BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
BASSETT VENTURES INC.
(FORMERLY ASSISTGLOBAL TECHNOLOGIES CORP.)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.
The Company’s independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors.
May 9, 2006
Suite 1304-925 West Georgia St., Vancouver, BC Canada V6C 3L2
Phone (604) 684-2181 Fax (604) 682-4768
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
BALANCE SHEETS
March 31, 2006 and December 31, 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
| | March 31, | | December 31, |
| | 2006 | | 2005 |
| | (unaudited) | | (audited) |
ASSETS | | | | |
CURRENT | | | | |
Cash and cash equivalents | $ | 12,046 | $ | 17,163 |
Accounts receivable | | 2,015 | | 8,938 |
| | 14,061 | | 26,101 |
PROPERTY AND EQUIPMENT(Note 5) | | 8,777 | | 6,522 |
| $ | 22,838 | $ | 32,623 |
LIABILIITIES AND SHAREHOLDERS’ EQUITY | | | | |
CURRENT LIABILITIES | | | | |
Accounts payable and accrued liabilities | $ | 174,011 | $ | 150,636 |
Demand loan (Note 6) | | 16,500 | | 16,500 |
| | 190,511 | | 167,136 |
SHAREHOLDERS’ EQUITY | | | | |
Share capital (Note 7) | | 1,171,820 | | 1,174,911 |
Additional paid-in capital | | 670,374 | | 670,374 |
Deficit | | (2,009,867) | | (1,979,798) |
| | (167,673) | | (134,513) |
| $ | 22,838 | $ | 32,623 |
Going concern (Note 2)
Commitments (Note 10)
Subsequent event (Note 12)
The accompanying notes are an integral part of these financial statements.
2.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
FOR THE THREE MONTHS ENDED MARCH 31, | | 2006 | | 2005 |
| | | | (Note 12) |
EXPENSES | | | | |
Amortization | $ | 586 | $ | 352 |
Bank charges and foreign exchange | | 222 | | 135 |
Management and consulting fees | | 15,000 | | 34,000 |
Office and administration | | 624 | | 149 |
Professional fees (recovery) | | (373) | | 5,310 |
Regulatory and share transfer fees | | 1,493 | | 2,341 |
Rent and occupancy costs | | 4,487 | | 3,744 |
Wages and benefits | | 8,068 | | – |
| | 30,107 | | 46,031 |
Loss before other items | | 30,107 | | 46,031 |
Other income | | (38) | | (5) |
Net loss from continuing operations | | 30,069 | | 46,026 |
Net (income) loss from discontinued operations (Note 4) | | – | | (885) |
Net loss for the period | $ | 30,069 | $ | 45,141 |
Loss per share | $ | 0.01 | $ | 0.01 |
Loss per share from continued operations | $ | 0.01 | $ | 0.01 |
Earnings per share from discontinued operations | $ | – | $ | 0.00 |
Weighted average number of shares outstanding | | 4,216,843 | | 4,405,835 |
The accompanying notes are an integral part of these financial statements.
3.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
STATEMENTS OF SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
MARCH 31, 2006
| Common Shares | Additional | | Total |
| Number | | Paid-in | Accumulated | Shareholders' |
| of Shares | Amount | Capital | Deficit | Equity |
Balance, June 30, 2003 | 8,188,780 | $ 13,503,911 | $ – | $(13,754,866) | $ (250,955) |
Share consolidation 3:1 | (5,459,187) | – | – | – | – |
Common shares issued for shares of | | | | | |
AssistGlobal Inc. (including 750,000 | | | | | |
shares issued as a finder's fee) | 11,100,000 | (13,503,911) | – | 13,503,911 | – |
AssistGlobal Inc. shareholder deficiency | | | | – | – |
acquired on reverse acquisition | – | 177,380 | – | (278,849) | (101,469) |
Stock options exercised | 200,000 | 60,000 | – | – | 60,000 |
Issue of common shares for cash | 1,973,750 | 315,800 | – | – | 315,800 |
Fair value of options issued to consultants (Note 3 (d)) | – | – | 280,276 | – | 280,276 |
Net loss for the year | – | – | – | (528,432) | (528,432) |
Balance, December 31, 2003, as restated | 16,003,343 | 553,180 | 280,276 | (1,058,236) | (224,780) |
Stock options exercised | 1,000,000 | 332,500 | – | – | 332,500 |
Stock compensation on options exercised | – | 91,323 | (91,323) | – | – |
Issue of common shares for cash, net of share | | | | | |
issue costs of $9,793 | 420,000 | 127,600 | – | – | 127,600 |
Issue of common shares for investor relation services | 200,000 | 28,000 | – | – | 28,000 |
Fair value of options issued to employees and consultants | – | – | 270,882 | – | 270,882 |
Net loss for the year | – | – | – | (718,439) | (718,439) |
Balance, December 31, 2004 | 17,623,343 | 1,132,603 | 459,835 | (1,776,675) | (184,237) |
Stock consolidation 4:1 | (13,217,508) | – | – | – | – |
Shares returned to treasury (Note 4) | (1,688,992) | (107,692) | 210,539 | – | 102,847 |
Issue of common shares by way of private placements | 1,500,000 | 150,000 | – | – | 150,000 |
Net loss for the year | – | – | – | (203,123) | (203,123) |
Balance, December 31, 2005 | 4,216,843 | 1,174,911 | 670,374 | (1,979,798) | (134,513) |
Less share issuance costs | – | (3,091) | – | – | (3,091) |
Net loss for the period | – | – | – | (30,069) | (30,069) |
Balance, March 31, 2006 | 4,216,846 | $ 1,171,820 | $ 670,374 | $ (2,009,867) | $ (167,673) |
The accompanying notes are an integral part of these financial statements.
4.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
FOR THE THREE MONTHS ENDED MARCH 31, | | 2006 | | 2005 |
| | | | (Note 12) |
CASH FLOWS (USED IN) PROVIDED BY: | | | | |
OPERATING ACTIVITIES | | | | |
Net loss from continuing operations | $ | (30,069) | $ | (46,026) |
Adjustments for items not affecting cash: | | | | |
Amortization | | 586 | | 352 |
Changes in non-cash working capital balances: | | | | |
Accounts receivable | | 6,923 | | – |
Prepaid expenses | | – | | 967 |
Accounts payable and accrued liabilities | | 23,375 | | 40,427 |
Demand loan | | – | | 10,000 |
| | 815 | | 5,720 |
FINANCING ACTIVITIES | | | | |
Common stock issued for cash, net of issuance costs | | (3,091) | | – |
INVESTING ACTIVITIES | | | | |
Purchase of property and equipment | | (2,841) | | – |
Increase (decrease) in cash and cash equivalents | | | | |
from continuing operations | | (5,117) | | 5,720 |
Decrease in cash and cash equivalents from discontinued operations | | – | | (28,755) |
Increase (decrease) in cash and cash equivalents | | (5,117) | | (23,035) |
Cash and cash equivalents from continued operations, beginning | | 17,163 | | 1,690 |
Cash and cash equivalents from discontinued operations, beginning | | – | | 14,129 |
Cash and cash equivalents, beginning | | 17,163 | | 15,819 |
Cash and cash equivalents from continued operations, ending | | 12,046 | | 7,410 |
Cash and cash equivalents from discontinued operations, ending | | – | | (14,626) |
Cash and cash equivalents, ending | $ | 12,046 | $ | (7,216) |
SUPPLEMENTAL INFORMATION | | | | |
Cash paid to (received from): | | | | |
Interest | $ | – | $ | 2,131 |
Income taxes | $ | – | $ | – |
Non-cash activities: | | | | |
Property and equipment acquired under capital lease | $ | – | $ | – |
Shares issued for investor relation services | $ | – | $ | – |
The accompanying notes are an integral part of these financial statements.
5.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
1.
NATURE OF BUSINESS AND REORGANIZATION
The Company through its wholly owned subsidiary, AssistGlobal Inc. (formerly AssistGlobal.com Communications Inc.) (“AGI”), was engaged in the business of developing, selling, hosting and supporting project and facility management software and providing other custom application solutions globally. The main proprietary line Microview FM is designed for use on PDA's. It records and updates facilities data on the spot for large scale reorganizations, employee moves, inventory, maintenance and inspection activities.
In July 2005, AGI was distributed to shareholders of AGI upon the redemption of their company shares. The redemption gave rise to a $210,539 credit to contributed surplus.
Effective July 7, 2005, the Company consolidated its share capital on the basis of one new share for every four old shares and changed its name to Bassett Ventures Inc.
2.
CONTINUING OPERATIONS
The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assume that the Company will realize its assets and liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown in these financial statements should the Company be unable to continue as a going concern.
As at March 31, 2006, the Company has a working capital deficiency of $176,450 and has accumulated losses of $2,009,867. The Company’s ability to meet its obligations and maintain operations is contingent upon the Company’s ability to receive continued financial support, complete equity financing or generate profitable operations in the future.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Outlined below are those policies considered particularly significant by the Company.
(a)
Accounting estimates
The preparation of financial statements in accordance with accounting principles generally accepted in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses for the reporting year. Actual results could differ from those estimated by management.
(b)
Cash and cash equivalents
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value.
6.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
(c)
Property and equipment
Property and equipment are recorded at cost less accumulated amortization. Annual rates of amortization are as follows:
Computer equipment
30%
declining balance
Equipment, furniture and fixtures
20%
declining balance
Leasehold improvements
Term of lease
straight line
In the year of acquisition, these rates are reduced by one-half.
(d)
Stock-based compensation
The Company has a stock option plan, which is described in Note 7(c). Effective July 1, 2002, the Company applied the fair value based method of accounting prescribed by CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, only to employee stock appreciation rights, and applied the settlement method of accounting to employee stock options. Under the settlement method, any consideration paid by employees on the exercise of stock options or purchase of stock is credited to share capital and no compensation expense is recognized.
The CICA Accounting Standards Board has amended CICA Handbook Section 3870 - Stock-based Compensation and Other Stock-based Payments - to require entities to account for employee stock options using the fair value based method, beginning January 1, 2004. Under the fair value based method, compensation cost is measured at fair value at the date of grant and is expensed over the award's vesting period. In accordance with one of the transitional options permitted under amended Section 3870, the Company has retroactively applied the fair value based method to all employee stock options granted on or after July 1, 2002, and has restated prior periods. The effect of retroactively adopting the fair value based method is to increase net loss by $231,976 for the year ended December 31, 2003 (2002 - $NIL), to increase deficit by $231,976 as at December 31, 2003 (2002 - $NIL), and to increase additional paid-in capital by $231,976 as at December 31, 2003 (2002 - $NIL).
(e)
Earnings (loss) per share
The Company calculates basic earnings (loss) per share using the weighted average number of common shares outstanding during the period excluding escrowed shares for which the release is subject to the satisfaction of performance criteria. Diluted net earnings (loss) per share are calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are applied to repurchase common shares at the average market price for the period in calculating the net dilution impact. Stock options and warrants are dilutive when the Company has income from continuing operations and the average market price of the common shares during the period exceeds the exercise price of the options and warrants.
The loss per share reflects the four for one consolidation of the common shares during 2005. The comparative loss per share has been restated to reflect the consolidation.
7.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
4.
DISCONTINUED OPERATIONS
On July 6, 2003, the Company acquired all of the issued and outstanding common shares of AGI in exchange for 10,350,000 common shares of the Company. The transaction was accounted for as a reverse takeover in accordance with Canadian generally accepted accounting principles during the year ended December 31, 2003.
Due to unsuccessful efforts of the Company to secure financing for AGI’s operations, the board of directors of each of the Company and AGI has determined that it is in the best interests of both companies that the Company divests of all of its interest in AGI to the former principal shareholders.
As a result, during the year ended December 31, 2005, the Company distributed its shares of AGI to certain officers and employees of AGI who surrendered 1,688,992 shares of the Company. These surrendered shares were cancelled and returned to treasury. As part of the transaction, the Company forgave $279,230 of intercorporate debt owed by AGI to the Company and transferred its ownership of AssistGlobal (USA) Inc. to AGI.
March 31, | | 2006 | | 2005 |
Revenue | $ | – | $ | 254,958 |
Direct costs | | – | | 103,186 |
Gross margin | | – | | 151,772 |
Expenses | | | | |
Amortization | | – | | 3,504 |
General and administrative | | – | | 145,252 |
Interest | | – | | 2,131 |
| | – | | 150,887 |
Net income from discontinued operations | $ | – | $ | 885 |
5.
PROPERTY AND EQUIPMENT
| | | Accumulated | March 31, | December 31, |
| | Cost | Amortization | | 2006 | | 2005 |
Computer equipment | $ | 5,954 | $ | 2,518 | $ | 3,436 | $ | 2,615 |
Equipment | | 1,642 | | 17 | | 1,625 | | |
Furniture and fixtures | | 1,773 | | 265 | | 1,508 | | 1,595 |
Leasehold improvements | | 2,522 | | 314 | | 2,208 | | 2,312 |
| $ | 11,891 | $ | 3,114 | $ | 8,777 | $ | 6,522 |
6.
DEMAND LOAN
The demand loan is unsecured, non-interest bearing with no fixed terms of repayment.
8.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
7.
SHARE CAPITAL
(a)
Authorized
Unlimited common shares without nominal or par value
(b)
Issued and fully paid
.
| Number of shares | Stated value |
Balance at December 31, 2004 | 17,623,343 | $ | 1,132,603 |
Share consolidation 4:1 | (13,217,508) | | |
Shares returned to treasury (Note 4) | (1,688,992) | | (107,692) |
Issued shares by way of private placements | 1,500,000 | | 150,000 |
Balance, December 31, 2005 | 4,216,843 | | 1,174,911 |
Less share issuance costs | | | (3,091) |
Balance, March 31, 2006 | 4,216,843 | $ | 1,171,820 |
(c)
Stock options
The Company maintains a fixed stock option plan that enables it to grant options to its directors, officers, employees and other service providers. Each option agreement with the grantee sets forth, among other things, the number of options granted, the exercise price and the vesting conditions of the options. A summary of the status of the options outstanding and exercisable follows:
| | Weighted average |
| Number of shares | | exercise price |
Balance at December 31, 2004 | 2,606,000 | $ | 0.29 |
Cancelled | (950,000) | | 0.32 |
Share consolidation 4:1 | (1,242,000) | | |
Balance at December 31, 2005 and March 31, 2006 | 414,000 | $ | 0.28 |
As at March 31, 2006, the following stock options were outstanding:
| | | Number | | Number |
| | | outstanding at | | exercisable at |
Exercise price | March 31, 2006 | Expiry date | March 31, 2006 |
$ | 1.20 | | 14,000 | January 25, 2007 | 14,000 |
$ | 1.56 | ($1.20 USD) | 125,000 | December 9, 2008 | 125,000 |
$ | 1.32 | ($1.00 USD) | 37,500 | January 16, 2009 | 37,500 |
$ | 1.56 | ($0.60 USD) | 237,500 | August 25, 2009 | 237,500 |
| | | 414,000 | | 414,000 |
9.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
7.
SHARE CAPITAL, continued
(d)
Additional paid-in capital
| March 31, 2006 | December 31, 2005 |
Balance, beginning | $ | 670,374 | $ | 459,835 |
Shares cancelled and returned to treasury | | | | 210,539 |
Balance, ending | $ | 670,374 | $ | 670,374 |
8.
FINANCIAL INSTRUMENTS
The carrying amounts of: cash and cash equivalents; accounts receivable; accounts payable and accrued liabilities; and demand loan approximate their fair values due to the short-term maturity of these instruments.
Management is of the opinion that the Company is not subject to significant interest, currency or credit risks on the financial instruments included in these financial statements, except as noted.
9.
RELATED PARTY TRANSACTIONS
March 31, | | 2006 | | 2005 |
Management and consulting fees paid to officer and directors | $ | 15,000 | $ | 50,192 |
directors of the Company and/or companies controlled | | | | |
by them | | | | |
Amounts included in accounts receivable due from a | $ | | $ | 2,147 US |
company controlled by a director of the Company | | | | |
Amounts included in accounts payable due to companies | $ | 114,304 | $ | 59,713 |
controlled by/or with common directors of the Company | | | | |
These amounts are recorded at the exchange amount based on the amounts paid and/or received by the parties.
10.
COMMITMENTS
Under the terms of management and consulting services agreements with companies controlled by officers and directors of the Company, the Company will be required to make annual management and consulting payments as follow:
10.
BASSETT VENTURES INC.
(Formerly AssistGlobal Technologies Corp.)
NOTES TO FINANCIAL STATEMENTS
Three months ended March 31, 2006 and 2005
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)
11.
COMPARATIVE FIGURES
Comparative figures in the statements of operations and deficit and cash flows include the accounts of AGI. The investment in AGI was written-off during the year ended December 31, 2005 (see Note 4). The comparative figures have been reclassified, where applicable, to conform with the current year’s presentation and are presented for comparative purposes only.
12.
SUBSEQUENT EVENT
Subsequent to the period ended March 31, 2006, the Company proposed to carryout a non-brokered private placement of up to 5,000,000 units (“Unit”) at a price of CDN$0.12 per unit for total gross proceeds of CDN$600,000. Each unit is comprised of one common share without par value in the share capital of the Company and one non-transferable share purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase one additional common share at a price of CDN$0.12 per share for twelve months from the date of issuance and CDN$0.15 per share thereafter, to a maximum of two years from the date of issuance. A commission of 7% may be payable on a portion of the private placement.
11.