the expected term of the option. The Company has not historically issued any dividends and does not expect to in the near future. Changes in any of these subjective input assumptions can materially affect the fair value estimates and the resulting stock-based compensation recognized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Recent Accounting Pronouncements [Text Block] | 4. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842 ) In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is to be effective for the Company as of March 1, 2018, and requires a retrospective transition method. The Company is currently evaluating the impact of ASU No. 2016-18. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other ( In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation : 718: 1. The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used). 2. The award’s vesting conditions. 3. The award’s classification as an equity or liability instrument. ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017 on a prospective basis, and early adoption is permitted. The Company has evaluated the impact of its pending adoption of ASU 2017-09 and does not expect that this guidance will have a significant impact on its financial statements. In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606),” |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Financial Instruments [Text Block] | 5. Financial Instruments The carrying value of cash, term deposit, trade receivables, other receivable-insurance proceeds, certain deposits under prepaid expenses and deposits, accounts payable and accrued liabilities approximated their fair values as of September 30, 2017 and December 31, 2016 due to their short-term nature. The carrying value of the long-term debt and the loans payable to related party approximated their fair value due to their market interest rates. Fair value of financial instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: a. Level 1 – Quoted prices in active markets for identical assets or liabilities. b. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. c. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities . The Company uses the following methods and significant assumptions to estimate fair values. The fair value of cash and term deposit is measured using Level 1 inputs. Interest, Credit and Concentration Risk In the opinion of management, the Company is exposed to significant interest rate risk on its variable rate credit facilities of $4,306,304 ($5,374,147 CAD) and is not exposed to credit risks arising from its other financial instruments. As at September 30, 2017, the Company had four customers (December 31, 2016-two customers) representing greater than 5% of total trade receivables and these four customers (December 31, 2016-two customers) represented 79% (December 31, 2016 - 99%) of trade receivables. 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. At September 30, 2017 and December 31, 2016, the Company had a working capital deficit. The Company intends to continue to raise funds through the issuance of common shares under a private placement or debt, to ensure it has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company’s capital programs. Currency Risk Although the Company’s functional currency is Canadian dollars (“CAD”), the Company realizes a portion of its expenses in United States dollars (“USD”). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at September 30, 2017, $9,626 (December 31, 2016-$5,108) of the Company’s net monetary liabilities were denominated in United States dollars. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Intangible Asset
Intangible Asset | 9 Months Ended |
Sep. 30, 2017 | |
Intangible Asset [Text Block] | 6. Intangible Assets September 30, 2017 December 31, 2016 Technology License (net of accumulated amortization of $481 (2016 - $331) $ 1,520 $ 1,670 Environmental compliance approvals-indefinite life 147,259 - $ 148,779 $ 1,670 On May 6, 2015, the Company acquired an exclusive license from Syngas SDN BHD (“Syngas”), a Malaysian company to use Syngas intellectual property within North America for a period of five years for $1 consideration, renewable every five years upon written request. Syngas manufactures equipment that produces liquid transportation fuel from plastic waste material. The Company issued 20,000 common shares of the Company to an introducing party, determined to be valued at $2,000. On September 15, 2017, the Company purchased certain environmental compliance approvals in connection with the asset purchase agreement (“APA”), noted below, totaling $147,259 ($183,775 CAD). |
Long-lived Assets, net
Long-lived Assets, net | 9 Months Ended |
Sep. 30, 2017 | |
Long-lived Assets, net [Text Block] | 7 Long-lived Assets, net September 30, 2017 December 31, 2016 Cost Accumulated Net book value Net book value Depreciation Organic composting facility $ 5,873,147 $ 14,698 $ 5,858,449 $ - Machinery and equipment 99,469 397 99,072 - Computer equipment 7,403 1,707 5,696 880 Computer software 4,007 82 3,925 - $ 5,984,026 $ 16,884 $ 5,967,142 $ 880 Included above are certain assets acquired from BDO Canada Limited, the court appointed receiver of Astoria Organic Matters Ltd., and Astoria Organic Matters Canada LP (“Astoria”), under an APA, which closed on September 15, 2017. The purchase price for the organic composting facility, certain machinery and equipment, certain computer equipment and computer software consisted of cash of $3,138,071 ($3,916,225 CAD) and 529,970 restricted common shares of the Company, determined to be valued at $2,649,850 ($3.500,000 CAD). In addition, legal costs in connection with acquiring the assets of $24,014 ($29,253 CAD), are included in the cost of the organic composting facility. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Text Block] | 8. Related Party Transactions During the nine-month period ended September 30, 2017, the Company incurred $34,434 ($45,000 CAD) (2016-$34,083 ; $45,000 CAD) in management fees expense with Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and president of the Company (the “President”) and $34,434 ($45,000 CAD) (2016-$34,083 ; $45,000 CAD) in management fees expense with Landfill Gas Canada Limited (“LFGC”), an Ontario company controlled by a director and chief executive officer of the Company (the “CEO”); $27,547 ($36,000 CAD) (2016-$27,266 ; $36,000 CAD) in management fees expense with the Company’s chief financial officer (the “CFO”); and $27,547 ($36,000 CAD) (2016-$nil) in management fees expense with the company’s vice-president of corporate development (the “VPCD”). As at September 30, 2017, unpaid remuneration and unpaid expenses payable to officers in the amount of $98,431 ($122,839 CAD) (December 31, 2016-$95,396 ; $128,083 CAD) is included in accounts payable and $88,944 ($111,000 CAD) (December 31, 2016-$61,982 ; $83,220 CAD) is included in accrued liabilities. In addition, the Company incurred interest expense of $14,052 ($18,363 CAD) (2016-$8,721 ; $11,541 CAD) on the outstanding loans from Travellers. Furthermore, the Company granted the CEO 3,000,000 restricted stock units (“RSU”), under a new consulting agreement effective January 1, 2017. The RSUs are to vest in three equal installments annually on January 1, 2018, 2019 and 2020. For the nine-month period ended September 30, 2017, the Company recognized stock-based compensation expense of $247,500 on this award, representing one quarter of the total value of the award of $990,000, based on a recent private placement pricing. For the nine-month period ended September 30, 2017, the Company incurred $50,348 ($65,797 CAD) (2016-$23,858 ; $31,500 CAD) in rent expense under a rental agreement with Haute Inc. (“Haute”), an Ontario company controlled by the Company’s President, who is also a director. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt [Text Block] | 9. Long-term Debt Credit Credit Credit Corporate Equipment Total Term Loan Facility Facility Facility Loan (a) (b) (c) (d) (e) Balance, December 31, 2016 - - - - - - Advanced $ 1,232,960 $ 462,360 $ 39,563 $ 3,055,836 $ 13,923 $ 4,804,642 Repayment of principal (428,417 ) - - - - (428,417 ) Impact of foreign exchange 17,699 (2,522 ) 502 (71,677 ) (157 ) (56,155 ) Sub-total 822,242 459,838 40,065 2,984,159 13,766 4,320,070 Less: current portion (822,242 ) (459,838 ) (40,065 ) (506,227 ) (11,740 ) (1,840,112 ) Balance-September 30, 2017 $ - $ - $ - $ 2,477,932 $ 2,026 $ 2,479,958 Repayments are as follows: For the three months ending December 31, 2017 $ 125,812 For the year ending December 31, 2018 1,849,433 For the year ending December 31, 2019 559,251 For the year ending December 31, 2020 605,276 For the year ending December 31, 2021 655,906 For the year ending December 31, 2022 524,392 Total $ 4,320,070 For the nine-month period ended September 30, 2017, $68,997 ($90,169 CAD); (December 31, 2016-$nil) in interest was charged. (a) Effective January 1, 2017, the Company obtained a Line of Credit to a maximum of $4,407,150 ($5,500,000 CAD) with PACE. The Line of Credit was to be advanced in tranches to allow for the funding of engineering, permitting, construction costs and equipment purchases for the BioGrid Project located near Owen Sound, Ontario, Canada. On February 2, 2017, the company received the first advance in the amount of $1,232,960 ($1,600,000 CAD). The balance of the Line of Credit is no longer available to be drawn against and is due as noted below on February 2, 2018. The Line of Credit is now one of multiple credit facilities. The credit facility bears interest at the PACE base rate plus 1.25% per annum, currently 8% per annum, payable on a monthly basis, interest only. The credit facility is due February 2, 2018 and is secured by a business loan general security agreement, a $1,232,960 ($1,600,000 CAD) personal guarantee from the President and a charge against the Company’s premises lease. Also pledged as security are the shares of the wholly-owned subsidiaries and a pledge of the Company’s shares held by LFGC, the CFO and a director’s company, and a limited recourse guarantee by each of these parties. The credit facility is fully open for prepayment at any time without notice or bonus. A total commitment fee of $83,105 ($110,000 CAD) was paid to PACE. In addition, the agents who assisted in establishing the Line of Credit received 1,620,000 common shares of the Company determined to be valued at $469,800, based on the pricing of a recent private placement offering and cash of $300,000, on closing, for their services. Other closing costs in connection with the credit facility included legal fees of $29,248 ($38,713 CAD). (b) On June 15, 2017, PACE loaned the Company $462,360 ($600,000 CAD) under a variable rate business loan agreement, for its bid for the purchase of the assets of Astoria on the same terms and conditions to the Line of Credit above, except that the loan is due May 31, 2018. (c) On August 4, 2017, PACE loaned the Company $39,563 ($50,000 CAD) under a variable rate business loan agreement to satisfy an outstanding liability on the same terms and conditions to the Line of Credit above, except that the loan is due February 4, 2018. (d) On September 13, 2017, PACE loaned the Company $3,055,836 ($3,724,147) under a corporate term loan. The funds were used for the purpose of acquiring certain assets of Astoria from the court appointed receiver on September 15, 2017. The corporate term loan bears interest at the PACE base rate plus 1.25% per annum, currently 8% per annum, payable in monthly blended instalments of principal and interest of $60,549 ($75,564 CAD), due September 13, 2022. The corporate term loan is secured by a business loan general security agreement representing a floating charge over the assets and undertakings of the Company, a first priority charge under a registered debenture in the amount of $3,282,989 ($4,000,978 CAD) against the assets, including inventory, accounts receivable and equipment. The total charge includes a credit in the favor of the Ministry of the Environment and Climate Change (“MOECC”) in the amount of $221,824 ($276,831 CAD), a registered charge of lease over the premises, located at 704 Phillipston Road, Roslin, Ontario, Canada. The corporate term loan also included an assignment of existing contracts included in the APA, and a lien in the amount of $3,282,989 ($4,000,978 CAD) to be registered under the Personal Properties Securities Act. (e) On September 21, 2017, the Company finalized a finance contract for certain mobile equipment for its organic composting Facility in the amount of $13,923 ($17,180 CAD). The finance contract requires monthly blended instalments of principal and interest of $1,020 ($1,273 CAD) at a monthly interest rate of 5.95%, due November 10, 2018. In addition, the Company is required to provide for environmental remediation and clean-up costs for its organic composting facility in Roslin, Ontario, Canada. In this regard, the Company has provided a letter of credit, prepared by PACE, in the amount of $221,824 ($276,831 CAD), in favor of the MOECC. The letter of credit is a requirement of the MOECC and is in connection with the financial assurance provided by the Company, for it to be in compliance with the MOECCs environmental objectives. The MOECC regularly evaluates the Company’s organic composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MOECC. Since the fair value of the environmental remediation costs cannot be determined at this time, no estimate of such costs has been recorded in the accounts. |
Loans Payable to Related Party
Loans Payable to Related Party | 9 Months Ended |
Sep. 30, 2017 | |
Loans Payable to Related Party [Text Block] | 10. Loans Payable to Related Party September 30, December 31, 2017 2016 Travellers $ 56,091 $ 217,482 Loans payable in the amount of $56,091 ($70,000 CAD) (December 31, 2016-$217,482 ; $292,000 CAD), owing to Travellers and bearing interest at the rate of 12% per annum are due on demand and unsecured. As at September 30, 2017, $21,285 ($26,563 CAD) (December 31, 2016-$15,043 ; $20,197 CAD) in interest is included in accrued liabilities. One of the loans owing to Travellers, in the amount of $62,746 ($82,000 CAD) was repaid on February 9, 2017, including accrued interest. And, during the nine months ended September 30, 2017, the Company repaid $107,128 ($140,000 CAD) of the remaining loan. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2017 | |
Capital Stock [Text Block] | 11. Capital Stock At September 30, 2017, the Company had 150,000,000 authorized common shares, with a par value of $.0001 and 37,253,031 (December 31, 2016- 34,128,910) issued and outstanding common shares and 10,000,000 preferred shares are authorized, with a par value of $.0001, none of which are issued and outstanding. During the nine-month period ended September 30, 2017, the Company raised $370,374 (December 31, 2016-$358,316) cash on a private placement, net of cash share issue costs of $35,100 (2016-$28,690), on the issuance of 710,151 (December 31, 2016- 2,581,564) common shares of the Company. On January 5, 2017 and January 30, 2017, the Company issued, in total, 1,620,000 common shares of the Company, determined to be valued at $469,800, to agents for their services in assisting in establishing the Line of Credit (see note 9(a)). On each of January 30, 2017 and June 8, 2017, the Company issued a total of 40,000 common shares to two new directors, determined to be valued at $11,600 and $13,200 respectively. On February 6, 2017, the Company issued 5,000 common shares and on August 23, 2017, the Company issued 4,000 common shares to employees, determined to be valued at $1,450 and $4,000, respectively, for their services. On May 9, 2017, the Company issued 15,000 common shares, on June 8, 2017, another 20,000 common shares and then on August 23, 2017, a further 20,000 common shares to consultants for their services, determined to be valued at $4,950, $6,600 and $20,000 respectively, these services were included in professional fees in the interim condensed consolidated statements of loss and comprehensive loss. On May 9, 2017, the Company issued 115,000 common shares on the exercise of the offer to acquire common shares at a price of $0.10 per common share by the VPCD. On September 5, 2017, the Company issued 5,000 common shares as compensation for a private placement, determined to be valued at $5,000. The services provided by the four new directors and the employees are included as share-based compensation in the interim condensed consolidated statements of loss and comprehensive loss. In addition, on September 11, 2017, the Company issued 529,970 common shares on the acquisition of assets, determined to be valued at $2,649,850 ($3,500,000 CAD). All non-cash transactions were valued based on the proceeds of a recent private placement. The Company also granted the CEO 3,000,000 restricted stock units (“RSU”), under a new consulting agreement effective January 1, 2017. The RSUs are to vest in three equal installments annually on January 1, 2018, 2019 and 2020. As at September 30, 2017, the Company has recognized a stock compensation reserve of $247,500, representing one quarter of the total value of the award of $990,000, based on the pricing for a recent private placement offering. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments [Text Block] | 12 Commitments a) On October 21, 2016, the Company hired a contractor to assume the role of VPCD, effective November 1, 2016, for a period of fourteen months, at the rate of $3,205 ($4,000 CAD) per month, plus applicable taxes. The future minimum commitment under this consulting agreement for the three months ending December 31, 2017 is $9,615. b) Effective January 1, 2017, new consulting agreements were finalized for the services of the President and the CEO. The consulting agreements are for a period of three years, commencing January 1, 2017. For each of these two executive officers, the monthly fees are to be as follows: $4,007 ($5,000 CAD) plus applicable taxes for 2017 and $12,020 ($15,000 CAD) plus applicable taxes for 2018 and 2019. In addition, the CEO was granted 3,000,000 Restricted Stock Units (“RSU”). The RSUs are to vest in three equal installments annually on January 1, 2018, 2019 and 2020. The future minimum commitment under these consulting agreements is as follows: For the three months ending December 31, 2017 $ 24,042 For the year ending December 31, 2018 288,480 For the year ending December 31, 2019 288,480 $ 601,002 c) Effective January 1, 2017, the Company entered into a new three-year premises lease agreement with Haute Inc., at a monthly amount of $3,205 ($4,000 CAD) for 2017, $4,007 ($5,000 CAD) for 2018 and $4,808 ($6,000 CAD) for 2019. The Company is also responsible for all expenses and outlays in connection with its occupancy of the leased premises, including, but not limited to utilities, realty taxes and maintenance. The future minimum commitment under this premises lease is as follows: For the three months ending December 31, 2017 $ 9,615 For the year ending December 31, 2018 48,084 For the year ending December 31, 2019 57,696 $ 115,395 d) The Company is a partner in business led collaboration in the water sector, a program known as the Advanced Water Technologies (“AWT”) Program. This program is administered by the Southern Ontario Water Consortium to assist small and medium sized business in the Province of Ontario, Canada, leverage world- class research facility and academic expertise to develop and demonstrate water technologies for successful introduction to market. The Company’s commitment under this program is as follows: For the three months ending December 31, 2017 $ 5,052 For the year ending December 31, 2018 24,167 $ 29,219 The Company has already completed and provided its commitment for the first year of the program which ended March 31, 2017, which consisted of professional fees of $7,217 ($9,432 CAD) and a contribution to the capital requirements of the program, totaling $71,017 ($94,000 CAD), for equipment to be used in the AWT Program and to be retained by Fleming College, the academic institution. e) The Company’s was assigned the land lease on the purchase of certain assets of Astoria. The land lease, which comprises 13.88 acres in Roslin, Ontario, Canada, has a term expiring March 31, 2034. The basic monthly rent on the net lease is $2,404 ($3,000 CAD) and is subject to adjustment based on the consumer price index as published by statistics Canada (“CPI”). To date, no adjustment for CPI has been charged by the landlord. The Company is also responsible for any property taxes, maintenance, insurance and utilities. In addition, the Company has the right to extend the lease for five further terms of five years each and one further term of five years less one day. The future minimum commitment under this land lease (excluding any CPI adjustment) is as follows: For the three months ending December 31, 2017 $ 7,212 For the year ending December 31, 2018 28,848 For the year ending December 31, 2019 28,848 For the year ending December 31, 2020 28,848 For the year ending December 31, 2021 28,848 For the year ending December 31, 2022 28,848 Thereafter 324,540 $ 475,992 f) On May 11, 2017, the Company signed a posting agreement with CrowdVest LLC (“CrowdVest”), a Tennessee limited liability company to act as the Company’s online intermediary technology platform in connection with the Company’s offering of common stock under Rule 506 of Regulation D under the Securities Act of 1933. As compensation, CrowdVest received 20,000 restricted common shares of the Company, based on an issue price of $5 per share, once the 506(c)-general solicitation offering commences. The offering terminated on October 27, 2017 and was not extended. |
Segmented Information
Segmented Information | 9 Months Ended |
Sep. 30, 2017 | |
Segmented Information [Text Block] | 13. Segmented Information The Company uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s management reporting structure provides for only one segment: renewable energy and operates in one country, Canada. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Text Block] | 14. Subsequent Events (a) On October 30, 2017, the Company arranged to lease certain equipment commencing on October 30, 2017 and ending on September 30, 2021. The first payment due October 30, 2017 is $8,814 ($11,000 CAD) plus applicable harmonized sales taxes and the monthly payments thereafter are to be $4,680 ($5,840 CAD), plus applicable harmonized sales taxes. (b) On October 6, October 11 and October 23, 2017, the Company repaid a further $23,800 ($30,000) on the Travellers loan. |
Comparative Figures
Comparative Figures | 9 Months Ended |
Sep. 30, 2017 | |
Comparative Figures [Text Block] | 15. Comparative Figures Certain of the prior period’s comparative figures have been reclassified to conform to the current period’s presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Policy Text Block] | Business Combinations The Company has chosen to early adopt Audit Standards Update No. 2017-01 (“ASU 2017-01”), which clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. |
Intangible Assets [Policy Text Block] | Intangible Assets Intangible assets, consisting of a technology license, which is stated at cost less accumulated amortization and is amortized on a straight-line basis over the useful life, which is 10 years. Intangible assets also include environmental compliance approvals, which are stated at cost, have an indefinite useful life and are not amortized until their useful lives are determined to be no longer indefinite. The Company evaluates the intangible assets for permanent impairment when triggering events are identified and whether events and circumstances continue to support the indefinite useful life. |
Long-lived Assets [Policy Text Block] | Long-lived Assets The Company introduced three new classes of long-lived assets, all of which are depreciated on a straight-line basis as follows: Organic composting facility-term of lease, which expires March 31, 2034 Machinery and equipment 30% Computer software 20% |
Debt Issuance Costs [Policy Text Block] | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. |
Stock-based Compensation [Policy Text Block] | Stock-based Compensation The Company records compensation costs related to stock-based awards in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, whereby the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. Compensation cost is recognized on a straight-line basis over the requisite service period of the award. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of highly subjective assumptions including: the expected option life, the risk-free rate, the dividend yield, the volatility of the Company’s stock price and an assumption for employee forfeitures. The risk-free rate is based on the U.S. treasury bill rate at the date of the grant with maturity dates approximately equal to the expected term of the option. The Company has not historically issued any dividends and does not expect to in the near future. Changes in any of these subjective input assumptions can materially affect the fair value estimates and the resulting stock-based compensation recognized. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Depreciation Computed on Straight-Line Method Over Estimated Useful Life [Table Text Block] | Organic composting facility-term of lease, which expires March 31, 2034 Machinery and equipment 30% Computer software 20% |
Intangible Asset (Tables)
Intangible Asset (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2017 December 31, 2016 Technology License (net of accumulated amortization of $481 (2016 - $331) $ 1,520 $ 1,670 Environmental compliance approvals-indefinite life 147,259 - $ 148,779 $ 1,670 |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Long-lived Assets [Table Text Block] | September 30, 2017 December 31, 2016 Cost Accumulated Net book value Net book value Depreciation Organic composting facility $ 5,873,147 $ 14,698 $ 5,858,449 $ - Machinery and equipment 99,469 397 99,072 - Computer equipment 7,403 1,707 5,696 880 Computer software 4,007 82 3,925 - $ 5,984,026 $ 16,884 $ 5,967,142 $ 880 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Long-term Debt Instruments [Table Text Block] | Credit Credit Credit Corporate Equipment Total Term Loan Facility Facility Facility Loan (a) (b) (c) (d) (e) Balance, December 31, 2016 - - - - - - Advanced $ 1,232,960 $ 462,360 $ 39,563 $ 3,055,836 $ 13,923 $ 4,804,642 Repayment of principal (428,417 ) - - - - (428,417 ) Impact of foreign exchange 17,699 (2,522 ) 502 (71,677 ) (157 ) (56,155 ) Sub-total 822,242 459,838 40,065 2,984,159 13,766 4,320,070 Less: current portion (822,242 ) (459,838 ) (40,065 ) (506,227 ) (11,740 ) (1,840,112 ) Balance-September 30, 2017 $ - $ - $ - $ 2,477,932 $ 2,026 $ 2,479,958 |
Schedule of Repayments [Table Text Block] | For the three months ending December 31, 2017 $ 125,812 For the year ending December 31, 2018 1,849,433 For the year ending December 31, 2019 559,251 For the year ending December 31, 2020 605,276 For the year ending December 31, 2021 655,906 For the year ending December 31, 2022 524,392 Total $ 4,320,070 |
Loans Payable to Related Party
Loans Payable to Related Party (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Related Party Transactions [Table Text Block] | September 30, December 31, 2017 2016 Travellers $ 56,091 $ 217,482 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Executive Chairman and President and for the Chief Executive Officer [Member] | |
Commitments [Table Text Block] | For the three months ending December 31, 2017 $ 24,042 For the year ending December 31, 2018 288,480 For the year ending December 31, 2019 288,480 $ 601,002 |
Haute Inc [Member] | |
Commitments [Table Text Block] | For the three months ending December 31, 2017 $ 9,615 For the year ending December 31, 2018 48,084 For the year ending December 31, 2019 57,696 $ 115,395 |
Advanced Water Technologies Program [Member] | |
Commitments [Table Text Block] | For the three months ending December 31, 2017 $ 5,052 For the year ending December 31, 2018 24,167 $ 29,219 |
Astoria Organic Matters Ltd. [Member] | |
Commitments [Table Text Block] | For the three months ending December 31, 2017 $ 7,212 For the year ending December 31, 2018 28,848 For the year ending December 31, 2019 28,848 For the year ending December 31, 2020 28,848 For the year ending December 31, 2021 28,848 For the year ending December 31, 2022 28,848 Thereafter 324,540 $ 475,992 |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) - 9 months ended Sep. 30, 2017 | USD ($) | CAD |
Going Concern 1 | $ 2,000,544 | |
Going Concern 2 | 487,703 | |
Going Concern 3 | 1,756,945 | |
Going Concern 4 | 337,330 | |
Going Concern 5 | 4,204,760 | |
Going Concern 6 | 2,447,815 | |
Going Concern 7 | 1,232,960 | |
Going Concern 8 | CAD | CAD 1,600,000 | |
Going Concern 9 | $ 4,407,150 | |
Going Concern 10 | CAD | CAD 5,500,000 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2017CAD | |
Financial Instruments 1 | $ 4,306,304 | |
Financial Instruments 2 | CAD | CAD 5,374,147 | |
Financial Instruments 3 | 5.00% | 5.00% |
Financial Instruments 4 | 79.00% | 79.00% |
Financial Instruments 5 | 99.00% | 99.00% |
Financial Instruments 6 | $ 9,626 | |
Financial Instruments 7 | $ 5,108 |
Intangible Asset (Narrative) (D
Intangible Asset (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)shares | Sep. 30, 2017CADshares | |
Intangible Asset 1 | $ 1 | |
Intangible Asset 2 | shares | 20,000 | 20,000 |
Intangible Asset 3 | $ 2,000 | |
Intangible Asset 4 | $ 147,259 | |
Intangible Asset 5 | CAD | CAD 183,775 |
Long-lived Assets, net (Narrati
Long-lived Assets, net (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2017CAD | |
Long-lived Assets, Net 1 | $ 3,138,071 | |
Long-lived Assets, Net 2 | $ 3,916,225 | |
Long-lived Assets, Net 3 | 529,970 | 529,970 |
Long-lived Assets, Net 4 | $ 2,649,850 | |
Long-lived Assets, Net 5 | 3.500 | |
Long-lived Assets, Net 6 | $ 24,014 | |
Long-lived Assets, Net 7 | CAD | CAD 29,253 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2017CAD | |
Related Party Transactions 1 | $ 34,434 | |
Related Party Transactions 2 | CAD | CAD 45,000 | |
Related Party Transactions 3 | 34,083 | |
Related Party Transactions 4 | CAD | 45,000 | |
Related Party Transactions 5 | 34,434 | |
Related Party Transactions 6 | CAD | 45,000 | |
Related Party Transactions 7 | 34,083 | |
Related Party Transactions 8 | CAD | 45,000 | |
Related Party Transactions 9 | 27,547 | |
Related Party Transactions 10 | CAD | 36,000 | |
Related Party Transactions 11 | 27,266 | |
Related Party Transactions 12 | CAD | 36,000 | |
Related Party Transactions 13 | 27,547 | |
Related Party Transactions 14 | CAD | 36,000 | |
Related Party Transactions 15 | 0 | |
Related Party Transactions 16 | 98,431 | |
Related Party Transactions 17 | CAD | 122,839 | |
Related Party Transactions 18 | 95,396 | |
Related Party Transactions 19 | CAD | 128,083 | |
Related Party Transactions 20 | 88,944 | |
Related Party Transactions 21 | CAD | 111,000 | |
Related Party Transactions 22 | 61,982 | |
Related Party Transactions 23 | CAD | 83,220 | |
Related Party Transactions 24 | 14,052 | |
Related Party Transactions 25 | CAD | 18,363 | |
Related Party Transactions 26 | $ 8,721 | |
Related Party Transactions 27 | CAD | CAD 11,541 | |
Related Party Transactions 28 | 3,000,000 | 3,000,000 |
Related Party Transactions 29 | $ 247,500 | |
Related Party Transactions 30 | 990,000 | |
Related Party Transactions 31 | 50,348 | |
Related Party Transactions 32 | CAD | CAD 65,797 | |
Related Party Transactions 33 | $ 23,858 | |
Related Party Transactions 34 | CAD | CAD 31,500 |
Long-term Debt (Narrative) (Det
Long-term Debt (Narrative) (Details) - 9 months ended Sep. 30, 2017 | USD ($)shares | CADshares |
Long-term Debt 1 | $ 68,997 | |
Long-term Debt 2 | CAD | CAD 90,169 | |
Long-term Debt 3 | 0 | |
Long-term Debt 4 | 4,407,150 | |
Long-term Debt 5 | CAD | 5,500,000 | |
Long-term Debt 6 | $ 1,232,960 | |
Long-term Debt 7 | CAD | CAD 1,600,000 | |
Long-term Debt 8 | 1.25% | 1.25% |
Long-term Debt 9 | 8.00% | 8.00% |
Long-term Debt 10 | $ 1,232,960 | |
Long-term Debt 11 | CAD | CAD 1,600,000 | |
Long-term Debt 12 | $ 83,105 | |
Long-term Debt 13 | CAD | CAD 110,000 | |
Long-term Debt 14 | shares | 1,620,000 | 1,620,000 |
Long-term Debt 15 | $ 469,800 | |
Long-term Debt 16 | 300,000 | |
Long-term Debt 17 | 29,248 | |
Long-term Debt 18 | CAD | CAD 38,713 | |
Long-term Debt 19 | 462,360 | |
Long-term Debt 20 | CAD | 600,000 | |
Long-term Debt 21 | 39,563 | |
Long-term Debt 22 | CAD | 50,000 | |
Long-term Debt 23 | $ 3,055,836 | |
Long-term Debt 24 | CAD | CAD 3,724,147 | |
Long-term Debt 25 | 1.25% | 1.25% |
Long-term Debt 26 | 8.00% | 8.00% |
Long-term Debt 27 | $ 60,549 | |
Long-term Debt 28 | CAD | CAD 75,564 | |
Long-term Debt 29 | 3,282,989 | |
Long-term Debt 30 | CAD | 4,000,978 | |
Long-term Debt 31 | $ 221,824 | |
Long-term Debt 32 | CAD | CAD 276,831 | |
Long-term Debt 33 | 704 | 704 |
Long-term Debt 34 | $ 3,282,989 | |
Long-term Debt 35 | CAD | CAD 4,000,978 | |
Long-term Debt 36 | 13,923 | |
Long-term Debt 37 | CAD | 17,180 | |
Long-term Debt 38 | $ 1,020 | |
Long-term Debt 39 | CAD | CAD 1,273 | |
Long-term Debt 40 | 5.95% | 5.95% |
Long-term Debt 41 | $ 221,824 | |
Long-term Debt 42 | CAD | CAD 276,831 |
Loans Payable to Related Part35
Loans Payable to Related Party (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2017CAD | |
Loans Payable To Related Party 1 | $ | $ 56,091 | |
Loans Payable To Related Party 2 | CAD | CAD 70,000 | |
Loans Payable To Related Party 3 | $ | $ 217,482 | |
Loans Payable To Related Party 4 | CAD | CAD 292,000 | |
Loans Payable To Related Party 5 | 12.00% | 12.00% |
Loans Payable To Related Party 6 | $ | $ 21,285 | |
Loans Payable To Related Party 7 | CAD | CAD 26,563 | |
Loans Payable To Related Party 8 | $ | 15,043 | |
Loans Payable To Related Party 9 | CAD | 20,197 | |
Loans Payable To Related Party 10 | $ | 62,746 | |
Loans Payable To Related Party 11 | CAD | 82,000 | |
Loans Payable To Related Party 12 | $ | $ 107,128 | |
Loans Payable To Related Party 13 | CAD | CAD 140,000 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - 9 months ended Sep. 30, 2017 | USD ($)shares | CADshares |
Capital Stock 1 | 150,000,000 | 150,000,000 |
Capital Stock 2 | $ 0.0001 | |
Capital Stock 3 | 37,253,031 | 37,253,031 |
Capital Stock 4 | 34,128,910 | 34,128,910 |
Capital Stock 5 | shares | 10,000,000 | 10,000,000 |
Capital Stock 6 | $ 0.0001 | |
Capital Stock 7 | 370,374 | |
Capital Stock 8 | 358,316 | |
Capital Stock 9 | 35,100 | |
Capital Stock 10 | $ 28,690 | |
Capital Stock 11 | 710,151 | 710,151 |
Capital Stock 12 | shares | 2,581,564 | 2,581,564 |
Capital Stock 13 | shares | 1,620,000 | 1,620,000 |
Capital Stock 14 | $ 469,800 | |
Capital Stock 15 | shares | 40,000 | 40,000 |
Capital Stock 16 | $ 11,600 | |
Capital Stock 17 | $ 13,200 | |
Capital Stock 18 | shares | 5,000 | 5,000 |
Capital Stock 19 | shares | 4,000 | 4,000 |
Capital Stock 20 | $ 1,450 | |
Capital Stock 21 | $ 4,000 | |
Capital Stock 22 | shares | 15,000 | 15,000 |
Capital Stock 23 | shares | 20,000 | 20,000 |
Capital Stock 24 | shares | 20,000 | 20,000 |
Capital Stock 25 | $ 4,950 | |
Capital Stock 26 | 6,600 | |
Capital Stock 27 | $ 20,000 | |
Capital Stock 28 | shares | 115,000 | 115,000 |
Capital Stock 29 | $ 0.10 | |
Capital Stock 30 | shares | 5,000 | 5,000 |
Capital Stock 31 | $ 5,000 | |
Capital Stock 32 | shares | 529,970 | 529,970 |
Capital Stock 33 | $ 2,649,850 | |
Capital Stock 34 | CAD | CAD 3,500,000 | |
Capital Stock 35 | 3,000,000 | 3,000,000 |
Capital Stock 36 | $ 247,500 | |
Capital Stock 37 | $ 990,000 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - 9 months ended Sep. 30, 2017 | USD ($)a$ / shares | CADa |
Commitments 1 | $ 3,205 | |
Commitments 2 | CAD | CAD 4,000 | |
Commitments 3 | 9,615 | |
Commitments 4 | 4,007 | |
Commitments 5 | CAD | 5,000 | |
Commitments 6 | $ 12,020 | |
Commitments 7 | CAD | CAD 15,000 | |
Commitments 8 | 3,000,000 | 3,000,000 |
Commitments 9 | $ 3,205 | |
Commitments 10 | CAD | CAD 4,000 | |
Commitments 11 | 4,007 | |
Commitments 12 | CAD | 5,000 | |
Commitments 13 | 4,808 | |
Commitments 14 | CAD | 6,000 | |
Commitments 15 | 7,217 | |
Commitments 16 | CAD | 9,432 | |
Commitments 17 | $ 71,017 | |
Commitments 18 | CAD | CAD 94,000 | |
Commitments 19 | a | 13.88 | 13.88 |
Commitments 20 | $ 2,404 | |
Commitments 21 | CAD | CAD 3,000 | |
Commitments 22 | 20,000 | 20,000 |
Commitments 23 | $ / shares | $ 5 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - 9 months ended Sep. 30, 2017 | USD ($) | CAD |
Subsequent Events 1 | $ | $ 8,814 | |
Subsequent Events 2 | CAD | CAD 11,000 | |
Subsequent Events 3 | $ | 4,680 | |
Subsequent Events 4 | CAD | 5,840 | |
Subsequent Events 5 | $ | $ 23,800 | |
Subsequent Events 6 | CAD | CAD 30,000 |
Depreciation Computed on Straig
Depreciation Computed on Straight-Line Method Over Estimated Useful Life (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies Depreciation Computed On Straight-line Method Over Estimated Useful Life 1 | 30.00% |
Significant Accounting Policies Depreciation Computed On Straight-line Method Over Estimated Useful Life 2 | 20.00% |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Intangible Asset Schedule Of Finite-lived Intangible Assets 1 | $ 481 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 2 | 331 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 3 | 1,520 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 4 | 1,670 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 5 | 147,259 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 6 | 0 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 7 | 148,779 |
Intangible Asset Schedule Of Finite-lived Intangible Assets 8 | $ 1,670 |
Schedule of Long-lived Assets (
Schedule of Long-lived Assets (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Long-lived Assets, Net Schedule Of Long-lived Assets 1 | $ 5,873,147 |
Long-lived Assets, Net Schedule Of Long-lived Assets 2 | 14,698 |
Long-lived Assets, Net Schedule Of Long-lived Assets 3 | 5,858,449 |
Long-lived Assets, Net Schedule Of Long-lived Assets 4 | 0 |
Long-lived Assets, Net Schedule Of Long-lived Assets 5 | 99,469 |
Long-lived Assets, Net Schedule Of Long-lived Assets 6 | 397 |
Long-lived Assets, Net Schedule Of Long-lived Assets 7 | 99,072 |
Long-lived Assets, Net Schedule Of Long-lived Assets 8 | 0 |
Long-lived Assets, Net Schedule Of Long-lived Assets 9 | 7,403 |
Long-lived Assets, Net Schedule Of Long-lived Assets 10 | 1,707 |
Long-lived Assets, Net Schedule Of Long-lived Assets 11 | 5,696 |
Long-lived Assets, Net Schedule Of Long-lived Assets 12 | 880 |
Long-lived Assets, Net Schedule Of Long-lived Assets 13 | 4,007 |
Long-lived Assets, Net Schedule Of Long-lived Assets 14 | 82 |
Long-lived Assets, Net Schedule Of Long-lived Assets 15 | 3,925 |
Long-lived Assets, Net Schedule Of Long-lived Assets 16 | 0 |
Long-lived Assets, Net Schedule Of Long-lived Assets 17 | 5,984,026 |
Long-lived Assets, Net Schedule Of Long-lived Assets 18 | 16,884 |
Long-lived Assets, Net Schedule Of Long-lived Assets 19 | 5,967,142 |
Long-lived Assets, Net Schedule Of Long-lived Assets 20 | $ 880 |
Schedule of Long-term Debt Inst
Schedule of Long-term Debt Instruments (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Long-term Debt Schedule Of Long-term Debt Instruments 1 | $ 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 2 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 3 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 4 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 5 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 6 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 7 | 1,232,960 |
Long-term Debt Schedule Of Long-term Debt Instruments 8 | 462,360 |
Long-term Debt Schedule Of Long-term Debt Instruments 9 | 39,563 |
Long-term Debt Schedule Of Long-term Debt Instruments 10 | 3,055,836 |
Long-term Debt Schedule Of Long-term Debt Instruments 11 | 13,923 |
Long-term Debt Schedule Of Long-term Debt Instruments 12 | 4,804,642 |
Long-term Debt Schedule Of Long-term Debt Instruments 13 | (428,417) |
Long-term Debt Schedule Of Long-term Debt Instruments 14 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 15 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 16 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 17 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 18 | (428,417) |
Long-term Debt Schedule Of Long-term Debt Instruments 19 | 17,699 |
Long-term Debt Schedule Of Long-term Debt Instruments 20 | (2,522) |
Long-term Debt Schedule Of Long-term Debt Instruments 21 | 502 |
Long-term Debt Schedule Of Long-term Debt Instruments 22 | (71,677) |
Long-term Debt Schedule Of Long-term Debt Instruments 23 | (157) |
Long-term Debt Schedule Of Long-term Debt Instruments 24 | (56,155) |
Long-term Debt Schedule Of Long-term Debt Instruments 25 | 822,242 |
Long-term Debt Schedule Of Long-term Debt Instruments 26 | 459,838 |
Long-term Debt Schedule Of Long-term Debt Instruments 27 | 40,065 |
Long-term Debt Schedule Of Long-term Debt Instruments 28 | 2,984,159 |
Long-term Debt Schedule Of Long-term Debt Instruments 29 | 13,766 |
Long-term Debt Schedule Of Long-term Debt Instruments 30 | 4,320,070 |
Long-term Debt Schedule Of Long-term Debt Instruments 31 | (822,242) |
Long-term Debt Schedule Of Long-term Debt Instruments 32 | (459,838) |
Long-term Debt Schedule Of Long-term Debt Instruments 33 | (40,065) |
Long-term Debt Schedule Of Long-term Debt Instruments 34 | (506,227) |
Long-term Debt Schedule Of Long-term Debt Instruments 35 | (11,740) |
Long-term Debt Schedule Of Long-term Debt Instruments 36 | (1,840,112) |
Long-term Debt Schedule Of Long-term Debt Instruments 37 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 38 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 39 | 0 |
Long-term Debt Schedule Of Long-term Debt Instruments 40 | 2,477,932 |
Long-term Debt Schedule Of Long-term Debt Instruments 41 | 2,026 |
Long-term Debt Schedule Of Long-term Debt Instruments 42 | $ 2,479,958 |
Schedule of Repayments (Details
Schedule of Repayments (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Long-term Debt Schedule Of Repayments 1 | $ 125,812 |
Long-term Debt Schedule Of Repayments 2 | 1,849,433 |
Long-term Debt Schedule Of Repayments 3 | 559,251 |
Long-term Debt Schedule Of Repayments 4 | 605,276 |
Long-term Debt Schedule Of Repayments 5 | 655,906 |
Long-term Debt Schedule Of Repayments 6 | 524,392 |
Long-term Debt Schedule Of Repayments 7 | $ 4,320,070 |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Loans Payable To Related Party Schedule Of Related Party Transactions 1 | $ 56,091 |
Loans Payable To Related Party Schedule Of Related Party Transactions 2 | $ 217,482 |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Executive Chairman and President and for the Chief Executive Officer [Member] | |
Commitments Commitments 1 | $ 24,042 |
Commitments Commitments 2 | 288,480 |
Commitments Commitments 3 | 288,480 |
Commitments Commitments 4 | 601,002 |
Haute Inc [Member] | |
Commitments Commitments 1 | 9,615 |
Commitments Commitments 2 | 48,084 |
Commitments Commitments 3 | 57,696 |
Commitments Commitments 4 | 115,395 |
Advanced Water Technologies Program [Member] | |
Commitments Commitments 1 | 5,052 |
Commitments Commitments 2 | 24,167 |
Commitments Commitments 3 | 29,219 |
Astoria Organic Matters Ltd. [Member] | |
Commitments Commitments 1 | 7,212 |
Commitments Commitments 2 | 28,848 |
Commitments Commitments 3 | 28,848 |
Commitments Commitments 4 | 28,848 |
Commitments Commitments 5 | 28,848 |
Commitments Commitments 6 | 28,848 |
Commitments Commitments 7 | 324,540 |
Commitments Commitments 8 | $ 475,992 |