10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended: March 31, 2021

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 000-27631

Worksport Ltd.

(Exact Name of Small Business Issuer as specified in its charter)

Nevada	35-2696895
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

414-3120 Rutherford Rd

Vaughan, Ontario, Canada L4K 0B1

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, including area code: (888) 554-8789

With copies to:

Ross Carmel, Esq.

Philip Magri, Esq.

Carmel, Milazzo & Feil LLP

55 W 39th Street, 18th Floor

New York, NY 10018

Tel: 212-658-0458

Fax: 646-838-1314

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 per share par value

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter year that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [X] 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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter year that the registrant was required to submit and post such files. Yes [X] No [  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition year 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 [X]

As of May 24, 2021 there were 210,678,444 shares of Common Stock outstanding.

WORKSPORT LTD.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 (Unaudited)	3
Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (Unaudited)	4
Condensed Consolidated Statement of Shareholders’ Deficit for the three months ended March 31, 2021 and 2020 (Unaudited)	5
Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2021 and 2020 (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
PART II OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	20
SIGNATURES	21

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Worksport Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2021			December 31, 2020
Assets
Current Assets
Cash and cash equivalents	$	9,311,878		$	1,107,812
Accounts receivable net		16,438			122,787
Other receivable		38,036			167,836
Inventory (note 3)		115,587			40,803
Prepaid inventory (note 3)		177,745			-
Prepaid expenses and deposits		152,116			245,526
Total Current Assets		9,811,800			1,684,764
Investment		24,423			24,423
Property and Equipment, net		209,238			91,511
Right-of-use asset, net (note 10)		32,757			38,506
Intangible Assets, net		131,676			62,948
Total Assets	$	10,209,894		$	1,902,152
Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	952,407		$	971,667
Payroll taxes payable		51,186			48,216
Related party loan (note 7)		3,940			23,393
Promissory notes payable (note 4)		313,211			367,058
Convertible promissory note, net (note 5)		-			98,982
Loan payable (note 11)		28,387			184,854
Current lease liability (note 10)		24,485			23,883
Total Current Liabilities		1,373,616			1,718,053
Long Term – Lease Liability (note 10)		8,272			14,624
Total Liabilities		1,381,888			1,732,677
Shareholders’ Equity (Deficit)
Series A & B Preferred Stock, $0.0001 par value, 1,100,000 shares authorized, 1,000 Series A and 0 Series B issued and outstanding, respectively (note 6)		1			1
Common stock, $0.0001 par value, 299,000,000 shares authorized, 162,763,986 and 76,412,359 shares issued and outstanding, respectively (note 6)		16,277			7,640
Additional paid-in capital		22,539,306			12,658,596
Share subscriptions receivable		(1,577	)		(1,577	)
Share subscriptions payable		372,131			379,428
Accumulated deficit		(14,089,552	)		(12,866,033	)
Cumulative translation adjustment		(8,580	)		(8,580	)
Total Shareholders’ Equity (Deficit)		8,828,006			169,475
Total Liabilities and Shareholders’ Equity (Deficit)	$	10,209,894		$	1,902,152

The accompanying notes form an integral part of these condensed consolidated financial statements.

3

Worksport Ltd.

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2021 and 2020

(Unaudited)

	2021			2020
Net Sales	$	7,650		$	41,027
Cost of Goods Sold		60,221			27,011
Gross Profit (Loss)		(52,571	)		14,016
Operating Expenses
General and administrative		134,284			33,906
Sales and marketing		162,651			2,826
Professional fees		647,114			109,465
Loss (gain) on foreign exchange		5,206			(7,726	)
Total operating expenses		949,255			138,471
Loss from operations		(1,001,826	)		(124,455	)
Other Income (Expense)
Interest expense (note 5)		(230,900	)		(27,811	)
Gain (loss) on settlement of debt		9,207			-
Total other (expense)		(221,693	)		(27,811	))
Net Loss		(1,223,519	)		(152,266	)
Loss per Share (basic and diluted)	$	(0.01	)	$	(0.00	)
Weighted Average Number of Shares (basic and diluted)		103,101,944			43,129,884

The accompanying notes form an integral part of these condensed consolidated financial statements

4

Worksport Ltd.

Condensed Consolidated Statements of Shareholders’ Deficit

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-in			Share Subscriptions			Share Subscription			Accumulated			Cumulative Translation			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Receivable			Payable			Deficit			Adjustment			(Deficit)
Balance at January 1, 2020		-		-		41,906,790	$	4,191	$	8,642,423		$	(1,577	)	$	2,159,395		$	(11,678,413	)	$	(8,580	)	$	(882,561	)
Issuance from subscriptions payable		-		-		6,649,793		665		967,807			-			(968,472	)		-			-			-
Issuance for prepaid services and subscriptions payable		-		-		-		-		-			-			125,000			-			-			125,000
Warrants issuance in connection to convertible promissory note (note 5 and 14)		-		-		-		-		59,110			-			-			-			-			59,110
Share issuance in connection to convertible promissory note (note 5)		-		-		450,000		45		123,345			-			-			-			-			123,390
Net loss																			(152,266	)					(152,266	)
Balance at March 31, 2020		-		-		49,006,583	$	4,901	$	9,792,685		$	(1,577	)	$	1,315,923		$	(11,830,679	)	$	(8,580	)	$	(727,327	)
Balance at January 1, 2021		1,000	$	1		76,412,359	$	7,640	$	12,658,596		$	(1,577	)	$	379,428		$	(12,866,033	)	$	(8,580	)	$	169,475
Consulting Service for share subscriptions		-		-		-		-		-			-			111,222			-			-			111,222
Issuance for services and subscriptions payable		-		-		6,321,154		633		569,277			-			(241,559	)		-			-			328,351
Issuance of shares from Reg-A		-		-		30,048,199		3,005		3,000,316			-			(32,700	)		-			-			2,970,621
Share issuance cost		-		-		-		-		(59,160	)		-			-			-			-			(59,160	)
Issuance of shares from private placement		-		-		30,499,800		3,050		3,046,931			-			32,000			-			-			3,081,981
Warrants issuance for services		-		-		-		-		37,000			-			-			-			-			37,000
Conversion of convertible promissory note to shares (note 5)		-		-		4,092,431		410		367,910			-			-			-			-			368,320
Cashless warrant exercise (note 14)		-		-		790,243		79		(79	)		-			-			-			-			-
Warrant exercise (note 14)		-		-		14,599,800		1,460		2,918,515			-			12,130			-			-			2,932,105
Loan repayment (note 11)		-		-		-		-		-			-			111,610			-			-			111,610
Net loss		-		-		-		-		-			-			-			(1,223,519	)		-			(1,223,519	)
Balance at March 31, 2021		1,000	$	1		162,763,986		16,277	$	22,539,306		$	(1,577	)	$	372,131		$	(14,089,552	)	$	(8,580	)	$	8,828,006

The accompanying notes form an integral part of these condensed consolidated financial statements

5

Worksport Ltd.

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

	2021			2020
Operating Activities
Net Loss	$	(1,223,519	)	$	(152,266	)
Adjustments to reconcile net loss to net cash from operating activities:
Shares and warrants issued for services		565,261			-
Depreciation and amortization		7,843			6,514
Interest on lease liability		915			1,460
Accrued interest		17,010			-
Amortization on OID interest		211,340			12,715
Gain on settlement of debt		(9,207	)		-	)
		(430,357	)		(131,577	)
Changes in operating assets and liabilities (note 8)		(76,510	)		(49,458	)
Net cash used in operating activities		(506,867	)		(181,035	)
Cash Flows from Investing Activities
Repayment of lease liability		(7,516	)		-
Loan receivable		(5,507	)		-
Purchase of investment		-			(8,765	)
Purchase of property and equipment		(119,233	)		-	)
Net cash used in investing activities		(132,256	)		(8,765	)
Financing Activities
Proceeds from issuance of common shares, net of issuance cost		5,993,441			-
Proceeds from warrant exercise		2,932,105			-
Repayment of loan payable		(62,905	)		-
Proceeds from promissory notes		-			182,500
Shareholder assumption of debt		(19,453	)		6,317
Net cash provided by financing activities		8,843,188			188,817
Change in cash		8,204,066			(983	)
Cash and cash equivalents - beginning of year		1,107,812			11,993
Cash and cash equivalents end of year	$	9,311,878		$	11,010
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	1,850
Supplemental Disclosure of non-cash investing and financing Activities
Purchase of software	$	69,315		$	-
Shares issued to service providers	$	241,559		$	-
Cashless warrant exercise	$	51,901		$	-
Shares issued for share subscriptions payable	$	274,259		$	968,472
Conversion of convertible promissory note to common stock	$	368,320		$	-
Convertible promissory note – equity discount	$	-		$	182,500
Convertible promissory note – original issue discount	$	-		$	16,215

The accompanying notes form an integral part of these condensed consolidated financial statements.

6

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Business Condition

a) Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021.

b) Functional and Reporting Currency

Effective January 1, 2020, the Company changed the functional currency of its subsidiary to United States dollars given the increasing prevalence of U.S. dollar-denominated activities of the subsidiary over time. The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from January 1, 2020. The subsidiary’s balance sheet was converted from Canadian dollars to United States dollars using the year ended December 31, 2019 United States dollar balance as the opening for January 1, 2020 in accordance to ASC 830. These condensed interim financial statements are presented in United States Dollars. The functional and presentation currency of the Company and its subsidiary is the United States Dollar. As a result of the change in functional currency the Company recognized a loss on foreign exchange of $29,940.

c) Use of Estimates

The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States 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 condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

d) Business condition

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

As of March 31, 2021, the Company had working capital of $8,438,184 and an accumulated deficit of $14,089,552. As of March 31, 2021, the Company had cash and cash equivalents of $9,311,878. Based on its current operating plans, the Company believes it has sufficient level of funding for anticipated operations, capital expenditures and debt repayments for a period of at least 12 months from the issuance date of this Annual Report.

During the three month ended March 31, 2021 the Company through its Reg-A public offering, private placement offering, and exercises of warrants had raised in aggregate of approximately $9,000,000. In addition, as of May 2021 the Company has approximately 57,000,000 warrants exercisable at $0.20 per warrant compare to an average share price of approximately $0.30 per share, anticipating additional warrant exercises.

The Company intents to introduce in late 2021 several new tonneau covers most significant of which is the TerraVis. TerraVis is a solar cover tonneau cover will give pick-up truck owners rechargeable portable power and added range to upcoming EV pick-up trucks. The Company anticipates that the introduction of these new products will sufficiently improve the Company’s financial position.

Based on the Company’s future operating plans, existing cash of $9,311,878 combined with possible warrants exercises of approximately $9,100,000; management believes the Company have sufficient funds to meet its contractual obligations and working capital requirements for the next 12 months and the foreseeable future.

e) Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements, we identified an immaterial error related to the recognition of a deemed dividend related to down-round features along with the associated shares issuance and professional fees in the three month ended March 31, 2020. In accordance with SAB (Staff Accounting Bulletins) Topic 1.M, “Materiality,” and SAB (Staff Accounting Bulletins) Topic 1.N, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the error and determined that the related impact was not material to our financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to our results of operations and equity for the fiscal and interim periods of 2020. Accordingly, we have revised previously reported financial information for such immaterial error, as previously disclosed in our Quarterly Report on Form 10-Q for the three month ended March 31, 2020. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in note 15.

7

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

2. Significant Accounting Policies

The accounting polices used in the preparation of these condensed consolidated interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2020 in addition to:

Property and Equipment – During the three month ended March 31, 2021 the Company purchased an automobile. As such the Company has updated its accounting policy of its capital assets. Capital assets are recorded at cost and are amortized using the straight-line method over the following estimated useful lives:

● Automobile 5 years

3. Inventory

Inventory consists of the following at March 31, 2021 and December 31, 2020:  

	2021		2020
Finished goods	$	107,143	$	32,358
Promotional items		552		552
Raw materials		7,893		7,893
	$	115,587	$	40,803
Prepaid inventory	$	177,745	$	-

4. Promissory Notes

The following tables shows the balance of the notes payable as of March 31, 2021 and December 31, 2020:

Balance as at December 31, 2019	$	267,881
Reclassification		99,177
Balance as at December 31, 2020	$	367,058
Repayment		(53,847	)
Balance as at March 31, 2021	$	313,211

During the year ended December 30, 2020, the Company reclassified $88,120 from accounts payable to promissory notes. The terms of the note is under negotiation and is currently due on demand.

During the year ended December 30, 2020, the Company reclassified a debit balance of $11,058 from notes payable to other receivable.

During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $73,452 ($123,231 Canadian Dollars). During the year ended December 31, 2018, the Company issued two additions to the original unsecured promissory note of July 2016, totaling $22,639 ($30,884 Canadian dollars). The secured promissory note bears interest at a rate of 18% per annum. The payment terms of the original note including these additions are due “upon completion of going public on the Canadian Securities Exchange, with no change in interest rate. The secured promissory note is secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of the secured promissory notes to be due on April 1, 2021. As at March 31, 2021, principal balance owing was $96,091 ($123,231 Canadian Dollars) (December 31, 2020 - $96,091 ($123,231 Canadian Dollars)). As of March 31, 2021, the accrued interest on this note payable was $53,120 ($69,571 Canadian Dollars) (December 31, 2020 - $48,770 ($64,102 Canadian Dollars)) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute.

During the year ended December 31, 2016, the Company issued secured promissory notes in the amount of $79,000. The secured promissory notes bears interest at a rate of 18% per annum, payable monthly. The secured promissory notes are secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of all secured promissory notes to be due on April 1, 2021. As at March 31, 2021 principal balance owing was $79,000 (December 31, 2020 - $79,000). As of March 31, 2021, the accrued interest on this note payable was $34,497 (December 31, 2020 – $31,000) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute.

During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $53,848 ($67,700 Canadian Dollars). The secured promissory notes were due in October and November 2018 and bears interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019, the Company extended the maturity date of the secured promissory notes to November 3, 2020. During the three months ended March 31, 2021, the Company and promissory note holders reached an agreement to repay $62,905 ($80,108 Canadian Dollars) for outstanding principal and interest. As a result of the Company recognized a gain on settlement of debt of $5,682. As of March 31, 2021 the Company has made the payment of $62,905.

8

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

4. Promissory Notes (continue)

During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $60,000. The secured promissory notes are due in August and November 2018 and bear interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019 the Company extended the maturity dates of this secured promissory note to November 3, 2020. During the year ended December 31, 2019, the Company a principal repayment of $10,000. As at March 31, 2021, principal balance owing was $50,000 (December 31, 2020 - $50,000). As of March 31, 2021, the accrued interest on this note payable was $24,203 (December 31, 2020 - $22,703) included in accounts payable and accrued liabilities. As the note is outstanding beyond its maturity date interest rate increased from 12% to 22%.

The amounts repayable under promissory notes and secured promissory notes at March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Balance owing	$	313,211		$	367,058
Less amounts due within one year		(313,211	)		(367,058	)
Long-term portion	$	-		$	-

5. Convertible Promissory Notes

On February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”), pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $544,425 to be paid in tranches. As additional consideration for the purchase of the note, (I) the Company issued to Leonite 450,000 common shares, and (ii) the Company issued to Leonite a five-year warrant to purchase 900,000 common shares at an exercise price of $0.10 per share (subject to adjustment), which may be exercised on a cashless basis. Refer to note 14 for warrant valuation.

The note carries an original issue discount of $44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Therefore, the purchase price of the note was $500,000. On February 28, 2020, the Company recorded $198,715, $182,500 principal and $16,215 original issue discount. On September 1, 2020 the Company recorded an additional $310,322, $285,000 principal and $25,322 original issue discount. As of March 31, 2021, the Company has recorded $509,037, $467,500 principal and $41,537 original issue discount. Furthermore, the Company issued 450,000 shares of common stock valued at $123,390 and a debt-discount related to the warrants valued at $344,110. During the year ended December 31, 2020 Leonite converted $226,839 of convertible promissory note into 2,520,434 common shares at $0.09 per share. The original value of the convertible note converted was $182,565 as a result the Company recognized a loss of $44,274 on settlement of debt. During the three months ended March 31, 2021 Leonite converted its remaining outstanding principal and interest into common shares. Leonite received 4,092,431 common shares at $0.09 per share valued at $368,319. The original value of the convertible note converted including interest was $325,667. As a result the Company recognized a loss of $42,651 on settlement of debt. In connection with the settlement the Company expensed the remaining $148,027 of the original debt discount to interest expense. As of March 31, 2021 the convertible promissory note has been repaid in full.  

The Company amortized $58,146 (2020 - $11,677) of financing costs related to the shares and warrants for the three months ended March 31, 2021. The remaining net balance of the note at March 31, 2021 is $0 (2020 - $12,715) comprised of principal of $0 (2020 - $183,538) and net of unamortized debt discount of $0 (2020 - $170,823).

The note bears interest at the rate of the greater of 10.2% per annum. Any amount of principal or interest on the note which is not paid by the maturity date shall bear interest at the rate at the lesser of 24% per annum or the maximum legal amount permitted by law (the “Default Interest”).

Beginning on March 18, 2020 and on the same day of each and every calendar month thereafter throughout the term of the note, the Company shall make monthly payments of interest only due under the note to Leonite at the Stated Rate as set forth above. The Company shall pay to Leonite on an accelerated basis any outstanding principal amount of the note, along with accrued, but unpaid interest, from: (a) net proceeds of any future financings by the Company, but not its subsidiaries, whether debt or equity, or any other financing proceeds, except any transaction having a specific use of proceeds requirement that such proceeds are to be used exclusively to purchase the assets or equity of an unaffiliated business and the proceeds are used accordingly; (ii) net proceeds from any sale of assets of the Company or any of its subsidiaries other than sales of assets in the ordinary course of business or receipt by the Company or any of its subsidiaries of any tax credits existing prior to the date of the note; and (iii) net proceeds from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. During the three month ended March 31, 2021, the Company accrued interest of $5,654. During the year ended December 31, 2020 the Company accrued interest of $9,960 and made interest payment of $11,100. As of March 31, 2021 the Company has repaid all outstanding interest.

The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term.

9

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

5. Convertible Promissory Notes (continued)

The note contains customary events of default, including in the event of (it) non-payment, (ii) a breach by the Company of its covenants under the securities purchase agreement or any other agreement entered into in connection with the securities purchase agreement, or a breach of any of representations or warranties under the note, or (iii) the bankruptcy of the Company. The note also contains a cross default provision, whereby a default by the Company of any covenant or other term or condition contained in any of the other financial instrument issued by the Company to Leonite or any other third party after the passage all applicable notice and cure or grace periods that results in a material adverse effect shall, at Leonite’s option, be considered a default under the note, in which event Leonite shall be entitled to apply all rights and remedies under the terms of the note.

Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares of the Company. The number of common shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect. The conversion amount is the sum of: (i) the principal amount of the note to be converted plus (ii) at Leonite’s option, accrued and unpaid interest, plus (iii) at Leonite’s option, Default Interest, if any, plus (iv) Leonite’s expenses relating to a conversion, plus (v) at Leonite’s option, any amounts owed to Leonite. The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing.

Notwithstanding the foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) by Leonite upon, at its election, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by Leonite, as may be specified in such notice of waiver).

This note shall give Leonite a senior secured obligation of the Company, with first priority over all current and future indebtedness of the Company and any subsidiary.

Calculation of beneficial conversion feature

As of March 31, 2021, The Company allocated $509,037 as the proceeds from Leonite; $467,500 principal and $41,537 original issue discount. The Company allocated $123,390 to common shares and $242,100 to warrants calculated using the black-scholes model. The effective rate resulted in a beneficial conversion feature greater than the proceeds.

Allocated proceeds of Convertible Promissory Note	$	509,037
Conversion Price	$	0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note		5,655,967
Conversion price	$	0.098
FMV of Common Stock	$	0.263
Per Share Intrinsic Value of Beneficial Conversion Feature	$	0.165
Calculated Beneficial Conversion Feature	$	933,646

In accordance to ASC 470-20-30, if the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the convertible promissory note, the amount of the discount assigned to the beneficial conversion feature shall be limited to the amount of the proceeds allocated to the convertible promissory note. As such, the beneficial conversion feature of the convertible promissory note is equal to $467,500 with an excess of $466,146.

10

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

6. Shareholders’ Equity (Deficit)

During the three month ended March 31, 2021 the Company issued a total of 30,048,199 common shares relating to the Reg-A public offering. Of the shares issued 312,000 common shares valued at $31,200 were from share subscription payable and 15,000 common shares were cancelled and refunded valued at $1,500. The Company incurred share issuance cost of $59,160.  

During the same period 14,660,450 Reg-A public offering warrants were exercised for 14,660,450 common shares. As of March 31, 2021 14,559,800 common shares were issued valued at $2,919,975. Subsequent to March 31, 2021 the remaining 60,650 common shares valued at $12,130 were issued. 

During the three month period ended March 31, 2021 the Company raised $3,081,981 through private placement offerings for 30,819,800 common shares and warrants. As of March 31, 2021, the Company issued 30,499,800 shares of common stock. As of March 31, 2021, the Company has 320,000 common shares of to be issued. Subsequent to the period ended the Company issued the remaining 320,000 common shares.

During the three month ended March 31, 2021 the Company entered into consulting agreements with third party consultants for 7,400,000 shares of common stock valued at $1,522,000 for prepaid consulting services. As of March 31, 2021 the Company recorded $111,222 in share subscriptions payable.

During the three month ended March 31, 2021 the Company issued 3,321,154 common shares valued at $269,910 for consulting services, $241,559 were issued from share subscriptions payable. During the same period the Company issued 3,000,000 common shares valued at $300,000 for consulting services. 

During the three month ended March 31, 2021 the Company issued entered into a settlement agreement with a loan holder to issue 1,240,111 common shares for all outstanding loan principal and interest valued at $111,610. Refer to note 11. Subsequent to the three month ended March 31, 2021 the 1,240,111 common shares were issued.

During the three month ended March 31, 2021 the Company entered into a settlement agreement with the convertible promissory note holder to settle all outstanding principal and interest. The Company issued 4,092,431 common shares valued at $368,320. During the same period the convertible promissory note holder exercised 790,243 warrants on a cashless basis for 790,243 common shares. Refer to note 5 and 14.

During the three month ended March 31, 2020 the Company entered into a share subscription agreement with a consultant of the Company for 4,000,000 common shares valued at $125,000 for prepaid consulting services. As of March 31, 2020, the Company has expensed $31,250 from prepaid expenses.

During the three month ended March 31, 2020, the Company issued 4,458,333 common shares from shares subscription payable with a combined value of $511,000. 4,000,000 of the common shares issued from subscription payable valued at $456,000 relates to the anti-dilution feature triggered on March 5, 2019 as noted below.

During the three month ended March 31, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for 4,100,000 shares valued at $856,080. As of March 31, 2020, the Company has issued 2,190,959 shares from share subscriptions payable valued at $457,472.

During the three month ended March 31, 2020 the Company issued 450,000 shares in connection with the issuance of convertible promissory note (refer to note 5) at $0.27 per share.

As of March 31, 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2021, the Company was authorized to issue 1,100,000 shares of its Series A and Series B Preferred Stock with a par value of $0.0001. Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock.

7. Related Party Transactions

During the three month ended March 31, 2021, the Company recorded salaries expense of $49,783 (2020 - $16,126) related to services rendered to the Company by its CEO.

During the three month ended March 31, 2021 the Company repaid $19,453 to the Company’s CEO and director. During the three months ended March 31, 2020 the Company’s CEO and director paid on behalf of the Company’s lease payments of $7,317.

During the three month ended March 31, 2021 the Company paid a director of the Company $50,000 for services rendered from 2015 to 2020.

During the three month ended March 31, 2021, the Company paid $53,403 to a U.S.-based corporation which the Company’s CEO and director is also a stockholder.

11

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

8. Changes in Cash Flows from Operating Assets and Liabilities

The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2021 and 2020 are as follows:

	2021			2020
Decrease (increase) in accounts receivable	$	106,349		$	(24,279	)
Decrease (increase) in other receivable		135,307			1,391
Decrease (increase) in inventory and prepaid inventory		(252,529	)		17,441
Decrease (increase) in prepaid expenses and deposits		(64,594	)		8,281
Increase (decrease) in lease liability		850			(7,725	)
Increase (decrease) in payroll taxes payable		2,970			-
Increase (decrease) in accounts payable and accrued liabilities		(4,862	)		(44,567	)
	$	(76,510	)	$	(49,458	)

9. Commitments and contingencies

During the three month ended March 31, 2021 the Company entered into an amended agreement to reserve an additional 150,000 common shares at $0.0001 per share for consulting services. During the year ended December 31, 2020 the Company entered into an agreement with a third-party advisor to reserve for issuance 100,000 common shares at $0.0001 per share for consulting services. As of March 31, 2021, the third party has not exercised the shares. As of March 31, 2021 the Company has reserved 250,000 commons shares.

During the year ended December 31, 2020 the Company (defendant) is currently in an ongoing legal proceeding with a promissory notes payable holder (plaintiff). As of March 31, 2021, the outcome of the legal proceeding is uncertain.

During the year ended December 31, 2020, the Company reached a legal settlement with a supplier in which the Company is obligated to pay $6,037 per month beginning on March 1, 2020 for four months until the settlement amount of $24,148 has been fully paid on June 1, 2020. As of December 31, 2020, the Company has completed all payments.

10. Lease Liabilities 

During the year ended December 31, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $2,221. The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application, beginning January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 10%. The Company has measured the right-of-use asset at an amount equal to the lease liability.

The Company’s right-of-use asset for the three month ended March 31, 2021 as follows:      

	2021
Right-of-use asset	$	32,757
Current lease liability	$	24,485
Long-term lease liability	$	8,272

The components of lease expense are as follows:

	March 31, 2021		March 31, 2020
Amortization of right-of-use	$	5,749	$	22,164
Interest on lease liability	$	915	$	4,494
Total lease cost	$	6,664	$	26,658

12

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

10. Lease Liabilities (continue)

Maturities of lease liability are as follows:

Future minimum lease payments as of March 31, 2021,

2021		19.994
2022		15,551
Total future minimum lease payments		35.545
Less: amount representing interest		(2.787	)
Present value of future payments		32,758
Current portion		24,485
Long term portion	$	8,272

11. Loan payable

During the year ended December 31, 2020 the Company received loans of $32,439, $10,000 and $108,000 from a unrelated third party with an interest rate of 10% per annum with a maturity date of December 31, July 22 and August 31, 2021, respectively. During the three months ended March 31, 2021 the Company agreed to repay the outstanding principal and interest through the issuance of 1,240,111 common shares at $0.09 per share. As of March 31, 2021, the Company accrued interest of $1,319 (2020 - $0). As of the date of the settlement agreement the Company had $150,439 principal and $7,336 interest outstanding, resulting in the Company recognizing a gain on settlement of $46,176 for the three month period ended March 31, 2021. The 1,240,111 common shares were issued subsequent to period end.

During the year ended December 31, 2020 the Company received $28,387 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent.  As of March 31, 2021 loan payable outstanding is $28,387 ($40,000 CDN).

12. Government Assistance

The government of Canada is currently providing funding through the Canada Emergency Wage Subsidy (“CEWS”) program in order to provide financial relief to Canadian businesses affected by COVID-19. The CEWS program provides a reimbursement of salaries for eligible employers based on the decrease in revenues. During the three month ended March 31, 2021, the Company recognized CEWS of $21,704 ($27,534 CDN) as a reduction in general and administrative on the condensed consolidated statements of Operations.

13. Loss per Share

For the three months ended March 31, 2021, loss per Share is $(0.01) (basic and diluted) compared to the three months ended March 31, 2020, of $0.00 (basic and diluted) using the weighted average number of shares of 103,101,944 (basic and diluted) and 43,129,884 (basic and diluted) respectively.

There are 299,000,000 shares authorized, 162,763,986 and 49,006,583 shares issued and outstanding, as at March 31, 2021 and 2020 respectively. As of March 31, 2021, the Company has 12,304,095 shares to be issued. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share”. Shares underlying the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have on the computation. As at March 31, 2021 the Company has 57,683,607 warrants convertible to 57,683,607 common shares for a total underlying common shares of 57,683,607. At March 31, 2020 the Company has 900,000 warrants convertible to 900,000 common shares and convertible promissory note convertible to 2,207,946 common shares for a total underlying common shares of 3,107,946.

14. Warrants

During the three months ended March 31, 2021 a total of 15,450,693 warrants were exercised for 15,450,693 common shares. 14,660,450 warrants were exercised at $0.20 per share, the remaining 790,243 warrants were exercised on a cashless basis, refer to note 5. As of March 31, 2021 15,390,043 common shares were issued with the remaining 60,650 common shares issued subsequent to the period ended.

During the three months ended March 31, 2021 the Company issued 30,048,199 and 30,499,800 warrants convertible to 1 and 2 common shares each exercisable for a period of 12 and 18 months respectively. The warrants were issued in connection with the Reg-A public offering and private placement offering respectively. The exercise price of the warrants is $0.20 per share.

During the three month ended March 31, 2021 the Company and warrant holder reached an agreement to amend a previous warrant agreement. The Company will issue an additional 150,000 warrants for a total of 250,000 warrants. The exercisable period of the warrants was also amended to a period of five years beginning on January 14, 2021. The warrants are convertible to 1 common share each exercisable at $2 per share.

13

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

14. Warrants (continued)

As of March 31, 2021 the Company has the following warrants outstanding:

Exercise price		Number outstanding		Remaining Contractual Life (Years)		Expiry date
$	0.20		225,000		0.67	December 1, 2021
$	0.20		25,349,050		0.80	February 24, 2022
$	2.00		250,000		1.33	April 29, 2022
$	0.10		109,757		3.91	February 25, 2025
$	0.12		1,250,000		3.97	March 20, 2025
$	0.20		30,499,800		1.50	October 1, 2022
			57,683,607		2.03

	March 31, 2021						December 31, 2020
	Number of warrants			Weighted average price			Number of warrants		Weighted average price
Balance, beginning of year		12,436,301		$	0.20			-	$	-
Issuance		60,697,999		$	0.21			12,436,301	$	0.20
Exercise		(15,450,693	)	$	(0.19	)		-	$	-
Balance, end of period		57,683,607		$	0.22			12,436,301	$	0.20

15. Revision of Prior Period Financial Statements

During the audit for the year ended December 31, 2020 an error was discovered relating to share issuances resulting from an anti-dilution agreement. The share issuances for the three months ended March 31, 2020 were 2,000,000 and 458,834 common shares respectively. The anti-dilution agreement relating to a 2017 share subscription payable agreement was triggered in March 2019 upon the Company’s stock split.

We revised certain prior period financial statements for an immaterial error related to the recognition of the deemed dividend related to down-round features along with the associated shares issuance and professional fees (note 1). A summary of revisions to our previously reported financial statements presented herein for comparative purposes.

The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of March 31, 2020 reflected below:

	Common Stock				Additional Paid-in Capital		Share Subscriptions Receivable			Share Subscription Payable		Accumulated Deficit			Cumulative translation adjustment			Total Stockholders’ Equity (Deficit)
	Shares		Amount
Balance at March 31, 2020		46,547,749	$	4,655	$	9,060,739	$	(1,577	)	$	1,178,608	$	(10,961,172	)	$	(8,580	)	$	(727,327	)
Revision		2,458,834	$	246	$	731,946		-		$	137,315	$	(869,507	)		-			-
Balance at March 31, 2020, as revised		49,006,583	$	4,901	$	9,792,685	$	(1,577	)	$	1,315,923	$	(11,830,679	)	$	(8,580	)	$	(727,327	)

The Condensed Consolidated Statements of Operations has been revised to reflect the correction for the three months ended March 31, 2020 as follows:

	For the Three Months Ended March 31, 2020
	As previously reported			Revision			As Revised
Professional Fees	$	149,465		$	(40,000	)	$	109,465
Total Operating Expenses	$	178,471		$	(40,000	)	$	138,471
Loss from Operations	$	(164,455	)	$	40,000		$	(124,455	)
Net Loss	$	(192,266	)	$	40,000		$	(152,266	)
Comprehensive Loss	$	(192,266	)	$	40,000		$	(152,266	)
Loss per Share – Basic and Diluted	$	(0.00	)		-		$	(0.00	)

14

Worksport Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

16. COVID-19

The recent outbreak of the novel coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions.

Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, financing or mining production activities or the ore and mining industry or the global economy as a whole. However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely. The management and board of the Company is constantly monitoring this situation to minimize potential losses

17. Subsequent Events

The Company has evaluated subsequent events through May 24, 2021 which is the date the financial statements were available to be issued and the following events after year end occurred:

● On April 1, 2021 26,000 warrants were exercised at $0.20 per warrant for 26,000 common shares.

● On April 4, 2021 the Company issued 67,000 common shares to an employee for services rendered to the Company.

● On April 14, 2021 the Company entered into a consulting agreement for a duration of 18 months for 1,500,000 common shares at $0.10 per share.

● On April 29, 2021 the Company issued 1,850,000 which will be returned and cancelled.

● On May 3, 2021 the Company sold an aggregate of 10,000,000 units to a private investor for $0.10 per unit, for a total purchase price of $1,000,000. Each unit consists of one share of Common Stock and one (1) warrant to purchase two (2) shares of Common Stock for $0.20 per Warrant Share from the date of issuance until November 3, 2022.

● On May 10, 2021, the Company issued an aggregate of 34,350,697 shares of Common Stock, to Steve Rossi, the Company’s Chief Executive Officer and Director, in connection with his Employment Agreement in consideration for Mr. Rossi agreeing to amend the Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights.

● Refer to note 6 for additional subsequent event.

15

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

This section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements in this Form 10-Q are made based on current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, various factors, uncertainties, and risks should be specifically considered that could affect future results or operations. These factors, uncertainties and risks may cause actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. These risks and uncertainties described and other information contained in the reports filed with or furnished to the SEC should be carefully considered before making any investment decision with respect to the Company’s securities. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company” and “Worksport” as used herein refers collectively to Worksport Ltd.. and its wholly owned subsidiaries, unless otherwise stated.

The following discussion should be read in conjunction with the 2020 Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q.

COVID-19

The Company believes that the COVID- 19 pandemic has had certain impacts on its business, but management does not believe there has been a material long-term impact from the effects of the pandemic on the Company’s business and operations, results of operations, financial condition, cash flows, liquidity or capital and financial resources.

During the first quarter of 2021, aspects of the Company’s business continued to be affected by the COVID-19 pandemic with respect to its manufacturing practices and sales. Combined with decreased consumer confidence, Management expects the Company to generate less revenues than in previous periods.

The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the imposition of protective public safety measures; and the impact of the pandemic on the global economy and demand for consumer products.

RESULTS OF OPERATIONS

Revenue

For the three months ended March 31, 2021, revenue generated from sales was $7,650, compared to $41,027 for the three months ended March 31, 2020. Total revenues decreased by approximately 81% compared to the same period in the prior year.

As a result of the COVID-19 pandemic for the quarter ended March 31, 2021, factory output decreased, shipping costs increased and the ability to distribute products to dealers, wholesalers and retailers was constrained due to labor shortages.

For the quarter ended March 31, 2021 total revenues generated in Canada decreased 100% from $13,018 in the prior period to $0. For the quarter ended March 31, 2021, total revenue generated in the United States decreased 65% from $21,702 in the prior period to $7,650. The decrease in revenue generated in Canada and United States can be attributed to the Company’s focus on enhancing its manufacturing and logistics supply chain for the introduction of new products into the market.

For the quarter ended March 31, 2021, online revenues decreased 60% from $19,005 in the prior periodto $7,650. Online revenue accounted for 100% of total revenue for the quarter ended March 31, 2021 compared to 63% for the same period in 2020.

For the quarter ended March 31, 2021, revenues based on distributors decreased from 13,018 to $0 compared to the same period in 2020.

Worksport currently works with a total of nine dealers and distributors, however, given current market conditions Worksport plans to focus on online sales during 2021. Management believes that increasing sales through online retailers will continue to outpace the traditional distribution business model during 2021. Management further believes that online retailer’s customers tend to provide larger sales volumes, greater profit margins and greater protection against price erosion.

16

Cost of Sales

For the quarter ended March 31, 2021 cost of sales increased by 123% from $27,011 in the prior period to $60,221. Cost of sales, as a percentage of sales, was approximately 787% and 66% for three months ended March 31, 2021 and 2020, respectively. The increase in cost of sales was primarily due to increased shipping expenses near the end of the quarter in connection with inventory acquisitions.

Shipping and freight costs accounted for 52% of total cost of sales during the quarter ended March 31, 2020, compared to 13% for the same period in 2020. The increase in the percentage of the cost of sales was due to increased shipping expenses near the end of the quarter.

Gross Margin

Gross margin percentage for the quarter ended March 31, 2021 and 2020 were negative 687% and 34% respectively. The decrease reflects the Company’s focus on enhancing its manufacturing and logistics supply chain as it seeks to introduce new products, as well as increased shipping expenses near the end of the quarter relating to inventory purchases.

Operating Expenses

Operating expenses increased for the quarter ended March 31, 2021 by $782,434 from $138,471 in the prior period to $949,255.

● General and administrative expense increased by $100,378 from $33,906 in the prior period to $134,284. The increase related to research and development and salaries as the Company seeks to expand its operations and products.

● The Company realized a loss on foreign exchange of $5,206 during the quarter ended March 31, 2021, a decrease of $12,932 compared to a gain on foreign exchange of $7,726 during the prior period. The decrease on foreign exchange can be attributed to operating with the Canadian Dollar.

● Professional fees which include accounting, legal and consulting fees, increased from $109,465 for the quarter ended March 31, 2020 to $647,114 for the quarter ended March 31, 2021. The increase was due to the employment of various third party consultants to help expand the Company’s business operations.

Other Income and Expenses

Other income and expenses for the quarter ended March 31, 2021 was $221,693 compared to $27,811 the prior period, a change of $193,882. The difference can be attributed to the Company’s increased interest expense.

Net Loss

Net loss for the quarter ended March 31, 2021 was $1,223,519 compared to $152,266 for the quarter ended March 31, 2020, a change of $1,071,253 or 704%. The increase in the net loss can be attributed to the decrease in net sales and the increase of expenses as the Company focuses on expanding its operations.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2021, the Company had $9,311,878 in cash and cash equivalents. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities.

Since the Company’s acquisition of Worksport in fiscal 2014, it has never generated a profit.

As of March 31, 2021 the Company had an accumulated deficit of $14,089,552.

Cash Flow Activities

Accounts receivable increased at March 31, 2020 by $24,278 and decreased at March 31, 2021 by $106,349. The decrease was due to the Company’s collection of receivables from customers. Other receivable decreased at March 31, 2021 and March 31, 2020 by $135,307 and $1,390 respectively, due to funds received from a sales tax refund and capital raised in the Reg-A offering.

Inventory decreased at March 31, 2020 by $17,411 and increased at March 31, 2021 by $252,529. Prepaid expenses increased by $64,594 at March 31, 2021 and decreased at March 31, 2020 by $8,281, due to increased consulting and marketing expenditures during the quarter ended March 31, 2021.

Accounts payable and accrued liabilities decreased at March 31, 2021 and March 31, 2020 by $4,862 and $44,567 respectively.

Cash increased from $10,101 at March 31, 2020 to $9,311,878 at March 31, 2021, an increase of $ 9,301,777or 921%. The increase in cash was primarily due to its Reg A and private placement offerings which generated $8,984.786.

As of March 31, 2021, the Company had current assets of $9,811,800 and current liabilities of $1,373,617.

Operating Activities

Net cash used by operating activities for the quarter ended March 31, 2021 was $506,867, compared to $181,035 in the prior period. The primary difference was due to the issuance of shares and warrants for services.

Investing Activities

Net cash used in investing activities for the quarter ended March 31, 2021 was $132,256 compared to $8,765 in the prior period. The increase in investing activities was primarily due to the purchase of property and equipment of $119,233 and the advance of $5,504 of a short term receivable.

Financing Activities

Net cash provided by financing activities for the quarter ended March 31, 2021was $8,843,188 compared to $188,817 in the prior period.

During the quarter ended March 31, 2021 the Company received $8,984,706 of proceeds from Reg-A public offering, private placement offering and exercises of warrants incurring share issuance cost of $59,160. During the quarter ended March 31, 2021 the Company made repayment of $62,905 of promissory notes and repayment of $19,453 of shareholder loans.

During 2021, the Company intends to introduce several new tonneau covers as well as the TerraVis system. The Company anticipates that the introduction of these new products will improve the Company’s financial position.

Based on the Company’s future operating plans, existing cash of $9,311,878, additional funds of approximately $6,300,000 raised during the quarter ended March 31, 2021; management believes that the Company has sufficient funds to meet its contractual obligations and working capital requirements for the next 12 months and the foreseeable future.

17

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the Form 10K filed on April 13, 2021. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the quarter covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time years and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not Applicable.

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

On January 1, 2021, the Company issued 150,000 shares of Common Stock and a warrant to purchase 250,000 shares of Common Stock on or before January 1, 2026 at an exercise price of $2.00 per share to a third party for consulting services.

During the quarter ended March 31, 2021 the Company issued 30,819,800 shares of common stock and warrants in a private offering for $3,081,981.

During the quarter ended March 31, 2021 the Company issued 7,400,000 shares of common stock to third party consultants pursuant to consulting agreements valued at $1,522,000.

During the quarter ended March 31, 2021 the Company issued 3,321,154 shares of common stock to third party consultants valued at $269,910.

During the quarter ended March 31, 2021 the Company issued 3,000,000 shares of common stock to third party consultants valued at $300,000.

During the quarter ended March 31, 2021 the Company issued 1,240,111 shares of common stock pursuant to a settlement agreement with a note holder valued at $111,610.

During the quarter ended March 31, 2021 the Company issued 4,092,431 shares of common stock pursuant to a settlement agreement with a note holder valued at $368,320. During the same period the convertible promissory note holder exercised 790,243 warrants on a cashless basis for 790,243 shares common stock.

The shares and warrants listed herein were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder.  The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not Applicable.

19

Item 6. Exhibits

EXHIBIT
NO.	DESCRIPTION
3.1*	Amended and Restated Articles of Incorporation
3.2*	Amended and Restated By-Laws
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

^* Filed with the Company’s 8-K report on May 21, 2021

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WORKSPORT LTD.
Dated: May 24, 2021	By:	/s/ Steven Rossi
		Steven Rossi
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	WORKSPORT LTD.
Dated: May 24, 2021	By:	/s/ Michael Johnston
		Michael Johnston
		Chief Financial Officer and Accounting Officer

21

EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

I, Steven Rossi, certify that:

1.	I have reviewed this Form 10-Q of Worksport Ltd;
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:	May 24, 2021
By:	/s/ Steven Rossi
	Steven Rossi
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer

I, Michael Johnston, certify that:

1.	I have reviewed this Form 10-Q of Worksport Ltd.;
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:	May 24, 2021
By:	/s/ Michael Johnston
	Michael Johnston
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Rossi, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Worksport Ltd. on Form 10-Q for the period ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Worksport Ltd. at the dates and for the periods indicated.

By:	/s/ Steven Rossi
	Steven Rossi
	Chief Executive Officer
	Date: May 24, 2021

I, Michael Johnston, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Worksport Ltd. on Form 10-Q for the period ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Worksport Ltd. at the dates and for the periods indicated.

By:	/s/ Michael Johnston
	Michael Johnston
	Chief Financial Officer
	Date: May 24, 2021

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 24, 2021
Cover [Abstract]
Entity Registrant Name	Worksport Ltd
Entity Central Index Key	0001096275
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		210,678,444
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 9,311,878	$ 1,107,812
Accounts receivable net	16,438	122,787
Other receivable	38,036	167,836
Inventory (note 3)	115,587	40,803
Prepaid inventory (note 3)	177,745
Prepaid expenses and deposits	152,116	245,526
Total Current Assets	9,811,800	1,684,764
Investment	24,423	24,423
Property and Equipment, net	209,238	91,511
Right-of-use asset, net (note 10)	32,757	38,506
Intangible Assets, net	131,676	62,948
Total Assets	10,209,894	1,902,152
Current Liabilities
Accounts payable and accrued liabilities	952,407	971,667
Payroll taxes payable	51,186	48,216
Related party loan (note 7)	3,940	23,393
Promissory notes payable (note 4)	313,211	367,058
Convertible promissory note, net (note 5)		98,982
Loan payable (note 11)	28,387	184,854
Current lease liability (note 10)	24,485	23,883
Total Current Liabilities	1,373,616	1,718,053
Long Term - Lease Liability (note 10)	8,272	14,624
Total Liabilities	1,381,888	1,732,677
Shareholders' Equity (Deficit)
Series A & B Preferred Stock, $0.0001 par value, 1,100,000 shares authorized, 1,000 Series A and 0 Series B issued and outstanding, respectively (note 6)	1	1
Common stock, $0.0001 par value, 299,000,000 shares authorized, 162,763,986 and 76,412,359 shares issued and outstanding, respectively (note 6)	16,277	7,640
Additional paid-in capital	22,539,306	12,658,596
Share subscriptions receivable	(1,577)	(1,577)
Share subscriptions payable	372,131	379,428
Accumulated deficit	(14,089,552)	(12,866,033)
Cumulative translation adjustment	(8,580)	(8,580)
Total Shareholders' Equity (Deficit)	8,828,006	169,475
Total Liabilities and Shareholders' Equity (Deficit)	$ 10,209,894	$ 1,902,152

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	299,000,000	299,000,000
Common stock, shares issued	162,763,986	76,412,359
Common stock, shares outstanding	162,763,986	76,412,359
Series A Preferred Stock [Member]
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	1,100,000	1,100,000
Preferred Stock, shares issued	1,000	0
Preferred Stock, shares outstanding	1,000	0
Series B Preferred Stock [Member]
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	1,100,000	1,100,000
Preferred Stock, shares issued	1,000	0
Preferred Stock, shares outstanding	1,000	0

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net Sales	$ 7,650	$ 41,027
Cost of Goods Sold	60,221	27,011
Gross Profit (Loss)	(52,571)	14,016
Operating Expenses
General and administrative	134,284	33,906
Sales and marketing	162,651	2,826
Professional fees	647,114	109,465
Loss (gain) on foreign exchange	5,206	(7,726)
Total operating expenses	949,255	138,471
Loss from operations	(1,001,826)	(124,455)
Other Income (Expense)
Interest expense (note 5)	(230,900)	(27,811)
Gain (loss) on settlement of debt	9,207
Total other (expense)	(221,693)	(27,811)
Net Loss	$ (1,223,519)	$ (152,266)
Loss per Share (basic and diluted)	$ (0.01)	$ (0.00)
Weighted Average Number of Shares (basic and diluted)	103,101,944	43,129,884

XML

Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Share Subscriptions Receivable [Member]	Share Subscription Payable [Member]	Accumulated Deficit [Member]	Cumulative Translation Adjustment [Member]	Total
Balance at Dec. 31, 2019		$ 4,191	$ 8,642,423	$ (1,577)	$ 2,159,395	$ (11,678,413)	$ (8,580)	$ (882,561)
Balance, shares at Dec. 31, 2019		41,906,790
Warrants issuance for services
Issuance from subscriptions payable		$ 665	967,807		(968,472)
Issuance from subscriptions payable, shares		6,649,793
Issuance for prepaid services and subscriptions payable					125,000			125,000
Warrants issuance in connection to convertible promissory note (note 5 and 14)			59,110					59,110
Share issuance in connection to convertible promissory note (note 5)		$ 45	123,345					123,390
Share issuance in connection to convertible promissory note (note 5), shares		450,000
Net loss						(152,266)		(152,266)
Balance at Mar. 31, 2020		$ 4,901	9,792,685	(1,577)	1,315,923	(11,830,679)	(8,580)	(727,327)
Balance, shares at Mar. 31, 2020		49,006,583
Balance at Dec. 31, 2019		$ 4,191	8,642,423	(1,577)	2,159,395	(11,678,413)	(8,580)	(882,561)
Balance, shares at Dec. 31, 2019		41,906,790
Balance at Dec. 31, 2020	$ 1	$ 7,640	12,658,596	(1,577)	379,428	(12,866,033)	(8,580)	169,475
Balance, shares at Dec. 31, 2020	1,000	76,412,359
Consulting Service for share subscriptions					111,222			111,222
Issuance for services and subscriptions payable		$ 633	569,277		(241,559)			328,351
Issuance for services and subscriptions payable, shares		6,321,154
Issuance of shares from Reg-A		$ 3,005	3,000,316		(32,700)			2,970,621
Issuance of shares from Reg-A, shares		30,048,199
Share issuance cost			(59,160)					(59,160)
Issuance of shares from private placement		$ 3,050	3,046,931		32,000			3,081,981
Issuance of shares from private placement, shares		30,499,800
Warrants issuance for services			37,000					37,000
Conversion of convertible promissory note to shares (note 5)		$ 410	367,910					368,320
Conversion of convertible promissory note to shares (note 5), shares		4,092,431
Cashless warrant exercise (note 14)		$ 79	(79)
Cashless warrant exercise (note 14), shares		790,243
Warrant exercise (note 14)		$ 1,460	2,918,515		12,130			2,932,105
Warrant exercise (note 14), shares		14,599,800
Loan repayment (note 11)					111,610			111,610
Net loss						(1,223,519)		(1,223,519)
Balance at Mar. 31, 2021	$ 1	$ 16,277	$ 22,539,306	$ (1,577)	$ 372,131	$ (14,089,552)	$ (8,580)	$ 8,828,006
Balance, shares at Mar. 31, 2021	1,000	162,763,986

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Operating Activities
Net Loss	$ (1,223,519)	$ (152,266)
Adjustments to reconcile net loss to net cash from operating activities:
Shares and warrants issued for services	565,261
Depreciation and amortization	7,843	6,514
Interest on lease liability	915	1,460
Accrued interest	17,010
Amortization on OID interest	211,340	12,715
Gain on settlement of debt	(9,207)
Total items not involving cash flow from operating activities	(430,357)	(131,577)
Changes in operating assets and liabilities (note 8)	(76,510)	(49,458)
Net cash used in operating activities	(506,867)	(181,035)
Cash Flows from Investing Activities
Repayment of lease liability	(7,516)
Loan receivable	(5,507)
Purchase of investment		(8,765)
Purchase of property and equipment	(119,233)
Net cash used in investing activities	(132,256)	(8,765)
Financing Activities
Proceeds from issuance of common shares, net of issuance cost	5,993,441
Proceeds from warrant exercise	2,932,105
Repayment of loan payable	(62,905)
Proceeds from promissory notes		182,500
Shareholder assumption of debt	(19,453)	6,317
Net cash provided by financing activities	8,843,188	188,817
Change in cash	8,204,066	(983)
Cash and cash equivalents - beginning of year	1,107,812	11,993	$ 11,993
Cash and cash equivalents end of year	9,311,878	11,010	$ 1,107,812
Supplemental disclosure of cash flow information:
Interest paid		1,850
Supplemental Disclosure of non-cash investing and financing Activities
Purchase of software	69,315
Shares issued to service providers	241,559
Cashless warrant exercise	51,901
Shares issued for share subscriptions payable	274,259	968,472
Conversion of convertible promissory note to common stock	368,320
Convertible promissory note - equity discount		182,500
Convertible promissory note - original issue discount		$ 16,215

XML

Basis of Presentation and Business Condition

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Business Condition

1. Basis of Presentation and Business Condition

a) Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021.

b) Functional and Reporting Currency

Effective January 1, 2020, the Company changed the functional currency of its subsidiary to United States dollars given the increasing prevalence of U.S. dollar-denominated activities of the subsidiary over time. The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from January 1, 2020. The subsidiary’s balance sheet was converted from Canadian dollars to United States dollars using the year ended December 31, 2019 United States dollar balance as the opening for January 1, 2020 in accordance to ASC 830. These condensed interim financial statements are presented in United States Dollars. The functional and presentation currency of the Company and its subsidiary is the United States Dollar. As a result of the change in functional currency the Company recognized a loss on foreign exchange of $29,940.

c) Use of Estimates

The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States 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 condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

d) Business condition

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

As of March 31, 2021, the Company had working capital of $8,438,184 and an accumulated deficit of $14,089,552. As of March 31, 2021, the Company had cash and cash equivalents of $9,311,878. Based on its current operating plans, the Company believes it has sufficient level of funding for anticipated operations, capital expenditures and debt repayments for a period of at least 12 months from the issuance date of this Annual Report.

During the three month ended March 31, 2021 the Company through its Reg-A public offering, private placement offering, and exercises of warrants had raised in aggregate of approximately $9,000,000. In addition, as of May 2021 the Company has approximately 57,000,000 warrants exercisable at $0.20 per warrant compare to an average share price of approximately $0.30 per share, anticipating additional warrant exercises.

The Company intents to introduce in late 2021 several new tonneau covers most significant of which is the TerraVis. TerraVis is a solar cover tonneau cover will give pick-up truck owners rechargeable portable power and added range to upcoming EV pick-up trucks. The Company anticipates that the introduction of these new products will sufficiently improve the Company’s financial position.

Based on the Company’s future operating plans, existing cash of $9,311,878 combined with possible warrants exercises of approximately $9,100,000; management believes the Company have sufficient funds to meet its contractual obligations and working capital requirements for the next 12 months and the foreseeable future.

e) Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements, we identified an immaterial error related to the recognition of a deemed dividend related to down-round features along with the associated shares issuance and professional fees in the three month ended March 31, 2020. In accordance with SAB (Staff Accounting Bulletins) Topic 1.M, “Materiality,” and SAB (Staff Accounting Bulletins) Topic 1.N, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the error and determined that the related impact was not material to our financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to our results of operations and equity for the fiscal and interim periods of 2020. Accordingly, we have revised previously reported financial information for such immaterial error, as previously disclosed in our Quarterly Report on Form 10-Q for the three month ended March 31, 2020. A summary of revisions to certain previously reported financial information presented herein for comparative purposes is included in note 15.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

The accounting polices used in the preparation of these condensed consolidated interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2020 in addition to:

Property and Equipment – During the three month ended March 31, 2021 the Company purchased an automobile. As such the Company has updated its accounting policy of its capital assets. Capital assets are recorded at cost and are amortized using the straight-line method over the following estimated useful lives:

● Automobile 5 years

XML

Inventory

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventory

3. Inventory

Inventory consists of the following at March 31, 2021 and December 31, 2020:  

	2021		2020
Finished goods	$	107,143	$	32,358
Promotional items		552		552
Raw materials		7,893		7,893
	$	115,587	$	40,803
Prepaid inventory	$	177,745	$	-

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Promissory Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Promissory Notes

4. Promissory Notes

The following tables shows the balance of the notes payable as of March 31, 2021 and December 31, 2020:

Balance as at December 31, 2019	$	267,881
Reclassification		99,177
Balance as at December 31, 2020	$	367,058
Repayment		(53,847	)
Balance as at March 31, 2021	$	313,211

During the year ended December 30, 2020, the Company reclassified $88,120 from accounts payable to promissory notes. The terms of the note is under negotiation and is currently due on demand.

During the year ended December 30, 2020, the Company reclassified a debit balance of $11,058 from notes payable to other receivable.

During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $73,452 ($123,231 Canadian Dollars). During the year ended December 31, 2018, the Company issued two additions to the original unsecured promissory note of July 2016, totaling $22,639 ($30,884 Canadian dollars). The secured promissory note bears interest at a rate of 18% per annum. The payment terms of the original note including these additions are due “upon completion of going public on the Canadian Securities Exchange, with no change in interest rate. The secured promissory note is secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of the secured promissory notes to be due on April 1, 2021. As at March 31, 2021, principal balance owing was $96,091 ($123,231 Canadian Dollars) (December 31, 2020 - $96,091 ($123,231 Canadian Dollars)). As of March 31, 2021, the accrued interest on this note payable was $53,120 ($69,571 Canadian Dollars) (December 31, 2020 - $48,770 ($64,102 Canadian Dollars)) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute.

During the year ended December 31, 2016, the Company issued secured promissory notes in the amount of $79,000. The secured promissory notes bears interest at a rate of 18% per annum, payable monthly. The secured promissory notes are secured by all present and after-acquired property and assets of the Company. During the year ended December 31, 2019, the Company extended the maturity dates of all secured promissory notes to be due on April 1, 2021. As at March 31, 2021 principal balance owing was $79,000 (December 31, 2020 - $79,000). As of March 31, 2021, the accrued interest on this note payable was $34,497 (December 31, 2020 – $31,000) included in accounts payable and accrued liabilities. As of March 31, 2021, the Company and the secured promissory note holder are in dispute.

During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $53,848 ($67,700 Canadian Dollars). The secured promissory notes were due in October and November 2018 and bears interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019, the Company extended the maturity date of the secured promissory notes to November 3, 2020. During the three months ended March 31, 2021, the Company and promissory note holders reached an agreement to repay $62,905 ($80,108 Canadian Dollars) for outstanding principal and interest. As a result of the Company recognized a gain on settlement of debt of $5,682. As of March 31, 2021 the Company has made the payment of $62,905.

During the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $60,000. The secured promissory notes are due in August and November 2018 and bear interest at a rate of 12% per annum. The secured promissory notes are secured by Company inventory and personal assets held by the CEO. During the year ended December 31, 2019 the Company extended the maturity dates of this secured promissory note to November 3, 2020. During the year ended December 31, 2019, the Company a principal repayment of $10,000. As at March 31, 2021, principal balance owing was $50,000 (December 31, 2020 - $50,000). As of March 31, 2021, the accrued interest on this note payable was $24,203 (December 31, 2020 - $22,703) included in accounts payable and accrued liabilities. As the note is outstanding beyond its maturity date interest rate increased from 12% to 22%.

The amounts repayable under promissory notes and secured promissory notes at March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Balance owing	$	313,211		$	367,058
Less amounts due within one year		(313,211	)		(367,058	)
Long-term portion	$	-		$	-

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Convertible Promissory Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Convertible Promissory Notes

5. Convertible Promissory Notes

On February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”), pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $544,425 to be paid in tranches. As additional consideration for the purchase of the note, (I) the Company issued to Leonite 450,000 common shares, and (ii) the Company issued to Leonite a five-year warrant to purchase 900,000 common shares at an exercise price of $0.10 per share (subject to adjustment), which may be exercised on a cashless basis. Refer to note 14 for warrant valuation.

The note carries an original issue discount of $44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Therefore, the purchase price of the note was $500,000. On February 28, 2020, the Company recorded $198,715, $182,500 principal and $16,215 original issue discount. On September 1, 2020 the Company recorded an additional $310,322, $285,000 principal and $25,322 original issue discount. As of March 31, 2021, the Company has recorded $509,037, $467,500 principal and $41,537 original issue discount. Furthermore, the Company issued 450,000 shares of common stock valued at $123,390 and a debt-discount related to the warrants valued at $344,110. During the year ended December 31, 2020 Leonite converted $226,839 of convertible promissory note into 2,520,434 common shares at $0.09 per share. The original value of the convertible note converted was $182,565 as a result the Company recognized a loss of $44,274 on settlement of debt. During the three months ended March 31, 2021 Leonite converted its remaining outstanding principal and interest into common shares. Leonite received 4,092,431 common shares at $0.09 per share valued at $368,319. The original value of the convertible note converted including interest was $325,667. As a result the Company recognized a loss of $42,651 on settlement of debt. In connection with the settlement the Company expensed the remaining $148,027 of the original debt discount to interest expense. As of March 31, 2021 the convertible promissory note has been repaid in full.  

The Company amortized $58,146 (2020 - $11,677) of financing costs related to the shares and warrants for the three months ended March 31, 2021. The remaining net balance of the note at March 31, 2021 is $0 (2020 - $12,715) comprised of principal of $0 (2020 - $183,538) and net of unamortized debt discount of $0 (2020 - $170,823).

The note bears interest at the rate of the greater of 10.2% per annum. Any amount of principal or interest on the note which is not paid by the maturity date shall bear interest at the rate at the lesser of 24% per annum or the maximum legal amount permitted by law (the “Default Interest”).

Beginning on March 18, 2020 and on the same day of each and every calendar month thereafter throughout the term of the note, the Company shall make monthly payments of interest only due under the note to Leonite at the Stated Rate as set forth above. The Company shall pay to Leonite on an accelerated basis any outstanding principal amount of the note, along with accrued, but unpaid interest, from: (a) net proceeds of any future financings by the Company, but not its subsidiaries, whether debt or equity, or any other financing proceeds, except any transaction having a specific use of proceeds requirement that such proceeds are to be used exclusively to purchase the assets or equity of an unaffiliated business and the proceeds are used accordingly; (ii) net proceeds from any sale of assets of the Company or any of its subsidiaries other than sales of assets in the ordinary course of business or receipt by the Company or any of its subsidiaries of any tax credits existing prior to the date of the note; and (iii) net proceeds from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. During the three month ended March 31, 2021, the Company accrued interest of $5,654. During the year ended December 31, 2020 the Company accrued interest of $9,960 and made interest payment of $11,100. As of March 31, 2021 the Company has repaid all outstanding interest.

The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term.

The note contains customary events of default, including in the event of (it) non-payment, (ii) a breach by the Company of its covenants under the securities purchase agreement or any other agreement entered into in connection with the securities purchase agreement, or a breach of any of representations or warranties under the note, or (iii) the bankruptcy of the Company. The note also contains a cross default provision, whereby a default by the Company of any covenant or other term or condition contained in any of the other financial instrument issued by the Company to Leonite or any other third party after the passage all applicable notice and cure or grace periods that results in a material adverse effect shall, at Leonite’s option, be considered a default under the note, in which event Leonite shall be entitled to apply all rights and remedies under the terms of the note.

Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares of the Company. The number of common shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect. The conversion amount is the sum of: (i) the principal amount of the note to be converted plus (ii) at Leonite’s option, accrued and unpaid interest, plus (iii) at Leonite’s option, Default Interest, if any, plus (iv) Leonite’s expenses relating to a conversion, plus (v) at Leonite’s option, any amounts owed to Leonite. The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing.

Notwithstanding the foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) by Leonite upon, at its election, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by Leonite, as may be specified in such notice of waiver).

This note shall give Leonite a senior secured obligation of the Company, with first priority over all current and future indebtedness of the Company and any subsidiary.

Calculation of beneficial conversion feature

As of March 31, 2021, The Company allocated $509,037 as the proceeds from Leonite; $467,500 principal and $41,537 original issue discount. The Company allocated $123,390 to common shares and $242,100 to warrants calculated using the black-scholes model. The effective rate resulted in a beneficial conversion feature greater than the proceeds.

Allocated proceeds of Convertible Promissory Note	$	509,037
Conversion Price	$	0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note		5,655,967
Conversion price	$	0.098
FMV of Common Stock	$	0.263
Per Share Intrinsic Value of Beneficial Conversion Feature	$	0.165
Calculated Beneficial Conversion Feature	$	933,646

In accordance to ASC 470-20-30, if the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the convertible promissory note, the amount of the discount assigned to the beneficial conversion feature shall be limited to the amount of the proceeds allocated to the convertible promissory note. As such, the beneficial conversion feature of the convertible promissory note is equal to $467,500 with an excess of $466,146.

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Shareholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Shareholders' Equity (Deficit)

6. Shareholders’ Equity (Deficit)

During the three month ended March 31, 2021 the Company issued a total of 30,048,199 common shares relating to the Reg-A public offering. Of the shares issued 312,000 common shares valued at $31,200 were from share subscription payable and 15,000 common shares were cancelled and refunded valued at $1,500. The Company incurred share issuance cost of $59,160.  

During the same period 14,660,450 Reg-A public offering warrants were exercised for 14,660,450 common shares. As of March 31, 2021 14,559,800 common shares were issued valued at $2,919,975. Subsequent to March 31, 2021 the remaining 60,650 common shares valued at $12,130 were issued. 

During the three month period ended March 31, 2021 the Company raised $3,081,981 through private placement offerings for 30,819,800 common shares and warrants. As of March 31, 2021, the Company issued 30,499,800 shares of common stock. As of March 31, 2021, the Company has 320,000 common shares of to be issued. Subsequent to the period ended the Company issued the remaining 320,000 common shares.

During the three month ended March 31, 2021 the Company entered into consulting agreements with third party consultants for 7,400,000 shares of common stock valued at $1,522,000 for prepaid consulting services. As of March 31, 2021 the Company recorded $111,222 in share subscriptions payable.

During the three month ended March 31, 2021 the Company issued 3,321,154 common shares valued at $269,910 for consulting services, $241,559 were issued from share subscriptions payable. During the same period the Company issued 3,000,000 common shares valued at $300,000 for consulting services. 

During the three month ended March 31, 2021 the Company issued entered into a settlement agreement with a loan holder to issue 1,240,111 common shares for all outstanding loan principal and interest valued at $111,610. Refer to note 11. Subsequent to the three month ended March 31, 2021 the 1,240,111 common shares were issued.

During the three month ended March 31, 2021 the Company entered into a settlement agreement with the convertible promissory note holder to settle all outstanding principal and interest. The Company issued 4,092,431 common shares valued at $368,320. During the same period the convertible promissory note holder exercised 790,243 warrants on a cashless basis for 790,243 common shares. Refer to note 5 and 14.

During the three month ended March 31, 2020 the Company entered into a share subscription agreement with a consultant of the Company for 4,000,000 common shares valued at $125,000 for prepaid consulting services. As of March 31, 2020, the Company has expensed $31,250 from prepaid expenses.

During the three month ended March 31, 2020, the Company issued 4,458,333 common shares from shares subscription payable with a combined value of $511,000. 4,000,000 of the common shares issued from subscription payable valued at $456,000 relates to the anti-dilution feature triggered on March 5, 2019 as noted below.

During the three month ended March 31, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for 4,100,000 shares valued at $856,080. As of March 31, 2020, the Company has issued 2,190,959 shares from share subscriptions payable valued at $457,472.

During the three month ended March 31, 2020 the Company issued 450,000 shares in connection with the issuance of convertible promissory note (refer to note 5) at $0.27 per share.

As of March 31, 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2021, the Company was authorized to issue 1,100,000 shares of its Series A and Series B Preferred Stock with a par value of $0.0001. Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock.

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Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

Related Party Transactions

7. Related Party Transactions

During the three month ended March 31, 2021, the Company recorded salaries expense of $49,783 (2020 - $16,126) related to services rendered to the Company by its CEO.

During the three month ended March 31, 2021 the Company repaid $19,453 to the Company’s CEO and director. During the three months ended March 31, 2020 the Company’s CEO and director paid on behalf of the Company’s lease payments of $7,317.

During the three month ended March 31, 2021 the Company paid a director of the Company $50,000 for services rendered from 2015 to 2020.

During the three month ended March 31, 2021, the Company paid $53,403 to a U.S.-based corporation which the Company’s CEO and director is also a stockholder.

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Changes in Cash Flows from Operating Assets and Liabilities

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Changes in Cash Flows from Operating Assets and Liabilities

8. Changes in Cash Flows from Operating Assets and Liabilities

The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2021 and 2020 are as follows:

	2021			2020
Decrease (increase) in accounts receivable	$	106,349		$	(24,279	)
Decrease (increase) in other receivable		135,307			1,391
Decrease (increase) in inventory and prepaid inventory		(252,529	)		17,441
Decrease (increase) in prepaid expenses and deposits		(64,594	)		8,281
Increase (decrease) in lease liability		850			(7,725	)
Increase (decrease) in payroll taxes payable		2,970			-
Increase (decrease) in accounts payable and accrued liabilities		(4,862	)		(44,567	)
	$	(76,510	)	$	(49,458	)

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and contingencies

During the three month ended March 31, 2021 the Company entered into an amended agreement to reserve an additional 150,000 common shares at $0.0001 per share for consulting services. During the year ended December 31, 2020 the Company entered into an agreement with a third-party advisor to reserve for issuance 100,000 common shares at $0.0001 per share for consulting services. As of March 31, 2021, the third party has not exercised the shares. As of March 31, 2021 the Company has reserved 250,000 commons shares.

During the year ended December 31, 2020 the Company (defendant) is currently in an ongoing legal proceeding with a promissory notes payable holder (plaintiff). As of March 31, 2021, the outcome of the legal proceeding is uncertain.

During the year ended December 31, 2020, the Company reached a legal settlement with a supplier in which the Company is obligated to pay $6,037 per month beginning on March 1, 2020 for four months until the settlement amount of $24,148 has been fully paid on June 1, 2020. As of December 31, 2020, the Company has completed all payments.

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Lease Liabilities

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Lease Liabilities

10. Lease Liabilities 

During the year ended December 31, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $2,221. The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application, beginning January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 10%. The Company has measured the right-of-use asset at an amount equal to the lease liability.

The Company’s right-of-use asset for the three month ended March 31, 2021 as follows:      

	2021
Right-of-use asset	$	32,757
Current lease liability	$	24,485
Long-term lease liability	$	8,272

The components of lease expense are as follows:

	March 31, 2021		March 31, 2020
Amortization of right-of-use	$	5,749	$	22,164
Interest on lease liability	$	915	$	4,494
Total lease cost	$	6,664	$	26,658

Maturities of lease liability are as follows:

Future minimum lease payments as of March 31, 2021,

2021		19.994
2022		15,551
Total future minimum lease payments		35.545
Less: amount representing interest		(2.787	)
Present value of future payments		32,758
Current portion		24,485
Long term portion	$	8,272

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Loan Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Loan Payable

11. Loan payable

During the year ended December 31, 2020 the Company received loans of $32,439, $10,000 and $108,000 from a unrelated third party with an interest rate of 10% per annum with a maturity date of December 31, July 22 and August 31, 2021, respectively. During the three months ended March 31, 2021 the Company agreed to repay the outstanding principal and interest through the issuance of 1,240,111 common shares at $0.09 per share. As of March 31, 2021, the Company accrued interest of $1,319 (2020 - $0). As of the date of the settlement agreement the Company had $150,439 principal and $7,336 interest outstanding, resulting in the Company recognizing a gain on settlement of $46,176 for the three month period ended March 31, 2021. The 1,240,111 common shares were issued subsequent to period end.

During the year ended December 31, 2020 the Company received $28,387 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent.  As of March 31, 2021 loan payable outstanding is $28,387 ($40,000 CDN).

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Government Assistance

3 Months Ended

Mar. 31, 2021

Government Assistance

Government Assistance

12. Government Assistance

The government of Canada is currently providing funding through the Canada Emergency Wage Subsidy (“CEWS”) program in order to provide financial relief to Canadian businesses affected by COVID-19. The CEWS program provides a reimbursement of salaries for eligible employers based on the decrease in revenues. During the three month ended March 31, 2021, the Company recognized CEWS of $21,704 ($27,534 CDN) as a reduction in general and administrative on the condensed consolidated statements of Operations.

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Loss per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Loss per Share

13. Loss per Share

For the three months ended March 31, 2021, loss per Share is $(0.01) (basic and diluted) compared to the three months ended March 31, 2020, of $0.00 (basic and diluted) using the weighted average number of shares of 103,101,944 (basic and diluted) and 43,129,884 (basic and diluted) respectively.

There are 299,000,000 shares authorized, 162,763,986 and 49,006,583 shares issued and outstanding, as at March 31, 2021 and 2020 respectively. As of March 31, 2021, the Company has 12,304,095 shares to be issued. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share”. Shares underlying the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have on the computation. As at March 31, 2021 the Company has 57,683,607 warrants convertible to 57,683,607 common shares for a total underlying common shares of 57,683,607. At March 31, 2020 the Company has 900,000 warrants convertible to 900,000 common shares and convertible promissory note convertible to 2,207,946 common shares for a total underlying common shares of 3,107,946.

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Warrants

3 Months Ended

Mar. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrants

14. Warrants

During the three months ended March 31, 2021 a total of 15,450,693 warrants were exercised for 15,450,693 common shares. 14,660,450 warrants were exercised at $0.20 per share, the remaining 790,243 warrants were exercised on a cashless basis, refer to note 5. As of March 31, 2021 15,390,043 common shares were issued with the remaining 60,650 common shares issued subsequent to the period ended.

During the three months ended March 31, 2021 the Company issued 30,048,199 and 30,499,800 warrants convertible to 1 and 2 common shares each exercisable for a period of 12 and 18 months respectively. The warrants were issued in connection with the Reg-A public offering and private placement offering respectively. The exercise price of the warrants is $0.20 per share.

During the three month ended March 31, 2021 the Company and warrant holder reached an agreement to amend a previous warrant agreement. The Company will issue an additional 150,000 warrants for a total of 250,000 warrants. The exercisable period of the warrants was also amended to a period of five years beginning on January 14, 2021. The warrants are convertible to 1 common share each exercisable at $2 per share.

As of March 31, 2021 the Company has the following warrants outstanding:

Exercise price		Number outstanding		Remaining Contractual Life (Years)		Expiry date
$	0.20		225,000		0.67	December 1, 2021
$	0.20		25,349,050		0.80	February 24, 2022
$	2.00		250,000		1.33	April 29, 2022
$	0.10		109,757		3.91	February 25, 2025
$	0.12		1,250,000		3.97	March 20, 2025
$	0.20		30,499,800		1.50	October 1, 2022
			57,683,607		2.03

	March 31, 2021						December 31, 2020
	Number of warrants			Weighted average price			Number of warrants		Weighted average price
Balance, beginning of year		12,436,301		$	0.20			-	$	-
Issuance		60,697,999		$	0.21			12,436,301	$	0.20
Exercise		(15,450,693	)	$	(0.19	)		-	$	-
Balance, end of period		57,683,607		$	0.22			12,436,301	$	0.20

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Revision of Prior Period Financial Statements

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Revision of Prior Period Financial Statements

15. Revision of Prior Period Financial Statements

During the audit for the year ended December 31, 2020 an error was discovered relating to share issuances resulting from an anti-dilution agreement. The share issuances for the three months ended March 31, 2020 were 2,000,000 and 458,834 common shares respectively. The anti-dilution agreement relating to a 2017 share subscription payable agreement was triggered in March 2019 upon the Company’s stock split.

We revised certain prior period financial statements for an immaterial error related to the recognition of the deemed dividend related to down-round features along with the associated shares issuance and professional fees (note 1). A summary of revisions to our previously reported financial statements presented herein for comparative purposes.

The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of March 31, 2020 reflected below:

	Common Stock				Additional Paid-in Capital		Share Subscriptions Receivable			Share Subscription Payable		Accumulated Deficit			Cumulative translation adjustment			Total Stockholders’ Equity (Deficit)
	Shares		Amount
Balance at March 31, 2020		46,547,749	$	4,655	$	9,060,739	$	(1,577	)	$	1,178,608	$	(10,961,172	)	$	(8,580	)	$	(727,327	)
Revision		2,458,834	$	246	$	731,946		-		$	137,315	$	(869,507	)		-			-
Balance at March 31, 2020, as revised		49,006,583	$	4,901	$	9,792,685	$	(1,577	)	$	1,315,923	$	(11,830,679	)	$	(8,580	)	$	(727,327	)

The Condensed Consolidated Statements of Operations has been revised to reflect the correction for the three months ended March 31, 2020 as follows:

	For the Three Months Ended March 31, 2020
	As previously reported			Revision			As Revised
Professional Fees	$	149,465		$	(40,000	)	$	109,465
Total Operating Expenses	$	178,471		$	(40,000	)	$	138,471
Loss from Operations	$	(164,455	)	$	40,000		$	(124,455	)
Net Loss	$	(192,266	)	$	40,000		$	(152,266	)
Comprehensive Loss	$	(192,266	)	$	40,000		$	(152,266	)
Loss per Share – Basic and Diluted	$	(0.00	)		-		$	(0.00	)

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COVID-19

3 Months Ended

Mar. 31, 2021

Unusual or Infrequent Items, or Both [Abstract]

COVID-19

16. COVID-19

The recent outbreak of the novel coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions.

Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, financing or mining production activities or the ore and mining industry or the global economy as a whole. However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely. The management and board of the Company is constantly monitoring this situation to minimize potential losses.

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent Events

The Company has evaluated subsequent events through May 24, 2021 which is the date the financial statements were available to be issued and the following events after year end occurred:

● On April 1, 2021 26,000 warrants were exercised at $0.20 per warrant for 26,000 common shares.

● On April 4, 2021 the Company issued 67,000 common shares to an employee for services rendered to the Company.

● On April 14, 2021 the Company entered into a consulting agreement for a duration of 18 months for 1,500,000 common shares at $0.10 per share.

● On April 29, 2021 the Company issued 1,850,000 which will be returned and cancelled.

● On May 3, 2021 the Company sold an aggregate of 10,000,000 units to a private investor for $0.10 per unit, for a total purchase price of $1,000,000. Each unit consists of one share of Common Stock and one (1) warrant to purchase two (2) shares of Common Stock for $0.20 per Warrant Share from the date of issuance until November 3, 2022.

● On May 10, 2021, the Company issued an aggregate of 34,350,697 shares of Common Stock, to Steve Rossi, the Company’s Chief Executive Officer and Director, in connection with his Employment Agreement in consideration for Mr. Rossi agreeing to amend the Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights.

● Refer to note 6 for additional subsequent event.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Property and Equipment

Property and Equipment – During the three month ended March 31, 2021 the Company purchased an automobile. As such the Company has updated its accounting policy of its capital assets. Capital assets are recorded at cost and are amortized using the straight-line method over the following estimated useful lives:

● Automobile 5 years

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Schedule of Estimated Useful Lives of Property and Equipment

Capital assets are recorded at cost and are amortized using the straight-line method over the following estimated useful lives:

● Automobile 5 years

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Inventory (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consists of the following at March 31, 2021 and December 31, 2020:  

	2021		2020
Finished goods	$	107,143	$	32,358
Promotional items		552		552
Raw materials		7,893		7,893
	$	115,587	$	40,803
Prepaid inventory	$	177,745	$	-

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Promissory Notes (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Notes Payable

The following tables shows the balance of the notes payable as of March 31, 2021 and December 31, 2020:

Balance as at December 31, 2019	$	267,881
Reclassification		99,177
Balance as at December 31, 2020	$	367,058
Repayment		(53,847	)
Balance as at March 31, 2021	$	313,211

Schedule of Secured Notes Payable

The amounts repayable under promissory notes and secured promissory notes at March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Balance owing	$	313,211		$	367,058
Less amounts due within one year		(313,211	)		(367,058	)
Long-term portion	$	-		$	-

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Convertible Promissory Notes (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Calculated Beneficial Conversion Feature

The effective rate resulted in a beneficial conversion feature greater than the proceeds.

Allocated proceeds of Convertible Promissory Note	$	509,037
Conversion Price	$	0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note		5,655,967
Conversion price	$	0.098
FMV of Common Stock	$	0.263
Per Share Intrinsic Value of Beneficial Conversion Feature	$	0.165
Calculated Beneficial Conversion Feature	$	933,646

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Changes in Cash Flows from Operating Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Changes in Operating Assets and Liabilities

The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2021 and 2020 are as follows:

	2021			2020
Decrease (increase) in accounts receivable	$	106,349		$	(24,279	)
Decrease (increase) in other receivable		135,307			1,391
Decrease (increase) in inventory and prepaid inventory		(252,529	)		17,441
Decrease (increase) in prepaid expenses and deposits		(64,594	)		8,281
Increase (decrease) in lease liability		850			(7,725	)
Increase (decrease) in payroll taxes payable		2,970			-
Increase (decrease) in accounts payable and accrued liabilities		(4,862	)		(44,567	)
	$	(76,510	)	$	(49,458	)

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Lease Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule Right-of-use Asset

The Company’s right-of-use asset for the three month ended March 31, 2021 as follows:      

	2021
Right-of-use asset	$	32,757
Current lease liability	$	24,485
Long-term lease liability	$	8,272

Schedule of Components of Lease Expense

The components of lease expense are as follows:

	March 31, 2021		March 31, 2020
Amortization of right-of-use	$	5,749	$	22,164
Interest on lease liability	$	915	$	4,494
Total lease cost	$	6,664	$	26,658

Schedule of Future Minimum Lease Payments

Future minimum lease payments as of March 31, 2021,

2021		19.994
2022		15,551
Total future minimum lease payments		35.545
Less: amount representing interest		(2.787	)
Present value of future payments		32,758
Current portion		24,485
Long term portion	$	8,272

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Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants Exercise Price

Exercise price		Number outstanding		Remaining Contractual Life (Years)		Expiry date
$	0.20		225,000		0.67	December 1, 2021
$	0.20		25,349,050		0.80	February 24, 2022
$	2.00		250,000		1.33	April 29, 2022
$	0.10		109,757		3.91	February 25, 2025
$	0.12		1,250,000		3.97	March 20, 2025
$	0.20		30,499,800		1.50	October 1, 2022
			57,683,607		2.03

Schedule of Warrants Activity

	March 31, 2021						December 31, 2020
	Number of warrants			Weighted average price			Number of warrants		Weighted average price
Balance, beginning of year		12,436,301		$	0.20			-	$	-
Issuance		60,697,999		$	0.21			12,436,301	$	0.20
Exercise		(15,450,693	)	$	(0.19	)		-	$	-
Balance, end of period		57,683,607		$	0.22			12,436,301	$	0.20

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Revision of Prior Period Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Prior Period of Financial Statement

The cumulative effect of the adjustments on all prior periods to Shareholders’ Equity as of March 31, 2020 reflected below:

	Common Stock				Additional Paid-in Capital		Share Subscriptions Receivable			Share Subscription Payable		Accumulated Deficit			Cumulative translation adjustment			Total Stockholders’ Equity (Deficit)
	Shares		Amount
Balance at March 31, 2020		46,547,749	$	4,655	$	9,060,739	$	(1,577	)	$	1,178,608	$	(10,961,172	)	$	(8,580	)	$	(727,327	)
Revision		2,458,834	$	246	$	731,946		-		$	137,315	$	(869,507	)		-			-
Balance at March 31, 2020, as revised		49,006,583	$	4,901	$	9,792,685	$	(1,577	)	$	1,315,923	$	(11,830,679	)	$	(8,580	)	$	(727,327	)

Schedule of Consolidated Statements of Operations

The Condensed Consolidated Statements of Operations has been revised to reflect the correction for the three months ended March 31, 2020 as follows:

	For the Three Months Ended March 31, 2020
	As previously reported			Revision			As Revised
Professional Fees	$	149,465		$	(40,000	)	$	109,465
Total Operating Expenses	$	178,471		$	(40,000	)	$	138,471
Loss from Operations	$	(164,455	)	$	40,000		$	(124,455	)
Net Loss	$	(192,266	)	$	40,000		$	(152,266	)
Comprehensive Loss	$	(192,266	)	$	40,000		$	(152,266	)
Loss per Share – Basic and Diluted	$	(0.00	)		-		$	(0.00	)

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Basis of Presentation and Business Condition (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	May 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Loss on foreign exchange	$ 29,940
Working capital	8,438,184
Accumulated deficit	(14,089,552)			$ (12,866,033)
Cash and cash equivalents	9,311,878			$ 1,107,812
Proceeds from offerings	9,000,000
Warrants of shares			57,000,000
Warrants exercise per share			$ 0.20
Warrants average share price			$ 0.30
Proceeds from sale of equity	9,311,878
Proceeds from warrants exercises	$ 2,932,105

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Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)	3 Months Ended
	Mar. 31, 2021
Automobiles [Member]
Property and equipment estimated useful lives	5 years

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Inventory - Schedule of Inventory (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Finished goods	$ 107,143	$ 32,358
Promotional items	552	552
Raw materials	7,893	7,893
Inventory	115,587	40,803
Prepaid inventory	$ 177,745

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Promissory Notes (Details Narrative)		3 Months Ended		12 Months Ended
	Mar. 18, 2020	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2017 USD ($)	Mar. 31, 2021 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CAD ($)	Dec. 31, 2017 CAD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2016 CAD ($)
Notes payable							$ 88,120
Other receivable							11,058
Gain (Loss) on Extinguishment of Debt		$ 9,207
Debt instrument maturity date, description	The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term.
Secured Promissory Note [Member]
Secured debt												$ 73,452
Debt instrument extended maturity date				Apr. 01, 2021
Principal amount		96,091					96,091
Accrued interest		53,120					48,770
Secured Promissory Note [Member] | Promissory Note Holders [Member]
Principal amount		62,905
Gain (Loss) on Extinguishment of Debt		5,682
Repayment from secured debt		62,905
Secured Promissory Note [Member] | Canadian Dollars [Member]
Secured debt													$ 123,231
Secured Promissory Note [Member] | Canadian Dollars [Member] | Promissory Note Holders [Member]
Principal amount						$ 80,108
Unsecured Promissory Note [Member]
Unsecured debt									$ 22,639
Debt interest rate									18.00%	18.00%
Unsecured Promissory Note [Member] | Canadian Dollars [Member]
Unsecured debt										$ 30,884
Principal amount						123,231		$ 123,231
Accrued interest						$ 69,571		$ 64,102
Secured Promissory Note One [Member]
Secured debt					$ 53,848							$ 79,000
Debt interest rate					12.00%						12.00%	18.00%	18.00%
Debt instrument extended maturity date				Apr. 01, 2021
Principal amount		79,000					79,000
Accrued interest		34,497					31,000
Debt instrument maturity date, description					The secured promissory notes were due in October and November 2018.
Secured Promissory Note One [Member] | 2017 Secured Promissory Notes [Member]
Debt instrument extended maturity date				Nov. 03, 2020
Secured Promissory Note One [Member] | Canadian Dollars [Member]
Secured debt											$ 67,700
Secured Promissory Note Two [Member]
Secured debt					$ 60,000
Debt interest rate					12.00%						12.00%
Debt instrument extended maturity date				Nov. 03, 2020
Principal amount		50,000					50,000
Accrued interest		$ 24,203					$ 22,703
Repayment from secured debt				$ 10,000
Debt instrument maturity date, description					The secured promissory notes are due in August and November 2018.
Secured Promissory Note Two [Member] | Minimum [Member]
Debt interest rate					12.00%						12.00%
Secured Promissory Note Two [Member] | Maximum [Member]
Debt interest rate					22.00%						22.00%

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Promissory Notes - Schedule of Notes Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Notes payable beginning balance	$ 367,058	$ 267,881
Reclassification		99,177
Repayment	(53,847)
Notes payable ending balance	$ 313,211	$ 367,058

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Promissory Notes - Schedule of Secured Notes Payable (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Balance owing	$ 313,211	$ 367,058
Less amounts due within one year	(313,211)	(367,058)
Long-term portion

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Convertible Promissory Notes (Details Narrative)			3 Months Ended		12 Months Ended
	Mar. 18, 2020 Days $ / shares	Feb. 25, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	May 31, 2021 $ / shares shares	Sep. 01, 2020 USD ($)	Feb. 28, 2020 USD ($)
Warrants to purchase | shares						57,000,000
Warrants exercise per share | $ / shares						$ 0.20
Number of shares issued of common stock, value			$ 2,970,621
Debt discount			211,340	$ 12,715
Debt conversion of shares, value			368,320
Conversion price | $ / shares	$ 0.09
Recognized loss settlement of debt			$ 9,207
Share issued price per shares | $ / shares			$ 0.0001		$ 0.09
Accrued interest			$ 5,654		$ 9,960
Interest paid			$ 11,100
Debt instrument maturity date, description	The note will mature 18 months from the issue date, or August 25, 2021, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, the Company has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 100% of the principal amount plus any accrued and unpaid interest plus the lesser of (i) nine months of unaccrued interest or (ii) all unaccrued interest through the remainder of the term.
Trading days | Days	21
Conversion price, description	The conversion price shall be $0.09 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) the fixed conversion price ($0.09); (ii) 60% of the lowest bid price during the twenty one consecutive trading day period immediately preceding the trading that the Company receives a Notice of Conversion or (iii) the discount to market based on subsequent financing.
Common stock shares outstanding percentage	4.99%
Beneficial conversion description	The foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%)
Maximum [Member]
Common stock shares outstanding percentage	9.99%
Convertible Promissory Note [Member]
Issuance of common stock shares | shares			450,000
Share issued price per shares | $ / shares				$ 0.27
Convertible Promissory Note [Member]
Principal amount			$ 467,500
Original issue discount			41,537
Number of shares issued of common stock, value			123,390
Debt conversion of shares, value			$ 5,655,967
Conversion price | $ / shares			$ 0.09
Proceeds from related party debt			$ 509,037
Warrants			242,100
Beneficial conversion feature			467,500
Excess of conversion feature			$ 466,146
Warrants [Member]
Issuance of common stock shares | shares			14,559,800
Number of shares issued of common stock, value			$ 2,919,975
Debt conversion of shares | shares			57,683,607
Common Stock [Member]
Issuance of common stock shares | shares			30,048,199
Number of shares issued of common stock, value			$ 3,005
Debt conversion of shares, value			$ 410
Debt conversion of shares | shares			4,092,431
Leonite Capital LLC [Member]
Principal amount		$ 544,425	$ 509,037				$ 310,322	$ 198,715
Issuance of common stock shares | shares		450,000	450,000
Warrant term		5 years
Warrants to purchase | shares		900,000
Warrants exercise per share | $ / shares		$ 0.10
Original issue discount		$ 44,425	$ 41,537				25,322	16,215
Purchase price		$ 500,000
Convertible debt			467,500				$ 285,000	$ 182,500
Number of shares issued of common stock, value			123,390
Leonite Capital LLC [Member] | Convertible Promissory Note [Member]
Principal amount					182,565
Debt conversion of shares, value					$ 226,839
Debt conversion of shares | shares					2,520,434
Conversion price | $ / shares					$ 0.09
Recognized loss settlement of debt					$ 44,274
Leonite Capital LLC [Member] | Warrants [Member]
Debt discount			344,110
Amortization of financial costs			58,146		11,677
Leonite Capital LLC [Member] | Common Stock [Member]
Principal amount			$ 325,667
Issuance of common stock shares | shares			4,092,431
Number of shares issued of common stock, value			$ 368,319
Debt discount			148,027
Recognized loss settlement of debt			$ 42,651
Share issued price per shares | $ / shares			$ 0.09
Leonite Capital LLC [Member]
Principal amount			$ 0		183,538
Original issue discount			0		170,823
Convertible debt			$ 0		$ 12,715
Interest rate			10.20%
Lesser interest rate			24.00%

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Convertible Promissory Notes - Schedule of Calculated Beneficial Conversion Feature (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 18, 2020
Conversion Price		$ 0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note	$ 368,320
Convertible Promissory Note [Member]
Conversion Price	$ 0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note	$ 5,655,967
Calculated Beneficial Conversion Feature	467,500
Convertible Promissory Note [Member] | Beneficial Conversion Feature [Member]
Allocated proceeds of Convertible Promissory Note	$ 509,037
Conversion Price	$ 0.09
Number of shares of Common Stock that would be issued upon conversion of Convertible Promissory Note	$ 5,655,967
Conversion Price	$ 0.098
FMV of Common Stock	0.263
Per Share Intrinsic Value of Beneficial Conversion Feature	$ 0.165
Calculated Beneficial Conversion Feature	$ 933,646

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Shareholders' Equity (Deficit) (Details Narrative) - USD ($)						2 Months Ended	3 Months Ended		12 Months Ended
	Apr. 29, 2021	Apr. 14, 2021	Apr. 04, 2021	Apr. 03, 2021	Apr. 01, 2021	May 24, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	May 23, 2021
Issuance of common stock value							$ 2,970,621
Warrant exercised							15,450,693
Proceeds from Issuance of Private Placement							$ 9,311,878
Common Stock outstanding							162,763,986	49,006,583	76,412,359
Issuance of shares for services, shares							150,000
Share subscriptions payable							$ 372,131		$ 379,428
Number of warrants or rights outstanding							57,683,607
Prepaid expense							$ 31,250	$ 31,250
Stock price per share							$ 0.0001		$ 0.09
Common stock, shares authorized							299,000,000	299,000,000	299,000,000
Common stock par value							$ 0.0001	$ 0.0001	$ 0.0001
Series A Preferred Stock [Member]
Preferred stock, shares authorized							1,100,000		1,100,000
Preferred stock, par value							$ 0.0001		$ 0.0001
Preferred stock voting rights							Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock.
Series B Preferred Stock [Member]
Preferred stock, shares authorized							1,100,000		1,100,000
Preferred stock, par value							$ 0.0001		$ 0.0001
Subscription Payable [Member]
Issuance of common stock shares								4,458,333
Issuance of common stock value								$ 511,000
Subscription Payable [Member] | March 5, 2019 [Member]
Issuance of common stock shares								4,000,000
Issuance of common stock value								$ 456,000
Convertible Promissory Note [Member]
Issuance of common stock shares							450,000
Stock price per share								$ 0.27
Consulting Services [Member]
Issuance of shares for services, shares							3,321,154
Issuance of shares for services, value							$ 269,910
Consulting Services One [Member]
Issuance of shares for services, shares							3,000,000
Issuance of shares for services, value							$ 300,000
Consulting Agreement [Member]
Issuance of shares for services, value							7,400,000
Share subscriptions payable							$ 111,222
Settlement Agreement [Member]
Issuance of shares for services, shares							1,240,111
Issuance of shares for services, value							$ 111,610
Settlement Agreement [Member] | Promissory Note Holder [Member]
Warrant exercised							790,243
Issuance of shares for services, shares							4,092,431
Issuance of shares for services, value							$ 368,320
Number of warrants or rights outstanding							790,243
Share Subscription Agreement [Member] | Consultant [Member]
Issuance of common stock shares								4,000,000
Issuance of common stock value								$ 250,000
Issuance of shares for services, shares								4,000,000
Issuance of shares for services, value								$ 125,000
Debt Purchase Agreement [Member]
Issuance of common stock shares								4,100,000
Issuance of common stock value								$ 457,472
Settlement of debt value								$ 856,080
Settlement of debt shares								2,190,959
Subsequent Event [Member]
Issuance of common stock shares					1,240,111	60,650
Issuance of common stock value						$ 12,130
Number of shares cancelled and refunded, shares	1,850,000
Warrant exercised				26,000
Issuance of shares for services, shares			67,000
Subsequent Event [Member] | Consulting Agreement [Member]
Issuance of common stock shares		1,500,000
Stock price per share		$ 0.10
Subsequent Event [Member] | Settlement Agreement [Member]
Issuance of shares for services, shares						1,240,111
Share Subscription Payable [Member]
Issuance of common stock value							$ (32,700)
Share Subscription Payable [Member] | Consulting Services [Member]
Issuance of shares for services, value							$ 241,559
Share Subscription Payable [Member] | Consulting Agreement [Member]
Issuance of shares for services, shares							1,522,000
Warrants [Member]
Issuance of common stock shares							14,559,800
Issuance of common stock value							$ 2,919,975
Common Stock [Member]
Issuance of common stock shares							30,048,199
Issuance of common stock value							$ 3,005
Reg-A public offering [Member]
Issuance of common stock shares							30,048,199
Number of shares cancelled and refunded, shares							15,000
Number of shares cancelled and refunded							$ 1,500
Share issuance cost							$ 59,160
Number of warrants							14,660,450
Warrant exercised							14,660,450
Reg-A public offering [Member] | Share Subscription Payable [Member]
Issuance of common stock shares							312,000
Issuance of common stock value							$ 31,200
Private Placement [Member]
Issuance of common stock shares							30,819,800
Proceeds from Issuance of Private Placement							$ 3,081,981
Common Stock outstanding							320,000
Private Placement [Member] | Subsequent Event [Member]
Common Stock outstanding										320,000
Private Placement [Member] | Common Stock [Member]
Issuance of common stock shares							30,499,800

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related party loan	$ 3,940		$ 23,393
Chief Executive Officer [Member]
Salaries expense	49,783	$ 16,126
Chief Executive Officer [Member] | U.S. Based Corporation [Member]
Incurred payable	53,403
Chief Executive Officer and Director [Member]
Repayments to related parties	19,453
Related party loan	7,317
Director [Member]
Repayments to related parties	$ 50,000

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Changes in Cash Flows from Operating Assets and Liabilities - Schedule of Changes in Operating Assets and Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Decrease (increase) in accounts receivable	$ 106,349	$ (24,279)
Decrease (increase) in other receivable	135,307	1,391
Decrease (increase) in inventory and prepaid inventory	(252,529)	17,441
Decrease (increase) in prepaid expenses and deposits	(64,594)	8,281
Increase (decrease) in lease liability	850	(7,725)
Increase (decrease) in payroll taxes payable	2,970
Increase (decrease) in accounts payable and accrued liabilities	(4,862)	(44,567)
Changes in operating assets and liabilities	$ (76,510)	$ (49,458)

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Commitments and contingencies (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Number of reserve shares of common stock for consulting services	150,000
Share issued price per shares	$ 0.0001	$ 0.09
Common shares reserved for future Issuance	250,000
Supplier [Member] | March 1, 2020 [Member]
Payments of legal settlement		$ 6,037
Supplier [Member] | June 1, 2020 [Member]
Payments of legal settlement		$ 24,148
Third Party [Member]
Number of reserve shares of common stock for consulting services		100,000
Share issued price per shares		$ 0.0001

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Lease Liabilities (Details Narrative) - Lease Agreement [Member]	12 Months Ended
	Dec. 31, 2019 USD ($)
Operating lease, maturity date	Jul. 31, 2022
Monthly lease payments	$ 2,221
Incremental borrowing rate	10.00%

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Lease Liabilities - Schedule Right-of-use Asset (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Right-of-use asset	$ 32,757	$ 38,506
Current lease liability	24,485	23,883
Long-term lease liability	$ 8,272	$ 14,624

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Lease Liabilities - Schedule of Components of Lease Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Amortization of right-of-use	$ 5,749	$ 22,164
Interest on lease liability	915	4,494
Total lease cost	$ 6,664	$ 26,658

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Lease Liabilities - Schedule of Future Minimum Lease Payments (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021	$ 19,994
2022	15,551
Total future minimum lease payments	35,545
Less: amount representing interest	(2,787)
Present value of future payments	32,758
Current portion	24,485	$ 23,883
Long term portion	$ 8,272	$ 14,624

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Loan Payable (Details Narrative)		2 Months Ended	3 Months Ended	12 Months Ended
	Apr. 01, 2021 shares	May 24, 2021 shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2020 CAD ($)	Mar. 31, 2021 CAD ($)	Mar. 31, 2020 USD ($)
Loan received amount				$ 28,397
Stock price per share | $ / shares			$ 0.0001	$ 0.09
Accrued interest							$ 0
Loans payable			$ 28,387
CDN [Member]
Loan received amount					$ 40,000
Loans payable						$ 40,000
Subsequent Event [Member]
Number of shares issued | shares	1,240,111	60,650
Loans Payable [Member]
Number of shares issued | shares			1,240,111
Stock price per share | $ / shares			$ 0.09
Accrued interest			$ 1,319
Principal amount			150,439
Interest outstanding			7,336
Gain on settlement			$ 46,176
Debt description			The Company received $28,397 ($40,000 CDN) interest free from the Government of Canada as part of the COVID-19 small business relief program. Repaying the balance of the loan on or before December 31, 2022 will result in loan forgiveness of 25 percent.
Loan forgiveness percentage			25.00%
Unrelated Third Party One [Member]
Loan received amount				$ 32,439
Debt maturity date				Dec. 31, 2021	Dec. 31, 2021
Unrelated Third Party Two[Member]
Loan received amount				$ 10,000
Debt maturity date				Jul. 22, 2021	Jul. 22, 2021
Unrelated Third Party Third [Member]
Loan received amount				$ 108,000
Debt maturity date				Aug. 31, 2021	Aug. 31, 2021
Unrelated Third Party [Member]
Interest rate percentage				10.00%

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Government Assistance (Details Narrative) - 3 months ended Mar. 31, 2021 - Canada Emergency Wage Subsidy [Member]	USD ($)	CAD ($)
Subsidy received	$ 21,704
CDN [Member]
Subsidy received		$ 27,534

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Loss per Share (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Earnings per share basic and diluted	$ (0.01)	$ (0.00)
Weighted average number of shares basic and diluted	103,101,944	43,129,884
Common stock, shares authorized	299,000,000	299,000,000	299,000,000
Common stock, shares issued	162,763,986	49,006,583	76,412,359
Common stock, shares outstanding	162,763,986	49,006,583	76,412,359
Shares to be issued	12,304,095
Convertible Promissory Note [Member]
Conversion of stock		2,207,946
Debt conversion of shares		31,079,46.
Warrants [Member]
Conversion of stock	57,683,607
Debt conversion of shares	57,683,607
Common Stock [Member]
Conversion of stock		900,000
Debt conversion of shares		900,000

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Warrants (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Apr. 03, 2021	Apr. 03, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	May 31, 2021	Apr. 24, 2021
Warrants exercised			15,450,693
Stock Issued			$ 241,559
Warrants exercise per share						$ 0.20
Warrants exercised cashless basis			790,243
Common Stock, Shares, Issued			162,763,986	49,006,583	76,412,359
Warrant Agreement [Member]
Warrants exercise per share			$ 2
Debt conversion of shares			1
Warrant term			5 years
Additional warrants issued			250,000
Warrant Agreement [Member] | Warrant Holder [Member]
Additional warrants issued			150,000
Subsequent Event [Member]
Warrants exercised		26,000
Warrants exercise per share	$ 0.20	$ 0.20
Common Stock [Member]
Stock Issued			$ 15,450,693
Debt conversion of shares			4,092,431
Common Stock [Member] | Subsequent Event [Member]
Stock Issued	$ 26,000
Warrants One [Member]
Warrants exercised			14,660,450
Warrants exercise per share			$ 0.20
Common Stock, Shares, Issued			15,390,043
Warrant term			12 months
Warrants One [Member] | Subsequent Event [Member]
Common Stock, Shares, Issued							60,650
Warrants Two [Member]
Warrants exercise per share			$ 0.20
Warrants issued			30,499,800
Debt conversion of shares			1
Warrant term			18 months

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Warrants - Schedule of Warrants Exercise Price (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	May 31, 2021
Exercise price		$ 0.20
Number outstanding	57,683,607
Weighted average life (years)	2 years 11 days
Warrants One [Member]
Exercise price	$ 0.20
Number outstanding	225,000
Weighted average life (years)	8 months 2 days
Warrants maturity date	Dec. 01, 2021
Warrants Two [Member]
Exercise price	$ 0.20
Number outstanding	25,349,050
Weighted average life (years)	9 months 18 days
Warrants maturity date	Feb. 24, 2022
Warrants Three [Member]
Exercise price	$ 2.00
Number outstanding	250,000
Weighted average life (years)	1 year 3 months 29 days
Warrants maturity date	Apr. 29, 2022
Warrants Four [Member]
Exercise price	$ 0.10
Number outstanding	109,757
Weighted average life (years)	3 years 10 months 28 days
Warrants maturity date	Feb. 25, 2025
Warrants Five [Member]
Exercise price	$ 0.12
Number outstanding	1,250,000
Weighted average life (years)	3 years 11 months 19 days
Warrants maturity date	Mar. 20, 2025
Warrants Six [Member]
Exercise price	$ 0.20
Number outstanding	30,499,800
Weighted average life (years)	1 year 6 months
Warrants maturity date	Oct. 01, 2022

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Warrants - Schedule of Warrants Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Warrants and Rights Note Disclosure [Abstract]
Number of warrants, Balance, beginning of year	12,436,301
Number of warrants, Issuance	60,697,999	12,436,301
Number of warrants, Exercise	(15,450,693)
Number of warrants, Balance, end of period	57,683,607	12,436,301
Weighted average price, Balance, beginning of year	$ 0.20
Weighted average price, Issuance	0.21	0.20
Weighted average price, Exercise	(0.19)
Weighted average price, Balance, end of period	$ .22	$ 0.20

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Revision of Prior Period Financial Statements (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Common Stock [Member]
Issuance of common stock shares	30,048,199
Antidilutive Agreement [Member]
Issuance of common stock shares		2,000,000
Antidilutive Agreement [Member] | Common Stock [Member]
Issuance of common stock shares		458,834

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Revision of Prior Period Financial Statements - Schedule of Prior Period of Financial Statement (Details)	Mar. 31, 2020 USD ($) shares
Balance	$ (727,327)
Common Stock [Member]
Balance	$ 4,655
Balance, shares | shares	46,547,749
Revision	$ 246
Revision, shares | shares	2,458,834
Balance	$ 4,901
Balance, shares | shares	49,006,583
Additional Paid-in Capital [Member]
Balance	$ 9,060,739
Revision	731,946
Balance	9,792,685
Share Subscriptions Receivable [Member]
Balance	(1,577)
Revision
Balance	(1,577)
Share Subscription Payable [Member]
Balance	1,178,608
Revision	137,315
Balance	1,315,923
Accumulated Deficit [Member]
Balance	(10,961,172)
Revision	(869,507)
Balance	(11,830,679)
Cumulative Translation Adjustment [Member]
Balance	(8,580)
Revision
Balance	(8,580)
Total Stockholders' Equity (Deficit) [Member]
Balance	(727,327)
Revision
Balance	$ (727,327)

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Revision of Prior Period Financial Statements - Schedule of Consolidated Statements of Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Professional Fees	$ 647,114	$ 109,465
Total Operating Expenses	949,255	138,471
Loss from Operations	(1,001,826)	(124,455)
Net Loss	$ (1,223,519)	(152,266)
Comprehensive Loss		$ (152,266)
Loss per Share - Basic and Diluted	$ (0.01)	$ (0.00)
As Previously Reported [Member]
Professional Fees		$ 149,465
Total Operating Expenses		178,471
Loss from Operations		(164,455)
Net Loss		(192,266)
Comprehensive Loss		$ (192,266)
Loss per Share - Basic and Diluted		$ (0.00)
Revision [Member]
Professional Fees		$ (40,000)
Total Operating Expenses		(40,000)
Loss from Operations		40,000
Net Loss		40,000
Comprehensive Loss		$ 40,000
Loss per Share - Basic and Diluted

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Subsequent Events (Details Narrative) - USD ($)								2 Months Ended	3 Months Ended		12 Months Ended
	May 03, 2021	Apr. 29, 2021	Apr. 14, 2021	Apr. 04, 2021	Apr. 03, 2021	Apr. 03, 2021	Apr. 01, 2021	May 24, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	May 31, 2021
Warrants exercised									15,450,693
Warrants exercise per share												$ 0.20
Stock Issued									$ 241,559
Issuance of shares for services, shares									150,000
Share price									$ 0.0001		$ 0.09
Common Stock [Member]
Stock Issued									$ 15,450,693
Issuance of common stock shares									30,048,199
Subsequent Event [Member]
Warrants exercised						26,000
Warrants exercise per share					$ 0.20	$ 0.20
Issuance of shares for services, shares				67,000
Issuance of common stock shares							1,240,111	60,650
Stock Repurchase		1,850,000
Subsequent Event [Member] | Chief Executive Officer [Member]
Issuance of shares for services, shares	343,506,971
Subsequent Event [Member] | Consulting Agreement [Member]
Issuance of common stock shares			1,500,000
Share price			$ 0.10
Warrant term			18 months
Subsequent Event [Member] | Private Placement Agreement [Member]
Warrants exercise per share	$ 0.20
Issuance of common stock shares	10,000,000
Share price	$ 0.10
Purchase price	$ 1,000,000
Subsequent Event [Member] | Common Stock [Member]
Stock Issued					$ 26,000