Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Text Block]

18. Subsequent Events

The Company’s management has evaluated subsequent events up to the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events:

(a)	Subsequent to the end of the year, the Company issued 1,000,000 common shares to the President in relation to the RSUs granted in his consulting agreement determined to be valued at $1,000,000 based on private placement pricing at the time, 100,000 common shares issued to US counsel for services rendered totaling $53,000 based on the trading price of the shares at the close of business on January 18, 2019 and 5,000 common shares on proceeds of $4,600, net of shares issue costs of $400 received prior to December 31, 2018.
(b)	On January 28, 2019, the Company entered into three securities purchase agreements with three investors (the “January 2019 Investors”) pursuant to which the January 2019 Investors purchased 12% unsecured convertible promissory notes from the Company in the aggregate principal amount of $337,500, such principal and the interest thereon convertible into shares of the Company’s common stock at the January Investors’ option. After payment of transaction related expenses, net proceeds to the Company from the unsecured convertible promissory notes totaled $302,500 and were received on February 1 and 4, 2019.
(c)	On January 31, 2019, the Company advanced a deposit of $36,650 ($50,000 CAD) in connection with an offer for $1,905,800 ($2,600,000 CAD) to purchase certain property located in Hamilton, Ontario, Canada, from another court appointed receiver for future operations.
(d)	On February 5, 2019, the Company advanced a non-refundable deposit of $52,776 ($72,000 CAD) in connection with an executed non-binding letter of intent for $1,295,394 ($1,767,250 CAD) to acquire 100% of the shares of a company whose primary asset includes the 39.44 acres of property in Roslin (near Belleville), Ontario, Canada which includes the site the Company currently leases for its organic composting facility.

(e)

On March 7 and 8, 2019, the Company entered into securities purchase agreements (the “March 2019 SPAs”) with two investors (the “March 2019 Investors”) pursuant to which each Investor purchased 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 “Notes”) in the aggregate principal amount of $1,100,000, such principal and the interest thereon convertible into shares of the Company’s common stock (the “Common Stock”) at the Investors’ option. Each First Note contained a $25,000 original issue discount such that the purchase price of each First Note was $250,000. The First Notes were paid for by the March Investors upon the signing of the SPAs. The Back-End Notes were initially paid for by the issuance of two offsetting $250,000 secured notes issued to the Company by the March Investors (the “Investor Notes”), provided that prior to conversion of the Investor Notes, the March Investors must have repaid the Investor Notes in cash.

Although the March 2019 SPAs are dated March 7, 2019 and March 8, 2019 (each, an “Effective Date”), they became effective upon the payment in cash of the purchase price by the March Investors. The purchase prices of $250,000 and $250,000 for the First Notes were paid in cash by the March Investors on March 11, 2019. After payment of transaction-related expenses, net proceeds to the Company from the Notes totaled $456,000.