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September 27, 2023
Stefan Muehlbauer
Chief Financial Officer
Sustainable Projects Group Inc.
2316 Pine Ridge Road 383
Naples, Florida 34109
Re:Sustainable Projects Group Inc.
Form 10-K for the Year Ended December 31, 2022
Form 10-Q for the Quarter Ended June 30, 2023
Response dated August 17, 2023
File No. 000-54875
Dear Stefan Muehlbauer:
            We have reviewed your August 17, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 3, 2023 letter.
Form 10-K for the Year Ended December 31, 2022
Report of Independent Registered Public Accounting Firm, page F-2
1.We note that the Public Company Accounting Oversight Board (“PCAOB”) revoked the
registration of K.R. Margetson Ltd. on September 12, 2023.  You can find a copy of the
order on the PCAOB’s website at https://assets.pcaobus.org/pcaob-dev/docs/default-
source/enforcement/decisions/documents/105-2023-023-
krmargetson.pdf?sfvrsn=42692443_4.  As K.R. Margetson Ltd. is no longer registered
with the PCAOB, you may not include their audit reports or consents in your filings with
the Commission on or after the date of revocation.  Given that K.R. Margetson is not
currently registered with the PCAOB, you should have a firm that is currently registered
with the PCAOB re-audit the year(s) that are required to be included in your filings with

 FirstName LastNameStefan Muehlbauer
 Comapany NameSustainable Projects Group Inc.
 September 27, 2023 Page 2
 FirstName LastName
Stefan Muehlbauer
Sustainable Projects Group Inc.
September 27, 2023
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the Commission.  Additionally, please file an Item 4.01 Form 8-K to include all of the
information required by that Item within four days of the date of this letter.  In providing
the information that Item 304 of Regulation S-K requires, please also indicate that the
PCAOB has revoked the registration of your prior auditor.
Note 1. Organization and Nature Operations, page F-8
2.In your response to comment 2 you state you believe the transaction was a reverse
capitalization, equivalent to the issuance of stock by the private company accompanied by
a recapitalization which results in accounting similar to that resulting from a reverse
acquisition, but with no goodwill or similar intangible asset being recorded.  Given the
guidance in ASC 805-40-45 addresses reverse acquisitions, based on the prior statement it
appears this guidance would be applicable.  Further, it appears you have combined all
financial statement information for Sustainable Projects Group Inc. and Lithium Harvest,
rather than presenting the financial statements for the accounting acquirer and continuing
entity, Lithium Harvest.  In this regard, and based on ASC 805-40-45, we note the
following:

•It appears the historical income statements have been presented on a combined basis
rather than for only Lithium Harvest.

•It appears you have not adjusted retained earnings and equity balances in accordance
with ASC 805-40-45-2(c) and (d) but rather combined the equity balances for each
entity in your consolidated balance sheets and your consolidated statements of
stockholders’ equity.

Please address these points in a detailed response and provide your proposed revised
financial statements and related disclosures.  To the extent necessary, please provide the
underlying calculations that support your proposed revisions.  If you do not believe
revisions are necessary based on the guidance noted, please explain and provide the
authoritative US GAAP guidance that supports your disclosure and presentation.
3.You have accounted for the Exchange Transaction as a reverse merger recapitalization
and determined Sustainable Projects Group was not a business at the time of the
transaction.  However, we note you have included goodwill and intangibles related to
YER Brands in the financial statements and that you reflect the Exchange Transaction as a
reverse merger recapitalization rather than a reverse acquisition.  Please clearly explain
how you determined Sustainable Projects Group was not a business under ASC 805-10-
55-4 and how your conclusion is consistent with your view that that goodwill and
intangible assets related to YER were not impaired due to its future revenue generating
capabilities.

 FirstName LastNameStefan Muehlbauer
 Comapany NameSustainable Projects Group Inc.
 September 27, 2023 Page 3
 FirstName LastName
Stefan Muehlbauer
Sustainable Projects Group Inc.
September 27, 2023
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Index to Consolidated Financial Statements
Note 9. Intangible Assets, page F-19
4.We note your response to comment 3 related to your intangible and goodwill balances.
 Please address the following:

•Despite any future plans to find a suitable contract or possible licensing of the brand,
please address how you considered the fact that you have not recorded revenue
related to Soy-yer Dough since 2021 when performing your impairment analysis of
both goodwill and intangible assets.

•Clarify if you have had any recent offers to license the brand and provide the salient
details of the contract.  To the extent you do not have evidence supporting a contract
with another party and given the halted sales since 2021, please further clarify why
you believe goodwill and the intangible assets should not be impaired based on the
requirements of ASC 350-20-35 and ASC 350-30-35, respectively.

•In regards to goodwill, specifically address how you considered ASC 350-20-35-
3C(d) which requires consideration of the overall financial performance of the
product when assessing goodwill for impairment, including declining cash flows or
decline in actual or planned revenue or earnings compared with actual and projected
results of the relevant period.  In addition, given the recapitalization transaction
which resulted in a change in control and an overall change in the focus of your
business, tell us how you considered ASC 250-20-35-3C(e), which requires
consideration of a change in management, key personnel, strategy or customers when
assessing goodwill for impairment.

•In regards to your intangible assets, please tell us the specific assumptions used in
developing your estimates of future cash flows based on the requirements of ASC
360-10-35-29 through 35-35.  We note your response that you plan to find a suitable
partner to manufacture the products or license the products.  However, to the extent
you do not have any recent offers or have not yet entered into a contract and based on
the fact there has been no revenue generated from the product since 2021 and the
changes to your business as a result of the Exchange agreement with Lithium
Harvest, please specifically identify the authoritative accounting literature that
supports the fact no impairment is necessary.
Form 10-Q for the Quarter Ended June 30, 2023
Consolidated Interim Statements of Stockholders' Equity, page F-4
5.We note you included 1,252,100 shares as "Shares to be Issued" and identify these shares
as "Shares subscribed" in the balance sheet at June 30, 2023.  Please explain what these
shares represent and why you believe inclusion in your equity balance at June 30, 2023 is

 FirstName LastNameStefan Muehlbauer
 Comapany NameSustainable Projects Group Inc.
 September 27, 2023 Page 4
 FirstName LastName
Stefan Muehlbauer
Sustainable Projects Group Inc.
September 27, 2023
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appropriate.
            You may contact Myra Moosariparambil at (202) 551-3796 or Craig Arakawa at (202)
551-3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation