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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934

 

For the quarterly period ended September 30, 2022

 

☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934

 

For the transition period from ________________________________ to __________________________________

 

Commission file number 000-54875

 

Sustainable Projects Group Inc.

(Exact name of registrant as specified in its charter)

 

Incorporated in the State of Nevada   81-5445107

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

     
2316 Pine Ridge Road 383, Naples Florida   34102
(Address of principal executive offices)   (Zip Code)

 

305-814-2915

(Registrant’s telephone number, including area code)

 

Sustainable Petroleum Group Inc., 2316 Pine Ridge Rd

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

 

Larger accelerated filer ☐   Accelerated filer ☐
     
Non-accelerated filer ☒   Smaller reporting company ☒
     
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

☐ Yes ☒ No

 

Applicable only to corporate issuers

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

Class   Outstanding at November 9, 2022
common stock - $0.0001 par value   8,725,877

 

 

 

 

 

  

SUSTAINABLE PROJECTS GROUP INC.

 

For the NINE Months Ended SEPTEMBER 30, 2022 and 2021

 

index to condensed unaudited CONSOLIDATED interim financial statements

 

  Page
   
Condensed Consolidated Unaudited Interim Balance Sheets F-2
   
Condensed Consolidated Unaudited Interim Statements of Operations and Comprehensive Loss F-3
   
Condensed Consolidated Unaudited Interim Statements of Stockholders’ Equity (Deficit) F-4
   
Condensed Consolidated Unaudited Interim Statements of Cash Flows F-5
   
Notes to Condensed Consolidated Unaudited Interim Financial Statements F-6 to F11

 

Form 10-QSustainable Projects Group Inc.Page F-1
 

 

SUSTAINABLE PROJECTS GROUP INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)

 

     September 30,     December 31 
   2022   2021 
As at          
ASSETS          
Current Assets:          
Cash and cash equivalents  $21,675   $55,971 
Inventory – Note 4   3,939    3,939 
Prepaid expenses and deposits   2,036    4,242 
Discontinued assets   -    53,028 
TOTAL CURRENT ASSETS   27,650    117,180 
           
Office equipment – Note 5   1,042    2,292 
Intangible assets – Note 6, 7   71,468    91,718 
Goodwill – Note 6   156,752    156,752 
           
TOTAL ASSETS  $256,912   $367,942 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
LIABILITIES          
CURRENT LIABILITIES:          
Accounts payable and accrued liabilities – Note 8  $143,671   $173,567 
Amount due to related parties – Note 12   116,684    89,204 
Note payable – Note 9   -    50,000 
Interest payable – Note 9   18,705    9,273 
Convertible note payable – Note 9   125,000    - 
Discontinued assets   -    9,643 
TOTAL CURRENT LIABILITIES   404,060    331,687 
           
NON-CURRENT LIABILITIES          
Convertible note payable, related party – Note 9   50,000    100,000 
TOTAL NON-CURRENT LIABILITIES   50,000    100,000 
           
TOTAL LIABILITIES   454,060    431,687 
           
STOCKHOLDERS’ DEFICIT          
Common Stock – Note 10          
Par Value: $0.0001 Authorized 500,000,000 shares          
Common Stock Issued: 8,725,877 (Dec 31, 2021 – 8,085,877)   872    808 
Additional Paid in Capital   3,112,131    3,091,097 
Obligation to issue shares – Note 9   -    21,098 
Accumulated Deficit   (3,310,151)   (3,243,727)
Non-controlling interest – Note 11   -    66,979 
TOTAL STOCKHOLDERS’ DEFICIT   (197,148)   (63,745)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $256,912   $367,942 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Form 10-QSustainable Projects Group Inc.Page F-2
 

 

SUSTAINABLE PROJECTS GROUP INC.

 

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   For the three   For the three   For the nine   For the nine 
   months ended   months ended   months ended   months ended 
   Sep 30 2022   Sep 30 2021   Sep 30 2022   Sep 30 2021 
                 
Revenues                    
Gross Revenues  $-   $-   $-   $233 
Cost of Goods Sold (recovery)   -    -    -    (282)
Gross Margin   -    -    -    515 
                     
Operating Expenses                    
Administrative and other operating expenses   3,766    3,357    11,073    10,190 
Depreciation   7,167    7,167    21,500    22,181 
Management fees   9,000    -    27,000    - 
Professional fees   3,000    6,000    16,100    22,576 
Operating Expenses   22,933    16,524    75,673    54,947 
                     
Operating loss before interest expense   (22,933)   (16,524)   (75,673)   (54,432)
Interest expense   (3,592)   (2,221)   (9,432)   (3,303)
                     
Loss from continuing operations   (26,525)   (18,745)   (85,105)   (57,735)
Loss from discontinued operations   (20,066)   (1,200)   (57,136)   (6,114)
Net loss before gain on deconsolidation   (46,591)   (19,945)   (142,241)   (63,849)
Gain on deconsolidation   50,106    -    50,106    - 
Net income (loss) and comprehensive income (loss)   3,515    (19,945)   (92,135)   (63,849)
                     
Net loss attributed to non-controlling interest                    
Discontinued operations   (9,030)   (519)   (25,711)   (2,570)
                     
Net income (loss) attributed to stockholders  $12,545   $(19,426)  $(66,424)  $(61,279)
Loss per share of common stock                    
-Basic and diluted  $(0.001)  $(0.002)  $(0.008)  $(0.008)
Weighted average no. of shares of common stock                    
-Basic and diluted   8,725,877    7,785,877    8,552,397    7,785,877 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Form 10-QSustainable Projects Group Inc.Page F-3
 

 

SUSTAINABLE PROJECTS GROUP INC.

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Nine Months Ended September 30, 2022 and 2021

(Unaudited)

 

For September 30, 2022  Common Shares   Par Value at $0.001 Amount   Additional Paid in Capital   Obligation to Issue Shares  

Accumulated

Deficit

   Non-controlling Interests   Total 
                             
Balance, December 31, 2021   8,085,877   $808   $3,091,097   $21,098   $(3,243,727)  $66,979   $(63,745)
Shares issued for debt at $0.033/share   640,000    64    21,034    (21,098)   -    -      
Net loss and comprehensive loss   -    -    -    -    (31,097)   (1,510)   (32,607)
                                    
Balance, March 31, 2022   8,725,877    872    3,112,131    -    (3,274,824)   65,469    (96,352)
Net loss and comprehensive loss   -    -    -    -    (47,872)   (15,171)   (63,043)
                                    
Balance, June 30, 2022   8,725,877    872    3,112,131    -    (3,322,696)   50,298    (159,395)
Net gain and comprehensive gain   -    -    -    -    12,545    (9,030)   3,515 
                                    
Deconsolidation of NCI   -    -    -    -    -    (41,268)   (41,268)
                                    
Balance, September 30, 2022   8,725,877   $872   $3,112,131   $-   $(3,310,151)  $-   $(197,148)

 

       Par Value at   Additional   Obligation       Non-     
For September 30, 2021  Common Shares   $0.0001 Amount   Paid-in Capital   To Issue Shares   Accumulated Deficit   Controlling Interests   Total 
                             
Balance, December 31, 2020   7,785,877   $778   $3,080,627   $-   $(3,100,629)  $74,292   $55,068 
Net loss and comprehensive loss   -    -    -    -    (17,665)   (1,800)   (19,465)
                                    
Balance, March 31, 2021   7,758,877    778    3,080,627    -    (3,118,294)   72,492    35,603 
Shares for debt at $0.033 per share   -    -    -    21,098    -    -    21,098 
Shares for services at $0.035 per share   -    -    -    10,500    -    -    10,500 
Net loss and comprehensive loss   -    -    -    -    (24,188)   (251)   (24,439)
                                    
Balance, June 30, 2021   7,785,877    778    3,080,627    31,598    (3,142,482)   72,241    42,762 
Net loss and comprehensive loss   -    -    -    -    (19,426)   (519)   (19,945)
Balance, September 30, 2021   7,785,877   $778   $3,080,627   $31,598   $(3,161,908)  $71,722   $22,817 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Form 10-QSustainable Projects Group Inc.Page F-4
 

 

SUSTAINABLE PROJECTS GROUP INC.

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the nine   For the nine 
   months ended   months ended 
   Sep 30, 2022   Sep 30, 2021 
Cash Flows from operating activities:          
Net loss and comprehensive loss  $(92,135)  $(63,849)
Loss from discontinued operations   (57,136)   

(6,114

)
Loss from continuing operations   (34,999)   (57,735)
Adjustments to reconcile net income(loss) to net cash used in operating activities:          
Depreciation   21,500    22,356 
Gain on deconsolidation   (50,106)   - 
Shares issued for services   -    10,500 
Changes in current assets and liabilities          
Prepaid expenses   2,206    3,200 
Interest payable   9,432    3,304 
Accounts payable and accrued expenses   (29,396)   (11,940)
Amount due to related parties   26,980    1,200 
Net cash provided by (used in) operating activities          
From continuing operations   (54,383)   (29,115)
From discontinued operations   (4,913)   

1,916

 
Net cash provided by (used in) operating activities   (59,296)   (27,199)
           
Cash Flows from financing activities:          
Proceeds from convertible notes payable   25,000    100,000 
Net Cash generated from financing activities   25,000    100,000 
           
Net (decrease) increase in cash and cash equivalents   (34,296)   72,801 
Cash and cash equivalents at beginning of period   55,971    1,265 
Cash and cash equivalents at end of period  $21,675   $74,066 
           
Supplemental Disclosures          
Cash paid for:          
Interest  $-   $- 
Taxes  $-   $- 

 

See accompanying notes to the condensed consolidated interim financial statements

 

Form 10-QSustainable Projects Group Inc.Page F-5
 

 

SUSTAINABLE PROJECTS GROUP INC.

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

 

1. Organization and Nature of Operations

 

Sustainable Projects Group Inc. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009 as Blue Spa Incorporated which was engaged in the development of an internet based retailer of a multi-channel concept combining a wholesale distribution with a retail strategy relating to the quality personal care products, fitness apparel and related accessories. On December 19, 2016, the Company amended its name from “Blue Spa Incorporated” to “Sustainable Petroleum Group Inc.” On September 6, 2017, the Company obtained a majority vote from its shareholders to amend the Company’s name from “Sustainable Petroleum Group Inc.” to “Sustainable Projects Group Inc.” to better reflect the business it has undertaken. The name change was effective on October 20, 2017.

 

The Company is a multinational business development company that pursue investments and partnerships with companies across sustainable sectors. It is continually evaluating and acquiring assets for holding and/or for development. The Company is involved in consulting services and collaborative partnerships.

 

The Company’s year-end is December 31.

 

2. Going Concern

 

These condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States or “GAAP”, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.

 

The Company has accumulated a deficit of $3,310,151 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company has $21,675 cash on hand as at September 30, 2022. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 month period. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

 

3. Summary of accounting policies

 

Basis of presentation

 

While the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2021 annual financial statements. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended December 31, 2022.

 

The accompanying condensed consolidated unaudited interim financial statements include the accounts of the Company, it’s wholly subsidiary YER Brands Inc., and its joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) The Company controls 55% of Hero Wellness Systems Inc. Pursuant to Accounting Standards Codification Topic 810, the joint venture company is considered as a variable interest entity that requires the Company to consolidate its account. All intercompany balances and transactions have been eliminated in the consolidation. The operating results of the joint venture have been included in the Company’s consolidated financial statements and the non-controlling interest that were not attributable to the Company have been reported separately. At September 30, 2022, Hero Wellness Systems’ assets were impaired and the Company impaired its investment and eliminated Hero Wellness System’s accounts from the condensed consolidated financial statements.

 

Form 10-QSustainable Projects Group Inc.Page F-6
 

 

Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the December 31, 2021 annual report.

 

Use of estimates

 

The preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 

Segment Reporting

 

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance of its corporation wide basis in comparison to its various businesses. The Company has three reportable segments. The business operations consist of YER Brands and Sustainable Projects Group. The segment for Hero Wellness Systems Inc. has been extinguished at September 30, 2022. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. The operating segment’s performance is evaluated based on its segment income. Segment income is defined as the gross sales and miscellaneous income. At September 30, 2022, revenues were reported as follows:

 

   For the nine   For the nine   For the twelve 
   months ended   Months ended   months ended 
   September 30,
2022		   September 30,
2021		   December 31,
2021		 
             
Sales               
Sustainable Projects Group  $-   $-   $- 
YER Brands   -    233    233 
Hero Wellness Systems (discontinued operation)   -    5,120    5,120 
Total Sales  $-   $5,353   $5,353 
                
Total Assets               
Sustainable Projects Group  $23,409    79,081   $59,806 
YER Brands   233,503    262,275    255,108 
Hero Wellness Systems (discontinued operation)   -    53,086    53,028 
Total Assets  $256,912   $394,442   $367,942 

 

Form 10-QSustainable Projects Group Inc.Page F-7
 

 

Recently issued accounting pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncements not included above will have a material effect on the accompanying financial statements.

 

4. Inventory

 

   Sep 30, 2022   Dec 31, 2021 
         
YER Brands (Materials)  $3,939   $3,939 
Total  $3,939   $3,939 

 

5. Office furniture and equipment

 

   Sep 30, 2022   Dec 31, 2021 
         
Cost – YER Brands  $9,789   $9,789 
Accumulated depreciation   (8,747)   (7,497)
Total  $1,042   $2,292 
           

 

Depreciation for the nine months ended September 30, 2022 was $1,250 (2021 year - $2,881).

 

6. Asset purchase and goodwill:

 

On May 8 2020, the Company entered into a Letter of Intent with Sawyer & Samantha Sparks to purchase all marketing rights, production know-how and limited existing inventory and equipment (the “Assets”) of Soy-yer Dough. Soy-yer Dough is a gluten free modeling clay. As part of the agreement, the Company issued 105,264 common shares to Sawyer & Samantha Sparks for meeting certain milestones which were at $2.85 per share that was valued at $300,002.

 

Goodwill has been recorded on the Soy Yer Dough purchase as the amount of the investment was greater than the identifiable net assets purchased. The amount is not amortized but rather is tested for impairment at least annually. The identifiable assets and goodwill was calculated as follows:

 

      
Purchase Price  $300,002 
      
Allocated to - License   135,000 
Equipment   5,000 
Inventory   3,250 
Identifiable net assets   143,250 
      
Allocated to Goodwill  $156,752 

 

Form 10-QSustainable Projects Group Inc.Page F-8
 

 

7. Intangible Assets

 

The intellectual property and trademarks acquired on the Soy-yer Dough purchase (See Note 6 Asset purchase and goodwill) were identified as intangible assets with finite useful lives and are amortized on a straight-line basis over their useful lives of five years. Amortization commences when the assets are available for use. Intellectual properties consist of production process, know-how, product recipe, marketing, and branding.

 

       September 30,
2022		   December 31, 2021 
   Cost   Depreciation   Net   Net 
Intellectual properties  $135,000   $64,125   $70,875   $91,125 
Trademark, patent   593    -    593    593 
   $135,593   $64,125   $71,468   $91,718 

 

Amortization for the nine months ended September 30, 2022 was $20,250 (2021 year - $27,000).

 

Amortization for over the remaining 4 years will be as follows:

 

Year ended December 31    
2022  $6,750 
2023  $27,000 
2024  $27,000 
2025  $10,125 
Total  $70,875 

 

8. Accounts payable and accrued liabilities

 

Accounts payable and accrued liabilities as of September 30, 2022 are summarized as follows:

 

   Sep 30, 2022   Dec 31, 2021 
         
Accounts payable  $138,471   $162,067 
Accrued liabilities   5,200    11,500 
Total  $143,671   $173,567 

 

9. Note payable, Convertible notes payable and Obligation to issue shares

 

On March 1, 2019, the Company entered into an unsecured loan agreement for $50,000 with an interest rate of 3.5% per annum. The loan was due on or before April 15, 2022, but on March 28, 2022, the loan agreement was extended to April 15, 2024. At September 30, 2022, there was $6,281 in accrued interest (December 31, 2021- $4,972).

 

On July 12, 2019, the Company entered into an unsecured convertible loan agreement with a relative of the CEO for $20,000 with an interest rate of 3.0% per annum. The loan is due on or before July 12, 2022. The lender has the option to convert the whole loan and the accrued interest into shares of the Company at the price of $1.45 per share. On May 10, 2021, the Company agreed to a debt settlement arrangement whereby it would issue 640,000 common shares for principal amount of $20,000 plus accrued interest and fees valued at $1,098. The transaction value was calculated to be $0.033 per share. The shares were issued during the period ended March 31, 2022.

 

On July 23, 2021, the Company received $100,000 pursuant to a two-year unsecured convertible promissory note payable, bearing an interest at 10% per annum. The loan may be renewed at the option of the Lender and is secured via a security agreement supported by Company’s present and future assets. The outstanding principal and unpaid accrued interest will automatically convert into shares of the Company on or before the maturity date upon the closing of a “Qualified Transaction” to an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. If the event that the Qualified Transaction is not consummated on or prior to the maturity date, the Lender has the right to convert the principal and unpaid accrued interest of the note into shares of the Company to an amount equal to 25% of the fully diluted capitalization of the Company. A Qualified Transaction is defined as the reverse merger of the Company with a target company. On June 22, 2022, the Company received an additional $25,000. The outstanding principal and unpaid accrued interest may be converted to an amount equal to 5% of the fully diluted capitalization of the Company on a post-money basis. At September 30, 2022, the accrued unpaid interest was $12,424 (December 31, 2021 - $4,301).

 

The total interest payable on the loans at September 30, 2022 was $18,705 (2021 year - $9,273).

 

Form 10-QSustainable Projects Group Inc.Page F-9
 

 

10. Common stock

 

The following stock transaction occurred in the Company during the nine-month period ended September 30, 2022:

 

  a) The Company issued 640,000 common shares for a debt settlement for a convertible note payable of $20,000 and accrued interest of $1,098.

 

The following transactions occurred during the year ended December 31, 2021:

 

  a) The Company reached a debt settlement arrange to issue 640,000 shares of common stock for a convertible note payable of $20,000 and accrued interest of $1,098, a $0.033 per share value ..

 

(See Note (Note payable, Convertible note payable and Obligation to issue shares).

 

  b) 300,000 shares of common stock were issued for consulting services of $10,500, a $0.035 per share value.

 

11. Equity in joint venture, non-controlling interest

 

Hero Wellness Systems Inc.

 

The Company had a controlling interest of 55% in a joint venture of Hero Wellness Systems Inc. (“Hero”)(formerly Vitalizer Americas Inc.) (See Note 13). Hero is in the business of importing, marketing, distribution and sale of luxury massage therapeutic chairs. Hero is still in its early stages of development. The company participated in several conferences to showcase and introduce its products in the market. The company has ordered and received inventory for sale. The following summary information on the joint venture amounts are based on contributions received from activities since inception through to September 30, 2022 and December 31, 2021 with intercompany transactions eliminated. Effective September 30, 2022, the assets, liabilities and non-controlling interest of Hero Wellness Systems that were consolidated on the balance sheet were eliminated.

 

   Sep 30, 2022   Dec 31, 2021 
Assets  $-   $53,028 
Liabilities   (8,838)   (9,643)
Net Assets (liabilities)  $(8,838)  $43,385 
           
Revenues  $4,280   $5,120 
Expenses   

(61,416

)   (21,371)
Net Income  $

(57,136

)  $(16,251)
           
Company’s joint venture interest portion on net loss  $(31,425)  $(8,938)
           
Non-controlling joint venture interest on net loss  $(25,711)  $(7,313)
           
Company’s Capital contribution to joint venture  $286,825   $286,825 
           
Company’s joint venture interest portion in net assets (liabilities)  $(4,861)  $23,862 
           
Total Equity of Joint Venture  $443,275   $443,275 
Company’s portion of the Joint Venture   286,825    286,825 
Non-controlling interest portion in equity   156,450    156,450 
           
Reduced by losses to date          
Prior years   (89,471)   (82,158)
Current period   (25,711)   (7,313)
Net non-controlling interest portion in equity, adjusted for losses to date, before deconsolidation  $41,268   $66,979 

 

Form 10-QSustainable Projects Group Inc.Page F-10
 

 

12. Discontinued Operations

 

Effective September 30, 2022, the Company impaired its investment in Hero Wellness Systems, Inc. and eliminated that company’s accounts from the condensed consolidated financial statements through deconsolidation. All expenses incurred by Hero Wellness Systems, Inc. up to September 30, 2022 have been disclosed as discontinued operations. An analysis of the financial results of the discontinued operations are as follows.

 

Revenues    
Sales  $4,280 
Cost of sales   (5,472)
Net margin (loss)   (1,192)
Expenses     
General and administrative   5,888 
Professional; fees   2,500 
Inventory write down   47,556 
Operating expense   (55,944)
Net loss from discontinued operations  $(57,136)
      
Upon consolidation, the Company recorded the following gain     
Net assets (liabilities) eliminated on deconsolidation  $(8,838)
Elimination of non-controlling interest   

(41,268

)
Gain on deconsolidation  $50,106 

 

13. Related party transactions

 

During the nine months ended September 30, 2022, the Company incurred management fees from a director/officer totaling an aggregate of $18,000 (2021 year - $24,000). At September 30, 2022, $60,250 was owing to the director/officer for management fees, current and past due, and $2,020 for out of pocket expenses. During the nine months ended September 30, 2022, the Company incurred management fees from an officer totaling $9,000 (2021 year - $12,000). At September 30, 2022, $12,766 was owing to that officer for past due salaries and $21,000 for management fees.

 

At September 30, 2022, the Company owes a company controlled by the above two related parties of $20,647 for office expenses.

 

See Note 9, Notes payable, Convertible notes payable and Obligation to issue shares, for a loan transaction with the relative of the CEO.

 

14. Subsequent Events

 

There were no subsequent events

 

Form 10-QSustainable Projects Group Inc.Page F-11
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

Cautionary Note Regarding Forward Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding Sustainable Projects Group Inc’s. (SPGX’s or the Company’s) capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding SPGX’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to SPGX’s operating plans, SPGX’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which SPGX competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports SPGX files with the SEC. These factors may cause SPGX’s actual results to differ materially from any forward-looking statement. SPGX disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Overview

 

The following discussion of the Company’s financial condition, changes in financial condition and results of operations for the nine months ended September 30, 2022 should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the full year ended December 31, 2021.

 

The Company is a business development company engaged in project development and holdings through value-based investments and collaborative partnerships with companies across sustainable sectors. It is continually evaluating and acquiring assets for holding and or development. The Company initiated its goals by pursuing investment and partnerships amongst diversified holdings and companies globally. The Company is currently involved in the evaluation and acquisition of assets and partnerships for holding or business development activities with a continued focus on sustainability projects.

 

The Company’s plan of operation for the next 12 months is to continue to evaluate and acquire assets and partnerships for holding or business development activities, and to collaborate, develop and create new assets with a continued focus on sustainability. The Company is currently evaluating other projects to find attractive partnerships to expand the Company’s business development activities. Other projects of interest that management is currently researching are in the field of sustainability.

 

Covid-19 has had a significant impact on development of legacy projects, as well as the sourcing of new participations and partnerships. The company has experienced significant difficulty in virtually all aspects of project development, including but not limited to access to funding, sourcing of materials and machinery as well as staffing. For this reason, the company has undertaken a stringent cost cutting and operations optimization plan.

 

Currently, the Company is engaged in the following projects:

 

  1. Hero Wellness Systems Inc. and
  2. YER Brands Inc.

 

1. Hero Wellness Systems Inc.

 

Hero Wellness Systems Inc. (“Hero Wellness”) –Pursuant to the terms and conditions of a shareholder’s agreement dated in September 29, 2018, the Company entered into a joint venture relationship originally for the purpose of importing, selling and distributing products offered by Vitalizer International of Switzerland. However, due to supplies and other processing issues, Hero Wellness has sourced its own supplier and is now importing, selling and distributing its own products. The Company’s participation in the joint venture is 55%. The Company’s role is to provide certain services, including general management and day to day operations of the joint venture. Currently, the joint venture is comprised of the following ownership: 55% the Company with the balance of ownership held by two non-controlling owners.

 

The Company was previously focused almost exclusively on the B2B market segment of the lifestyle and healthcare markets. B2B clients consisted of spas and salons, hotels and hospitality and entertainment venues in the United States. Covid has led to a near total collapse of B2B customer interest due to changes in disinfection between users and other safety protocols relating to Covid 19. This has led to a refocus on the B2C segment, focusing on direct to consumer sales through the company’s webstore www.herochroma.com and additional websites operated by the company.

 

During the month of September 2022 the decision was made to exit the JV for Hero Wellness Systems Inc. given the continued price erosion in the massage chair segment. Additionally, sales of Massage systems did not meet expectations, making the long-term prospects of this venture significantly more challenging.

 

Form 10-QSustainable Projects Group Inc.Page 2

 

 

2. YER Brands Inc.

 

On May 8th, 2020 Sustainable Projects Group Inc. signed a letter of intent with inventors of the Soy-yer Dough product line, Sawyer and Samantha Sparks, to purchase all production rights, know-how, trademarks and manufacturing equipment of Soy-yer Dough. Soy-yer Dough is a soy and corn-based, gluten free modelling clay. It is estimated that up 6% of the US population suffers from some form of gluten intolerance, with approximately 1% of the US population suffering from the more severe form, Celiac Disease.

 

The product gained initial commercial success when it was featured on the TV Show ABC’s Shark Tank and was named as one of the most innovative product inventions by college students in the New York Times newspaper. Since its invention, the product has been sold in all 50 states in the United States, and to a smaller extent internationally, both online and in retail locations. However, with limited production capabilities and resources, growth prospects were limited.

 

Sustainable Projects Group has formed YER Brands Inc. as a wholly-owned subsidiary to establish increased production and distribution capabilities of the Yer Dough product line. Inventor and face of the brand, Sawyer Sparks, has agreed to take on the CEO position, while his wife and co-inventor Samantha Sparks will be responsible for production. Production facilities will be co-located with one of the Company’s portfolio companies, Cormo USA Inc. manufacturing facility to benefit from raw material sourcing, logistics and marketing infrastructure synergies. As of May 8th, the new company had begun site improvement at the Rushville production site and shipped first retail-ready products by mid-May 2020. Currently the company does not produce retail ready products as the lack of production facilities, and significant problems in upscaling the production process will require significant development processes.

 

Previously Soy-yer Dough was sold through the Online B2C, Brick and Mortar, and Scholastic Market. Over the past years, predominantly driven by limited production capacities, a heavy focus was placed on the scholastic market. With COVID-19 related shutdowns, that market has been severely impacted and is currently virtually non-existent even as schools have reopened across the United States.

 

Upon production start, YER Brands Inc. had hoped place initial focus on low-hanging online sales opportunities and upon increasing production capabilities later in 2020 in the scholastic market. At this time these opportunities have not materialized. Management does not anticipate significant revenues from the scholastic sales channel until future periods.

 

There is a multitude of modelling clays available on the market, Soy-yer Dough shines as a “Made in the USA” and a “Gluten-Free” product with a long track record of positive reviews in the US media. Management believes the product is well positioned for market expansion in the near term. Additionally, YER Brands Inc is in the planning stages for additional, value-added products that involve Soy-yer Dough modeling clay to further the product portfolio and potential revenue and profit generation.

 

The majority of raw ingredients required for the formulation of the product are widely available and produced in the United States. The company does not anticipate supply chain issues for the main ingredients of the Soy-Yer Dough line of products. Additional raw materials are widely available, and several sources of suppliers exist. The Company is not dependent on one single source of supplies for any of its ingredients and packaging materials and management sees limited supply chain and sourcing risks.

 

At this time, Yer Brands Inc. is searching for a production partner able to upscale the process and to comply with more stringent regulatory requirements

 

Form 10-QSustainable Projects Group Inc.Page 3

 

 

SUSTAINABLE PROJECTS GROUP INC.

 

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   For the three   For the three   For the nine   For the nine 
   months ended   months ended   months ended   months ended 
   Sep 30 2022   Sep 30 2021   Sep 30 2022   Sep 30 2021 
                 
Revenues                    
Gross Revenues  $-   $-   $-   $233 
Cost of Goods Sold (recovery)   -    -    -    (282)
Gross Margin   -    -    -    515 
                     
Operating Expenses                    
Administrative and other operating expenses   3,766    3,357    11,073    10,190 
Depreciation   7,167    7,167    21,500    22,181 
Management fees   9,000    -    27,000    - 
Professional fees   3,000    6,000    16,100    22,576 
    22,933    16,524    75,673    54,947 
                     
Operating loss before interest expense   (22,933)   (16,524)   (75,673)   (54,432)
Interest expense   (3,592)   (2,221)   (9,432)   (3,303)
                     
Loss from continuing operations   (26,525)   (18,745)   (85,105)   (57,735)
Loss from discontinued operations   (20,066)   (1,200)   (57,136)   (6,114)
Net loss before gain on deconsolidation   (46,591)   (19,945)   (142,241)   (63,849)
Gain on deconsolidation   50,105    -    50,105    - 
Net income (loss) and comprehensive income (loss)   3,515    (19,945)   (92,135)   (63,849)
                     
Net income (loss) attributed to non-controlling interest                    
Discontinued operations   (9,030)   (519)   (25,711)   (2,570)
                     
Net income (loss) attributed to stockholders  $12,545   $(19,426)  $(66,424)  $(61,279)
Loss per share of common stock                    
-Basic and diluted  $(0.001)  $(0.002)  $(0.008)  $(0.008)
Weighted average no. of shares of common stock                    
-Basic and diluted   8,725,877    7,785,877    8,552,397    7,785,877 

 

In addition, management anticipates incurring the following expenses during the next 12 month period:

 

  ● Management anticipates spending approximately $7,500 in ongoing general and administrative expenses per month for the next 12 months, for a total anticipated expenditure of $90,000 over the next 12 months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to SPGX’s regulatory filings throughout the year, as well as transfer agent fees, development costs and general office expenses.
     
  ● Management anticipates spending approximately $30,000 in complying with SPGX’s obligations as a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of the Company’s financial statements and completing and filing its annual report, quarterly report, and current report filings with the SEC.

 

Form 10-QSustainable Projects Group Inc.Page 4

 

 

As at September 30, 2022, the Company had cash of $21,625 and total liabilities of $404,060. During the 12 month period following the date of this report, management anticipates that the Company will not generate enough revenue to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management believes that debt financing will not be an alternative for funding the Company’s plan of operations as it does not have tangible assets to secure any debt financing. Rather management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s common stock. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, the Company will not be able to develop its products and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its various business ventures, additional development of its website and marketing program will be required. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

 

Liquidity and Capital Resources

 

Nine Month Period Ended September 30, 2022

 

At September 30, 2022, the Company had a cash balance of $21,675 and a working capital deficit of $376,410, compared to a cash balance of $55,971 for the period ended December 31, 2022.

 

The notes to the Company’s financial statements as of September 30, 2022, disclose its uncertain ability to continue as a going concern. The Company has accumulated a deficit of $3,310,151 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company has $21,675 cash on hand as at September 30, 2022. Cash used in operations was $59,296 for the nine month period ended September 30, 2022. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 month period. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

 

Net Cash Flows Provided By (Used in) Operating Activities.

 

Net cash flows from operating activities during the nine month period ended September 30, 2022 was net cash used in operations $59,296, which was primarily due to the decrease of our operating activities.

 

Net Cash Flows From Investing Activities.

 

The Company’s net cash flow used in investing activities during the nine month period ended September 30, 2022 was $Nil, as compared to a net cash flow used by investing activities of $Nil for the same time period for the prior year fiscal period.

 

Net Cash Flows From Financing Activities.

 

The Company’s net cash flow from financing activities during the nine month period ended September 30, 2022 was $25,000, as compared to $100,000. in the same time period for the prior year fiscal period.

 

Form 10-QSustainable Projects Group Inc.Page 5

 

 

Operations Results for the Nine Month Period Ended September 30, 2022

 

Net Loss. During the nine month period ended September 30, 2022, the Company had a net loss of $92,135, of which $25,711 was attributed to non-controlling interest, leaving a net loss attributed to stockholders of $66,424. The loss consisted generally from professional fees and other operating expenses such as administrative fees, management fees and depreciation, compared to the same time period for the prior fiscal period, when the Company had a net loss of $61,279, which was primarily due to professional fees, management fees, consulting fees, administrative and other operating expenses. These costs during the nine month period ended September 30, 2022 was primarily attributable to maintaining the company’s operations.

 

Revenue. During the nine month period ended September 30,2022, the Company had revenues of $Nil compared to $233 from the same period in the prior year. The low level of revenue was primarily due to our shortage of staff and continued impact of the unprecedented Covid-19 crisis, which had significant impact on consulting opportunities and sales of products.

 

Operating Expenses. The Company’s operating expenses during the nine month period ended September 30, 2022 were $75,673 as compared to the same time period for the prior fiscal period of $54,432. Given the unprecedented impact of the Covid-19 crisis and underlying uncertainty of financing and business expansion opportunities, management implemented a stringent cost cutting program which led to the significantly lower cost base for the company.

 

Going Concern

 

The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive business activities. For these reasons the financial statements have been prepared assuming the Company will continue as a going concern. The Company has accumulated a deficit of $3,310,151 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has $21,675 cash on hand as at September 30, 2022. Cash used in operations was $59,296 for the nine month period ended September 30, 2022. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 month period. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for The Company on acceptable terms, if at all.

 

Form 10-QSustainable Projects Group Inc.Page 6

 

 

Future Financings

 

Management anticipates raising financing through debt financing or the sale of The Company’s common stock in order to continue to fund its business operations. Issuances of additional common stock will result in dilution to The Company’s existing stockholders. There is no assurance that the Company will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.

 

Inflation

 

Management anticipates increased inflation in all areas of operations. First impacts, particular in freight rates can be anticipated on supplies imported by Hero Wellness Systems Inc, due to increase container shipping rates.

 

Off-balance Sheet Arrangements

 

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Tabular Disclosure of Contractual Obligations

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

Critical Accounting Policies

 

The Company’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved with the aspects of the Company’s financial statements is critical to an understanding of the Company’s financial statements. Please read the notes to the financial statements for details.

 

Form 10-QSustainable Projects Group Inc.Page 7

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2022.

 

Based on that evaluation, management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms. In particular, the Company failed to complete and file its assessment of its internal controls over financial reporting in a timely manner for the period ended September 30, 2022. As a result, the Company’s disclosure controls and procedures have not been effective since then and, as a result, were not effective for the period covered by this report.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there were no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting subsequent to the date of management’s last evaluation. However, as a result of management’s completion of the assessment of the Company’s internal controls over financial reporting, certain changes have been made, as discussed above, that will materially affect internal control over financial reporting.

 

Limitations on the Effectiveness of Controls and Procedures

 

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Form 10-QSustainable Projects Group Inc.Page 8

 

 

Part II – Other Information

 

Item 1. Legal Proceedings.

 

The Company is not a party to any pending legal proceedings and, to the best of management’s knowledge, none of the Company’s property or assets are the subject of any pending legal proceedings.

 

Item 1A. Risk Factors.

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During nine month period ended September 30, 2022, the Company did not issue shares.

 

Item 3. Defaults Upon Senior Securities.

 

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of the Company. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

 

Item 4. Mining Safety Disclosures.

 

There are no current mining activities at the date of this report.

 

Item 5. Other Information.

 

During the quarter of the fiscal year covered by this report, the Company reported all information that was required to be disclosed in a report on Form 8-K.

 

The Company has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code of Ethics for more information. The Company undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact the Company at 2316 Pine Ridge Road, Suite 383, Naples, Florida, 34102 to request a copy of the Company’s code of ethics. Management believes the Company’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. Management is currently updating is Code of Ethics and will file an updated Code of Ethics when completed.

 

Form 10-QSustainable Projects Group Inc.Page 9

 

 

Item 6. Exhibits

 

(a) Index to and Description of Exhibits

 

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to the Company’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-54875.

 

Exhibit   Description   Status
3.1   Articles of Incorporation, filed as an exhibit to SPGX’s Form S-1/A – Amendment #1 (Registration Statement) filed on December 17, 2010, and incorporated herein by reference.   Filed
         
3.2   By-Laws, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.   Filed
         
3.3   Certificate of Amendment, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.   Filed
         
3.4   Certificate of Amendment, filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on December 19, 2016, and incorporated herein by reference.   Filed
         
3.5   Certificate of Amendment, filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 26, 2017, and incorporated herein by reference.   Filed
         
10.1   Share Purchase Agreement dated July 25, 2016 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on August 11, 2016, and incorporated herein by reference.   Filed
         
10.2   Property Purchase Agreement dated March 13, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 17, 2017, and incorporated herein by reference.   Filed
         
10.3   Deposit Agreement dated June 23, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.   Filed
         
10.4   Share Purchase Agreement dated July 6, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.   Filed
         
10.5   Dividend Agreement dated July 10, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.   Filed
         
10.6   Consulting Agreement dated April 24, 2017 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 31, 2017, and incorporated herein by reference.   Filed
         
10.7   Services Agreement dated August 1, 2017 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 31, 2017, and incorporated herein by reference.   Filed
         
10.8   Share Purchase Agreement dated July 25, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on December 6, 2017, and incorporated herein by reference.   Filed
         
10.9   Share Purchase Agreement dated January 18, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 19, 2018, and incorporated herein by reference.   Filed
         
10.10   Consultant Agreement dated January 18, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 19, 2018, and incorporated herein by reference.   Filed
         
10.11   Share Purchase Agreement dated January 30, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 31, 2018, and incorporated herein by reference.   Filed

 

Form 10-QSustainable Projects Group Inc.Page 10

 

 

10.12   Asset Purchase Agreement dated for reference May 22, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on May 31, 2018, and incorporated herein by reference.   Filed
         
10.13   Letter of Intent dated for reference September 25, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 3, 2018, and incorporated herein by reference.   Filed
         
10.14   Shareholder’s Agreement dated September 29, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 3, 2018, and incorporated herein by reference.   Filed
         
10.15   Letter Agreement dated December 31, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference   Filed
         
10.16   Purchase Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.   Filed
         
10.17   Call Option Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.   Filed
         
10.18   Purchase Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.   Filed
         
10.19   Call Option Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.   Filed
         
10.20   Shareholder’s Agreement dated February 25, 2019 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 1, 2019, and incorporated herein by reference.   Filed
         
10.21   Share Purchase Agreement dated May 31, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.   Filed
         
10.22   Employment Agreement dated May 1, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.   Filed
         
10.23   Employment Agreement dated May 1, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.   Filed
         
14   Code of Ethics, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.   Filed
         
31   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Included
         
32   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   Included
         
101 *   Financial statements from the quarterly report on Form 10-Q of SPGX Incorporated for the quarter ended September 30, 2022, formatted in XBRL: (i) the Condensed Consolidated Unaudited Interim Balance Sheets, (ii) the Condensed Consolidated Unaudited Interim Statements of Operations; (iii) the Condensed Consolidated Unaudited Interim Statements of Stockholders’ Equity and Comprehensive Income, and (iv) the Condensed Consolidated Unaudited Interim Statements of Cash Flows   Furnished

 

* In accordance with Rule 402 of Regulation S-T, the XBRL (“Extensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

Form 10-QSustainable Projects Group Inc.Page 11

 

 

Signatures

 

In accordance with the requirements of the Securities Exchange Act of 1934, Sustainable Projects Group Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.

 

  Sustainable Projects Group Inc.
     
Dated: November 9, 2022 By: /s/ Stefan Muehlbauer
  Name: Stefan Muehlbauer
    President and Chief Executive Officer
    (Principal Executive Officer)

 

Form 10-QSustainable Projects Group Inc.Page 12

 

 

Exhibit 31

 

sustainable projects group inc.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

CERTIFICATION

 

I, Stefan Muehlbauer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ending September 30, 2022 of Sustainable Projects Group Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 9th, 2022  
   
/s/ Stefan Muehlbauer  
Stefan Muehlbauer  
Chief Executive Officer  

 

 

 

 

sustainable Projects group inc.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

CERTIFICATION

 

I, Stefan Muehlbauer, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ending September 30, 2022 of Sustainable Projects Group Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 9th, 2022  
   
/s/ Stefan Muehlbauer  
Stefan Muehlbauer  
Chief Financial Officer  

 

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Sustainable Projects Group Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stefan Muehlbauer, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Stefan Muehlbauer  
Stefan Muehlbauer  
Chief Executive Officer  
November 9th, 2022  

 

 

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Sustainable Projects Group Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stefan Muehlbauer, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Stefan Muehlbauer  
Stefan Muehlbauer   
Chief Financial Officer  
November 9th, 2022